1998 STOCK INCENTIVE PLAN

EXHIBIT 4.1

POWERSMART, INC.
1998 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the PowerSmart, Inc. 1998 Stock Incentive Plan (the "Plan")
is to promote the best interests of PowerSmart, Inc. (together with any
successor thereto, the "Company") and its Subsidiaries, as defined in the
Internal Revenue Code of 1986, as amended (the "Code"), and any entities of
which at least twenty percent (20%) of the equity interest is held directly or
indirectly by the Company (together "Affiliates"), by encouraging and providing
for the acquisition of an equity interest in the success of the Company by
employees, non-employee members of the Board of Directors and certain
consultants and advisors and by enabling the Company and its Affiliates to
attract and retain the services of such individuals upon whose judgment,
interest, skills, and special effort the successful conduct of their operations
is largely dependent.

SECTION 2. EFFECTIVE DATE

The Plan shall become effective on June 1, 1998, subject, however, to the
approval of the Plan by the Company's stockholders within twelve (12) months
before or after the date of adoption of the Plan by the Board of Directors of
the Company (the "Board"). To the extent that any awards are made under the Plan
prior to its approval by stockholders, they shall be contingent on approval of
the Plan by the Company's stockholders.

SECTION 3. ADMINISTRATION

The Plan shall be administered by the Board. The Board may allocate all or
any portion of its responsibilities to any one or more of its members and may
delegate all or any part of its responsibilities and powers to a committee of
the Board consisting of at least two members or to any person or persons
selected by it, except to the extent prohibited by applicable law or the
applicable rules of a stock exchange or market. Any such allocation or
delegation may be revoked by the Board at any time. Subject to the express
provisions of the Plan, the Board shall have complete authority, in its
discretion, to determine those individuals to whom awards shall be granted. In
making such determinations, the Board may take into account the nature of the
services rendered by the respective individuals, their present and potential
contributions to the success of the Company, and such other factors as the Board
in its discretion shall deem relevant. Subject to the express provisions of the
Plan, the Board shall also have complete authority to determine the types of
awards and the number of shares covered by the awards, to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms, conditions, performance criteria, restrictions and other
provisions of such awards (which need not be identical among participants) and
to make all other determinations necessary or advisable for the administration
of the Plan. The Board's determinations on the matters referred to in this
paragraph shall be conclusive.

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SECTION 4. ELIGIBILITY AND PARTICIPATION

Participants in the Plan shall be selected by the Board from among those
individuals who are an employee or a non-employee director of the Company or of
any of its Affiliates, consultants, or advisors providing valuable services to
the Company (irrespective of their respective citizenship, residence or
domicile), as the Board may designate from time to time (the "Participants").
The Board shall consider such factors as it deems appropriate in selecting
Participants and in determining the type and amount of their respective awards.
The Board's designation of a Participant in any year shall not require the Board
to designate such person to receive an award in any other year.

SECTION 5. STOCK SUBJECT TO PLAN

5.1 NUMBER. Subject to adjustment as provided in Section 5.3, the
maximum number of shares of common stock of the Company, $0.01 par value
("Stock"), which may be issued under the Plan shall be 2,250,000. The shares to
be delivered under the Plan may consist, in whole or in part, of authorized but
unissued Stock or treasury Stock.

5.2 UNUSED STOCK; UNEXERCISED RIGHTS. If, after the effective date of
the Plan, any shares of Stock covered by an award granted under the Plan, or to
which any award relates, are forfeited or if an award otherwise terminates,
expires or is canceled prior to the delivery of all of the shares of Stock or of
other consideration issuable or payable pursuant to such award, then the number
of shares of Stock counted against the number of shares available under the Plan
in connection with the grant of such award, shall again be available for the
granting of additional awards under the Plan to the extent determined to be
appropriate by the Board.

5.3 ADJUSTMENT IN CAPITALIZATION.

(a) In the event that the Board shall determine that any dividend or
other distribution (whether in the form of cash, Stock, other securities or
other property), recapitalization, stock split, reorganization, merger as
to which the Company is the surviving corporation, consolidation, split-up,
spin-off, combination, repurchase or exchange of Stock or other securities
of the Company, issuance of warrants or other rights to purchase Stock or
other securities of the Company, or other similar corporate transaction or
event affects the Stock such that an adjustment is determined by the Board
to be appropriate in order to prevent dilution or enlargement of the awards
or potential awards intended to be made available under the Plan, then the
Board may, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of shares of Stock subject to the Plan and which
thereafter may be made the subject of awards under the Plan; (ii) the
number and type of shares of Stock subject to outstanding awards; and (iii)
the grant, purchase or exercise price with respect to any award, or, if
deemed appropriate, make provision for a cash payment to the holder of an
outstanding award; PROVIDED, HOWEVER, in each case, that with respect to
awards of incentive stock options no such adjustment shall be authorized to
the extent that such adjustment would cause such options previously awarded
to cease to be treated as incentive stock options; and PROVIDED FURTHER,
HOWEVER, that the number of shares of Stock subject to any award payable or
denominated in Stock shall always be a whole number.

(b) In the event of a merger or similar reorganization in which the
Company does not survive, or a sale of substantially all of the assets of
the Company, the Company shall use commercially reasonable efforts to make

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adequate provisions such that incentive options and non-qualified options
outstanding hereunder, to the extent not then exercised, shall vest in
accordance with the express provisions of the Plan. Subject to such
vesting, the options shall continue to represent the right to purchase the
number of shares of stock to which the holder of such option would have
been entitled had the non-exercised portion of such option been exercised
in full on the date of such corporate action.

