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1998 OMNIBUS STOCK OPTION PLAN

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AMERICAN AIRCARRIERS SUPPORT, INCORPORATED



1998 OMNIBUS STOCK OPTION PLAN



1. PURPOSE



The purpose of this Plan is to promote the interest of the Corporation and its stockholders and the Corporation's success by providing a method whereby a variety of equity-based incentive and other Awards may be granted to Employees and Directors of the Corporation and its Subsidiaries and to selected Consultants. 2. DEFINITIONS



A. "AWARD" means any form of stock option, restricted stock, Performance Unit, Performance Share, stock appreciation right, dividend equivalent or other incentive award granted under the Plan.



B. "AWARD NOTICE" means any written notice from the Corporation to a Participant or agreement between the Corporation and a Participant that establishes the terms applicable to an Award.



C. "BOARD OF DIRECTORS" means the Board of Directors of the Corporation.



D. "CODE" means the Internal Revenue Code of 1986, as amended. Any reference to the Code includes the regulations promulgated pursuant to the Code.



E. "COMMITTEE" means the Compensation Committee of the Board of Directors, or such other committee designated by the Board of Directors, which is authorized to administer the Plan under Section 3 hereof. The number of persons who shall serve on the Committee shall be specified from time to time by the Board of Directors; however, in no event shall there be fewer than two members of the Committee.



F. "COMMON STOCK" means Common Stock of the Corporation, $.001 par value per share.













G. "CONSULTANT" means any individual who renders services directly to the Corporation or a Subsidiary or to the Corporation's customers as defined and designated from time to time by the Committee.



H. "CORPORATION" means American Aircarriers Support, Incorporated, a Delaware corporation.



I. "DIRECTOR" means a member of the Board of Directors or a member of the Board of Directors of a Subsidiary.



J. "EMPLOYEE" means any employee of the Corporation or a Subsidiary and also includes non-employees to whom an offer of employment has been extended.



K. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.



L. "FAIR MARKET VALUE" means, "on any given date (i) if the Common Stock is traded in the over-the-counter market and not in The Nasdaq Stock Market or on any national securities exchange, the per share closing bid prices of the Common Stock as reported by Nasdaq or an equivalent generally accepted reporting service, (ii) if the Common Stock is traded in The Nasdaq Stock Market or on a national securities exchange, the per share closing price of the Common Stock on which it is so listed, as the case may be, (iii) if trading in the Common Stock is not reported by Nasdaq, the lowest per share bid price of the Common Stock as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, (iv) if no such reported price is reported for such date pursuant to (i), (ii) or (iii) above, then the bid, closing sale or bid price, respectively, on the first preceding day on which so reported, or (v) if the Common Stock is not so traded and/or reported for a 30-day period immediately preceding the date for determining Fair Market Value, the Committee shall, in good faith and in conformity with the requirements of Section 422 of the Code, establish a method for determining the Fair Market Value."



M. "PARTICIPANT" means any individual to whom an Award is granted under the Plan.











N. "PERFORMANCE SHARE" means a Unit expressed in terms of, or valued by reference to, a share of Common Stock.



O. "PERFORMANCE UNIT" means a Unit valued by reference to designated criteria established by the Committee, other than Common Stock.



P. "PLAN" means this Plan, which shall be known as American Aircarriers Support, Incorporated 1998 Omnibus Stock Option Plan.



Q. "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or any successor rule.



R. "SUBSIDIARY" means a corporation or other business entity (i) of which the Corporation directly or indirectly has an ownership interest of 50% or more, or (ii) of which it has a right to elect or appoint 50% or more of the board of directors or other governing body. A Subsidiary shall include both currently owned Subsidiaries as well as any Subsidiary hereafter acquired.



S. "UNIT" means a bookkeeping entry used by the Corporation to record the grant of an Award until such time as the Award is paid, cancelled, forfeited or terminated.



