OPTION PRICE. The Option Price for each grant of an Option under this Plan shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. Notwithstanding any provision contained herein, in the case of an Incentive Stock Option, the exercise price at the time such Incentive Stock Option is granted to any Employee who, at the time of such grant, owns (within the meaning of Section 424(d) of the Code) more than ten percent of the voting power of all classes of stock of the Company or a Subsidiary, shall not be less than 110% of the per Share Fair Market Value on the date of grant.

Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

Exercise Price. The Exercise Price of Shares purchasable under a Stock Appreciation Right shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 6 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

Base Price. Each grant of a Stock Appreciation Right shall specify in respect of each Stock Appreciation Right a Base Price per Share, which shall be equal to or greater than the Fair Market Value of the Shares on the Grant Date. Except as provided by the provisions of [Sections 4(B) and 15(C)])] hereof, without the prior approval of shareholders of the Company, the Committee shall not have the power to # amend the terms of previously granted Stock Appreciation Rights to reduce, directly or indirectly, the Base Price of such Stock Appreciation Rights, # cancel Stock Appreciation Rights and grant substitute Stock Appreciation Rights, Options or other Awards with a lower Base Price or Option Price than the cancelled Stock Appreciation Rights, # cancel, or have a Participant surrender, a Stock Appreciation Right in exchange for other Awards if the current Fair Market Value of the Shares underlying the Stock Appreciation Right is lower than the Base Price of the Stock Appreciation Right, or # cancel, or have a Participant surrender, a Stock Appreciation Right for value (in cash or otherwise) if the current Fair Market Value of the Shares underlying the Stock Appreciation Right is lower than the Base Price of the Stock Appreciation Right.

Conversion Price. The “Conversion Price” shall be $0.65 per share, subject to any adjustments contained in this Note. The sixty (60) consecutive day period beginning on the date of the effectiveness of a registration statement with respect to the Conversion Shares is referred to herein as the “60 Day Effectiveness Period.” If the average Closing Price during any 10 consecutive Trading Day period beginning and ending during the 60 Day Effectiveness Period is below the Conversion Price than the conversion price shall be reduced to such average price but in no event less than $0.455. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock.

Option Price. The exercise price of an Option shall be the Fair Market Value of the Stock at the time the Option is granted.

The Purchase Price for the Purchased Shares shall be $2,250,000, payable as an aggregate of 45,000,000 Athena Common Shares at a deemed issue price of $0.05 per Athena Common Share (the "Consideration Shares").

Purchase Price. Such purchase and sale shall be made by execution and delivery by Subordinated Creditor, of an Assignment Agreement in form and substance reasonably satisfactory to Senior Lender. Upon the date of such purchase and sale, Subordinated Creditor, shall # pay to Senior Secured Parties as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, LIBOR breakage or similar breakage amounts, and all actual out-of-pocket costs and expenses (including reasonable legal fees and expenses) actually incurred by Senior Lender in enforcing the terms of the Senior Credit Documents), # furnish cash collateral to Senior Lender with respect to any outstanding Letter of Credit Obligations in such amounts as are required under the Senior Documents, # cash collateralize any Hedging Obligations that have not been terminated in a manner satisfactory to the applicable counterparties, # agree to reimburse (or if required by Senior Lender, back by standby letters of credit or cash collateral in a manner satisfactory to Senior Lender) Senior Lender and Senior Secured Parties for any actual out-of-pocket loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any actual out-of-pocket commissions, fees, costs or expenses related to any issued and outstanding Letter of Credit Obligations under the Senior Documents and Hedging Obligations as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which Senior Lender and/or any Senior Secured Party has not yet received final payment, # [reserved], and # use commercially reasonable efforts to obtain a customary release of Senior Lender and the Senior Secured Parties by all Obligors that are then parties to the Senior Documents of and from any further obligations under the Senior Documents and the release by the Subordinated Creditor, as applicable, of Senior Lender and the Senior Secured Parties of any further obligations under this Agreement. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of Senior Lender as Senior Lender may designate in writing to Subordinated Creditor, as applicable, for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by Subordinated Creditor, as applicable, to the bank account designated by Senior Lender are received in such bank account prior to 3:00 p.m. Eastern time and interest shall be calculated to and including such Business Day if the amounts so paid by Subordinated Creditor, as applicable, to the bank account designated by Senior Lender are received in such bank account later than 3:00 p.m. Eastern time.

Purchase Price. The purchase price for the Shares is $.002 per share, or $4,600.