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                                                                    Exhibit 10.7












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                                TOWER TECH, INC.

                   2002 Management Incentive Stock Option Plan



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                           Effective February 1, 2002

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                                   ARTICLE I

                                    Purpose

Section 1.01      Purpose. This Management Incentive Stock Option Plan is
established by Tower Tech, Inc., an Oklahoma corporation (the "Company") to
create incentives which are designed to motivate Participants to put forth
maximum effort toward the success and growth of the Company and to enable the
Company to attract and retain experienced individuals who by their position,
ability and diligence are able to make important contributions to the Company's
success. Toward these objectives, the Plan provides for the granting of Options
to Participants on the terms and subject to the conditions set forth in the
Plan. This Plan is effected in accordance with the Plan of Reorganization of the
Company pursuant to Chapter 11 of the Bankruptcy Code.

Section 1.02     Establishment. The Plan is effective as of February 1, 2002 and
for a period of 10 years from such date. The Plan will terminate on January 31,
2012, however, it will continue in effect until all matters relating to the
payment of Awards and administration of the Plan have been settled.

Section 1.03     Shares Subject to the Plan. Subject to Articles IV, VII and IX
of this Plan, shares of stock covered by Options shall consist of up to 616,059
shares of Class A Common Stock.

                                   ARTICLE II

                                   Definitions

Section 2.01     "Award" means, individually or collectively, any Option granted
under the Plan to a Participant by the Committee pursuant to such terms,
conditions, restrictions, and/or limitations, if any, as the Committee may
establish by the Award Agreement or otherwise.

Section 2.02     "Award Agreement" means any written instrument that establishes
the terms, conditions, restrictions, and/or limitations applicable to an Award
in addition to those established by this Plan and by the Committee's exercise of
its administrative powers.

Section 2.03     "Board" means the Board of Directors of the Company.

Section 2.04     "Change of Control" and "Change of Control Events" mean the
occurrence of one of the events designated in Article IX.

Section 2.05     "Code" means the Internal Revenue Code of 1986, as amended.
Reference to any Section of the Code shall be deemed to include any amendments
or successor provisions to such Section and any regulations under such Section.

Section 2.06     "Committee" means the Compensation Committee of the Board, or
such other committee designated by the Board, authorized to administer the Plan
under Article III hereof consisting of not less than two members of the Board.
Initially, the Committee shall consist of the entire Board.

Section 2.07     "Common Stock" means the Common Stock, par value $ 0.01 per
share, of the Company, and after substitution, such other stock as shall be
substituted therefor as provided in Article VII.

Section 2.08     "Date of Grant" means the date on which the granting of an
Award is authorized by the Committee or such later date as may be specified by
the Committee in such authorization.

Section 2.09     "Disability" shall have the meaning set forth in Section 22(e)
(3) of the Code.

Section 2.10     "Director" means any person who is a member of the Board.

Section 2.11     "Eligible Employee" means any employee of the Company, a
Subsidiary or an Affiliated Entity.


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Section 2.12     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

Section 2.13     "Fair Market Value" means if, at the time an Option is granted
under the Plan, the Company's Common Stock is publicly traded, "fair market
value" shall be determined as of the last business day for which the prices or
quotes discussed in this sentence are available prior to the date such Option is
granted and shall mean (i) the average (on that date) of the high and low prices
of the Common Stock on the principal national securities exchange on which the
Common Stock is traded, if the Common Stock is then traded on a national
securities exchange; or (ii) the last reported sale price (on that date) of the
Common Stock on the NASDAQ National Market, if the Common Stock is not then
traded on a national securities exchange; or (iii) the closing bid price (or
average of bid prices) last quoted (on that date) by an established quotation
service for over-the-counter securities, if the Common Stock is not reported on
the NASDAQ National Market. If the Common Stock is not publicly traded at the
time an Option is granted under the Plan, "fair market value" shall mean the
fair value of the Common Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

Section 2.14     "Incentive Stock Option" means an Option within the meaning of
Section 422 of the Code.

Section 2.15     "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.

Section 2.16     "Option" means an Award granted under Article VI of the Plan.

Section 2.17     "Participant" means a Director or an Eligible Employee to whom
an Award has been granted by the Committee under the Plan.

