EX-10.1 2005 SHARE INCENTIVE PLAN

Exhibit 10.1

ATA TESTING AUTHORITY (HOLDINGS) LIMITED

SHARE INCENTIVE PLAN


PREFACE

This Plan is divided into two separate equity programs: (1) the option
grant program set forth in Section 5 under which Eligible Persons (as defined in
Section 3) may, at the discretion of the Administrator, be granted Options, and
(2) the share award program set forth in Section 6 under which Eligible Persons
may, at the discretion of the Administrator, be awarded restricted or
unrestricted Common Shares. Section 2 of this Plan contains the general rules
regarding the administration of this Plan. Section 3 sets forth the requirements
for eligibility to receive an Award grant under this Plan. Section 4 describes
the authorized shares of the Company that may be subject to Awards granted under
this Plan. Section 7 contains other provisions applicable to all Awards granted
under this Plan. Section 8 provides definitions for certain capitalized terms
used in this Plan and not otherwise defined herein.

1. PURPOSE OF THE PLAN.

The purpose of this Plan is to promote the success of the Company and the
interests of its shareholders by providing a means through which the
Company may grant equity-based incentives to attract, motivate, retain and
reward certain officers, employees, directors and other eligible persons
and to further link the interests of Award recipients with those of the
Company's shareholders generally.

2. ADMINISTRATION.

2.1 ADMINISTRATOR. This Plan shall be administered by and all Awards under
this Plan shall be authorized by the Administrator. The
"ADMINISTRATOR" means the Board or one or more committees appointed by
the Board or another committee (within its delegated authority) to
administer all or certain aspects of this Plan. Any such committee
shall be comprised solely of one or more directors or such number of
directors as may be required under applicable law. A committee may
delegate some or all of its authority to another committee so
constituted. The Board or a committee comprised solely of directors
may also delegate, to the extent permitted by the International
Business Companies Act of the British Virgin Islands and any other
applicable law, to one or more officers of the Company, its powers
under this Plan (a) to designate the officers and employees of the
Company and its Affiliates who will receive grants of Awards under
this Plan, and (b) to determine the number of shares subject to, and
the other terms and conditions of, such Awards. The Board may delegate
different levels of authority to different committees with
administrative and grant authority under this Plan. Unless otherwise
provided in the Memorandum and Articles of Association of the Company
or the applicable charter of any Administrator: (a) a majority of the
members of the acting Administrator shall constitute a quorum, and (b)
the vote of a majority of the members present assuming the presence of
a quorum or the

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unanimous written consent of the members of the Administrator shall
constitute action by the acting Administrator.

2.2 PLAN AWARDS; INTERPRETATION; POWERS OF ADMINISTRATOR. Subject to the
express provisions of this Plan, the Administrator is authorized and
empowered to do all things necessary or desirable in connection with
the authorization of Awards and the administration of this Plan (in
the case of a committee or delegation to one or more officers, within
the authority delegated to that committee or person(s)), including,
without limitation, the authority to:

(a) determine eligibility and, from among those persons determined to
be eligible, the particular Eligible Persons who will receive
Awards;

(b) grant Awards to Eligible Persons, determine the price and number
of securities to be offered or awarded to any of such persons,
determine the other specific terms and conditions of Awards
consistent with the express limits of this Plan, establish the
installments (if any) in which such Awards will become
exercisable or will vest (which may include, without limitation,
performance and/or time-based schedules) or determine that no
delayed exercisability or vesting is required, establish any
applicable performance targets, and establish the events of
termination or reversion of such Awards;

(c) approve the forms of Award Agreements, which need not be
identical either as to type of Award or among Participants;

(d) construe and interpret this Plan and any Award Agreement or other
agreements defining the rights and obligations of the Company,
its Affiliates, and Participants under this Plan, make factual
determinations with respect to the administration of this Plan,
further define the terms used in this Plan, and prescribe, amend
and rescind rules and regulations relating to the administration
of this Plan or the Awards;

(e) cancel, modify, or waive the Company's rights with respect to, or
modify, discontinue, suspend, or terminate any or all outstanding
Awards, subject to any required consent under Section 7.7.4;

(f) accelerate or extend the vesting or exercisability or extend the
term of any or all outstanding Awards (within the maximum
ten-year term of Awards under Sections 5.4.2 and 6.5) in such
circumstances as the Administrator may deem appropriate
(including, without limitation, in connection with a termination
of employment or services or other events of a personal nature);

(g) determine Fair Market Value for purposes of this Plan and Awards;

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(h) determine the duration and purposes of leaves of absence that may
be granted to Participants without constituting a termination of
their employment for purposes of this Plan; and

(i) determine whether, and the extent to which, adjustments are
required pursuant to Section 7.3 hereof and authorize the
termination, conversion, substitution or succession of awards
upon the occurrence of an event of the type described in Section
7.3.

2.3 BINDING DETERMINATIONS. Any action taken by, or inaction of, the
Company, any Affiliate, the Board or the Administrator relating or
pursuant to this Plan and within its authority hereunder or under
applicable law shall be within the absolute discretion of that entity
or body and shall be conclusive and binding upon all persons. Neither
the Board nor the Administrator, nor any member thereof or person
acting at the direction thereof, shall be liable for any act,
omission, interpretation, construction or determination made in good
faith in connection with this Plan (or any Award), and all such
persons shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including,
without limitation, attorneys' fees) arising or resulting therefrom to
the fullest extent permitted by law and/or under any directors and
officers liability insurance coverage that may be in effect from time
to time.

2.4 RELIANCE ON EXPERTS. In making any determination or in taking or not
taking any action under this Plan, the Administrator or the Board, as
the case may be, may obtain and may rely upon the advice of experts,
including employees of and professional advisors to the Company. No
director, officer or agent of the Company or any of its Affiliates
shall be liable for any such action or determination taken or made or
omitted in good faith.

2.5 DELEGATION. The Administrator may delegate ministerial,
non-discretionary functions to individuals who are officers or
employees of the Company or any of its Affiliates or to third parties.

3. ELIGIBILITY.

Awards may be granted under this Plan only to those persons that the
Administrator determines to be Eligible Persons. An "ELIGIBLE PERSON" means
any person who qualifies as one of the following at the time of grant of
the respective Award:

(a) an officer (whether or not a director) or employee of the Company or
any of its Affiliates;

(b) any member of the Board; or

(c) any director of one of the Company's Affiliates, or any individual
consultant or advisor who renders or has rendered bona fide services
(other than services in connection with the offering or sale of
securities of the Company or one of its

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Affiliates, as applicable, in a capital raising transaction or as a
market maker or promoter of that entity's securities) to the Company
or one of its Affiliates.

An advisor or consultant may be selected as an Eligible Person pursuant to
clause (c) above only if such person's participation in this Plan would not
adversely affect (1) the Company's eligibility to rely on the Rule 701
exemption from registration under the Securities Act for the offering of
shares issuable under this Plan by the Company, or (2) the Company's
compliance with any other applicable laws.

An Eligible Person may, but need not, be granted one or more Awards
pursuant to Section 5 and/or one or more Awards pursuant to Section 6. An
Eligible Person who has been granted an Award under this Plan may, if
otherwise eligible, be granted additional Awards under this Plan if the
Administrator so determines. However, a person's status as an Eligible
Person is not a commitment that any Award will be granted to that person
under this Plan. Furthermore, an Eligible Person who has been granted an
Award under Section 5 is not necessarily entitled to an Award under Section
6, or vice versa, unless otherwise expressly determined by the
Administrator.

Each Award granted under this Plan must be approved by the Administrator at
or prior to the grant of the Award.

4. SHARES SUBJECT TO THE PLAN.

4.1 SHARES AVAILABLE. Subject to the provisions of Section 7.3.1, the
shares that may be delivered under this Plan will be the Company's
authorized but unissued Common Shares. The Common Shares issued and
delivered may be issued and delivered for any lawful consideration.

4.2 SHARE LIMITS. Subject to the provisions of Section 7.3.1 and further
subject to the share counting rules of Section 4.3, the maximum number
of Common Shares that may be delivered pursuant to Awards granted
under this Plan will not exceed 2,595,108 shares.* As required under
U.S. Treasury Regulation Section 1.422-2(b)(3)(i), in no event will
the number of Common Shares that may be delivered pursuant to
Incentive Stock Options granted under this Plan exceed the Share
Limit.

4.3 REPLENISHMENT AND REISSUE OF UNVESTED AWARDS. To the extent that an
Award is settled in cash or a form other than Common Shares, the
shares that would have been delivered had there been no such cash or
other settlement shall not be counted against the shares available for
issuance under this Plan. No Award may be granted under this Plan
unless, on the date of grant, the sum of (a) the

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* Award grants (including the number of shares subject to Awards granted) must
be structured to satisfy the requirements of Rule 701 promulgated under the
Securities Act and applicable "blue sky" laws. Unless a higher percentage is
approved by at least two-thirds of the outstanding shares entitled to vote, at
no time shall the total number of shares subject to this Plan exceed a number of
shares which is equal to 30% of the then-outstanding number of the Company's
Common Shares (convertible preferred or convertible senior Common Shares will be
counted on an as if converted basis).

