Exhibit 10.4

                            IMPERIAL INDUSTRIES, INC.
                         1999 EMPLOYEE STOCK OPTION PLAN

                                    ARTICLE I

                                     Purpose

               The purpose of the 1999 Employee Stock Option Plan (the "Plan")
of IMPERIAL INDUSTRIES, INC., a Delaware corporation, is to secure for the
Company and its stockholders the benefits arising from stock ownership by
employees of the Company or its subsidiaries. The Plan will provide a means
whereby (i) such employees may purchase shares of the Common Stock, $.01 par
value (the "Common Stock"), of the Company pursuant to options which will
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and (ii) such employees may purchase
shares of the Common Stock pursuant to "non-statutory" stock options.

                                   ARTICLE II

                                   Definitions

               The following capitalized terms used in the Plan shall have the
respective meanings set forth in this Article:

               2.1 "Board" shall mean the Board of Directors of IMPERIAL
INDUSTRIES, INC.

               2.2 "Change of Control" shall mean the occurrence of any of the
following acts:

                        (a) The acquisition (other than from the Company
directly) by any person, entity or group within the meaning of ss. 13(d) or
14(d) of the Exchange Act, of beneficial ownership of twenty-five (25%) percent
or more of the outstanding Common Stock;

                        (b) If the individuals who serve on the Board as of the
date of stockholder approval of the Plan, no longer constitute a majority of the
members of the Board; provided, however, any person who becomes a director
subsequent to the date of the stockholder approval of the Plan, who was elected
to fill a vacancy by a majority of the individuals then serving on the Board,
shall be considered as if a member prior to stockholder approval of the Plan;

                        (c) Approval by a majority of the voting stock of the
Company of a merger, reorganization or consolidation whereby the stockholders of
the Company immediately prior to such approval do not, immediately after
consummation of such reorganization merger or consolidation own more than 50% of
the voting stock of the surviving entity; or

                        (d) A liquidation or dissolution of the Company, or the
sale of all or substantially all of the Company's assets.

               2.3 "Code" shall mean the Internal Revenue Code of 1986, as
amended.

               2.4 "Committee" shall mean the committee appointed by the Board
in accordance with Section 3 of the Plan.

               2.5 "Common Stock" shall mean the common stock, $.01 par value,
of the Company.

               2.6 "Company" shall mean IMPERIAL INDUSTRIES, INC. and each of
its subsidiaries, if any.

               2.7 "Control Person" shall mean any person who, as of the date of
grant of an option owns (within the meaning of Section 422(b)(6) of the Code)
stock of the Company possessing more than ten (10%) percent of the total
combined voting power or value of all classes of stock of the Company or of any
subsidiary.

               2.8 "Non-Employee Director" shall mean a director who :

                        (a) is not at the time of any award, an officer of the
Company or any Subsidiary, or otherwise then employed by the Company or any
Subsidiary;

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                        (b) Does not receive compensation, either directly or
indirectly, from the Company or any Subsidiary, for services rendered as a
consultant or in any capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K promulgated pursuant to the Exchange
Act;

                        (c) Does not possess an interest in any other
transaction for which disclosure would be required pursuant to Item 404(a) of
Regulation S-K, promulgated pursuant to the Exchange Act; or

                        (d) Is not engaged in a business relationship for with
disclosure would be required pursuant to Item 404(b) of Regulation S-K,
promulgated pursuant to the Exchange Act.

               2.9 "Employee" shall mean any person (who may be an officer or
director) employed by the Company (within the meaning of Section 3401(c) of the
Code and the regulations promulgated thereunder), or any successor corporation
by merger or consolidation.

               2.10 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

               2.11 "Exercise Price" shall mean the price per share of Common
Stock as determined by the "Committee or the Board at which an Option may be
exercised.