Section 2.18     "Plan" means this Tower Tech, Inc. 2002 Management Incentive
Stock Option Plan.

Section 2.19     "Subsidiary" shall have the same meaning set forth in Section
424 of the Code.

                                  ARTICLE III

                                 Administration

Section 3.01 Administration by Committee. The Committee shall administer the
Plan. Unless otherwise provided in the by-laws of the Company or the resolutions
adopted from time to time by the Board establishing the Committee, the Board may
from time to time remove members from, or add members to, the Committee.
Vacancies on the Committee, however caused, shall be filled by the Board. The
Committee shall hold meetings at such times and places as it may determine. A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present or acts
reduced to or approved in writing by a majority of the members of the Committee
shall be the valid acts of the Committee.

         Subject to the provisions of the Plan, the Committee shall have
exclusive power to:

         (a)     Select the Participants to be granted Awards.

         (b)     Determine the time or times when Awards will be made.

         (c)     Determine the form of an Award, the number of shares of Common
Stock subject to the Award, all the terms, conditions (including performance
requirements), restrictions and/or limitations, if any, of an Award, including
the time and conditions of exercise or vesting, and the terms of any Award
Agreement, which may include the waiver or amendment of prior terms and
conditions or acceleration or early vesting or payment of an Award under certain
circumstances determined by the Committee.

         (d)     Determine whether Awards will be granted singly or in
combination.

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         (e)     Accelerate the vesting, exercise or payment of an Award or the
performance period of an Award when such action or actions would be in the best
interest of the Company.

         (f)     Take any and all other action it deems necessary or advisable
for the proper operation or administration of the Plan.

Section 3.02     Committee to Make Rules and Interpret Plan. The Committee in
its sole discretion shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and to make all
such determinations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan. The Committee's interpretation of the Plan
or any Awards granted pursuant thereto and all decisions and determinations by
the Committee with respect to the Plan shall be final, binding, and conclusive
on all parties.

                                   ARTICLE IV

                                 Grant of Awards

Section 4.01     Committee to Grant Awards. The Committee may, from time to
time, grant Awards to one or more Participants, provided, however, that:

         (a)     Subject to Article VII, the aggregate number of shares of
         Common Stock made subject to the Award of Options to any Participant
         in+ any fiscal year of the Company may not exceed 308,030.

         (b)     Any shares of Common Stock related to Awards which terminate by
         expiration, forfeiture, cancellation or otherwise without the issuance
         of shares of Common Stock shall be available again for grant under the
         Plan.

         (c)     Common Stock delivered by the Company in payment of any Award
         under the Plan may be authorized and unissued Common Stock or Common
         Stock held in the treasury of the Company.

         (d)     The Committee shall, in its sole discretion, determine the
                 manner in which fractional shares arising under this Plan
                 shall be treated.

         (e)     Separate certificates representing Common Stock to be
         delivered to a Participant upon the exercise of any Option will be
         issued to such Participant.

                                    ARTICLE V

                                   Eligibility

         Subject to the provisions of the Plan, the Committee shall, from time
to time, select from the Directors and Eligible Employees those to whom Awards
shall be granted and shall determine the type or types of Awards to be made and
shall establish in the related Award Agreements the terms, conditions,
restrictions and/or limitations, if any, applicable to the Awards in addition to
those set forth in the Plan and the administrative rules and regulations issued
by the Committee.

                                    ARTICLE VI

                                  Stock Options

Section 6.01     Grant of Options. The Committee may, from time to time, subject
to the provisions of the Plan and such other terms and conditions as it may
determine, grant Options to Participants. These Options may be Incentive Stock
Options or Nonqualified Stock Options, or a combination of both. Each grant of
an Option shall be evidenced by an Award Agreement executed by the Company and
the Participant, and shall contain such terms and conditions and be in such form
as the Committee may from time to time approve, subject to the requirements of
Section 6.02.

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Section 6.02     Conditions of Options.  Each Option so granted shall be
        subject to the following conditions:

        (a)   Exercise Price. As limited by Section 6.02(e) below, each Option
        shall state the exercise price which shall be established by the
        Committee at the Date of Grant; provided, however, no Option shall be
        granted at an exercise price which is less than the Fair Market Value of
        the Common Stock on the Date of Grant.