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maximum number of Common Shares issuable at any time pursuant to such
Award, plus (b) the number of Common Shares that have previously been
issued pursuant to Awards granted under this Plan, plus (c) the
maximum number of Common Shares that may be issued at any time after
such date of grant pursuant to Awards that are outstanding on such
date, does not exceed the Share Limit. Notwithstanding the foregoing,
Common Shares that are subject to or underlie Options granted under
this Plan that expire or for any reason are canceled or terminated
without having been exercised (or Common Shares subject to or
underlying the unexercised portion of such Options in the case of
Options that were partially exercised), as well as Common Shares that
are subject to Share Awards made under this Plan that are forfeited to
the Company or otherwise repurchased by the Company prior to the
vesting of such shares for a price not greater than the original
purchase or issue price of such shares (as adjusted pursuant to
Section 7.3.1) will again, except to the extent prohibited by law or
applicable listing or regulatory requirements (and subject to any
applicable limitations of the Code in the case of Awards intended to
be Incentive Stock Options), be available for subsequent Award grants
under this Plan. Shares that are exchanged by a Participant or
withheld by the Company as full or partial payment in connection with
any Award under this Plan, as well as any shares exchanged by a
Participant or withheld by the Company or one of its Affiliates to
satisfy the tax withholding obligations related to any Award, shall be
available for subsequent awards under this Plan.

4.4 RESERVATION OF SHARES. The Company shall at all times reserve a number
of Common Shares sufficient to cover the Company's obligations and
contingent obligations to deliver shares with respect to Awards then
outstanding under this Plan.

5. OPTION GRANT PROGRAM.

5.1 OPTION GRANTS IN GENERAL. Each Option shall be evidenced by an Award
Agreement in the form approved by the Administrator. The Award
Agreement evidencing an Option shall contain the terms established by
the Administrator for that Option, as well as any other terms,
provisions, or restrictions that the Administrator may impose on the
Option or any Common Shares subject to the Option; in each case
subject to the applicable provisions and limitations of this Section 5
and the other applicable provisions and limitations of this Plan. The
Administrator may require that the recipient of an Option promptly
execute and return to the Company his or her Award Agreement
evidencing the Option. In addition, the Administrator may require that
the spouse of any married recipient of an Option also promptly execute
and return to the Company the Award Agreement evidencing the Option
granted to the recipient or such other spousal consent form that the
Administrator may require in connection with the grant of the Option.

5.2 TYPES OF OPTIONS. The Administrator will designate each Option granted
under this Plan to a U.S. resident as either an Incentive Stock Option
or a Nonqualified

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Option, and such designation shall be set forth in the applicable
Award Agreement. Any Option granted under this Plan to a U.S. resident
that is not expressly designated in the applicable Award Agreement as
an Incentive Stock Option will be deemed to be designated a
Nonqualified Option under this Plan and not an "incentive stock
option" within the meaning of Section 422 of the Code. Incentive Stock
Options shall be subject to the provisions of Section 5.5 in addition
to the provisions of this Plan applicable to Options generally. The
Administrator may designate any Option granted under this Plan to a
non-U.S. resident in accordance with the rules and regulations
applicable to options in the jurisdiction in which such person is a
resident. The Administrator may, in its discretion, designate any
Option as an Early Exercise Option pursuant to Section 5.9.

5.3 OPTION PRICE.

5.3.1 Pricing Limits. Subject to the following provisions of this
Section 5.3.1, the Administrator will determine the purchase
price per share of the Common Shares covered by each Option
(the "exercise price" of the Option) at the time of the
grant of the Option, which exercise price will be set forth
in the applicable Award Agreement. In no case will the
exercise price of an Option be less than the greater of:

(a) the nominal value of the Common Shares;

(b) in the case of an Incentive Stock Option and subject to
clause (c) below, 100% of the Fair Market Value of the
Common Shares on the date of grant; or

(c) in the case of an Incentive Stock Option granted to a
Participant described in Section 5.6, 110% of the Fair
Market Value of the Common Shares on the date of grant.

5.3.2 Payment Provisions. The Company will not be obligated to
deliver certificates for the Common Shares to be purchased
on exercise of an Option unless and until it receives full
payment of the exercise price therefor, all related
withholding obligations under Section 7.6 have been
satisfied, and all other conditions to the exercise of the
Option set forth herein or in the Award Agreement have been
satisfied. The purchase price of any Common Shares purchased
on exercise of an Option must be paid in full at the time of
each purchase in such lawful consideration as may be
permitted or required by the Administrator, which may
include, without limitation, one or a combination of the
following methods:

(a) cash, check payable to the order of the Company, or
electronic funds transfer;

(b) notice and third party payment in such manner as may be
authorized by the Administrator;

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(c) the delivery of previously owned Common Shares;

(d) by a reduction in the number of Common Shares otherwise
deliverable pursuant to the Award;

(e) subject to such procedures as the Administrator may
adopt, pursuant to a "cashless exercise"; or

(f) if authorized by the Administrator or specified in the
applicable Award Agreement, by a promissory note of the
Participant consistent with the requirements of Section
5.3.3.

In no event shall any shares newly-issued by the Company be
issued for less than the minimum lawful consideration for
such shares or for consideration other than consideration
permitted by applicable law. In the event that the
Administrator allows a Participant to exercise an Award by
delivering Common Shares previously owned by such
Participant and unless otherwise expressly provided by the
Administrator, any shares delivered which were initially
acquired by the Participant from the Company (upon exercise
of an option or otherwise) must have been owned by the
Participant at least six months as of the date of delivery.
Common Shares used to satisfy the exercise price of an
Option (whether previously-owned shares or shares otherwise
deliverable pursuant to the terms of the Option) shall be
valued at their Fair Market Value on the date of exercise.
Unless otherwise expressly provided in the applicable Award
Agreement, the Administrator may eliminate or limit a
Participant's ability to pay the purchase or exercise price
of any Award by any method other than cash payment to the
Company. The Administrator may take all actions necessary to
alter the method of Option exercise and the exchange and
transmittal of proceeds with respect to Participants
resident in the People's Republic of China ("PRC") not
having permanent residence in a country other than the PRC
in order to comply with applicable PRC foreign exchange and
tax regulations.

5.3.3 Acceptance of Notes to Finance Exercise. The Company may,
with the Administrator's approval in each specific case,
accept one or more promissory notes from any Eligible Person
in connection with the exercise of any Option; provided that
any such note shall be subject to the following terms and
conditions:

(a) The principal of the note shall not exceed the amount
required to be paid to the Company upon the exercise,
purchase or acquisition of one or more Awards under
this Plan and the note shall be delivered directly to
the Company in consideration of such exercise, purchase
or acquisition.

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(b) The initial term of the note shall be determined by the
Administrator; provided that the term of the note,
including extensions, shall not exceed a period of five
years.

(c) The note shall provide for full recourse to the
Participant and shall bear interest at a rate
determined by the Administrator, but not less than the
interest rate necessary to avoid the imputation of
interest under the Code and to avoid any adverse
accounting consequences in connection with the
exercise, purchase or acquisition.

(d) If the employment or services of the Participant by or
to the Company and its Affiliates terminates, the
unpaid principal balance of the note shall become due
and payable on the 30th business day after such
termination; provided, however, that if a sale of the
shares acquired on exercise of the Option would cause
such Participant to incur liability under Section 16(b)
of the Exchange Act, the unpaid balance shall become
due and payable on the 10th business day after the
first day on which a sale of such shares could have
been made without incurring such liability assuming for
these purposes that there are no other transactions (or
deemed transactions) in securities of the Company by
the Participant subsequent to such termination.

(e) If required by the Administrator or by applicable law,
the note shall be secured by a pledge of any shares or
rights financed thereby or other collateral, in
compliance with applicable law.

The terms, repayment provisions, and collateral release
provisions of the note and the pledge securing the note
shall conform with all applicable rules and regulations,
including those of the Federal Reserve Board of the United
States and any applicable law, as then in effect.

5.4 VESTING; TERM; EXERCISE PROCEDURE.

5.4.1 Vesting. Except as provided in Section 5.9, an Option may be
exercised only to the extent that it is vested and
exercisable. The Administrator will determine the vesting
and/or exercisability provisions of each Option (which may
be based on performance criteria, passage of time or other
factors or any combination thereof), which provisions will
be set forth in the applicable Award Agreement. Unless the
Administrator otherwise expressly provides, once exercisable
an Option will remain exercisable until the expiration or
earlier termination of the Option. To the extent required to
satisfy applicable securities laws and subject to Section
5.7, no Option (except an Option granted to an officer,
director, or consultant of the Company or any of its
Affiliates) shall vest and become exercisable at a rate of
less than 20% per year over five years after the date the
Option is granted.

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5.4.2 Term. Each Option shall expire not more than 10 years after
its date of grant. Each Option will be subject to earlier
termination as provided in or pursuant to Sections 5.7 and
7.3. Any payment of cash or delivery of shares in payment of
or pursuant to an Option may be delayed until a future date
if specifically authorized by the Administrator in writing
and by the Participant.

