Amended Inlet Technologies, Inc. Stock Option Plan – Cisco

1.

. The Inlet Technologies, Inc. Stock Option Plan (the “Plan”) is established
to create an additional incentive for key employees, directors and consultants
or advisors of Inlet Technologies, Inc. and any successor corporations or any
present or future parent and/or subsidiary corporations of such corporation
(collectively, the “Company”) to promote the financial success and progress of
the Company. For purposes of the Plan, a parent corporation and a subsidiary
corporation shall be as defined in Sections 424(e) and 424(f) of the Internal
Revenue Code of 1986, as amended (the “Code”).

2.

. The Plan shall be administered by the Board of Directors of the Company
(the “Board”) and/or by a duly appointed committee of the Board having such
powers as shall be specified by the Board. Any subsequent references herein to
the Board shall also mean the committee if such committee has been appointed
and, unless the powers of the committee have been specifically limited, the
committee shall have all of the powers of the Board granted herein, other than
power to terminate or amend the Plan as provided in Paragraph 11 hereof, subject
to the terms of the Plan and any applicable limitations imposed by law. All
questions of interpretation of the Plan or of any award granted under the Plan
shall be determined by the Board, and such determinations shall be final and
binding upon all persons having an interest in the Plan and/or any Option (as
defined below). Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation or election
which is the responsibility of or which is allocated to the Company herein,
provided the officer has apparent authority with respect to such matter, right,
obligation or election.

3.

. The Board may grant options (each an “Option”) to purchase shares of the
authorized but unissued common stock of the Company (the “Stock”), which Options
may be either incentive stock options as defined in Section 422 of the Code (an
“Incentive Stock Option”) or nonqualified stock options. Options may be granted
to employees, officers, directors, consultants, advisors or other independent
contractors (collectively “persons”). The Board, in its sole discretion, shall
determine to whom Options are granted (each an “Optionee”). An Option that the
Board intends to be an Incentive Stock Option shall only be granted to an
employee of the Company and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. The Company shall
have no liability to an Optionee, if an Option (or any part thereof) which is
intended to be an Incentive Stock Option does not qualify as an Incentive Stock
Option. An Optionee may, if otherwise eligible, be granted additional Options.

4.

. Subject to adjustment as provided in Paragraph 9 below, the maximum number
of shares of Stock which may be issued pursuant to Options granted under the
Plan shall be Five Million One Hundred Forty-Nine Thousand (5,149,000). If any
outstanding Option for any reason expires or is terminated or cancelled, the
shares of Stock allocable to the unexercised portion of such Option, may again
be subject to an Option. It is intended that the Plan shall constitute a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the
Securities Act of 1933, as amended (“Rule 701”), to the extent applicable, and
that the Plan shall otherwise be administered in compliance with the
requirements of Rule 701. To ensure such compliance, the Company shall maintain
a record of shares subject to outstanding Options under the Plan and the
exercise price of the Options, plus a record of all shares of Stock issued upon
the exercise of the Options and the exercise price of the Options.

5.

. All Options shall be granted, if at all, within ten (10) years from the
earlier of the date the Plan is adopted by the Board or the date the Plan is
duly approved by the shareholders of the Company.

6.

. Subject to the provisions of the Plan, the Board shall determine for each
Option the number of shares of Stock into which the Option is exercisable,
whether the Option is to be treated as an Incentive Stock Option or as a
nonqualified stock option and all other terms and conditions of the Option. Each
Option granted pursuant to the Plan shall comply with and be subject to the
following terms and conditions:

(a)

. The exercise price for each Option shall be established in the sole
discretion of the Board; provided, however, that (i) the exercise price per
share for an Incentive Stock Option shall be not less than the fair market value
of a share of Stock on the date of grant and (ii) the exercise price per share
of an Incentive Stock Option granted to an Optionee who on the date of the grant
owns stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company within the meaning of Section
422(b)(6) of the Code (a “Ten Percent Owner Optionee”) shall be not less than
one hundred ten percent (110%) of the fair market value of a share of Stock on
the date of grant. For this purpose, “fair market value” means the value
assigned to the Stock by the Board for any date of grant, as determined pursuant
to a reasonable method established by the Board that is consistent with the
requirements of Sections 422 and 424 of the Code and the regulations thereunder
(which method may be changed from time to time). Notwithstanding the foregoing,
an Option (whether an Incentive Stock Option or a nonqualified stock option) may
be granted by the Board in its discretion with an exercise price lower than the
minimum exercise price set forth above if, in the case of an Incentive Stock
Option, such Option is granted pursuant to an assumption or substitution for
another option in accordance with the provisions of Section 424(a) of the Code.
The foregoing shall not require that any such assumption or modification will
result in the Option having the same characteristics, attributes or tax
treatment as the Option for which it is substituted.