               2.12 "Fair Market Value" shall mean the closing price of a share
of Common Stock on the principal securities exchange on which such Common Stock
is traded on the last preceding business day prior to the date as to which Fair
Market Value is being determined, or on the next preceding business day on which
such Common Stock is traded, if no shares of Common Stock were traded on such
date. If the Common Stock is not traded on a securities exchange, Fair Market
Value shall be the closing sales price of the Common Stock as reported on the
NASDAQ-National Market System for the last preceding business day prior to the
date on which Fair Market Value is to be determined or on the next preceding
business day if the Common Stock was not traded on such date. If the Common
Stock is not quoted on the NASDAQ-National Market System, Fair Market Value
shall be the average of the high bid and low asked prices of the Common Stock in
the over-the-counter market on the last preceding business day prior to the day
as of which Fair Market Value is being determined, or on the next preceding day
on which such high bid and low asked prices were recorded. If the Common Stock
is not publicly traded, Fair Market Value shall be determined by the Committee,
or the Board, in good faith. In no case shall Fair Market Value be less than the
par value per share of the Common Stock. Fair market value shall be determined
without regard to any restriction other than a restriction which, by its terms,
will never lapse.

               2.13 "Incentive Stock Option" or "ISO" shall mean an Option
granted pursuant to the Plan intended to qualify under Section 422 of the Code.

               2.14 "Non-Statutory Stock Option" or "NSO" shall mean an Option
which is not qualified as an ISO under Section 422 of the Code.

               2.15 "Option" shall mean an Option, including Reload Options, to
purchase Common Stock as granted pursuant to the Plan.

               2.16 "Optionee" shall mean any person whom the Committee or the
Board, as the case may be, has granted an Option.

               2.17 "Permanent Disability" shall mean the condition of an
Employee who is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.

               2.18 "Plan" shall mean this IMPERIAL INDUSTRIES, INC. 1999
Employee Stock Option Plan.

               2.19 "Purchase Price" shall mean the Exercise Price multiplied by
the number of whole shares of Common Stock with respect to which an Option can
be exercised.

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               2.20 "Reload Option" means an Option granted to an Employee equal
to the number of shares of Common Stock tendered by the Employee to pay for the
Exercise Price of an Option as more fully described in Article XVI - Reload
Options.

               2.21 "Subsidiary" shall mean one or more subsidiaries of the
Company as defined in Section 424 of the Code.

                                   ARTICLE III

                                 Administration

               3.1 Committee. The Plan shall be administered by the Board, or by
a Committee consisting of two (2) or more Non-Employee Directors appointed by
the Board. The Board from time to time may remove members from, or add members
to, the Committee. Vacancies in the Committee, however caused, shall be filled
by the Board.

               3.2 Activities of Committee. Any action of the Board or the
Committee with respect to administration of the Plan shall be taken by a
majority vote or written consent of its members. If a Committee is appointed by
the Board, the Committee shall hold meetings at such times and places as it may
determine.

               3.3 Construction of Plan. Subject to the provisions of the Plan
and such policies and criteria adopted by the Board, the Board or Committee, as
the case may be, shall have authority: (a) to construe and interpret the Plan,
(b) to define the terms used therein, (c) to prescribe, amend and rescind rules
and regulations relating to the Plan, (d) to determine the individuals to whom
and the time or times at which Options shall be granted, (e) to determine
whether such options will be ISO or NSO, (f) to determine the number of shares
subject to each Option, (g) to determine the Exercise Price, (h) to determine
the number of installments, advertising requirements, if any, in which each
Option may be exercised, (i) to determine the duration of each Option, (j) to
approve and determine the duration of leaves of absence which may be granted to
Employees without constituting a termination of their Employment for the
purposes of the Plan, and (k) to make all other determinations necessary or
advisable for the administration of the Plan.