        (b)   Means of Exercising Options. An Option (or any part of installment
        thereof) shall be exercised by giving written notice to the Company at
        its principal office address, or to such transfer agent as the Company
        shall designate. Such notice shall identify the Option being exercised
        and specify the number of shares as to which such Option is being
        exercised, accompanied by full payment of the purchase price therefor
        either (a) in United States dollars in cash or by check, (b) at the
        discretion of the Committee, through delivery of shares of Common Stock
        having a Fair Market Value equal as of the date of the exercise to the
        cash exercise price of the Option including withholding of shares of
        Common Stock otherwise deliverable upon exercise of an Option, but only
        to the extent such exercise of an Option would not result in an
        accounting compensation charge with respect to the shares used to pay
        the exercise price unless otherwise determined by the Committee, (c) at
        the discretion of the Committee and consistent with applicable law,
        through the delivery of an assignment to the Company of a sufficient
        amount of the proceeds from the sale of the Common Stock acquired upon
        exercise of the Option and an authorization to the broker or selling
        agent to pay that amount to the Company, which sale shall be at the
        participant's direction at the time of exercise, or (d) at the
        discretion of the Committee, by any combination of (a), (b) and (c)
        above. If the Committee exercises its discretion to permit payment of
        the exercise price of an ISO by means of the methods set forth in
        clauses (b), (c) or (d) of the preceding sentence, such discretion shall
        be exercised in writing at the time of the grant of the ISO in question.
        The holder of an Option shall not have the rights of a shareholder with
        respect to the shares covered by such Option until the date of issuance
        of a stock ce rtificate to such holder for such shares. Except as
        expressly provided above in Article VII with respect to changes in
        capitalization and stock dividends, no adjustment shall be made for
        dividends or similar rights for which the record date is before the date
        such stock certificate is issued.

        (c)   Exercise of Options. Options granted under the Plan shall be
        exercisable, in whole or in such installments and at such times, and
        shall expire at such time, as shall be provided by the Committee in the
        Award Agreement. Exercise of an Option shall be by written notice
        stating the election to exercise in the form and manner determined by
        the Committee. Every share of Common Stock acquired through the exercise
        of an Option shall be deemed to be fully paid at the time of exercise
        and payment of the exercise price.

        (d)   Other Terms and Conditions. Among other conditions that may be
        imposed by the Committee, if deemed appropriate, are those relating to
        (i) the period or periods and the conditions of exercisability of any
        Option; (ii) the minimum periods during which Participants must be
        employed by the Company, its Subsidiaries or an Affiliated Entity, or
        must hold Options before they may be exercised; (iii) the minimum
        periods during which shares acquired upon the exercise of Options must
        be held before sale or transfer shall be permitted; (iv) conditions
        under which Options or shares may be subject to forfeiture; (v) the
        frequency of exercise or the minimum or maximum number of shares that
        may be acquired at any one time and (vi) the achievement by the Company
        of specified performance criteria.

        (e)   Special Restrictions Relating to Incentive Stock Options. Options
        issued in the form of Incentive Stock Options shall not be granted to
        Directors who are not also Eligible Employees of the Company or a
        Subsidiary and shall, in addition to being subject to all applicable
        terms, conditions, restrictions and/or limitations established by the
        Committee, comply with the requirements of Section 422 of the Code (or
        any successor Section thereto), including, without limitation, the
        requirement that the exercise price of an Incentive Stock Option not be
        less than 100% of the Fair Market Value of the Common Stock on the Date
        of Grant, the requirement that each Incentive Stock Option, unless
        sooner exercised, terminated or cancelled, expire no later than 10 years
        from its Date of Grant, and the requirement that the aggregate Fair
        Market Value (determined on the Date of Grant) of the Common Stock with
        respect to which Incentive Stock Options are exercisable for the first
        time by a Participant during any calendar year (under this Plan or any
        other plan of the Company, or any Subsidiary) not exceed $100,000.
        Incentive Stock Options which

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         are in excess of the applicable $100,000 limitation will be
         automatically recharacterized as Nonqualified Stock Options as provided
         under Section 6.03 of this Plan. No Incentive Stock Options shall be
         granted to any Eligible Employee if, immediately before the grant of an
         Incentive Stock Option, such Eligible Employee owns more than 10% of
         the total combined voting power of all classes of stock of the Company
         or its Subsidiaries (as determined in accordance with the stock
         attribution rules contained in Sections 422 and 424(d) of the Code).
         Provided, the preceding sentence shall not apply if, at the time the
         Incentive Stock Option is granted, the exercise price is at least 110%
         of the Fair Market Value of the Common Stock subject to the Incentive
         Stock Option, and such Incentive Stock Option by its terms is
         exercisable no more than five years from the date such Incentive Stock
         Option is granted.