(b)

. The Board shall have the power to set the times on or within which an
Option shall be exercisable or the events upon which an Option shall be
exercisable and the term of an Option; provided, however, that (i) no Incentive
Stock Option shall be exercisable after the expiration of ten (10) years after
the date of grant, (ii) no Incentive Stock Option granted to a Ten Percent Owner
Optionee shall be exercisable after the expiration of five (5) years after the
date of grant, (iii) no Option shall be exercisable after the date the
Optionee153s employment with the Company is terminated for cause (as determined in
the sole discretion of the Board unless cause is defined in an employment
agreement between the Optionee and the Company in which case such definition
shall be used); and (iv) each Incentive Stock Option shall terminate and cease
to be exercisable no later than three (3) months after the date on which the
Optionee terminates employment with the Company, unless the Optionee153s
employment with the Company was terminated as a result of the Optionee153s death
or disability (within the meaning of Section 22(e)(3) of the Code), in which
event the Incentive Stock Option shall terminate and cease to be exercisable no
later than twelve (12) months from the date on which the Optionee153s employment
terminated. For this purpose, an Optionee153s employment shall be deemed to have
terminated as a result of death if the Optionee dies within three (3) months
following the Optionee153s termination of employment.

(c)

Payment of Exercise Price. Payment of the exercise price
for the number of shares of Stock being purchased pursuant to any Option may
consist entirely of (a) cash; (b) check; (c) subject to any requirements of the
applicable laws (including without limitation Section 153 of the Delaware
General Corporation Law), delivery of Optionee153s promissory note having such
recourse, interest, security and redemption provisions as the Board determines
to be appropriate after taking into account the potential accounting
consequences of permitting an Optionee to deliver a promissory note; (d)
cancellation of indebtedness; (e) other shares of stock that have a fair market
value, as such fair market value determined by the Board on the date of
surrender, equal to the aggregate exercise price of the shares as to which the
Option is exercised, provided that in the case of shares acquired, directly or
indirectly, from the Company, such shares must have been owned by the Optionee
for more than six months on the date of surrender (or such other period as may
be required to avoid the Company153s incurring an adverse accounting charge); (f)
if, as of the date of exercise of an Option the Company then is permitting
employees to engage in a “same-day sale” cashless brokered exercise program
involving one or more brokers, through such a program that

complies with the applicable laws (including without limitation the
requirements of Regulation T and other applicable regulations promulgated by the
Federal Reserve Board) and that ensures prompt delivery to the Company of the
amount required to pay the exercise price and any applicable withholding taxes;
or (g) any combination of the foregoing methods of payment, in each case as the
Optionee desires upon exercise of such Optionee153s Option.

(d)

. The aggregate fair market value, determined as of the date of grant of the
shares of the Stock with respect to which an Incentive Stock Option (determined
without regard to this subparagraph) is first exercisable during any calendar
year (under this Plan or under any other plan of the Company) by any Optionee
shall not exceed $100,000. If such limitation would be exceeded with respect to
an Optionee for a calendar year, the Incentive Stock Option shall be deemed a
nonqualified stock option to the extent of such excess.

(e)

. The Board may provide, in its sole discretion, that any Stock Option may be
exercisable pursuant to an early exercise provision in the Stock Option,
provided that the shares of Stock received upon such early exercise shall be
subject to a Stock Restriction Agreement substantially in the form as attached
hereto as Exhibit A. The Board may insert a paragraph
substantially in the form of the following into a Stock Option to create an
early exercise option:

(f)

. As a condition to the exercise of any Option, each Optionee hereby shall
agree (a) to be bound by certain shareholder agreements or such other documents
as may be required by the Company from time to time (the “Shareholder
Agreements”) , (b) to be subject to all of the restrictions and conditions set
forth in such Shareholder Agreements applicable to holders of Common Stock of
the Company, and (c) to execute such further documents as may be necessary to
evidence the joinder of the Optionee as a party to such Shareholder Agreements.
Further, all certificates representing shares of Stock issued upon exercise of
any Option shall bear such legends as may be required by the Shareholder
Agreements.

7.