               The Board, or the Committee, as the case may be, shall have the
sole discretion to make all other determinations which may be necessary or
advisable for the administration of the Plan, including without limitation, the
discretion to construe and interpret the Plan and establish, amend and revoke
rules and regulations for the administration of the Plan. To the extent
permitted by law, and Rule 16b-3 promulgated under the Exchange Act, the Board
or the Committee may delegate its authority as identified hereunder.

               3.4 Interpretations Under Plan. All determinations and
interpretations made by the Board or Committee shall be binding and conclusive
on all Optionees and their legal representatives and beneficiaries.

               3.5 Section 16 Compliance. It is the intention of the Company
that the Plan, and the administration of the Plan, comply in all respects with
ss. 16 of the Exchange Act and the rules and regulations promulgated thereunder.
If any Plan provision, or any aspect of the administration of the Plan, is found
not to be in compliance with ss. 16 of the Exchange Act, the provision or
administration shall be deemed null and void, and in all events the Plan shall
be construed in favor of its meeting the requirements of Rule 16b-3 promulgated
under the Exchange Act.

                                   ARTICLE IV

                             Shares Subject to Plan

               The total number of shares of Common Stock available for grants
under the Plan shall be 600,000 subject to adjustment in accordance with
Articles XII and XVI of the Plan. These shares may be either authorized, but
unissued, or reacquired shares of Common Stock. If an Option or portion thereof
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares covered by such Option shall be available for future
grants of Option. For purposes of determining the number of shares that have
been issued or are available for issuance under the Plan, any shares received in
connection with the issuance of a Reload Option shall be added to the number of
shares available for grants under the Plan.

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                                    ARTICLE V

                                   Eligibility

               5.1 Incentive Stock Options. Incentive Stock Options shall only
be granted to Employees (including individuals who may be officers and directors
of the Company) for services connected with an Employee's employment by the
Company or any of the Company's subsidiaries.

               5.2 Non-Statutory Stock Option. Non-Statutory Stock Options may
be granted to Employees who have performed, or reasonably may be expected to
perform, services of special importance to the management, operation or
development of the business of the Company or any subsidiary as the Committee or
the Board, as the case may be, shall determine, but subject to the terms and
conditions set forth in the Plan.

               5.3 Board Members. Options may be granted to members of the Board
if such individuals are Employees, provided such Optionee is not a member of the
Committee.

                                   ARTICLE VI

                                Terms of Options

               6.1 Option Agreements. Each Option shall be evidenced by a
written agreement executed by the Company and the Optionee. Such Options shall
be subject to the applicable provisions of the Plan, and shall contain such
provisions as are required by the Plan and any other provisions the Board or Com
mittee may prescribe. All agreements evidencing Options shall among other things
specify the total number of shares of Common Stock subject to each grant, the
Exercise Price, the dates after which Options may be exercised, the Option term
and vesting requirements. Those Options that comply with the requirement of an
Incentive Stock Option shall be designated as such and all other Options shall
be designated as Non-Statutory Stock Options.

               6.2 Exercise Price. The Exercise Price of the shares of Common
Stock covered by each Option shall be determined by the Board or the Committee,
as the case may be, but in the case of Incentive Stock Options shall not be less
than one hundred (100%) percent of the Fair Market Value of such Common Stock at
the time of grant. The Board, or the Committee, as the case may be, shall have
the authority, subject to the requirements of the Code and the Exchange Act, to
reduce the exercise price at any time after the grant in its sole discretion.

               6.3 Duration of Options. Each Option and all rights associated
therewith shall expire on such date as the Board or Committee, as the case may
be, may determine, but in no event later than ten (10) years from the date on
which the Option is granted, and shall be subject to earlier termination as
provided herein. Notwithstanding any determination by the Board or the Committee
regarding the exercise periods of any installments of Options, all such Options
shall immediately become exercisable upon a Change of Control of the Company,
subject in all cases to the provision of Paragraph 6.7, which shall prevail.