         (f)     Shareholder Rights. No Participant shall have a right as a
         shareholder with respect to any share of Common Stock subject to an
         Option prior to purchase of such shares of Common Stock by exercise of
         the Option.

Section 6.03     Options Not Qualifying as Incentive Stock Options. With
respect to all or any portion of any Option granted under this Plan not
qualifying as an "incentive stock option" under Section 422 of the Code, such
Option shall be considered as a Nonqualified Stock Option granted under this
Plan for all purposes. Further, this Plan and any Incentive Stock Options
granted hereunder shall be deemed to have incorporated by reference all the
provisions and requirements of Section 422 of the Code (and the Treasury
Regulations issued thereunder) which are required to provide that all Incentive
Stock Options granted hereunder shall be "incentive stock options" described in
Section 422 of the Code. Further, in the event that the Committee grants
Incentive Stock Options under this Plan to a Participant, and, in the event that
the applicable limitation contained in Section 6.02(e) herein is exceeded, then,
such Incentive Stock Options in excess of such limitation shall be treated as
Nonqualified Stock Options under this Plan subject to the terms and provisions
of the applicable Award Agreement, except to the extent modified to reflect
recharacterization of the Incentive Stock Options as Nonqualified Stock Options.

                                  ARTICLE VII

                                Stock Adjustments

         In the event that the shares of Common Stock, as presently constituted,
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification, stock
split, combination of shares or otherwise), or if the number of such shares of
Common Stock shall be increased through the payment of a stock dividend, or a
dividend on the shares of Common Stock or rights or warrants to purchase
securities of the Company shall be made, then there shall be substituted for or
added to each share available under and subject to the Plan as provided in
Section 1.03 hereof, and each share theretofore appropriated or thereafter
subject or which may become subject to Options under the Plan, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be exchanged
or to which each such share shall be entitled, as the case may be, on a fair and
equivalent basis in accordance with the applicable provisions of Section 424 of
the Code; provided, however, with respect to Options, in no such event will such
adjustment result in a modification of any Option as defined in Section 424(h)
of the Code. In the event there shall be any other change in the number or kind
of the outstanding shares of Common Stock, or any stock or other securities into
which the Common Stock shall have been changed or for which it shall have been
exchanged, then if the Committee shall, in its sole discretion, determine that
such change equitably requires an adjustment in the shares available under and
subject to the Plan, or in any Award theretofore granted or which may be granted
under the Plan, such adjustments shall be made in accordance with such
determination, except that no adjustment of the number of shares of Common Stock
available under the Plan or to which any Award relates that would otherwise be
required shall be made unless and until such adjustment either by itself or with
other adjustments not previously made would require an increase or decrease of
at least 1% in the number of shares of Common Stock available under the Plan or
to which any Award relates immediately prior to the making of such adjustment
(the "Minimum Adjustment"). Any adjustment representing a change of less than
such minimum amount shall be carried forward and made as soon as such adjustment
together with other adjustments required by this Article VII and not previously
made would result in a Minimum Adjustment. Notwithstanding the foregoing, any
adjustment required by this Article VII which otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock relating
to any Award immediately prior to exercise, payment or settlement of such Award.

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         No fractional shares of Common Stock or units of other securities shall
be issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share.

                                  ARTICLE VIII

                                     General

Section 8.01     Amendment or Termination of Plan. The Board may, from time to
time, amend the Plan in any manner, but may not without shareholder approval
adopt any amendment which would increase the aggregate number of shares of
Common Stock available under the Plan (except by operation of Article VII),
provided, that any amendment to the Plan shall require approval of the
shareholders if, in the opinion of counsel to the Company, such approval is
required by any Federal or state law or any regulations or rules promulgated
thereunder.