SECTION 6. TERM OF THE PLAN

No award shall be granted under the Plan after May 31, 2008. However,
unless otherwise expressly provided in the Plan or in an applicable award
agreement, any award theretofore granted may extend beyond such date and, to the
extent set forth in the Plan, the authority of the Board to amend, alter,
adjust, suspend, discontinue or terminate any such award, or to waive any
conditions or restrictions with respect to any such award, and the authority of
the Board to amend the Plan, shall extend beyond such date.

SECTION 7. STOCK OPTIONS

7.1 GRANT OF OPTIONS. Options may be granted to Participants at any
time and from time to time as shall be determined by the Board. The Board shall
have complete discretion in determining the number, terms and conditions of
options granted to a Participant. The Board also shall determine whether an
option is intended to be an incentive stock option within the meaning of Section
422 of the Code or a nonqualified stock option; PROVIDED, HOWEVER, that only
Participants who are employees of the Company or one of its Subsidiaries at the
time of grant may receive grants of incentive stock options.

7.2 INCENTIVE STOCK OPTIONS.

(a) EXERCISE. Except as provided in paragraph (b) below, incentive
stock options shall be exercisable at option prices of not less than one
hundred percent (100%) of the fair market value of the Stock on the date of
grant, as such fair market value is determined by such methods or
procedures as shall be established from time to time by the Board ("Fair
Market Value"), and shall be exercisable over not more than ten (10) years
after the date of grant.

(b) TEN-PERCENT OWNERS. Anything in this Plan to the contrary
notwithstanding, the following terms and conditions shall apply to
incentive stock options granted hereunder to a "10-percent owner." For this
purpose, a "10-percent owner" shall mean a Participant who, at the time the
incentive stock option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or of any Subsidiary thereof. In determining stock ownership,
an optionee shall be considered as owning the stock owned, directly or
indirectly, by or for his spouse (other than a spouse who is legally
separated from the optionee under a decree of divorce or separate
maintenance), and his children, grandchildren and parents. With respect to
a 10-percent owner, the price at which shares of Stock may be purchased
under an incentive stock option granted pursuant to this Plan shall be not
less than one hundred ten percent (110%) of the Fair Market Value thereof

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on the date of grant. Incentive stock options granted to a 10-percent owner
shall be exercisable over not more than five (5) years after the date of
grant.

(c) TERMINATION IN EMPLOYMENT. Except as otherwise provided by the
Board, no incentive stock option may be exercised more than (i) three (3)
months after a Participant terminates his employment with the Company for
any reason other than death or disability as determined by the Board or
(ii) twelve (12) months after a Participant terminates his employment with
the Company by reason of death or disability as determined by the Board. In
all other respects, the terms of any incentive stock option granted under
the Plan are intended to comply with the provisions of Section 422 of the
Code (or any successor provision thereto) and any regulations promulgated
thereunder.

(d) LIMITS ON INCENTIVE STOCK OPTIONS. The aggregate Fair Market
Value, as determined by the Board, of the Stock with respect to which
incentive stock options are exercisable for the first time by a Participant
during any calendar year under all plans of the Company and its
Subsidiaries shall not exceed one hundred thousand dollars ($100,000), and
any grant of an incentive stock option that is in excess of such limit
shall be treated as a nonqualified stock option. For purposes of this
paragraph, the Fair Market Value of the Stock subject to an incentive stock
option shall be determined as of the date the incentive stock option is
granted.

(e) REDESIGNATION AS NONQUALIFIED STOCK OPTION. If an incentive stock
option at any time fails to meet the requirements of Section 422 of the
Code, such option, to the extent the requirements of Section 422 of the
Code are not met, shall be treated as a nonqualified stock option for
Federal income tax purposes automatically without further action by the
Board, effective as of the first date on which any such requirement was not
met. The requirements for incentive stock options under Section 422 of the
Code include minimum holding period requirements that specify that the
stock acquired upon exercise of an incentive stock option must be held for
at least two years from the date of grant and one year from the date of
exercise.

7.3 NONQUALIFIED STOCK OPTIONS. Nonqualified stock options will be
exercisable at option prices of not less than one hundred percent (100%) of the
Fair Market Value of the Stock on the date of grant, unless otherwise determined
by the Board. Nonqualified stock options will be exercisable at such times and
subject to such terms and conditions as determined by the Board at grant or
thereafter.

7.4 AWARD AGREEMENT. Each option shall be evidenced by an award agreement
that shall specify the type of option granted, the option price, the duration of
the option, the number of shares of Stock covered by the option and such other
provisions as the Board shall determine.

7.5 PAYMENT. Subject to the following provisions of this Section 7.5, the
full option price for shares of Stock purchased upon the exercise of any option
shall be paid at the time of such exercise (except that, in the case of an
exercise arrangement approved by the Board and described in clause (b) of this
Section 7.5, payment may be made as soon as practicable after the exercise). The
Board shall determine the methods and the forms for payment of the purchase

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price of options, including (a) by effective receipt of cash or, to the extent
permitted by the Board, other mature shares of the Company (as defined by U.S.
Generally Accepted Accounting Principles) having a then Fair Market Value equal
to the purchase price of such shares or any combination thereof; or (b) by
authorizing a third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire option price and any
tax withholding resulting from such exercise. Shares of Stock tendered shall be
duly endorsed in blank or accompanied by stock powers duly endorsed in blank.
Upon receipt of the payment of the entire option price for the shares so
purchased, certificates for such shares shall be delivered to the Participant.

SECTION 8. STOCK APPRECIATION RIGHTS

8.1 GRANT OF STOCK APPRECIATION RIGHTS. Stock appreciation rights may
be granted to Participants. Each grant of stock appreciation rights shall be in
writing. A stock appreciation right may relate to a specific option granted
under the Plan and may, in such case, relate to all or part of the option shares
covered by the related option, or may be granted independently of any option
granted under the Plan. Stock appreciation rights granted in tandem or in
addition to an option may be granted either at the same time as the option or at
a later time. Subject to the terms of the Plan, the grant price, term,
calculation of Fair Market Value, and any other terms and conditions of any
stock appreciation right shall be as determined by the Board.

