2005 STOCK INCENTIVE PLAN
AMERICAN CLAIMS EVALUATION, INC.
1. PURPOSES OF THE PLAN.
This stock incentive plan (the "Plan") is designed to provide an incentive
to key employees (including directors and officers who are key employees),
non-employee directors, independent contractors and consultants of American
Claims Evaluation, Inc., a New York corporation (the "Company"), and its
present and future subsidiary corporations, as defined in Paragraph 19
("Subsidiaries"), and to offer an additional inducement in obtaining the
services of such individuals. The Plan provides for the grant of (i)
"incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") to key employees of
the Company (including directors and officers who are key employees) and
(ii) "nonstatutory options" ("Nonqualified Options") to key employees of
the Company (including directors and officers who are key employees),
non-employee directors, independent contractors and consultants of the
Company. The Company makes no warranty as to the qualifications of any
option as an "incentive stock option" under the Code.
2. STOCK SUBJECT TO THE PLAN.
Subject to the provisions of Paragraph 12, the aggregate number of shares
of common stock, $.01 par value per share, of the Company ("Common Stock")
for which options may be granted under the Plan shall not exceed 1,000,000.
Such shares of Common Stock may, in the discretion of the Board of
Directors of the Company (the "Board of Directors"), consist either in
whole or in part of authorized but unissued shares of Common Stock or
shares of Common Stock held in the treasury of the Company. The Company
shall at all t