5.4.3 Exercise Procedure. Any exercisable Option will be deemed to
be exercised when the Company receives written notice of
such exercise from the Participant (on a form and in such
manner as may be required by the Administrator), together
with any required payment made in accordance with Section
5.3 and Section 7.6 and any written statement required
pursuant to Section 7.5.1.

5.4.4 Fractional Shares/Minimum Issue. Fractional share interests
will be disregarded, but may be accumulated. The
Administrator, however, may determine that cash, other
securities, or other property will be paid or transferred in
lieu of any fractional share interests. No fewer than 100
shares (subject to adjustment pursuant to Section 7.3.1) may
be purchased on exercise of any Option at one time unless
the number purchased is the total number at the time
available for purchase under the Option.

5.5 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

5.5.1 US$100,000 Limit. To the extent that the aggregate Fair
Market Value of shares with respect to which incentive stock
options first become exercisable by a Participant in any
calendar year exceeds US$100,000, taking into account both
Common Shares subject to Incentive Stock Options under this
Plan and shares subject to incentive stock options under all
other plans of the Company or any of its Affiliates, such
options will be treated as nonqualified options. For this
purpose, the Fair Market Value of the shares subject to
options will be determined as of the date the options were
awarded. In reducing the number of options treated as
incentive stock options to meet the US$100,000 limit, the
most recently granted options will be reduced
(recharacterized as nonqualified options) first. To the
extent a reduction of simultaneously granted options is
necessary to meet the US$100,000 limit, the Administrator
may, in the manner and to the extent permitted by law,
designate which Common Shares are to be treated as shares
acquired pursuant to the exercise of an incentive stock
option.

5.5.2 Other Code Limits. Incentive Stock Options may only be
granted to individuals that are employees of the Company or
one of its Affiliates and satisfy the other eligibility
requirements of the Code. Any Award Agreement relating to
Incentive Stock Options will contain or shall be deemed to
contain such other terms and conditions as from time to time

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are required in order that the Option be an "incentive stock
option" as that term is defined in Section 422 of the Code.

5.5.3 ISO Notice of Sale Requirement. Any Participant who
exercises an Incentive Stock Option shall give prompt
written notice to the Company of any sale or other transfer
of the Common Shares acquired on such exercise if the sale
or other transfer occurs within (a) one year after the
exercise date of the Option, or (b) two years after the
grant date of the Option.

5.6 LIMITS ON 10% HOLDERS. No Incentive Stock Option may be granted to any
person who, at the time the Incentive Stock Option is granted, owns
(or is deemed to own under Section 424(d) of the Code) outstanding
shares of the Company (or any of its Affiliates) possessing more than
10% of the total combined voting power of all classes of shares of the
Company (or any of its Affiliates), unless the exercise price of such
Incentive Stock Option is at least 110% of the Fair Market Value of
the shares subject to the Incentive Stock Option and such Incentive
Stock Option by its terms is not exercisable after the expiration of
five years from the date such Incentive Stock Option is granted.

5.7 EFFECTS OF TERMINATION OF EMPLOYMENT ON OPTIONS.

5.7.1 Dismissal for Cause. Unless otherwise provided in the Award
Agreement and subject to earlier termination pursuant to or
as contemplated by Section 5.4.2 or 7.3, if a Participant's
employment by or service to the Company or any of its
Affiliates is terminated by such entity for Cause, the
Participant's Option will terminate on the Participant's
Severance Date, whether or not the Option is then vested
and/or exercisable.

5.7.2 Death or Disability. Unless otherwise provided in the Award
Agreement (consistent with applicable securities laws) and
subject to earlier termination pursuant to or as
contemplated by Section 5.4.2 or 7.3, if a Participant's
employment by or service to the Company or any of its
Affiliates terminates as a result of the Participant's death
or Total Disability:

(a) the Participant (or his or her Personal Representative
or Beneficiary, in the case of the Participant's Total
Disability or death, respectively), will have until the
date that is 12 months after the Participant's
Severance Date to exercise the Participant's Option (or
portion thereof) to the extent that it was vested and
exercisable on the Severance Date;

(b) the Option, to the extent not vested and exercisable on
the Participant's Severance Date, shall terminate on
the Severance Date; and

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(c) the Option, to the extent exercisable for the 12-month
period following the Participant's Severance Date and
not exercised during such period, shall terminate at
the close of business on the last day of the 12-month
period.

5.7.3 Other Terminations of Employment. Unless otherwise provided
in the Award Agreement (consistent with applicable
securities laws) and subject to earlier termination pursuant
to or as contemplated by Section 5.4.2 or 7.3, if a
Participant's employment by or service to the Company or any
of its Affiliates terminates for any reason other than a
termination by such entity for Cause or because of the
Participant's death or Total Disability:

(a) the Participant will have until the date that is 90
days after the Participant's Severance Date to exercise
his or her Option (or portion thereof) to the extent
that it was vested and exercisable on the Severance
Date;

(b) the Option, to the extent not vested and exercisable on
the Participant's Severance Date, shall terminate on
the Severance Date; and

(c) the Option, to the extent exercisable for the 90-day
period following the Participant's Severance Date and
not exercised during such period, shall terminate at
the close of business on the last day of the 90-day
period.

5.8 OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS.
Subject to Section 4 and Section 7.7 and the specific limitations on
Options contained in this Plan, the Administrator from time to time
may authorize, generally or in specific cases only, for the benefit of
any Eligible Person, any adjustment in the exercise price, the vesting
schedule, the number of shares subject to, or the term of, an Option
granted under this Plan by cancellation of an outstanding Option and a
subsequent regranting of the Option, by amendment, by substitution of
an outstanding Option, by waiver or by other legally valid means. Such
amendment or other action may result in, among other changes, an
exercise price that is higher or lower than the exercise price of the
original or prior Option, provide for a greater or lesser number of
Common Shares subject to the Option, or provide for a longer or
shorter vesting or exercise period.

5.9 EARLY EXERCISE OPTIONS. The Administrator may, in its discretion,
designate any Option as an Early Exercise Option which, by express
provision in the applicable Award Agreement, may be exercised prior to
the date such Option has vested. If the Participant elects to exercise
all or a portion of an Early Exercise Option before it is vested, the
Common Shares acquired under the Option which are attributable to the
unvested portion of the Option shall be Restricted Shares. The
applicable Award Agreement will specify the extent (if any) to which
and the time (if ever) at which the Participant will be entitled to
dividends, voting

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and other rights in respect of such Restricted Shares prior to
vesting, and the restrictions imposed on such shares and the
conditions of release or lapse of such restrictions. Unless otherwise
expressly provided in the applicable Award Agreement, such Restricted
Shares shall be subject to the provisions of Sections 6.6 through 6.9,
below.

6. SHARE AWARD PROGRAM.

6.1 SHARE AWARDS IN GENERAL. Each Share Award shall be evidenced by an
Award Agreement in the form approved by the Administrator. The Award
Agreement evidencing a Share Award shall contain the terms established
by the Administrator for that Share Award, as well as any other terms,
provisions, or restrictions that the Administrator may impose on the
Share Award; in each case subject to the applicable provisions and
limitations of this Section 6 and the other applicable provisions and
limitations of this Plan. The Administrator may require that the
recipient of a Share Award promptly execute and return to the Company
his or her Award Agreement evidencing the Share Award. In addition,
the Administrator may require that the spouse of any married recipient
of a Share Award also promptly execute and return to the Company the
Award Agreement evidencing the Share Award granted to the recipient or
such other spousal consent form that the Administrator may require in
connection with the grant of the Share Award.

6.2 TYPES OF SHARE AWARDS. The Administrator shall designate whether a
Share Award shall be a Restricted Share Award, and such designation
shall be set forth in the applicable Award Agreement.

6.3 PURCHASE PRICE.

6.3.1 Pricing Limits. Subject to the following provisions of this
Section 6.3, the Administrator will determine the purchase
price per share of the Common Shares covered by each Share
Award at the time of grant of the Award. In no case will
such purchase price be less than the greater of:

(a) the nominal value of the Common Shares;

(b) 85% of the Fair Market Value of the Common Shares on
the date of grant, or at the time the purchase is
consummated; or

(c) 100% of the Fair Market Value of the Common Shares on
the date of grant, or at the time the purchase is
consummated, in the case of any person who owns shares
possessing more than 10% of the total combined voting
power of all classes of shares of the Company or one of
its Affiliates.

6.3.2 Payment Provisions. The Company will not be obligated to
record in the Company's register of members, or issue
certificates evidencing, Common Shares awarded under this
Section 6 unless and until it receives full

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payment of the purchase price therefor and all other
conditions to the purchase, as determined by the
Administrator, have been satisfied, at which point the
relevant shares shall be issued and noted in the Company's
register of members. The purchase price of any shares
subject to a Share Award must be paid in full at the time of
the purchase in such lawful consideration as may be
permitted or required by the Administrator, which may
include, without limitation, one or a combination of the
methods set forth in clauses (a) through (f) in Section
5.3.2 and/or past services rendered to the Company or any of
its Affiliates.