3. ADMINISTRATION



A. The Plan shall be administered by the Committee. The Committee shall have the authority to:



(i) construe and interpret the Plan;



(ii) promulgate, amend and rescind rules relating to the

implementation of the Plan;



(iii) make all determinations necessary or advisable for the

administration of the Plan, including the selection of

Employees, Consultants and affiliated individuals who

shall be granted Awards, the number of shares of Common

Stock or Units to be subject to each Award, the Award

price, if any, the vesting or duration of Awards, and

the designation of stock options as incentive stock

options or non-qualified stock options;



(iv) determine the disposition of Awards in the event of a

Participant's divorce or dissolution of marriage;











(v) determine whether Awards will be granted alone or in

combination or in tandem with other Awards;



(vi) determine whether cash will be paid or Awards will be

granted in replacement of, or as alternatives to, other

grants under the Plan or any other incentive or

compensation plan of the Corporation, a Subsidiary or an

acquired business unit.



B. Subject to the requirements of applicable law, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award, or any Award Notice; take any and all other actions it deems necessary or advisable for the proper administration of the Plan; designate persons other than members of the Committee to carry out its responsibilities; and prescribe such conditions and limitations as it may deem appropriate; except that the Committee may not delegate its authority with regard to the selection for participation of, or the granting of Awards to, persons under Section 16 of the Exchange Act. Any determination, decision, or action of the Committee in connection with the construction, interpretation, administration, or application of the Plan shall be final, conclusive and binding upon all persons validly claiming under or through persons participating in the Plan.



C. The Committee may at any time, and from time to time amend or cancel any outstanding Award, but only with the consent of the person to whom the Award was granted. Any Award granted may be converted, modified, forfeited or canceled, prospectively or retroactively, in whole or in part, by the Committee in its sole discretion. However, no such action may impair the rights of any person to whom the Award was granted without his or her consent. The Committee may, in its sole discretion, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Award.



4. ELIGIBILITY



A. Any Employee is eligible to become a Participant in the Plan.





B. Directors who are not Employees of the Corporation or a Subsidiary shall receive Awards in accordance with Section 7.



C. Consultants who are not Directors of the Corporation shall be eligible to receive Awards in accordance with Section 8.



5. SHARES AVAILABLE



Subject to Section 16 of the Plan, the maximum number of shares of Common Stock issuable on exercise of options (or other Awards) granted under the Plan (including incentive stock options) shall be 900,000. Notwithstanding the foregoing sentence, the maximum number of shares of Common Stock that may be awarded under this Plan in the form of restricted stock awards pursuant to Section 10 may be limited by the Committee. If an option or SAR expires or is terminated, surrendered or canceled without have been fully exercised, if restricted stock or Performance Shares are forfeited, or if any other grant results in any shares not being issued, the unused shares covered by any such Award shall again be available for grant under the Plan to any Participant who is not subject to Section 16 of the Exchange Act.



6. TERM



The Plan shall become effective on February 9, 1998. No Award shall be granted pursuant to the Plan on or after the tenth anniversary date of such date, but Awards granted prior to such tenth anniversary may extend beyond that date to the date(s) specified in the agreement(s) covering such Awards.



7. AWARDS TO NON-EMPLOYEE DIRECTORS



Options granted to Directors who are not Employees of the Corporation or a Subsidiary shall be subject to the following terms:



(i) The exercise price shall be not less than 85% of the

Fair Market Value of the underlying Shares of Common

Stock on the date of the grant, payable in accordance

with the alternatives stated in Section 9.B.(ii) of the

Plan;





(ii) The term of the options shall be not more than ten (10)

years;



(iii) The options shall be subject to Section 14 of the Plan.



8. AWARDS TO CONSULTANTS



Consultants shall receive Awards in accordance with the following terms:



A. No Awards of incentive stock options shall be made to Consultants.



B. Awards of non-qualified stock options to such Consultants shall be subject to the following terms:



(i) The exercise price shall be not less than 85% of the

Fair Market Value of the underlying shares of Common

Stock on the date of the grant, payable in accordance

with the alternatives stated in Sections 9.B(ii) and

(iii) of the Plan;



(i
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