. All Options shall be evidenced by a written agreement substantially in the
form of incentive or nonqualified stock option agreements attached hereto as (i)
Exhibit B-1 or Exhibit C-1, with
respect to the first Option granted to an individual, or (ii)
Exhibit B-2 or Exhibit C-2, with
respect to subsequent Options granted to such individual, as applicable, each of
which are incorporated herein by reference (the “Form Option Agreements”) or
such other form or forms as may be approved by the Board consistent with the
terms of this Plan. The Board shall have the authority from time to time to vary
the terms of the Form Option Agreements either in connection with the grant of
an Option or in connection with the authorization of a new standard form or
forms; provided, however, that the terms and conditions of such revised or
amended standard form or forms of stock option agreement shall be in accordance
with the terms of the Plan.

8.

Transfer of Control Upon a merger, consolidation,
corporate reorganization, or any transaction in which all or substantially all
of the assets or stock of the Company are sold, leased, transferred or otherwise
disposed of (other than a mere reincorporation transaction or one in which the
holders of voting capital stock of the Company immediately prior to such merger
or consolidations continue to hold at least a majority of the voting power of
the surviving corporation) (a “Transfer of Control”), then, except as otherwise
provided in a particular stock option agreement approved by the Board, any
unexercisable portion of an outstanding Option that would otherwise become
exercisable within twelve (12) months following the effective time of the
Transfer of Control shall become immediately exercisable as of a date prior to
the Transfer of Control, which date shall be determined by the Board. Upon the
occurrence

of a Transfer of Control, each outstanding Option, to the extent not
exercised prior to the Transfer of Control, shall terminate as of the effective
time of the Transfer of Control, unless such Option is assumed by the successor
corporation (or parent thereof) or replaced with a comparable option to purchase
shares of the capital stock of the successor corporation (or parent thereof).
The exercise of any Option that was permissible solely by reason of this
Paragraph 8 shall be conditioned upon the consummation of the Transfer of
Control.

9.

. The Board shall make appropriate adjustments in the number and class of
shares of the Stock subject to the Plan and to any outstanding Options and in
the option price of any outstanding Options in the event of a stock dividend,
stock split, reverse stock split, combination, reclassification or similar
change in the capital structure of the Company.

10.

. Except as otherwise provided in a stock option agreement, no Option shall
be assignable or transferable by the Optionee, except by will or by the laws of
descent and distribution. During the lifetime of an Optionee, an Option shall be
exercisable only by such Optionee.

11.

. The Board may amend, suspend or terminate the Plan or any portion thereof
at any time. The Board may amend, modify or terminate any outstanding Option;
provided, however, that no amendment authorized hereby may adversely affect the
rights of any Optionee under any then outstanding Option without the consent of
the Optionee, unless such amendment is required to enable an Option designated
as an Incentive Stock Option to qualify as an Incentive Stock Option. The Board
shall be entitled to create, amend or delete appendices to this Plan as
specified herein.

12.

. Each Optionee shall pay to the Company, or make provision satisfactory to
the Board for payment of, any taxes required by law to be withheld in connection
with Options to such Optionee no later than the date of the event creating the
tax liability. Except as the Board may otherwise provide in an award, when the
Stock is registered under the Securities Exchange Act of 1934, as amended,
Optionees may satisfy such tax obligations in whole or in part by delivery of
shares of Stock, including shares retained from the Option creating the tax
obligation, valued at their fair market value as determined by, or in a manner
approved by, the Board in good faith; provided, however, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company153s minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income). The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to an Optionee.

13.

. The Company will not be obligated to deliver any shares of Common Stock
pursuant to the Plan or to remove restrictions from shares previously delivered
under the Plan until (i) all conditions of the Option have been met or removed
to the satisfaction of the Company, (ii) in the opinion of the Company153s
counsel, all other legal matters in connection with the issuance and delivery of
such shares have been satisfied, including any applicable securities laws and
any applicable stock exchange or stock market rules and regulations, and (iii)
the Optionee has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements
of any applicable laws, rules or regulations.

14.

.

(a)

. If any Optionee proposes to sell, pledge or otherwise transfer any shares
of Stock acquired upon exercise of an Option (the “Exercise Shares”), the
Company shall have the right to repurchase the Exercise Shares under the terms
and subject to the conditions set forth in this Paragraph 14 (the “Right of
First Refusal”).

(b)

. Prior to any proposed transfer of the Exercise Shares, the Optionee shall
give a written notice (the “Transfer Notice”) to the Company describing fully
the proposed transfer, including the number of Exercise Shares, the name and
address of the proposed transferee (the “Proposed Transferee”), the proposed
transfer price and all other material terms and conditions of the proposed
transfer.