8.2 EXERCISE OR MATURITY OF STOCK APPRECIATION RIGHTS. The Board may
impose such conditions or restrictions on the exercise of any stock appreciation
right as it may deem appropriate. A stock appreciation right shall entitle the
Participant to receive from the Company an amount equal to the excess of the
Fair Market Value of a share of Stock on the date of exercise of the stock
appreciation right over the exercise price thereof. The Board shall determine
the time or times at which or the event or events upon which a stock
appreciation right may be exercised in whole or in part, the method of exercise
and whether such stock appreciation right shall be settled in cash, Stock, a
combination of cash and Stock or some other form; PROVIDED, HOWEVER, that unless
otherwise determined by the Board, stock appreciation rights that relate to a
specific option granted under the Plan shall be exercisable or shall mature at
such time or times, on the conditions and to the extent and in the proportion,
that any related option is exercisable and may be exercised or mature for all or
part of the shares of Stock subject to the related option.

SECTION 9. RESTRICTED STOCK

9.1 AWARDS. The Board is hereby authorized to issue restricted stock
to Participants, with or without payment therefor, as additional compensation,
or in lieu of other compensation, for their services to the Company and/or any
Affiliate. Restricted stock shall be subject to such terms and conditions as the
Board determines appropriate, including, without limitation, restrictions on
sale or other disposition and the right of the Company to reacquire such
restricted stock upon termination of the Participant's employment within
specified periods, as prescribed by the Board.

9.2 OTHER RESTRICTIONS. Without limitation, such terms and conditions
may provide that restricted stock shall be subject to forfeiture if the Company
or the Participant fails to achieve certain goals established by the Board over

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a designated period of time. The goals established by the Board may relate to
any one or more of the following: revenues, earnings per share, return on
shareholder equity, return on average total capital employed, return on net
assets employed before interest and taxes, economic value added and/or such
other goals as may be established by the Board in its discretion. In the event
the minimum goal established by the Board is not achieved at the conclusion of a
period, all shares of restricted stock shall be forfeited. In the event the
maximum goal is achieved, no shares of restricted stock shall be forfeited.
Partial achievement of the maximum goal may result in forfeiture corresponding
to the degree of nonachievement to the extent specified in writing by the Board
when the grant is made. The Board shall certify in writing as to the degree of
achievement after completion of the performance period.

9.3 REGISTRATION. Any restricted stock granted under the Plan to a
Participant may be evidenced in such manner as the Board may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of shares of restricted stock granted under the Plan to a Participant,
such certificate shall be registered in the name of the Participant and shall
bear an appropriate legend (as determined by the Board) referring to the terms,
conditions and restrictions applicable to such restricted stock.

9.4 OTHER RIGHTS. Unless otherwise determined by the Board, during the
period of restriction, Participants holding shares of restricted stock granted
hereunder may exercise full voting rights with respect to those shares and shall
be entitled to receive all dividends and other distributions paid or made with
respect to those shares while they are so held; PROVIDED, HOWEVER, that the
Board may provide in any grant of shares of restricted stock that payment of
dividends thereon may be deferred until termination of the period of restriction
and may be made subject to the same restrictions regarding forfeiture as apply
to such shares of restricted stock. If any such dividends or distributions are
paid in shares of Stock, the shares shall be subject to the same restrictions on
transferability as the shares of restricted stock with respect to which they
were paid.

9.5 FORFEITURE. Unless the Board otherwise determines at or after
grant, upon termination of employment or service of a Participant with the
Company (as determined under criteria established by the Board) for any reason
during the applicable period of restriction, all shares of restricted stock
still subject to restriction shall be forfeited by the Participant to the
Company; PROVIDED, HOWEVER, that the Board may, when it finds that a waiver
would be in the best interests of the Company, waive in whole or in part any or
all remaining restrictions with respect to shares of restricted stock held by a
Participant.

SECTION 10. PERFORMANCE SHARES AND PERFORMANCE UNITS

10.1 ISSUANCE. The Board is hereby authorized to grant performance
shares and performance units to Participants. Subject to Section 5.1, the Board
shall have complete discretion in determining the number of performance units
and performance shares granted to a Participant and the other terms and
conditions of such awards.

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10.2 PERFORMANCE SHARES. The Board may grant the right to receive
shares of Stock ("performance shares") to a Participant that the Participant may
earn in whole or in part if the Company or the Participant achieves certain
performance goals established by the Board over a designated period of time as
determined by the Board. Any such grant shall be in writing. The Board shall
have the discretion to satisfy an obligation to deliver a Participant's
performance shares by delivery of less than the number of shares earned together
with a cash payment equal to the then Fair Market Value of the shares not
delivered. The number of shares of Stock reserved for issuance under the Plan
shall be reduced only by the number of shares delivered in respect of earned
performance shares. At the time of making an award of performance shares, the
Board shall set forth the consequences of the termination of a Participant's
employment or service with the Company or an Affiliate prior to the expiration
of the designated performance period in respect of which the performance shares
are awarded.

10.3 PERFORMANCE UNITS. The Board may grant the right to receive cash
or shares of Stock ("performance units") to a Participant that the Participant
may earn in whole or in part if the Company or the Participant achieves certain
performance goals established by the Board over a designated period of time as
determined by the Board. Any such grant shall be in writing. Payment of a
performance unit earned may be in cash or in shares of Stock or in a combination
of both, as the Board in its sole discretion determines. The number of shares of
Stock reserved for issuance under the Plan shall be reduced only by the number
of shares delivered in payment of performance units. At the time of making an
award of performance units, the Board shall set forth the consequences of the
termination of a Participant's employment or service with the Company or an
Affiliate prior to the expiration of the designated performance period in
respect of which the performance units are awarded.