6.4 VESTING. The restrictions imposed on the Common Shares subject to a
Restricted Share Award (which may be based on performance criteria,
passage of time or other factors or any combination thereof) will be
set forth in the applicable Award Agreement. To the extent required to
satisfy applicable securities laws, the restrictions imposed on the
Common Shares subject to a Restricted Share Award (other than an Award
granted to an officer, director, or consultant of the Company or any
of its Affiliates, which may include more restrictive provisions)
shall lapse as to such shares, subject to Section 6.8, at a rate of at
least 20% of the shares subject to the Award per year over the five
years after the date the Award is granted.

6.5 TERM. A Share Award shall either vest or be repurchased by the Company
not more than 10 years after the date of grant. Each Share Award will
be subject to earlier repurchase as provided in or pursuant to
Sections 6.8 and 7.3. Any payment of cash or delivery of shares in
payment for a Share Award may be delayed until a future date if
specifically authorized by the Administrator in writing and by the
Participant.

6.6 SHARE CERTIFICATES; FRACTIONAL SHARES. Share certificates evidencing
Restricted Shares will bear a legend making appropriate reference to
the restrictions imposed hereunder and will be held by the Company or
by a third party designated by the Administrator until the
restrictions on such shares have lapsed, the shares have vested in
accordance with the provisions of the Award Agreement and Section 6.4,
and any related loan has been repaid. Fractional share interests will
be disregarded, but may be accumulated. The Administrator, however,
may determine that cash, other securities, or other property will be
paid or transferred in lieu of any fractional share interests.

6.7 DIVIDEND AND VOTING RIGHTS. Unless otherwise provided in the
applicable Award Agreement, a Participant holding Restricted Shares
will be entitled to cash dividend and voting rights for all Restricted
Shares issued even though they are not vested, but such rights will
terminate immediately as to any Restricted Shares which are
repurchased by the Company.

6.8 TERMINATION OF EMPLOYMENT; RETURN TO THE COMPANY. Unless the
Administrator otherwise expressly provides, Restricted Shares subject
to an Award that remain subject to vesting conditions that have not
been satisfied by the time specified in

13

the applicable Award Agreement (which may include, without limitation,
the Participant's Severance Date), will not vest and will be
reacquired by the Company in such manner and on such terms as the
Administrator provides, which terms shall include return or repayment
of the lower of (a) the Fair Market Value of the Restricted Shares at
the time of the termination, or (b) the original purchase price of the
Restricted Shares, without interest, to the Participant to the extent
not prohibited by law. The Award Agreement shall specify any other
terms or conditions of the repurchase if the Award fails to vest.

6.9 WAIVER OF RESTRICTIONS. Subject to Sections 4 and 7.7 and the specific
limitations on Share Awards contained in this Plan, the Administrator
from time to time may authorize, generally or in specific cases only,
for the benefit of any Eligible Person, any adjustment in the vesting
schedule, or the restrictions upon or the term of, a Share Award
granted under this Plan by amendment, by substitution of an
outstanding Share Award, by waiver or by other legally valid means.

7. PROVISIONS APPLICABLE TO ALL AWARDS.

7.1 RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND BENEFICIARIES.

7.1.1 Employment Status. No person shall have any claim or rights
to be granted an Award (or additional Awards, as the case
may be) under this Plan, subject to any express contractual
rights (set forth in a document other than this Plan) to the
contrary.

7.1.2 No Employment/Service Contract. Nothing contained in this
Plan (or in any other documents under this Plan or related
to any Award) shall confer upon any Eligible Person or
Participant any right to continue in the employ or other
service of the Company or any of its Affiliates, constitute
any contract or agreement of employment or other service or
affect an employee's status as an employee at will, nor
shall interfere in any way with the right of the Company or
any Affiliate to change such person's compensation or other
benefits, or to terminate his or her employment or other
service, with or without cause at any time. Nothing in this
Section 7.1.2, or in Section 7.3 or 7.15, however, is
intended to adversely affect any express independent right
of such person under a separate employment or service
contract. An Award Agreement shall not constitute a contract
of employment or service.

7.1.3 Plan Not Funded. Awards payable under this Plan will be
payable in Common Shares or from the general assets of the
Company, and (except as to the share reservation provided in
Section 4.4) no special or separate reserve, fund or deposit
will be made to assure payment of such Awards. No
Participant, Beneficiary or other person will have any
right, title or interest in any fund or in any specific
asset (including Common Shares, except as expressly
provided) of the Company or any of its Affiliates by reason
of any Award hereunder. Neither the provisions of this Plan
(or of

14

any related documents), nor the creation or adoption of this
Plan, nor any action taken pursuant to the provisions of
this Plan will create, or be construed to create, a trust of
any kind or a fiduciary relationship between the Company or
any of its Affiliates and any Participant, Beneficiary or
other person. To the extent that a Participant, Beneficiary
or other person acquires a right to receive payment pursuant
to any Award hereunder, such right will be no greater than
the right of any unsecured general creditor of the Company.

7.1.4 Charter Documents. The Memorandum and Articles of
Association of the Company, as may lawfully be amended from
time to time, may provide for additional restrictions and
limitations with respect to the Common Shares (including
additional restrictions and limitations on the voting or
transfer of Common Shares) or priorities, rights and
preferences as to securities and interests prior in rights
to the Common Shares. To the extent that these restrictions
and limitations are greater than those set forth in this
Plan or any Award Agreement, such restrictions and
limitations shall apply to any Common Shares acquired
pursuant to the exercise of Awards and are incorporated
herein by this reference.

7.2 NO TRANSFERABILITY; LIMITED EXCEPTION TO TRANSFER RESTRICTIONS.

7.2.1 Limit On Exercise and Transfer. Unless otherwise expressly
provided in (or pursuant to) this Section 7.2, by applicable
law and by the Award Agreement, as the same may be amended:

(a) all Awards are non-transferable and will not be subject
in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge;

(b) Awards will be exercised only by the Participant; and

(c) amounts payable or shares issuable pursuant to an Award
will be delivered only to (or for the account of), and,
in the case of Common Shares, registered in the name
of, the Participant.

In addition, the shares shall be subject to the restrictions
set forth in the applicable Award Agreement.

7.2.2 Further Exceptions to Limits On Transfer. The exercise and
transfer restrictions in Section 7.2.1 will not apply to:

(a) transfers to the Company;

(b) transfers by gift to "immediate family" as that term is
defined in SEC Rule 16a-1(e) promulgated under the
Exchange Act;

15

(c) the designation of a Beneficiary to receive benefits if
the Participant dies or, if the Participant has died,
transfers to or exercises by the Participant's
Beneficiary, or, in the absence of a validly designated
Beneficiary, transfers by will or the laws of descent
and distribution; or

(d) if the Participant has suffered a disability, permitted
transfers or exercises on behalf of the Participant by
the Participant's duly authorized legal representative.

Notwithstanding anything else in this Section 7.2.2 to the
contrary, but subject to compliance with all applicable
laws, Incentive Stock Options and Restricted Share Awards
will be subject to any and all transfer restrictions under
the Code applicable to such awards or necessary to maintain
the intended tax consequences of such Awards.
Notwithstanding clause (b) above but subject to compliance
with all applicable laws, any contemplated transfer by gift
to "immediate family" as referenced in clause (b) above is
subject to the condition precedent that the transfer be
approved by the Administrator in order for it to be
effective.

7.3 ADJUSTMENTS; CHANGES IN CONTROL.

7.3.1 Adjustments. Upon or in contemplation of any
reclassification, recapitalization, share split (including a
share split in the form of a share dividend) or reverse
share split ("share split"); any merger, amalgamation,
combination, consolidation or other reorganization; any
split-up, spin-off, or similar extraordinary dividend
distribution in respect of the Common Shares (whether in the
form of securities or property); any exchange of Common
Shares or other securities of the Company, or any similar,
unusual or extraordinary corporate transaction in respect of
the Common Shares; or a sale of substantially all the assets
of the Company as an entirety; then the Administrator shall,
in such manner, to such extent (if any) and at such time as
it deems appropriate and equitable in the circumstances:

(a) proportionately adjust any or all of (1) the number of
Common Shares or the number and type of other
securities that thereafter may be made the subject of
Awards (including the specific share limits, maxima and
numbers of shares set forth elsewhere in this Plan),
(2) the number, amount and type of Common Shares (or
other securities or property) subject to any or all
outstanding Awards, (3) the grant, purchase, or
exercise price of any or all outstanding Awards, or (4)
the securities, cash or other property deliverable upon
exercise or vesting of any outstanding Awards, or

(b) make provision for a settlement by a cash payment or
for the assumption, substitution or exchange of any or
all outstanding

16
Awards (or the cash, securities or other property
deliverable to the holder(s) of any or all outstanding
Awards) based upon the distribution or consideration
payable to holders of the Common Shares upon or in
respect of such event.

The Administrator may adopt such valuation methodologies for
outstanding Awards as it deems reasonable in the event of a
cash, securities or other property settlement. In the case
of Options, but without limitation on other methodologies,
the Administrator may base such settlement solely upon the
excess (if any) of the amount payable upon or in respect of
such event over the exercise price of the Option to the
extent of the then vested and exercisable shares subject to
the Option.