(c)

. The Company shall have the right to purchase all, but not less than all, of
the Exercise Shares at the purchase price and on the terms set forth in the
Transfer Notice by delivery to the Optionee of a notice of exercise of the Right
of First Refusal within thirty (30) days after the date the Transfer Notice is
delivered to the Company. The Company153s exercise or failure to exercise the
Right of First Refusal with respect to any proposed transfer described in a
Transfer Notice shall not affect the Company153s ability to exercise the Right of
First Refusal with respect to any proposed transfer described in any other
Transfer Notice, whether or not such other Transfer Notice is issued by the
Optionee or issued by any other person with respect to a proposed transfer to
the same Proposed Transferee. If the Company exercises the Right of First
Refusal, the Company and the Optionee shall thereupon consummate the sale of the
Exercise Shares to the Company on the terms set forth in the Transfer Notice;
provided however, that if the Transfer Notice provides for the payment for the
Exercise Shares other than in cash, the Company shall have the option of paying
for the Exercise Shares by the discounted cash equivalent of the consideration
described in the Transfer Notice as reasonably determined by the Company. For
purposes of the foregoing, cancellation of any indebtedness of the Optionee to
the Company shall be treated as payment to the Optionee in cash to the extent of
the unpaid principal and any accrued interest cancelled.

(d)

. If the Company fails to exercise the Right of First Refusal within the
period specified in Paragraph 14(c) above, the Optionee may conclude a transfer
to the Proposed Transferee of the Exercise Shares on the terms and conditions
described in the Transfer Notice, provided such transfer occurs not later than
one hundred twenty (120) days following delivery to the Company of the Transfer
Notice. Any proposed transfer on terms and conditions different from those
described in the Transfer Notice, as well as any subsequent proposed transfer by
the Optionee, also shall be subject to the Right of First Refusal and shall
require compliance by the Optionee with the procedure described in this
Paragraph 14.

(e)

. All transferees of the Exercise Shares or any interest therein, other than
the Company, shall be required as a condition of such transfer to agree in
writing (in a form satisfactory to the Company) that such transferee shall
receive and hold such Exercise Shares or interests subject to the provisions of
this Paragraph 14 providing for the Right of First Refusal with respect to any
subsequent transfer.

(f)

. The Right of First Refusal shall not apply to any transfer or exchange of
the Exercise Shares if: (i) such transfer is in connection with a Transfer of
Control; (ii) such transfer is to one or more members of the Optionee153s
immediate family (or a trust for their benefit) provided all such transferees
agree in writing to the restrictions of Paragraph 14(e); or (iii) such transfer
has been approved by the Board, which approval may be granted or withheld in its
complete discretion.

(g)

. The Company shall have the right to assign the Right of First Refusal at
any time.

(h)

. If, from time to time, there is any stock dividend, stock split,
recapitalization, reclassification or other change in the character or amount of
any of the outstanding stock of the Company, the stock of which is subject to
the provisions of an option agreement issued pursuant to the Plan, then, in such
event, any and all new substituted or additional securities to which the
Optionee is entitled by reason of the Optionee153s ownership of the shares
acquired upon exercise of an Option shall be immediately subject to the Right of
First Refusal with the same force and effect as the shares subject to the Right
of First Refusal immediately before such event.

(i)

. The other provisions of this Paragraph 14 notwithstanding, the Right of
First Refusal shall terminate, and be of no further force and effect, upon the
earlier of (i) the occurrence of a Transfer of Control, unless the surviving,
continuing, successor, or purchasing corporation, as the case may be, assumes
the Company153s rights and obligations under the Plan or (ii) the existence of a
public market for the class of shares subject to the Right of First Refusal. A
“public market” shall be deemed to exist if (x) such stock is listed on a
national securities exchange (as that term is used in the Exchange Act) or (y)
such stock is traded on the over-the-counter market and prices therefor are
published daily on business days in a recognized financial journal.

(j)

. To ensure shares of Stock subject to Right of First Refusal will be
available for repurchase, the Company may require an Optionee to deposit
certificates evidencing the Exercise Shares in escrow with the Company or an
agent of the Company.

15.

. The Company may at any time place legends referencing any applicable
federal or state securities law restriction on all certificates representing
shares of stock subject to the provisions of this Option Agreement. The Optionee
shall, at the request of the Company, promptly present to the Company any and
all certificates representing shares acquired pursuant to the Option in the
possession of the Optionee in order to effectuate the provisions of this
Paragraph. Unless otherwise specified by the Company, legends placed on such
certificates may include, but shall not be limited to, the following:

(a)

(b)

(c)

16.