               6.4 Limitations on Grants to Control Persons. No Incentive Stock
Option may be granted to an Employee, if at the time of the grant, the Employee
is a Control Person. However, a Control Person shall be eligible to receive
Options if:

                        (a) the exercise price of any Incentive Stock Option is
at least 110% of the Fair Market Value and the Incentive Stock Option by its
terms is not exercisable after the expiration of five (5) years from the date
such Option was granted; and

                        (b) The exercise price of an NSO is at least 85% of the
Fair Market Value.

               6.5 Manner of Exercise and Payment. An Option, or any portion
thereof, shall be exercised by delivery of a written notice of exercise to the
Company and payment of the full price of the shares being purchased pursuant to
the Option. An Optionee may exercise an Option with respect to less than the
full number of shares for which the Option may then be exercised, but an
Optionee must exercise the Option in

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full shares of Common Stock. The Exercise Price of Common Stock purchased
pursuant to an Option, or portion thereof, may be paid:

                        (a) in United States dollars, in cash or by check, bank
draft or money order payable to the order of the Company;

                        (b) through the delivery of shares of Common Stock with
an aggregate Fair Market Value on the date of exercise equal to the Exercise
Price;

                        (c) to the extent authorized by the Committee or the
Board, by delivery of irrevocable instructions to a financial institution to
deliver promptly to the Company the portion of sale or loan proceeds sufficient
to pay the Exercise Price;

                        (d) to the extent authorized by the Board, or the
Committee, as the case may be, through the written election of the Optionee to
have shares of Common Stock withheld by the Company from the shares otherwise to
be received, with such withheld shares having an aggregate Fair Market Value on
the date of exercise equal to the Purchase Price;

                        (e) to the extent authorized by the Board, or the
Committee, as the case may be, or if specified in the Option being exercised, by
a promissory note made by the Optionee in favor of the Company, upon the terms
and conditions as determined by the Board or the Committee, and secured by the
Common Stock issuable upon exercise of the Option, or

                        (f) by any combination of the above methods of payment.

               The Board, or Committee, shall determine acceptable methods for
tendering or withholding Common Stock as payment upon exercise of an Option and
may impose such limitations and prohibitions on the use of Common Stock to
exercise an Option as it deems appropriate, including, without limitation, any
limitation or prohibition designed to avoid certain accounting consequences
which may result from the use of Common Stock as payment upon exercise of an
Option.

               6.6 Notification of Sales of Common Stock. Any Optionee who
disposes of shares of Common Stock acquired upon the exercise of an Incentive
Stock Option either (a) within two years after the date of the grant of the
Incentive Stock Option under which the Common Stock was acquired or (b) within
one year after the transfer of such shares to the Optionee, shall notify the
Company of such disposition and of the amount received upon such disposition.

               6.7 Restriction on Exercise. No Option shall be exercisable until
the end of six months after the date of grant, except in the case of the
Employee's death or Permanent Disability, upon which event the Option will
become immediately exercisable.

                                   ARTICLE VII

                        Government and Other Regulations

               7.1 Delivery of Common Stock. The obligation of the Company to
issue or transfer and deliver shares for Options exercised under the Plan shall
be subject to all applicable laws, regulations, rules, orders and approvals
which shall then be in effect and required by governmental entities.

               7.2 Holding of Stock After Exercise of Option. At the discretion
of the Board or Committee, any Option may provide that the Optionee, by
accepting such Option, represents and agrees, for the Optionee and his permitted
transferees (by will or the laws of descent and distribution), that none of the
Common Stock purchased upon exercise of the Option will be acquired with a view
to any sale, transfer or distribution of said Common Stock in violation of the
Securities Act of 1933 as amended (the "Act"), and the person entitled to
exercise the same shall furnish evidence satisfactory to the Company (including
a written and signed representation) to that effect in form and substance
satisfactory to the Company, including an indemnification of the Company in the
event of any violation of the Act by such person.