10.4 PERFORMANCE GOALS. Unless the Board otherwise determines at the
time of grant of performance shares or performance units, the performance
objectives with respect to such award shall include at least one of the
following criteria, which may be determined solely by reference to the
performance of the Company or a Subsidiary or based on comparative performance
relative to other companies: (i) total return to shareholders, (ii) return on
equity, (iii) operating income or net income, (iv) return on capital, (v)
economic value added, (vi) earnings per share of Stock, or (vii) market price of
the Stock. Except to the extent otherwise expressly provided herein, the Board
may, at any time and from time to time, change the performance objectives
applicable with respect to any performance shares or performance units to
reflect such factors, including, without limitation, changes in a Participant's
duties or responsibilities or changes in business objectives (e.g., from
corporate to Subsidiary or business unit performance or vice versa), as the
Board shall deem necessary or appropriate.

10.5 TERMINATION. Unless the Board otherwise determines at or after
grant, the rights of a Participant with respect to an award of performance
shares or performance units outstanding at the time of the Participant's
termination of employment or services to the Company shall be determined under
this section. In the event that a Participant's employment or services to the
Company terminate due to the Participant's (i) death, (ii) disability or (iii)
retirement, with the consent of the Board, any award of performance shares or
performance units shall become vested and nonforfeitable at the end of the
measurement period as to that number of shares or units which is equal to that
percentage, if any, of such award that would have been earned based on the
attainment or partial attainment of such performance goals. In all other cases,

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any portion of any award of performance shares or performance units that has not
become nonforfeitable at the date of a Participant's termination of employment
or service to the Company shall be forfeited as of such date.

SECTION 11. OTHER AWARDS

11.1 OTHER STOCK-BASED AWARDS. Other awards, valued in whole or in
part by reference to, or otherwise based on, shares of Stock, may be granted
either alone or in addition to or in conjunction with any awards described in
this Plan for such consideration, if any, and in such amounts and having such
terms and conditions as the Board may determine.

11.2 OTHER BENEFITS. The Board shall have the right to provide types
of benefits under the Plan in addition to those specifically listed, if the
Board believes that such benefits would further the purposes for which the Plan
was established.

SECTION 12. TRANSFERABILITY

Each award granted under the Plan shall not be transferable other than by
will or the laws of descent and distribution, except that a Participant may, to
the extent allowed by the Board and in a manner specified by the Board (a)
designate in writing a beneficiary to exercise the award after the Participant's
death; or (b) transfer any award; PROVIDED, HOWEVER, that in no event may
incentive stock options be transferred other than by will or the laws of descent
and distribution.

SECTION 13. RIGHTS OF PARTICIPANTS

Nothing in the Plan shall interfere with or limit in any way the right of
the Company or any Affiliate to terminate any Participant's employment or
service at any time nor confer upon any Participant any right to continue in the
employ or service of the Company or any Affiliate. The Plan does not constitute
a contract of employment, and any grant of Options or Stock pursuant to the Plan
will not give any employee or Participant the right to be retained in the employ
or service of the Company or any Affiliate. The grant of an Option under the
Plan shall not confer upon the holder thereof any right as a shareholder of the
Company. As of the date on which an optionee exercises an Option, the optionee
shall have all rights of a shareholder of record with respect to the number of
shares of Stock as to which the Option is exercised, irrespective of whether
certificates to evidence the shares of stock have been issued on such date.

SECTION 14. [Intentionally Omitted]

SECTION 15. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

15.1 AMENDMENTS AND TERMINATION. The Board may at any time amend,
alter, suspend, discontinue or terminate the Plan; PROVIDED, HOWEVER, that
stockholder approval of any amendment of the Plan shall be obtained if otherwise
required by the Code or any rules promulgated thereunder (in order to allow for
incentive stock options to be granted under the Plan). Termination of the Plan
shall not affect the rights of Participants with respect to awards previously

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granted to them, and all unexpired awards shall continue in force and effect
after termination of the Plan except as they may lapse or be terminated by their
own terms and conditions.

15.2 WAIVER OF CONDITIONS. The Board may, in whole or in part, waive
any conditions or other restrictions with respect to any award granted under the
Plan.

SECTION 16. TAXES

The Company shall be entitled to withhold the amount of any federal, state
and local income and employment taxes attributable to any amount payable or
shares of Stock deliverable under the Plan after giving the person entitled to
receive such amount or shares of Stock notice as far in advance as practicable,
and the Company may defer making payment or delivery if any such tax may be
pending unless and until indemnified to its satisfaction. The Board may, in its
discretion and subject to such rules as it may adopt, permit a Participant to
pay all or a portion of the Federal, state and local withholding taxes arising
in connection with an award under the Plan by electing to (i) have the Company
withhold shares of Stock with a value equal to the amount required to be
withheld, (ii) tender back shares of Stock received in connection with such
award, or (iii) deliver other previously owned shares of Stock, in each case
having a Fair Market Value equal to the amount to be withheld; PROVIDED,
HOWEVER, that the amount to be withheld shall not exceed the Participant's
estimated total Federal, state and local tax obligations associated with the
transaction. The election must be made on or before the date as of which the
amount of tax to be withheld is determined and otherwise as required by the
Board. The Fair Market Value of fractional shares of Stock remaining after
payment of the withholding taxes shall be paid to the Participant in cash.