The Administrator may make adjustments to and/or accelerate
the exercisability of Options in a manner that disqualifies
the Options as Incentive Stock Options without the written
consent of the Option holders affected thereby.

In any of such events, the Administrator may take such
action prior to such event to the extent that the
Administrator deems the action necessary to permit the
Participant to realize the benefits intended to be conveyed
with respect to the underlying shares in the same manner as
is or will be available to shareholders generally.

Any adjustment by the Administrator pursuant to this Section
7.3.1 shall be final, binding, and conclusive. Unless
otherwise expressly provided by the Administrator, in no
event shall a conversion of one or more outstanding shares
of the Company's preferred shares (if any) or any new
issuance of securities by the Company for consideration be
deemed, in and of itself, to require an adjustment pursuant
to this Section 7.3.1.

In the case of any event described in the first paragraph of
this Section 7.3.1, if no action is formally taken by the
Administrator in the circumstances with respect to
then-outstanding Awards, the proportionate adjustments
contemplated by clause (a) above shall nevertheless be
deemed to have been made with respect to the Awards
outstanding at the time of such event in order to preserve
the intended level of incentives.

7.3.2 Consequences of a Change in Control Event. Subject to
Sections 7.3.4 through 7.3.6, upon (or, as may be necessary
to effectuate the purposes of this acceleration, immediately
prior to) the occurrence of a Change in Control Event:

(a) each Option will become immediately vested and
exercisable, and

(b) Restricted Shares will immediately vest free of
forfeiture restrictions and/or restrictions giving the
Company the right to repurchase the shares at their
original purchase price;

17

provided, however, that such acceleration provision shall
not apply, unless otherwise expressly provided by the
Administrator, with respect to any Award to the extent that
the Administrator has made a provision for the substitution,
assumption, exchange or other continuation or settlement of
the Award, or the Award would otherwise continue in
accordance with its terms, in the circumstances.

The foregoing Change in Control Event provisions shall not
in any way limit the authority of the Administrator to
accelerate the vesting of one or more Awards in such
circumstances (including, but not limited to, a Change in
Control Event) as the Administrator may determine to be
appropriate, regardless of whether accelerated vesting of
all or a portion of the Award(s) is otherwise required or
contemplated by the foregoing in the circumstances.

7.3.3 Early Termination of Awards. Any Award, the vesting of which
has been accelerated to the extent required in the
circumstances as contemplated by Section 7.3.2 (or would
have been so accelerated but for Section 7.3.4 or 7.3.6),
shall terminate upon the related Change in Control Event,
subject to any provision that has been expressly made by the
Administrator, through a plan of reorganization or
otherwise, for the survival, substitution, assumption,
exchange or other continuation or settlement of such Award
and provided that, in the case of Options that will not
survive or be substituted for, assumed, exchanged, or
otherwise continued or settled in the Change in Control
Event, the holder of such Award shall be given reasonable
advance notice of the impending termination and a reasonable
opportunity to exercise his or her outstanding Options in
accordance with their terms before the termination of such
Awards (except that in no case shall more than ten days'
notice of accelerated vesting and the impending termination
be required and any acceleration may be made contingent upon
the actual occurrence of the event). For purposes of this
Section 7.3, an Award shall be deemed to have been "assumed"
if (without limiting other circumstances in which an Award
is assumed) the Award continues after the Change in Control
Event, and/or is assumed and continued by a Parent (as such
term is defined in the definition of Change in Control
Event) following a Change in Control Event, and confers the
right to purchase or receive, as applicable and subject to
vesting and the other terms and conditions of the Award, for
each Common Share subject to the Award immediately prior to
the Change in Control Event, the consideration (whether
cash, shares, or other securities or property) received in
the Change in Control Event by the shareholders of Company
for each Common Share sold or exchanged in such transaction
(or the consideration received by a majority of the
shareholders participating in such transaction if the
shareholders were offered a choice of consideration);
provided, however, that if the consideration offered for a
Common Share in the transaction is not solely the ordinary
or common shares of a successor Company or a Parent, the
Board may provide for the

18

consideration to be received upon exercise or payment of the
Award, for each share subject to the Award, to be solely
ordinary or common shares (as applicable) of the successor
Company or a Parent equal in Fair Market Value to the per
share consideration received by the shareholders
participating in the Change in Control Event.

7.3.4 Other Acceleration Rules. Any acceleration of Awards
pursuant to this Section 7.3 shall comply with applicable
legal requirements and, if necessary to accomplish the
purposes of the acceleration or if the circumstances
require, may be deemed by the Administrator to occur a
limited period of time not greater than 30 days before the
event that triggered such acceleration. Without limiting the
generality of the foregoing, the Administrator may deem an
acceleration to occur immediately prior to the applicable
event and/or reinstate the original terms of an Award if an
event giving rise to an acceleration does not occur. The
Administrator may override the provisions of this Section
7.3 as to any Award by express provision in the applicable
Award Agreement and may accord any Participant a right to
refuse any acceleration, whether pursuant to the Award
Agreement or otherwise, in such circumstances as the
Administrator may approve. The portion of any Incentive
Stock Option accelerated in connection with a Change in
Control Event or any other action permitted hereunder shall
remain exercisable as an Incentive Stock Option only to the
extent the applicable US$100,000 limitation on Incentive
Stock Options is not exceeded. To the extent exceeded, the
accelerated portion of the Option shall be exercisable as a
Nonqualified Option.

7.3.5 Possible Rescission of Acceleration. If the vesting of an
Award has been accelerated expressly in anticipation of an
event or upon shareholder approval of an event and the
Administrator later determines that the event will not
occur, the Administrator may rescind the effect of the
acceleration as to any then outstanding and unexercised or
otherwise unvested Awards.

7.3.6 Golden Parachute Limitation. Notwithstanding anything else
contained in this Section 7.3 to the contrary, in no event
shall an Award be accelerated under this Section 7.3 to an
extent or in a manner which would not be fully deductible by
the Company or one of its Affiliates for federal income tax
purposes because of Section 280G of the Code, nor shall any
payment hereunder be accelerated to the extent any portion
of such accelerated payment would not be deductible by the
Company or one of its Affiliates because of Section 280G of
the Code. If a holder of an Award would be entitled to
benefits or payments hereunder and under any other plan or
program that would constitute "parachute payments" as
defined in Section 280G of the Code, then the holder may by
written notice to the Company designate the order in which
such parachute payments will be reduced or modified so that
the Company or one of its Affiliates is not denied federal
income tax deductions for any "parachute payments" because
of Section

19

280G of the Code. Notwithstanding the foregoing, if a
Participant is a party to an employment or other agreement
with the Company or one of its Affiliates, or is a
participant in a severance program sponsored by the Company
or one of its Affiliates that contains express provisions
regarding Section 280G and/or Section 4999 of the Code (or
any similar successor provision), the Section 280G and/or
Section 4999 provisions of such employment or other
agreement or plan, as applicable, shall control as to any
Awards held by that Participant (for example, and without
limitation, a Participant may be a party to an employment
agreement with the Company or one of its Affiliates that
provides for a "gross-up" as opposed to a "cut-back" in the
event that the Section 280G thresholds are reached or
exceeded in connection with a change in control and, in such
event, the Section 280G and/or Section 4999 provisions of
such employment agreement shall control as to any Awards
held by that Participant).

7.4 TERMINATION OF EMPLOYMENT OR SERVICES.

7.4.1 Events Not Deemed a Termination of Employment. Unless the
Administrator otherwise expressly provides with respect to a
particular Award, if a Participant's employment by or
service to the Company or an Affiliate terminates but
immediately thereafter the Participant continues in the
employ of or service to another Affiliate or the Company, as
applicable, the Participant shall be deemed to have not had
a termination of employment or service for purposes of this
Plan and the Participant's Awards. Unless the express policy
of the Company or the Administrator otherwise provides, a
Participant's employment relationship with the Company or
any of its Affiliates shall not be considered terminated
solely due to any sick leave, military leave, or any other
leave of absence authorized by the Company or any Affiliate
or the Administrator; provided that, unless reemployment
upon the expiration of such leave is guaranteed by contract
or law, such leave is for a period of not more than 90 days.
In the case of any Participant on an approved leave of
absence, continued vesting of the Award while on leave from
the employ of or service with the Company or any of its
Affiliates will be suspended until the Participant returns
to service, unless the Administrator otherwise provides or
applicable law otherwise requires. In no event shall an
Award be exercised after the expiration of the term of the
Award set forth in the Award Agreement.

7.4.2 Effect of Change of Affiliate Status. For purposes of this
Plan and any Award, if an entity ceases to be an Affiliate,
a termination of employment or service will be deemed to
have occurred with respect to each Eligible Person in
respect of such Affiliate who does not continue as an
Eligible Person in respect of another Affiliate that
continues as such after giving effect to the transaction or
other event giving rise to the change in status.