Section 8.02     Dividends and Dividend Equivalents. The Committee may choose,
at the time of the grant of any Award or any time thereafter up to the time of
payment of such Award, to include as part of such Award an entitlement to
receive dividends or dividend equivalents subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may establish.
Dividends and dividend equivalents granted hereunder shall be paid in such form
and manner (i.e., lump sum or installments), and at such time as the Committee
shall determine. All dividends or dividend equivalents which are not paid
currently may, at the Committee's discretion, accrue interest or be reinvested
into additional shares of Common Stock.

Section 8.03     Acceleration of Otherwise Unexercisable Options on Death,
Disability or Other Special Circumstances. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment due to a
Disability, (ii) the personal representative of a deceased Participant, or (iii)
any other Participant who terminates employment upon the occurrence of special
circumstances (as determined by the Committee) to purchase all or any part of
the shares subject to any unvested Award on the date of the Participant's
Disability, death, or as the Committee otherwise so determines. With respect to
Awards which have already vested at the date of such termination or the vesting
of which is accelerated by the Committee in accordance with the foregoing
provision, the Participant or the personal representative of a deceased
Participant shall automatically have the right to exercise such vested Awards
within three months of such date of termination of employment or one year in the
case of a Participant suffering a Disability or during the remaining term of the
Option in the case of a deceased Participant.

Section 8.04     Limited Transferability. The Committee may, in its discretion,
authorize all or a portion of the Nonqualified Stock Options to be granted under
this Plan to be on terms which permit transfer by the Participant to (i) the
ex-spouse of the Participant pursuant to the terms of a domestic relations
order, (ii) the spouse, children or grandchildren of the Participant ("Immediate
Family Members"), (iii) a trust or trusts for the exclusive benefit of such
Immediate Family Members, or (iv) a partnership in which such Immediate Family
Members are the only partners. In addition (x) there may be no consideration for
any such transfer, (y) the Award Agreement pursuant to which such Nonqualified
Stock Options are granted must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this Section, and (z)
subsequent transfers of transferred Nonqualified Stock Options shall be
prohibited except as set forth below in this Section 8.04. Following transfer,
any such Nonqualified Stock Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Section 8.03 hereof the term "Participant" shall be deemed
to refer to the transferee. The events of termination of employment of Section
8.03 hereof shall continue to be applied with respect to the original
Participant, following which the Options shall be exercisable by the transferee
only to the extent, and for the periods specified in Section 8.03 hereof. No
transfer pursuant to this Section 8.04 shall be effective to bind the Company
unless the Company shall have been furnished with written notice of such
transfer together with such other documents regarding the transfer as the
Committee shall request. In addition, Options shall be transferable by will or
the laws of descent and distribution; however, no such transfer of an Option by
the Participant shall be effective to bind the Company unless the Company shall
have been furnished with written notice of such transfer and an authenticated
copy of the will and/or such other evidence as the Committee may deem necessary
to establish the validity of the transfer and the acceptance by the transferee
of the terms and conditions of such Option.

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Section 8.05     Restriction on Sale of Stock. Once an Option is exercised, the
shares represented by that Option may not be sold or transferred except in
compliance with Section 8.04 above.

Section 8.06     Withholding Taxes. A Participant must pay the amount of taxes
required by law upon the exercise or payment of an Award (i) in cash, (ii) by
delivering to the Company shares of Common Stock having a Fair Market Value on
the date of payment equal to the amount of such required withholding taxes, or
(iii) a combination of the foregoing.

Section 8.07     Amendments to Awards. The Committee may at any time
unilaterally amend the terms of any Award Agreement, whether or not presently
exercisable, earned, paid or vested, to the extent it deems appropriate,
including by example and not by limitation, the acceleration of vesting of
Awards; provided, however, that any such amendment which is adverse to the
Participant shall require the Participant's consent.

Section 8.08     Securities Laws. The Company shall have no obligation to issue
or deliver certificates representing shares of Common Stock subject to Awards if
such issuance or delivery would violate any federal or state securities or other
laws or prior to:

        (a)      the obtaining of any approval from, or satisfaction of any
waiting period or other condition imposed by, any governmental agency which the
Committee shall, in its sole discretion, determine to be necessary or advisable;
and

        (b)      the completion of any registration or other qualification of
such shares under any state or Federal law or ruling of any governmental body
which the Committee shall, in its sole discretion, determine to be necessary or
advisable.