SECTION 17. MISCELLANEOUS

17.1 STOCK TRANSFER RESTRICTIONS. (a) Shares of Stock purchased under
the Plan may not be sold or otherwise disposed of except (i) pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Act"), or in a transaction which, in the opinion of counsel for the
Company, is exempt from registration under the Act; and (ii) in compliance with
state securities laws. The Board may waive the foregoing restrictions, in whole
or in part, in any particular case or cases or may terminate such restrictions
whenever the Board determines that such restrictions afford no substantial
benefit to the Company.

(b) All certificates for shares delivered under the Plan pursuant to
any award or the exercise thereof shall be subject to such stock transfer orders
and other restrictions as the Board may deem advisable under the Plan and any
applicable federal or state securities laws, and the Board may cause a legend or
legends to be put on any such certificates to make appropriate references to
such restrictions.

17.2 OTHER PROVISIONS. The grant of any award under the Plan may also
be subject to other provisions (whether or not applicable to the benefit awarded
to any other Participant) as the Board determines appropriate, including,
without limitation, provisions for (a) the Participant's agreement to abide by
any non-disclosure or non-compete requirements or restrictions as specified in

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the Participant's award agreement; (b) one or more means to enable Participants
to defer recognition of taxable income relating to awards or cash payments
derived therefrom, which means may provide for a return to a Participant on
amounts deferred as determined by the Board (PROVIDED that no such deferral
means may result in an increase in the number of shares of Stock issuable
hereunder); (c) the purchase of Stock under options in installments; or (d) the
financing of the purchase of Stock under the options in the form of a promissory
note issued to the Company by a Participant on such terms and conditions as the
Board determines.

17.3 AWARD AGREEMENT. No person shall have any rights under any award
granted under the Plan unless and until the Company and the Participant to whom
the award was granted shall have executed an award agreement in such form as
shall have been approved by the Board.

SECTION 18. LEGAL CONSTRUCTION

18.1 REQUIREMENTS OF LAW. The granting of awards under the Plan and
the issuance of shares of Stock in connection with an award, shall be subject to
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges or markets as may be
required.

18.2 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Delaware.

18.3 SEVERABILITY. If any provision of the Plan or any award agreement
or any award is or becomes or is deemed to be invalid, illegal or unenforceable
in any jurisdiction, or as to any person or award, or would disqualify the Plan,
any award agreement or any award under any law deemed applicable by the Board,
such provision shall be construed or deemed amended to conform to applicable
laws, or if it cannot be so construed or deemed amended without, in the
determination of the Board, materially altering the intent of the Plan, any
award agreement or the award, such provision shall be stricken as to such
jurisdiction, person or award, and the remainder of the Plan, any such award
agreement and any such award shall remain in full force and effect.

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POWERSMART, INC.
INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT made and entered into as of the 1st day of ____, 2001
(the "Grant Date"), by and between POWERSMART, INC., a Delaware corporation (the
"Company"), and ______________________, an employee of the Company
("Participant").

R E C I T A L S

WHEREAS, the Company has in effect the PowerSmart, Inc. 1998 Stock
Incentive Plan (the "Plan"), which permits options to purchase shares of the
Company's common stock, $0.01 par value ("Stock"), to be granted to employees of
the Company and other eligible individuals.

WHEREAS, the Company believes it to be in the best interests of the
Company and its shareholders for employees and others interested in the Company
to obtain or increase their stock ownership interest in the Company in order
that they will have a greater incentive to work for and manage the Company's
affairs.

WHEREAS, the Participant has been selected by the Board of Directors
of the Company (the "Board") and is eligible to receive an option under the
Plan.

A G R E E M E N T

NOW, THEREFORE, in consideration of the promises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:

1. GRANT. Subject to the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof, and this Agreement, the Company
hereby grants to Participant an option to purchase from the Company all or any
part of an aggregate number of __________ shares of Stock (hereinafter such
shares of Stock are referred to as the "Optioned Shares", and the option to
purchase the Optioned Shares is referred to as the "Option"). The Option is
intended to qualify as an "Incentive Stock Option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

2. VESTING. The Option shall vest and become exercisable by
Participant during the period of his continuous employment by the Company with
respect to one-quarter of the Optioned Shares on the first anniversary of the
grant date, as to an additional one-quarter of the Optioned Shares on the second
anniversary of the grant date, as to an additional one-quarter of the Optioned
Shares on the third anniversary of the grant date, and as to the remaining
one-quarter of the Optioned Shares on the fourth anniversary of the grant date.
If the Participant's employment with the Company changes from full-time to
part-time status or is interrupted by a leave of absence, the Board, in its sole
discretion, may delay the vesting of the Option pursuant to this paragraph 2 for
such period as it reasonably deems appropriate.
3. PRICE. The price to be paid for the Optioned Shares shall be
$____ per share, which represents not less than one hundred percent (100%) of
the Fair Market Value of the Optioned Shares on the Grant Date.

4. TERM; EXERCISE. Subject to the terms and conditions of the Plan
and this Agreement, the Option may be exercised by the Participant while in the
employ of the Company, in whole or in part, from time to time with respect to
any shares for which the right to exercise shall have accrued pursuant to
paragraph 2 hereof, but only during the period beginning on the date of this
Agreement and ending on the tenth anniversary of this Agreement.

5. LIMIT ON INCENTIVE STOCK OPTIONS. To the extent that the
aggregate fair market value, as determined by the Board, of the Stock with
respect to which Incentive Stock Options are first exercisable by the
Participant during any calendar year (under the Plan and all other plans of the
Company and its Subsidiaries) exceeds One Hundred Thousand Dollars ($100,000),
such Option as to the excess shall be treated as a Non-Qualified Stock Option.