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                                  ARTICLE VIII

                                 Withholding Tax

               The Company may, in its discretion, require an Optionee to pay to
the Company at the time of exercise, an amount that the Company deems necessary
to satisfy its obligations to withhold Federal, state or local income or other
taxes (which for purposes of this Article includes an Optionees FICA
obligation), incurred by reason of such exercise. When the exercise of an Option
does not give rise to an obligation to withhold Federal income taxes on the date
of exercise, the Company may, in its discretion, require an Optionee to place
shares of Common Stock purchased under the Option in escrow for the benefit of
the Company until such time as Federal income tax withholding is required on
amounts included in the gross income of the Optionee as a result of the exercise
of an Option. At such time, the Company in its discretion may require an
Optionee to pay to the Company the amount that the Company deems necessary to
satisfy its obligation to withhold Federal, state or local taxes incurred by
reason of the exercise of the Option, in which case the shares of Common Stock
will be released from escrow upon such payment by Optionee.

                                   ARTICLE IX

                               Non-Transferability

               No Option granted under the Plan shall be transferable by the
Optionee, otherwise than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act or the rules thereunder.
Options shall be exercisable during the Optionee's lifetime only by the
Optionee, regardless of any community property interest therein of the
Optionee's spouse, or such spouse's successors in interest. If the Optionee's
spouse shall have acquired a community property interest in such Option, the
Optionee, or the Optionee's permitted successors in interest, may exercise the
Option on behalf of the Optionee's spouse or such spouse's successors in
interest.

                                    ARTICLE X

                            Termination of Employment

               10.1 Resignation of Employee. Subject to the provisions of
Sections 10.4 and 10.5 herein, and as otherwise may be provided in the Option
agreement, if an Optionee ceases to be employed by the Company for any reason
other than the Optionee's death or Permanent Disability, the Optionee's
Incentive Stock Options shall immediately become void and of no further force or
effect; provided, however, that if such cessation of Employment shall be due to
the Optionee's voluntary resignation with the consent of the Board, or the
Committee, or to the Optionee's retirement under the provisions of any pension
or retirement plan of the Company or any Subsidiary then in effect, such
Incentive Stock Option may be exercised to the extent exercisable on the date of
such cessation of Employment within three (3) months after the date the Optionee
ceases to be an Employee of the Company; provided, however that in no event
shall the exercise period extend beyond the term of the Option. Notwithstanding
anything herein to the contrary, at the time of such termination of employment,
the Committee may elect to treat such Incentive Stock Options as NSO's and in
such event, the Options would not expire on termination of Employment.

               10.2 Leaves of Absence. For the purpose contained herein, the
employment relationship will be treated as continuing intact while the Optionee
is on military leave, approved sick leave or other bona fide leave of absence to
be approved in writing by the Board or Committee. However, no Option may be
exercised during any such leave of absence, except during the first three (3)
months thereof; provided, however that in no event shall the exercise period
extend beyond the term of the Option.

               10.3 Termination by Reason of Death or Permanent Disability. If
the holder of an Option dies or suffers a Permanent Disability while the
Optionee is employed by the Company, the Optionee's Option shall expire one (1)
year after the date of such death or Permanent Disability; provided, however
that in no event shall the exercise period extend beyond the term of the Option.
During such period after death, such Option may, to the extent that it remains
unexercised (but exercisable by the Optionee according to such Option's

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term) on the date of such death, be exercised by the person or persons to whom
the Optionee's rights under the Option shall pass by the Optionee's will or by
the laws of descent and distribution.

               10.4 Extension of Options. Notwithstanding anything in the Plan
to the contrary, the Board or the Committee, as the case may be, shall have the
discretion to extend the term of any Options granted to an Employee which would
have otherwise expired in connection with the termination of such employment for
such period as the Board or the Committee so determines; provided however, that
upon any such extension (beyond the three month period provided in Section 10.1
herein), any Options which were previously treated as Incentive Stock Options
shall, upon such extension, be treated as NSO's upon exercise thereof.