20

7.4.3 Administrator Discretion. Notwithstanding the provisions of
Section 5.7 or 6.8, in the event of, or in anticipation of,
a termination of employment or service with the Company or
any of its Affiliates for any reason, the Administrator may
accelerate the vesting and exercisability of all or a
portion of the Participant's Award, and/or, subject to the
provisions of Sections 5.4.2 and 7.3, extend the
exercisability period of the Participant's Option upon such
terms as the Administrator determines and expressly sets
forth in or by amendment to the Award Agreement.

7.4.4 Termination of Consulting or Affiliate Services. If the
Participant is an Eligible Person solely by reason of clause
(c) of Section 3, the Administrator shall be the sole judge
of whether the Participant continues to render services to
the Company or any of its Affiliates, unless a written
contract or the Award Agreement otherwise provides. If, in
these circumstances, the Company or any Affiliate notifies
the Participant in writing that a termination of the
Participant's services to the Company or any Affiliate has
occurred for purposes of this Plan, then (unless the
contract or the Award Agreement otherwise expressly
provides), the Participant's termination of services with
the Company or Affiliate for purposes of this Plan shall be
the date which is 10 days after the mailing of the notice by
the Company or Affiliate or, in the case of a termination
for Cause, the date of the mailing of the notice.

7.5 COMPLIANCE WITH LAWS.

7.5.1 General. This Plan, the granting and vesting of Awards under
this Plan, and the offer, issuance and delivery of Common
Shares, the acceptance of promissory notes and/or the
payment of money under this Plan or under Awards are subject
to compliance with all applicable federal and state laws,
applicable foreign laws, rules and regulations (including
but not limited to state and federal securities laws, and
federal margin requirements) and to such approvals by any
listing, regulatory or governmental authority as may, in the
opinion of counsel for the Company, be necessary or
advisable in connection therewith. The person acquiring any
securities under this Plan will, if requested by the
Company, provide such assurances and representations to the
Company as the Administrator may deem necessary or desirable
to assure compliance with all applicable legal and
accounting requirements.

7.5.2 Compliance with Securities Laws. No Participant shall sell,
pledge or otherwise transfer Common Shares acquired pursuant
to an Award or any interest in such shares except in
accordance with the express terms of this Plan and the
applicable Award Agreement. Any attempted transfer in
violation of this Section 7.5 shall be void and of no
effect. Without in any way limiting the provisions set forth
above, no Participant shall make any disposition of all or
any portion of Common Shares acquired or to be

21


acquired pursuant to an Award, except in compliance with all
applicable federal and state securities laws and unless and
until:

(a) there is then in effect a registration statement under
the Securities Act covering such proposed disposition
and such disposition is made in accordance with such
registration statement;

(b) such disposition is made in accordance with Rule 144
under the Securities Act; or

(c) such Participant notifies the Company of the proposed
disposition and furnishes the Company with a statement
of the circumstances surrounding the proposed
disposition, and, if requested by the Company,
furnishes to the Company an opinion of counsel
acceptable to the Company's counsel, that such
disposition will not require registration under the
Securities Act and will be in compliance with all
applicable state securities laws.

Notwithstanding anything else herein to the contrary,
neither the Company or any Affiliate has any obligation to
register the Common Shares or file any registration
statement under either federal or state securities laws, nor
does the Company or any Affiliate make any representation
concerning the likelihood of a public offering of the Common
Shares or any other securities of the Company or any
Affiliate.

7.5.3 Share Legends. All certificates evidencing Common Shares
issued or delivered under this Plan shall bear the following
legends and/or any other appropriate or required legends
under applicable laws:

"OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS
CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO
SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW
AND UNDER AGREEMENTS WITH THE COMPANY, INCLUDING
RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER
DISPOSITION."

"THE SHARES ARE SUBJECT TO THE COMPANY'S RIGHT OF FIRST
REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE
COMPANY'S SHARE INCENTIVE PLAN AND AGREEMENTS WITH THE
COMPANY THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR REVIEW
AT THE OFFICE OF THE SECRETARY OF THE COMPANY."

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH
SECURITIES WILL BE

22


PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS
IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN
ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF
COUNSEL TO THE COMPANY, REGISTRATION UNDER THE ACT IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
ACT AND WITH APPLICABLE STATE SECURITIES LAWS."

7.5.4 Delivery of Financial Statements. The Company shall deliver
annually to Participants such financial statements of the
Company as are required to satisfy applicable securities
laws.

7.5.5 Confidential Information. Any financial or other information
relating to the Company obtained by Participants in
connection with or as a result of this Plan or their Awards
shall be treated as confidential.

7.6 TAX WITHHOLDING.

7.6.1 Tax Withholding. Upon any exercise, vesting, or payment of
any Award or upon the disposition of Common Shares acquired
pursuant to the exercise of an Incentive Stock Option prior
to satisfaction of the holding period requirements of
Section 422 of the Code, the Company or any of its
Affiliates shall have the right at its option to:

(a) require the Participant (or the Participant's Personal
Representative or Beneficiary, as the case may be) to
pay or provide for payment of at least the minimum
amount of any taxes which the Company or Affiliate may
be required to withhold with respect to such Award
event or payment;

(b) deduct from any amount otherwise payable (in respect of
an Award or otherwise) in cash to the Participant (or
the Participant's Personal Representative or
Beneficiary, as the case may be) the minimum amount of
any taxes which the Company or Affiliate may be
required to withhold with respect to such Award event
or payment; or

(c) reduce the number of Common Shares to be delivered by
(or otherwise reacquire shares held by the Participant
at least 6 months) the appropriate number of Common
Shares, valued at their then Fair Market Value, to
satisfy the minimum withholding obligation.

In any case where a tax is required to be withheld
(including taxes in the PRC where applicable) in connection
with the delivery of Common Shares under this Plan
(including the sale of Common Shares as may be required to
comply with foreign exchange rules in the PRC for
Participants resident in the PRC), the Administrator may in
its sole discretion (subject to

23


Section 7.5) grant (either at the time of the Award or
thereafter) to the Participant the right to elect, pursuant
to such rules and subject to such conditions as the
Administrator may establish, to have the Company reduce the
number of shares to be delivered by (or otherwise reacquire)
the appropriate number of shares, valued in a consistent
manner at their Fair Market Value or at the sales price in
accordance with authorized procedures for cashless
exercises, necessary to satisfy the minimum applicable
withholding obligation on exercise, vesting or payment. In
no event shall the shares withheld exceed the minimum whole
number of shares required for tax withholding under
applicable law. The Company may, with the Administrator's
approval, accept one or more promissory notes from any
Eligible Person in connection with taxes required to be
withheld upon the exercise, vesting or payment of any award
under this Plan; provided that any such note shall be
subject to terms and conditions established by the
Administrator and the requirements of applicable law.

7.6.2 Tax Loans. If so provided in the Award Agreement or
otherwise authorized by the Administrator, the Company may,
to the extent permitted by law, authorize a loan to an
Eligible Person in the amount of any taxes that the Company
or any of its Affiliates may be required to withhold with
respect to Common Shares received (or disposed of, as the
case may be) pursuant to a transaction described in Section
7.6.1. Such a loan will be for a term and at a rate of
interest and pursuant to such other terms and conditions as
the Company may establish, subject to compliance with
applicable law. Such a loan need not otherwise comply with
the provisions of Section 5.3.3.

7.7 PLAN AND AWARD AMENDMENTS, TERMINATION AND SUSPENSION.

7.7.1 Board Authorization. The Board may, at any time, terminate
or, from time to time, amend, modify or suspend this Plan,
in whole or in part. No Awards may be granted during any
period that the Board suspends this Plan.

7.7.2 Shareholder Approval. To the extent then required by
applicable law or any applicable listing agency or required
under Sections 162, 422 or 424 of the Code to preserve the
intended tax consequences of this Plan, or deemed necessary
or advisable by the Board, any amendment to this Plan shall
be subject to shareholder approval.

7.7.3 Amendments to Awards. Without limiting any other express
authority of the Administrator under (but subject to) the
express limits of this Plan, the Administrator by agreement
or resolution may waive conditions of or limitations on
Awards to Participants that the Administrator in the prior
exercise of its discretion has imposed, without the consent
of a Participant, and (subject to the requirements of
Sections 2.2 and 7.7.4) may make other changes to the terms
and conditions of Awards.

24


7.7.4 Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change of or
affecting any outstanding Award shall, without written
consent of the Participant, affect in any manner materially
adverse to the Participant any rights or benefits of the
Participant or obligations of the Company under any Award
granted under this Plan prior to the effective date of such
change. Changes, settlements and other actions contemplated
by Section 7.3 shall not be deemed to constitute changes or
amendments for purposes of this Section 7.7.

7.8 PRIVILEGES OF SHARE OWNERSHIP. Except as otherwise expressly
authorized by the Administrator or this Plan or in the Award
Agreement, a Participant will not be entitled to any privilege of
share ownership as to any Common Shares not actually delivered to and
held of record by the Participant. No adjustment will be made for
dividends or other rights as a shareholder for which a record date is
prior to such date of delivery.