. The event of an initial public offering of stock made by the Company under
the Securities Act, Optionee shall not offer, sell, contract to sell, pledge,
hypothecate, grant any option to purchase or make any short sale of, or
otherwise dispose of any shares of stock of the Company or any rights to acquire
stock of the Company for such period of time as may be established by the
underwriter for such initial public offering.

17.

(a)

Nothing in this Plan or any Option granted hereunder shall confer upon any
Optionee any right to continue in the employ of the Company, or to serve as a
director, consultant or advisor thereof, or interfere in any way with the right
of the Company to terminate such Optionee153s employment at any time. Unless
specifically provided otherwise, no grant of an Option shall be deemed salary or
compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of the Company for the benefit of its employees unless
the Company shall determine otherwise. No Optionee shall have any claim to an
Option until it is actually granted under the Plan. To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall, except as otherwise provided by the Board, be no greater than
the right of an unsecured general creditor of the Company.

(b)

The Plan and the grant of Options hereunder shall be subject to all
applicable federal and state laws, rules, and regulations and to such approvals
by any United States government or regulatory agency as may be required.

(c)

The terms of the Plan shall be binding upon the Company, and its successors
and assigns.

(d)

This Plan and all awards taken hereunder shall be governed by the laws of the
State of North Carolina, without regard to the conflicts of laws of North
Carolina, without regard to the conflicts of laws rules of North Carolina.

(e)

If any provision of this Plan or a Form Option Agreement is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Form Option Agreement under any law deemed applicable
by the Board, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in the
determination of the Board, materially altering the intent of the Plan or the
Form Option Agreement, it shall be stricken and the remainder of the Plan or the
Form Option Agreement shall remain in full force and effect.

(f)

The Board may incorporate additional or alternative provisions for this Plan
with respect to residents of one or more individual states to the extent
necessary or desirable under state securities laws. Such provisions shall be set
out in one or more appendices hereto which may be amended or deleted by the
Board from time to time.

By:

Fred D. Hutchison, Secretary

At no time shall the total number of shares of Company stock
issuable upon exercise of all outstanding stock options granted pursuant to this
Plan and the total number of shares provided for under any bonus or similar plan
or agreement of the Company exceed the limitations set forth in Rule 260.140.45
promulgated under the California Code, based on the number of shares of the
Company which are outstanding at the time the calculation is made.

The exercise price of an option granted to a California resident
may not be less than 85% of the “fair value” (as defined by Rule 260.140.50
promulgated under the California Code) of the Company153s common stock at the time
the option is granted (or 110% of the “fair value” in the case of any person who
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or its parent or subsidiary corporations at the
time of such grant).

The exercise period of a stock option granted to a California
resident shall be no longer than 120 months from the date the option is granted.

An option granted to a California resident shall not be
transferable, other than by will or the laws of descent and distribution, or as
permitted by Rule 701 of the Securities Act of 1933, as amended.

An option granted to a California resident shall become
exercisable at the rate of at least 20% per year over 5 years from the date the
option is granted, subject to reasonable conditions such as continued
employment. However, in the case of an option granted to a California resident
who is an officer, director, or consultant of the Company or any of its
affiliates, the option may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period
established by the Company.

Unless employment is terminated for cause as defined by
applicable law, the terms of the Plan or stock option agreement or a contract of
employment, the right to exercise an option granted to a California resident in
the event of termination of such optionee153s employment (to the extent that such
optionee is otherwise entitled to exercise on the date of termination of
employment) shall terminate as follows:

At least 6 months from the date of termination if termination
was caused by death or disability; or

At least 30 days from the date of termination if termination was
caused by an event other than death or disability.

The Plan shall terminate with respect to California residents on
the earlier of ten years after the date the Plan is adopted or the date the Plan
is approved by the shareholders of the Company.

The Plan shall be available to California residents only if the
shareholders of the Company approve the Plan within 12 months before or after
the date the Plan is adopted. Any option exercised by a California resident
before such stockholder approval is obtained shall be rescinded if such
stockholder approval is not subsequently obtained and such shares shall not be
counted in determining whether the required stockholder approval is obtained.

Each California resident participating in the Plan will be
provided with a copy of the Company153s annual financial statements (which need
not be audited). The Company shall not be required to provide such statements to
key employees whose duties with the Company assure access to equivalent
information.