               10.5 Change of Control Extension. Notwithstanding anything in the
Plan to the contrary, any Options granted to an Employee whose employment is
terminated following a Change of Control which have not become exercisable
pursuant to Section 6.7 shall have their expiration date extended as follows:

                        (a) if such options are Incentive Stock Options, the
expiration date shall be automatically extended to such date which is nine
months following the grant date of such option, such that the options will be
exercisable for a three month period prior to the extended expiration date; and

                        (b) If such Options are NSO's, the expiration date shall
be the original date in the Option Agreement;

provided however, the Optionee shall have the option to convert such Incentive
Stock Options into NSO's and automatically extend the expiration date to the
original date specified in the Option Agreement.

                                   ARTICLE XI

                 Limitation on Grants of Incentive Stock Options

               No one individual may be granted Incentive Stock Options under
this Plan or any other plan of the Company in any calendar year for Common Stock
having an aggregate Fair Market Value determined at the time the Option is
granted, in excess of $100,000.

                                   ARTICLE XII

                                   Adjustments

               12.1 Proportionate Adjustments. If the outstanding shares of
Common Stock are increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of shares as to which Options may
be granted under this Plan. A corresponding adjustment changing the number of
kind or shares allocated to unexercised Options or portions thereof, which shall
have been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
aggregate Purchase Price applicable to the unexercised portion of the Option but
with a corresponding adjustment in the Exercise Price for the Common Stock
covered by the Option. Notwithstanding the foregoing, there shall be no
adjustment for the issuance of Common Stock upon conversion of notes, preferred
stock or exercise of warrants or Common Stock issued by the Board for such
consideration as the Board deems appropriate.

               12.2 Dissolution or Liquidation. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation of
the Company with one (1) or more corporations as a result of which the Company
is not the surviving corporation, or upon a sale of substantially all the
property or more than eighty (80%) percent of the then outstanding shares of
Common Stock of the Company to another corporation, the Board or Committee may
provide in writing in connection with such transaction for any or all of the
following choices (separately or in combinations): (i) for the Options
theretofore granted to become immediately exercisable; (ii) for the assumption
by the successor corporation of the Options theretofore granted or the
substitution by such corporation for such Options of new Options covering the
stock of the successor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and

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kind of shares and prices; (iii) for the continuance of the Plan by each
successor corporation in which event the Plan and the Options theretofore
granted shall continue in the manner and under the terms so provided; or (iv)
for termination of the Plan and any Option theretofore granted hereunder.

               12.3 Board Determination. Adjustments under this Article 12 shall
be made by the Board or Committee, whose determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.
No fractional shares of Common Stock shall be issued under the Plan on any such
adjustment.

                                  ARTICLE XIII

                        Amendment and Termination of Plan

               13.1 Amendments. The Board or the Committee may at any time
suspend or terminate the Plan. The Board or the Committee may also at any time
amend or revise the terms of the Plan, provided that no such amendment or
revision shall, unless appropriate stockholder approval of such amendment or
revision is obtained:

                        (a) materially increase the benefits accruing to
participants under the Plan;

                        (b) materially increase the number of securities which
may be issued under Plan; or

                        (c) materially modify the requirements as to eligibility
for participation in the Plan.

               13.2 Optionee Consent. No amendment, suspension or termination of
the Plan shall, without the consent of the Optionee, alter or impair any rights
or obligations under any Option theretofore granted under the Plan.

                                   ARTICLE XIV

                            Miscellaneous Provisions

               14.1 Privileges of Stock Ownership. No person entitled to
exercise any Option granted under the Plan shall have any of the rights or
privileges of a stockholder of the Company in respect of any shares of Common
Stock issuable upon exercise of such Option until certificates representing such
shares shall have been issued and delivered. No shares shall be issued and
delivered upon exercise of any Option unless and until, in the opinion of
counsel for the Company, there shall have been full compliance with any
applicable registration requirements of the Act, any applicable listing
requirements of any national securities exchange on which stock of the same
class is then listed, and any other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery.