6. METHOD OF EXERCISE.

(a) The Option may be exercised only by written notice, delivered or
mailed by postpaid registered or certified mail, addressed to the treasurer
of the Company at the Company's principal executive offices specifying the
number of Optioned Shares being purchased. Such notice shall be accompanied
by payment of the entire Option price of the Optioned Shares being
purchased: (i) by a cashier's or certified check in United States dollars;
(ii) with the consent of the Board, by tendering previously acquired shares
of Stock which have been held for at least six (6) months and are valued at
their Fair Market Value at the time of exercise; or (iii) with the consent
of the Board, by any combination of (i) and (ii). For purposes of this
paragraph, Fair Market Value shall be determined in the same manner as the
Fair Market Value of the Stock on the Grant Date was determined pursuant to
paragraph 3 hereof.

(b) Shares of Stock tendered shall be duly endorsed in blank or
accompanied by stock powers duly endorsed in blank. Upon receipt of the
payment of the entire purchase price of the Optioned Shares so purchased,
certificates for such Optioned Shares shall be issued to the Participant.
The Optioned Shares so purchased shall be fully paid and nonassessable.

(c) The requirements for incentive stock options under Section 422 of
the Code include minimum holding period requirements that require the Stock
acquired upon exercise of the Option to be held for at least two years from
the date of grant and one year from the date of exercise.

7. TERMINATION OF EMPLOYMENT.

(a) Except as otherwise provided by the Board, if the Participant
ceases to be an employee of the Company for any reason other than for cause
or due to death or disability (as defined below), then the Participant may

-2-
exercise the Option, to the extent vested and exercisable as of the date of
the Participant's termination, for a period of thirty (30) days after such
termination of employment, but in no event beyond the expiration date of
the Option as specified in paragraph 4 hereof (the "Expiration Date").

(b) If the Participant ceases to be an employee of the Company or
ceases to be otherwise eligible by reason of death or disability as defined
in Section 22(e)(3) of the Code, then, notwithstanding the provisions of
paragraph 2, the Option shall be 100% vested on the date of death or
disability and the Participant (or the Participant's beneficiary or estate
in the event of the Participant's death) may exercise the Option for a
period of one (1) year following the date of death or disability, but in no
event beyond the Expiration Date.

(c) If the Participant's employment is terminated for "cause", as
determined by the Board, the Option shall terminate immediately upon such
termination of employment.

8. NO RIGHTS AS A SHAREHOLDER. The grant of an Option hereunder
shall not confer upon the Participant any rights as a shareholder of the Company
until and unless the Option is duly exercised. As of the date on which the
Participant exercises an Option, the Participant shall have all rights of a
shareholder of record with respect to the number of shares of Stock as to which
the Option is exercised, irrespective of whether certificates to evidence the
shares of Stock have been issued on such date.

9. NONTRANSFERABILITY; COLLATERAL. The Option shall not be
transferable by the Participant otherwise than by will or the laws of descent
and distribution, except that a Participant may, to the extent allowed by the
Board (a) designate in writing a beneficiary to exercise the award after the
Participant's death; or (b) transfer any award; provided, however, that in no
event may incentive stock options be transferred other than by will or the laws
of descent and distribution. The Option may not be assigned, mortgaged or
pledged as any type of security or collateral.

10. RESTRICTIONS ON TRANSFERS OF STOCK. The Participant agrees for
himself and his heirs, legatees and legal representatives, with respect to all
shares of Stock acquired pursuant to the terms and conditions of this Agreement
(or any shares of Stock issued pursuant to a stock dividend or stock split
thereon or any securities issued in lieu thereof or in substitution or exchange
therefor), that he and his heirs, legatees and legal representatives will not
sell or otherwise dispose of such shares except pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "Act"),
or except in a transaction that, in the opinion of counsel for the Company, is
exempt from registration under the Act. As further conditions to the issuance of
the Optioned Shares, the Participant agrees for himself, and his heirs, legatees
and legal representatives, prior to such issuance, to execute and deliver to the
Company such investment representations and warranties, and to take such other
actions, as counsel for the Company determines may be necessary or appropriate
for compliance with the Act and any applicable securities laws. Unless otherwise

-3-
determined by the Board, the Participant agrees that any certificate
representing shares of Stock acquired upon exercise of the Option shall bear the
following legend:

The shares of Stock represented by this certificate are restricted
securities as that term is defined under Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Act"). These shares may
not be sold, transferred or disposed of unless they are registered
under the Act, or sold in a transaction that is exempt from
registration under the Act and any applicable state securities laws.

11. ADJUSTMENTS. If the Company shall at any time change the number
of shares of its Stock without new consideration to the Company (such as by
stock dividend, stock split or similar transaction), the total number of shares
then remaining subject to purchase hereunder shall be changed in proportion to
the change in issued shares, and the Option price per share shall be adjusted so
that the total consideration payable to the Company upon the purchase of all
shares not theretofore purchased shall not be changed. In the event there shall
be any change, other than as specified above, in the number or kind of
outstanding shares of Stock or of any stock or other securities into which such
Stock shall have been changed or for which it shall have been exchanged, then if
the Board shall in its sole discretion determine that such change equitably
requires an adjustment in the number or kind of shares subject to the Option,
such adjustment shall be made by the Board. The Option price for each share of
Stock or other securities substituted or adjusted as provided in this paragraph
shall be determined by dividing the Option price for each share prior to such
substitution or adjustment by the number of shares or the fraction of a share
substituted for such share or to which such share shall have been adjusted. No
adjustment or substitution provided for in this paragraph shall require the
Company to sell a fractional share.