7.9 SHARE-BASED AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY OTHER
COMPANY. Awards may be granted to Eligible Persons in substitution for
or in connection with an assumption of employee share options, share
appreciation rights, restricted shares or other share-based awards
granted by other entities to persons who are or who will become
Eligible Persons in respect of the Company or one of its Affiliates,
in connection with a distribution, merger, amalgamation or other
reorganization by or with the granting entity or an affiliated entity,
or the acquisition by the Company or one of its Affiliates, directly
or indirectly, of all or a substantial part of the shares or assets of
the employing entity. The Awards so granted need not comply with other
specific terms of this Plan, provided the Awards reflect only
adjustments giving effect to the assumption or substitution consistent
with the conversion applicable to the Common Shares in the transaction
and any change in the issuer of the security. Any shares that are
delivered and any Awards that are granted by, or become obligations
of, the Company, as a result of the assumption by the Company of, or
in substitution for, outstanding awards previously granted by an
acquired company (or previously granted by a predecessor employer (or
direct or indirect parent thereof) in the case of persons that become
employed by the Company or one of its Affiliates in connection with a
business or asset acquisition or similar transaction) shall not be
counted against the Share Limit or other limits on the number of
shares available for issuance under this Plan.

7.10 EFFECTIVE DATE OF THE PLAN. This Plan is effective upon the Effective
Date, subject to approval by the shareholders of the Company within
twelve months after the date the Board approves this Plan.

7.11 TERM OF THE PLAN. Unless earlier terminated by the Board, this Plan
will terminate at the close of business on the day before the 10th
anniversary of the Effective Date. After the termination of this Plan
either upon such stated expiration date or its earlier termination by
the Board, no additional Awards may

25


be granted under this Plan, but previously granted Awards (and the
authority of the Administrator with respect thereto, including the
authority to amend such Awards) shall remain outstanding in accordance
with their applicable terms and conditions and the terms and
conditions of this Plan.

7.12 GOVERNING LAW/SEVERABILITY.

7.12.1 Choice of Law. This Plan, the Awards, all documents
evidencing Awards and all other related documents will be
governed by, and construed in accordance with, the laws of
the British Virgin Islands.

7.12.2 Severability. If it is determined that any provision of this
Plan or an Award Agreement is invalid and unenforceable, the
remaining provisions of this Plan and/or the Award
Agreement, as applicable, will continue in effect provided
that the essential economic terms of this Plan and the Award
can still be enforced.

7.13 CAPTIONS. Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate
reference. Such headings will not be deemed in any way material or
relevant to the construction or interpretation of this Plan or any
provision thereof.

7.14 NON-EXCLUSIVITY OF PLAN. Nothing in this Plan will limit or be deemed
to limit the authority of the Board or the Administrator to grant
awards or authorize any other compensation, with or without reference
to the Common Shares, under any other plan or authority.

7.15 NO RESTRICTION ON CORPORATE POWERS. The existence of this Plan, the
Award Agreements, and the Awards granted hereunder, shall not limit,
affect or restrict in any way the right or power of the Board or the
shareholders of the Company to make or authorize: (a) any adjustment,
recapitalization, reorganization or other change in the Company's or
any Affiliate's capital structure or its business; (b) any merger,
amalgamation, consolidation or change in the ownership of the Company
or any Affiliate; (c) any issue of bonds, debentures, capital,
preferred or prior preference shares ahead of or affecting the
Company's authorized shares or the rights thereof; (d) any dissolution
or liquidation of the Company or any Affiliate; (e) any sale or
transfer of all or any part of the Company or any Affiliate's assets
or business; or (f) any other corporate act or proceeding by the
Company or any Affiliate. No Participant, Beneficiary or any other
person shall have any claim under any Award or Award Agreement against
any member of the Board or the Administrator, or the Company or any
employees, officers or agents of the Company or any Affiliate, as a
result of any such action.

7.16 OTHER COMPANY COMPENSATION OR BENEFIT PROGRAMS. Payments and other
benefits received by a Participant under an Award made pursuant to
this Plan shall not be deemed a part of a Participant's compensation
for purposes of the determination of benefits under any other employee
welfare or benefit plans or

26


arrangements, if any, provided by the Company or any Affiliate, except
where the Administrator or the Board expressly otherwise provides or
authorizes in writing. Awards under this Plan may be made in addition
to, in combination with, as alternatives to or in payment of grants,
awards or commitments under any other plans or arrangements of the
Company or any Affiliate.

8. DEFINITIONS.

"ADMINISTRATOR" has the meaning given to such term in Section 2.1.

"AFFILIATE" means (a) any entity (other than the Company) in an unbroken
chain of entities ending with the Company if, at the time of the
determination, each of the entities other than the Company owns shares
possessing fifty percent (50%) or more of the total combined voting power
of all classes of shares in one of the other entities in such chain, or (b)
any entity (other than the Company) in an unbroken chain of entities
beginning with the Company if, at the time of the determination, each of
the entities other than the last entity in the unbroken chain owns shares
possessing fifty percent (50%) or more of the total combined voting power
of all classes of shares in one of the other entities in such chain

"AWARD" means an award of any Option or Share Award, or any combination
thereof, whether alternative or cumulative, authorized by and granted under
this Plan.

"AWARD AGREEMENT" means any writing, approved by the Administrator, setting
forth the terms of an Award that has been duly authorized and approved.

"AWARD DATE" means the date upon which the Administrator took the action
granting an Award or such later date as the Administrator designates as the
Award Date at the time of the grant of the Award.

"BENEFICIARY" means the person, persons, trust or trusts designated by a
Participant, or, in the absence of a designation, entitled by will or the
laws of descent and distribution, to receive the benefits specified in the
Award Agreement and under this Plan if the Participant dies, and means the
Participant's executor or administrator if no other Beneficiary is
designated and able to act under the circumstances.

"BOARD" means the Board of Directors of the Company.

"CAUSE" with respect to a Participant means (unless otherwise expressly
provided in the applicable Award Agreement, or another applicable contract
with the Participant that defines such term for purposes of determining the
effect that a "for cause" termination has on the Participant's options
and/or share awards) a termination of employment or service based upon a
finding by the Company or any of its Affiliates, acting in good faith and
based on its reasonable belief at the time, that the Participant:

(a) has been negligent in the discharge of his or her duties to the
Company or any Affiliate, has refused to perform stated or assigned
duties or is incompetent in or

27


(other than by reason of a disability or analogous condition)
incapable of performing those duties;

(b) has been dishonest or committed or engaged in an act of theft,
embezzlement or fraud, a breach of confidentiality, an unauthorized
disclosure or use of inside information, customer lists, trade secrets
or other confidential information;

(c) has breached a fiduciary duty, or willfully and materially violated
any other duty, law, rule, regulation or policy of the Company or any
of its Affiliates; or has been convicted of, or plead guilty or nolo
contendere to, a felony or misdemeanor (other than minor traffic
violations or similar offenses);

(d) has materially breached any of the provisions of any agreement with
the Company or any of its Affiliates;

(e) has engaged in unfair competition with, or otherwise acted
intentionally in a manner injurious to the reputation, business or
assets of, the Company or any of its Affiliates; or

(f) has improperly induced a vendor or customer to break or terminate any
contract with the Company or any of its Affiliates or induced a
principal for whom the Company or any Affiliate acts as agent to
terminate such agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement
upon a contrary final determination by the Administrator) on the date on
which the Company or any Affiliate first delivers written notice to the
Participant of a finding of termination for Cause.

"CHANGE IN CONTROL EVENT" means any of the following:

(a) Approval by shareholders of the Company (or, if no shareholder
approval is required, by the Board alone) of the complete dissolution
or liquidation of the Company, other than in the context of a Business
Combination that does not constitute a Change in Control Event under
paragraph (c) below;

(b) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "PERSON")) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of either (1) the
then-outstanding Common Shares of the Company (the "OUTSTANDING
COMPANY COMMON SHARES") or (2) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "OUTSTANDING COMPANY
VOTING SECURITIES"); provided, however, that, for purposes of this
paragraph (b), the following acquisitions shall not constitute a
Change in Control Event; (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained
by the Company or any Affiliate or a successor, (D) any acquisition by
any entity pursuant to a Business Combination, (E) any acquisition by
a Person

28


described in and satisfying the conditions of Rule 13d-1(b)
promulgated under the Exchange Act, or (F) any acquisition by a Person
who is the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the Outstanding
Company Common Shares and/or the Outstanding Company Voting Securities
on the Effective Date (or an affiliate, heir, descendant, or related
party of or to such Person);

(c) Consummation of a reorganization, amalgamation, merger, statutory
share exchange or consolidation or similar corporate transaction
involving the Company or any other entity a majority of whose
outstanding voting shares or voting power is beneficially owned
directly or indirectly by the Company (a "SUBSIDIARY"), a sale or
other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or shares of another entity by
the Company or any of its Subsidiaries (each, a "BUSINESS
COMBINATION"), in each case unless, following such Business
Combination, (1) all or substantially all of the individuals and
entities that were the beneficial owners of the Outstanding Company
Common Shares and the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the then-outstanding ordinary
or common shares and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such
Business Combination (including, without limitation, an entity that,
as a result of such transaction, owns the Company or all or
substantially all of the Company's assets directly or through one or
more subsidiaries (a "PARENT")), and (2) no Person (excluding any
individual or entity described in clauses (C), (E) or (F) of paragraph
(b) above) beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, more than
50% of, respectively, the then-outstanding ordinary or common shares
of the entity resulting from such Business Combination or the combined
voting power of the then-outstanding voting securities of such entity,
except to the extent that the ownership in excess of 50% existed prior
to the Business Combination.

provided, however, that a transaction shall not constitute a Change in
Control Event if it is in connection with the underwritten public offering
of the Company's securities.