Section 8.09     Right to Continued Employment. Participation in the Plan shall
not give any Director any right to remain a Director of the Company or any
Eligible Employee any right to remain in the employ of the Company, any
Subsidiary or any Affiliated Entity. The adoption of this Plan shall not be
deemed to give any Director, Eligible Employee or any other individual any right
to be selected as a Participant or to be granted an Award.

Section 8.10     Reliance on Reports. Each member of the Committee and each
member of the Board shall be fully justified in relying or acting in good faith
upon any report made by the independent public accountants of the Company and
its Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself. In no event shall any person
who is or shall have been a member of the Committee or of the Board be liable
for any determination made or other action taken or any omission to act in
reliance upon any such report or information or for any action taken, including
the furnishing of information, or failure to act, if in good faith.

Section 8.11     Construction.  Masculine pronouns and other words of
masculine gender shall refer to both men and women.

Section 8.12     Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Oklahoma except as superseded by
applicable Federal law.

                                   ARTICLE IX

                                Change in Control

        In the event any Change in Control Event (as defined below) occurs,
each Option then outstanding shall, immediately prior to such Change in Control
Event, be nonforfeitable and exercisable in full. A Change in Control Event
shall mean any of the following:

        (i) Any transaction in which shares of voting securities of the Company
        are sold or transferred by the Company or shareholders of the Company as
        a result of which those persons and entities who own voting

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     securities of the Company prior to such transaction own less than fifty
     percent (50%) of the outstanding voting securities of the Company after
     such transaction;

     (ii) The merger or consolidation of the Company with or into another entity
     as a result of which less than fifty percent (50%) of the outstanding
     voting securities of the surviving or resulting entity are beneficially
     owned by those persons and entities who beneficially own voting securities
     of the Company prior to such merger or consolidation;

     (iii) The sale of all or substantially all of the Company's asse ts to an
     entity of which less than fifty percent (50%) of the outstanding voting
     securities of such entity are beneficially owned by those persons and
     entities who own voting securities of the Company at the time of such asset
     sale; or

     (iv) The completion of a public offering of the Company's shares with the
     Securities and Exchange Commission or the registration or other
     qualification of such shares under any state or federal law or ruling of
     any governmental body which the Committee shall, in its sole discretion,
     determine to be necessary or advisable.

                                    ARTICLE X

                   Acceleration of Options on Corporate Event

     If the Company shall, pursuant to action by the Board, at any time propose
to dissolve or liquidate or merge into, consolidate with, or sell or otherwise
transfer all or substantially all of its assets to another corporation
("Transaction") and provision is not made pursuant to the terms of such
Transaction for the assumption by the surviving, resulting or acquiring
corporation of outstanding Options under the Plan, or for the substitution of
new options therefor, the Committee shall cause written notice of the proposed
Transaction to be given to each Participant no less than forty days prior to the
anticipated effective date of the proposed Transaction, and his Option shall
become 100% vested and, prior to a date specified in such notice, which shall be
not more than ten days prior to the anticipated effective date of the proposed
Transaction, each Participant shall have the right to exercise his Option to
purchase any or all of the Common Stock then subject to such Option. Each
Participant, by so notifying the Company in writing, may, in exercising his
Option, condition such exercise upon, and provide that such exercise shall
become effective at the time of, but immediately prior to, the consummation of
the Transaction, in which event such Participant need not make payment for the
Common Stock to be purchased upon exercise of such Option until five days after
written notice by the Company to such Participant that the Transaction has been
consummated. If the Transaction is consummated, each Option, to the extent not
previously exercised prior to the date specified in the foregoing notice, shall
terminate on the effective date of such consummation. If the Transaction is
abandoned, (i) any Common Stock not purchased upon exercise of such Option shall
continue to be available for purchase in accordance with the other provisions of
the Plan and (ii) to the extent that any Option not exercised prior to such
abandonment shall have vested solely by operation of this Article IX, such
vesting shall be deemed annulled, and the vesting schedule set forth in the
Participant's Option Agreement shall be reinstituted, as of the date of such
abandonment.

                                     -END-