12. POWERS OF COMPANY NOT AFFECTED. The existence of the Option
herein granted shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred, or prior preference stock ahead of or affecting
the Stock or the rights thereof, or dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

13. INTERPRETATION. As a condition of the granting of the Option, the
Participant agrees for himself and his legal representatives, that any dispute
or disagreement which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board in its sole discretion, and any
interpretation by the Board of the terms of this Agreement shall be final,
binding and conclusive. Without derogation of the foregoing, whenever the
context requires, the gender of all words used herein shall not be restrictive
in application, and the singular shall include the plural and vice versa.

-4-
14. AMENDMENT OR MODIFICATION. No term or provision of this Agreement
may be amended, modified or supplemented orally, but only by an instrument in
writing signed by the party against whom or which the enforcement of the
amendment, modification or supplement is sought.

15. GOVERNING LAW. This Agreement shall be governed by the internal
laws of the State of Delaware as to all matters, including, but not limited to,
matters of validity, construction, effect, performance and remedies.

16. TERMS OF PLAN GOVERN. All parties acknowledge that this option is
granted under and pursuant to the Plan, which shall govern all rights,
interests, obligations and undertakings of both the Company and the Participant.
All capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Plan.

IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its corporate seal hereunto
affixed, and the Participant has hereunto affixed his hand the day and year
first above written.


POWERSMART, INC.


By:
-------------------------------------
PRESIDENT AND CHIEF EXECUTIVE OFFICER


PARTICIPANT:


-----------------------------------------

-5-
POWERSMART, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT made and entered into as of the 5th day of February,
2002 (the "Grant Date"), by and between POWERSMART, INC., a Delaware corporation
(the "Company"), and _______, an eligible individual ("Participant") under the
terms of the PowerSmart, Inc. 1998 Stock Incentive Plan ("Plan").

R E C I T A L S

WHEREAS, the Company has in effect the Plan, which permits options to
purchase shares of the Company's common stock, $0.01 par value ("Stock"), to be
granted to employees of the Company and other eligible individuals.

WHEREAS, the Company believes it to be in the best interests of the
Company and its shareholders for employees and others interested in the Company
to obtain or increase their stock ownership interest in the Company in order
that they will have a greater incentive to work for and manage the Company's
affairs.

WHEREAS, the Participant has been selected by the Board of Directors
of the Company (the "Board") and is eligible to receive an option under the
Plan.

A G R E E M E N T

NOW, THEREFORE, in consideration of the promises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:

1. GRANT. Subject to the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof, and this Agreement, the Company
hereby grants to Participant an option to purchase from the Company all or any
part of an aggregate number of ____ shares of Stock (hereinafter such shares of
Stock are referred to as the "Optioned Shares", and the option to purchase the
Optioned Shares is referred to as the "Option"). The Option is not intended to
qualify as an "Incentive Stock Option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

2. VESTING. Notwithstanding any provision hereof to the contrary,
the Option shall be exercisable by Participant only to the extent the option has
vested as provided herein. The Option shall vest and become exercisable by
Participant the next day after the Grant Date. The Board, in its sole
discretion, may delay the vesting of the Option pursuant to this paragraph 2 for

Page 1 of 5
such period as it reasonably deems 2. appropriate in respect of any Participant
whose status as a consultant, employee of a consultant or employee of the
Company changes or is interrupted by a leave of absence.

3. PRICE. The price to be paid for the Optioned Shares shall be US
$0.77 per share, which represents not less than one hundred percent (100%) of
the Fair Market Value of the Optioned Shares on the Grant Date.

4. TERM; EXERCISE. Subject to the terms and conditions of the Plan
and this Agreement, the Option may be exercised by the Participant while serving
as consultant to, an employee of a consultant to, or an employee of the Company,
in whole or in part, from time to time with respect to any shares for which the
right to exercise shall have accrued pursuant to paragraph 2 hereof, but only
during the period beginning on the date of this Agreement and ending on the
tenth anniversary of this Agreement; provided, however, that if the Participant
is not a consultant to, an employee of a consultant to, or an employee of the
Company as of the date of this Agreement, the Participant may exercise the
Option at any time, in whole or in part, from time to time with respect to any
shares for which the right to exercise shall have accrued pursuant to paragraph
2 hereof, but only during the period beginning on the date of this Agreement and
ending on the tenth anniversary hereof.

5. METHOD OF EXERCISE.

(a) The Option may be exercised only by written notice, delivered or
mailed by postpaid registered or certified mail, addressed to the treasurer
of the Company at the Company's principal executive offices specifying the
number of Optioned Shares being purchased. Such notice shall be accompanied
by payment of the entire Option price of the Optioned Shares being
purchased: (i) by a cashier's or certified check in United States dollars;
(ii) with the consent of the Board, by tendering previously acquired shares
of Stock valued at their Fair Market Value at the time of exercise; or
(iii) with the consent of the Board, by any combination of (i) and (ii).
For purposes of this paragraph, Fair Market Value shall be determined in
the same manner as the Fair Market Value of the Stock on the Grant Date was
determined pursuant to paragraph 3 hereof.

(b) Shares of Stock tendered shall be duly endorsed in blank or
accompanied by stock powers duly endorsed in blank. Upon receipt of the
payment of the entire purchase price of the Optioned Shares so purchased,
certificates for such Optioned Shares shall be issued to the Participant.
The Optioned Shares so purchased shall be fully paid and nonassessable.

6. TERMINATION.

(a) Except as may otherwise be provided by the Board, if the
Participant is as of the date of this Agreement a consultant to, an
employee of a consultant to, or an employee of the Company and hereafter
ceases service as such (without contemporaneously commencing service in
another of such roles) or to be otherwise eligible under the Plan for any

Page 2 of 5
reason other than a termination for cause or due to death or disability (as
defined below), then the Participant's right to exercise the Option, to the
extent (if any) vested and exercisable as of the date of the termination of
such service by Participant, shall terminate thirty (30) days after such
termination of consulting, employment or eligible status, but in no event
beyond the expiration date of the Option as specified in paragraph 4 hereof
(the "Expiration Date").