"CODE" means the Internal Revenue Code of 1986 of the United States, as
amended from time to time.

"COMMON SHARES" means the Company's Common Shares, nominal value US$0.01
per share, and such other securities or property as may become the subject
of Awards, or become subject to Awards, pursuant to an adjustment made
under Section 7.3.1 of this Plan.

"COMPANY" means ATA Testing Authority (Holdings) Limited, an international
business company organized under the laws of the British Virgin Islands,
and its successors.

29


"EARLY EXERCISE OPTION" shall mean an Option eligible for exercise prior to
vesting in accordance with the provisions of Section 5.9 of this Plan. An
Early Exercise Option may be a Nonqualified Option or an Incentive Stock
Option, as designated by the Administrator in the applicable Award
Agreement.

"EFFECTIVE DATE" means the date the Board approved this Plan.

"ELIGIBLE PERSON" has the meaning given to such term in Section 3 of this
Plan.

"EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United
States, as amended from time to time.

"FAIR MARKET VALUE," for purposes of this Plan and unless otherwise
determined or provided by the Administrator in the circumstances, means as
follows:

(a) If the Common Shares are listed or admitted to trade on the New York
Stock Exchange or other national securities exchange (the "EXCHANGE"),
the Fair Market Value shall equal the closing price of a Common Share
as reported on the composite tape for securities on the Exchange for
the date in question, or, if no sales of Common Shares were made on
the Exchange on that date, the closing price of a Common Share as
reported on said composite tape for the next preceding day on which
sales of Common Shares were made on the Exchange. The Administrator
may, however, provide with respect to one or more Awards that the Fair
Market Value shall equal the last closing price of a Common Share as
reported on the composite tape for securities listed on the Exchange
available on the date in question or the average of the high and low
trading prices of a Common Share as reported on the composite tape for
securities listed on the Exchange for the date in question or the most
recent trading day.

(b) If the Common Shares are not listed or admitted to trade on the a
national securities exchange, the Fair Market Value shall equal the
last price of a Common Share as furnished by the National Association
of Securities Dealers, Inc. (the "NASD") through the NASDAQ National
Market Reporting System (the "NATIONAL MARKET") for the date in
question, or, if no sales of Common Shares were reported by the NASD
through the National Market on that date, the last price of a Common
Share as furnished by the NASD through the National Market for the
next preceding day on which sales of Common Shares were reported by
the NASD. The Administrator may, however, provide with respect to one
or more Awards that the Fair Market Value shall equal the last closing
price of a Common Share as furnished by the NASD through the National
Market available on the date in question or the average of the high
and low trading prices of a Common Share as furnished by the NASD
through the National Market for the date in question or the most
recent trading day.

(c) If the Common Shares are not listed or admitted to trade on a national
securities exchange and is not reported on the National Market
Reporting System, the Fair

30


Market Value shall equal the mean between the bid and asked price for
a Common Share on such date, as furnished by the NASD or a similar
organization.

(d) If the Common Shares are not listed or admitted to trade on a national
securities exchange, are not reported on the National Market Reporting
System and if bid and asked prices for the shares are not furnished by
the NASD or a similar organization, the Fair Market Value shall be the
value as reasonably determined by the Administrator for purposes of
the Award in the circumstances.

The Administrator also may adopt a different methodology for determining
Fair Market Value with respect to one or more Awards if a different
methodology is necessary or advisable to secure any intended favorable tax,
legal or other treatment for the particular Award(s) (for example, and
without limitation, the Administrator may provide that Fair Market Value
for purposes of one or more Awards will be based on an average of closing
prices (or the average of high and low daily trading prices) for a
specified period preceding the relevant date).

Any determination as to Fair Market Value made pursuant to this Plan shall
be determined without regard to any restriction other than a restriction
which, by its terms, will never lapse, and shall be conclusive and binding
on all persons with respect to Awards granted under this Plan.

"INCENTIVE STOCK OPTION" means an Option that is designated and intended as
an "incentive stock option" within the meaning of Section 422 of the Code,
the award of which contains such provisions (including but not limited to
the receipt of shareholder approval of this Plan, if the award is made
prior to such approval) and is made under such circumstances and to such
persons as may be necessary to comply with that section.

"NONQUALIFIED OPTION" means an Option that is not an "incentive stock
option" within the meaning of Section 422 of the Code and includes any
Option designated or intended as a Nonqualified Option and any Option
designated or intended as an Incentive Stock Option that fails to meet the
applicable legal requirements thereof.

"OPTION" means an option to purchase Common Shares granted under Section 5
of this Plan. The Administrator will designate any Option granted to an
employee of the Company or an Affiliate as a Nonqualified Option or an
Incentive Stock Option and may also designate any Option as an Early
Exercise Option.

"PARTICIPANT" means an Eligible Person who has been granted and holds an
Award under this Plan.

"PERSONAL REPRESENTATIVE" means the person or persons who, upon the
disability or incompetence of a Participant, has acquired on behalf of the
Participant, by legal proceeding or otherwise, the power to exercise the
rights or receive benefits under this Plan by virtue of having become the
legal representative of the Participant.

"PLAN" means this ATA Testing Authority (Holdings) Limited Share Incentive
Plan, as it may hereafter be amended from time to time.

31


"PUBLIC OFFERING DATE" means the date the Common Shares are first
registered under the Exchange Act and listed or quoted on a recognized
national securities exchange or in the NASDAQ National Market Quotation
System.

"RESTRICTED SHARES" means Common Shares awarded to a Participant under this
Plan, subject to payment of such consideration and such conditions on
vesting (which may include, among others, the passage of time, specified
performance objectives or other factors) and such transfer and other
restrictions as are established in or pursuant to this Plan and the related
Award Agreement, to the extent such remain unvested and restricted under
the terms of the applicable Award Agreement.

"RESTRICTED SHARE AWARD" means an award of Restricted Shares.

"SECURITIES ACT" means the Securities Act of 1933 of the United States, as
amended from time to time.

"SEVERANCE DATE" with respect to a particular Participant means, unless
otherwise provided in the applicable Award Agreement:

(a) if the Participant is an Eligible Person under clause (a) of Section 3
and the Participant's employment by the Company or any of its
Affiliates terminates (regardless of the reason), the last day that
the Participant is actually employed by the Company or such Affiliate
(unless, immediately following such termination of employment, the
Participant is a member of the Board or, by express written agreement
with the Company or any of its Affiliates, continues to provide other
services to the Company or any Affiliate as an Eligible Person under
clause (c) of Section 3, in which case the Participant's Severance
Date shall not be the date of such termination of employment but shall
be determined in accordance with clause (b) or (c) below, as
applicable, in connection with the termination of the Participant's
other services);

(b) if the Participant is not an Eligible Person under clause (a) of
Section 3 but is an Eligible Person under clause (b) thereof, and the
Participant ceases to be a member of the Board (regardless of the
reason), the last day that the Participant is actually a member of the
Board (unless, immediately following such termination, the Participant
is an employee of the Company or any of its Affiliates or, by express
written agreement with the Company or any of its Affiliates, continues
to provide other services to the Company or any Affiliate as an
Eligible Person under clause (c) of Section 3, in which case the
Participant's Severance Date shall not be the date of such termination
but shall be determined in accordance with clause (a) above or (c)
below, as applicable, in connection with the termination of the
Participant's employment or other services);

(c) if the Participant is not an Eligible Person under clause (a) or
clause (b) of Section 3 but is an Eligible Person under clause (c)
thereof, and the Participant ceases to provide services to the Company
or any of its Affiliates as determined in accordance with Section
7.4.4 (regardless of the reason), the last day that the

32


Participant actually provides services to the Company or such
Affiliate as an Eligible Person under clause (c) of Section 3 (unless,
immediately following such termination, the Participant is an employee
of the Company or any of its Affiliates or is a member of the Board,
in which case the Participant's Severance Date shall not be the date
of such termination of services but shall be determined in accordance
with clause (a) or (b) above, as applicable, in connection with the
termination of the Participant's employment or membership on the
Board).

"SHARE AWARD" means an award of Common Shares under Section 6 of this Plan.
A Share Award may be a Restricted Share Award or an award of unrestricted
Common Shares.

"TOTAL DISABILITY" means a "total and permanent disability" within the
meaning of Section 22(e)(3) of the Code and, with respect to Awards other
than Incentive Stock Options, such other disabilities, infirmities,
afflictions, or conditions as the Administrator may include.



ATA TESTING AUTHORITY (HOLDINGS)
LIMITED
SHARE INCENTIVE PLAN




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