(b) If, by reason of death or disability as defined in Section
22(e)(3) of the Code, the Participant ceases to be a consultant to, an
employee of a consultant to, or an employee of the Company (without
contemporaneously commencing service in another of such roles) or ceases to
be otherwise eligible then, notwithstanding the provisions of paragraph 2,
the Option shall be 100% vested on the date of death or disability and the
Participant (or the Participant's beneficiary or estate in the event of the
Participant's death) may exercise the Option for a period of one (1) year
following the date of death or disability, but in no event beyond the
Expiration Date.

(c) If the Participant's status as a consultant to, an employee of a
consultant to, or as an employee of the Company is terminated for "cause,"
as determined by the board of directors of the consultant or the Board of
the Company, respectively, the Option shall terminate immediately upon such
termination of such consultancy or employment.

(d) If the Participant is not a consultant to, an employee of a
consultant to, or an employee of the Company as of the date of this
Agreement, the Option shall be exercisable for a period of one (1) year
following the date of death of the Participant, but in no event beyond the
Expiration Date.

7. NO RIGHTS AS A SHAREHOLDER. The Participant shall not be deemed
for any purposes to be a shareholder of the Company with respect to any shares
that may be acquired hereunder except to the extent that the Option shall have
been exercised with respect thereto and a stock certificate issued therefore.

8. NONTRANSFERABILITY; COLLATERAL. The grant of an Option hereunder
shall not confer upon the Participant any rights as a shareholder of the Company
until and unless the Option is duly exercised. As of the date on which the
Participant exercises an Option, the Participant shall have all rights of a
shareholder of record with respect to the number of shares of Stock as to which
the Option is exercised, irrespective of whether certificates to evidence the
shares of Stock have been issued on such date.

9. RESTRICTIONS ON TRANSFERS OF STOCK. The Participant agrees for
himself and his heirs, legatees and legal representatives, with respect to all
shares of Stock acquired pursuant to the terms and conditions of this Agreement
(or any shares of Stock issued pursuant to a stock dividend or stock split
thereon or any securities issued in lieu thereof or in substitution or exchange
therefor), that he and his heirs, legatees and legal representatives will not
sell or otherwise dispose of such shares except pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "Act"),

Page 3 of 5
or except in a transaction that, in the opinion of counsel for the Company, is
exempt from registration under the Act. As further conditions to the issuance of
the Optioned Shares, the Participant agrees for himself, and his heirs, legatees
and legal representatives, prior to such issuance, to execute and deliver to the
Company such investment representations and warranties, and to take such other
actions, as counsel for the Company determines may be necessary or appropriate
for compliance with the Act and any applicable securities laws. Unless otherwise
determined by the Board, the Participant agrees that any certificate
representing shares of Stock acquired upon exercise of the Option shall bear the
following legend:

The shares of Stock represented by this certificate are restricted
securities as that term is defined under Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Act"). These shares may
not be sold, transferred or disposed of unless they are registered
under the Act, or sold in a transaction that is exempt from
registration under the Act and any applicable state securities laws.

10. ADJUSTMENTS. If the Company shall at any time change the number
of shares of its Stock without new consideration to the Company (such as by
stock dividend, stock split or similar transaction), the total number of shares
then remaining subject to purchase hereunder shall be changed in proportion to
the change in issued shares, and the Option price per share shall be adjusted so
that the total consideration payable to the Company upon the purchase of all
shares not theretofore purchased shall not be changed. In the event there shall
be any change, other than as specified above, in the number or kind of
outstanding shares of Stock or of any stock or other securities into which such
Stock shall have been changed or for which it shall have been exchanged, then if
the Board shall in its sole discretion determine that such change equitably
requires an adjustment in the number or kind of shares subject to the Option,
such adjustment shall be made by the Board. The Option price for each share of
Stock or other securities substituted or adjusted as provided in this paragraph
shall be determined by dividing the Option price for each share prior to such
substitution or adjustment by the number of shares or the fraction of a share
substituted for such share or to which such share shall have been adjusted. No
adjustment or substitution provided for in this paragraph shall require the
Company to sell a fractional share.

11. POWERS OF COMPANY NOT AFFECTED. The existence of the Option
herein granted shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred, or prior preference stock ahead of or affecting
the Stock or the rights thereof, or dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

Page 4 of 5
12. INTERPRETATION. As a condition of the granting of the Option, the
Participant agrees for himself and his legal representatives, that any dispute
or disagreement which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board in its sole discretion, and any
interpretation by the Board of the terms of this Agreement shall be final,
binding and conclusive. Without derogation of the foregoing, whenever the
context requires, the gender of all words used herein shall not be restrictive
in application, and the singular shall include the plural and vice versa.

13. AMENDMENT OR MODIFICATION. No term or provision of this Agreement
may be amended, modified or supplemented orally, but only by an instrument in
writing signed by the party against whom or which the enforcement of the
amendment, modification or supplement is sought.

14. GOVERNING LAW. This Agreement shall be governed by the internal
laws of the State of Delaware as to all matters, including, but not limited to,
matters of validity, construction, effect, performance and remedies.

15. TERMS OF PLAN GOVERN. All parties acknowledge that this option is
granted under and pursuant to the Plan, which shall govern all rights,
interests, obligations and undertakings of both the Company and the Participant.
All capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Plan.

IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its corporate seal hereunto
affixed, and the Participant has hereunto affixed his hand the day and year
first above written.


POWERSMART, INC.


By:
-------------------------------------
J. Norman Allen
President and CEO


PARTICIPANT:


-----------------------------------------

Page 5 of 5