               14.2 Plan Expenses. Any expenses incurred in the administration
of the Plan shall be borne by the Company.

               14.3 Use of Exercise Proceeds. Payments received from an Optionee
upon the exercise of Options shall be used for the general corporate purposes of
the Company, except that any Common Stock received in payment may be retired or
retained in the Company's treasury and reissued.

               14.4 No Employment Rights. Neither the Plan, nor any action taken
under the Plan shall be construed as giving any Employee the right to become a
participant, nor shall any Option under the Plan be construed as giving a
participant any right with respect to continuance of employment by the Company.
The Company expressly reserves the right to terminate, whether by dismissal,
discharge or otherwise a participant's employment at any time, with or without
cause, except as may otherwise be provided in any written agreement between the
Company and the Employee.

               14.5 Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board, or the Committee, the
members of the Committee and the Board shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in connection with
any action,

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suit or proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or any
Option granted thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action suit or proceeding, except a judgment based upon a finding of bad
faith; provided that upon the institution of any such action, suit or
proceeding, such indemnified party shall in writing give the Company notice
thereof and an opportunity, at its own expense, to handle and defend the same
before such indemnified party undertakes to handle and defend it on such
member's behalf.

               14.6 No Obligation to Exercise Options. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

               14.7 Governing Law. The Plan has been adopted under the laws of
the State of Delaware. The Plan, all Options which may be granted hereunder, and
all matters related thereto, shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware as it then exists.

               14.8 Gender and Number. Except as otherwise indicated by the
context, reference to the masculine gender shall include the feminine gender,
the plural shall include the singular and the singular shall include the plural.

               14.9 Severability. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

                                   ARTICLE XV

                     Stockholder Approval and Effective Date

               The Plan shall be submitted for approval by the holders of the
outstanding voting stock of the Company within twelve (12) months from the date
the Plan is adopted by the Board; provided, however, that if such vote was not
solicited substantially in accordance with the rules and regulations, if any, in
effect under ss. 14(a) of the Exchange Act, at the time of such vote, the
Company will furnish in writing to the holders of record of the securities
entitled to vote for the Plan substantially the same information concerning the
Plan which would be required by the rules and regulations in effect under ss.
14(a) of the Exchange Act, as if proxies to be voted with respect to the
approval or disapproval of the Plan were then being solicited, on or prior to
the date of the first annual meeting of security holders held subsequent to the
later of (i) the first registration of an equity security under ss. 12 of the
Exchange Act; or (ii) the acquisition of an equity security for which an
exemption is claimed. The Plan shall be deemed approved by the holders of the
outstanding voting stock of the Company by the affirmative vote of the holders
of a majority of the voting shares of the Company represented and voting at a
duly held meeting at which a quorum is present. Any Options granted under the
Plan prior to obtaining such stockholder approval shall be granted under the
conditions that the Options so granted (i) shall not be exercisable prior to
such approval, and (ii) shall become null and void if such stockholder approval
is not obtained.

                                   ARTICLE XVI

                                 Reload Options

               16.1 Reload Option. Whenever the Optionee holding any Option
outstanding under the Plan (including Reload Options granted under this Article
XVI) exercises the Option and makes payment of the Exercise Price by tendering
Common Stock previously held by the Optionee pursuant to Section 6.5(b), then
the Company shall grant a Reload Option for the number of shares of Common Stock
that is equal to the number of shares tendered by the Optionee on payment of the
Exercise Price of the Option being exercised.

               16.2 Reload Option Exercise Price. The Reload Option Exercise
Price per share shall be an amount equal to the Fair Market Value per share of
the Company's Common Stock determined as of the date of receipt by the Company
of the notice by Optionee to exercise the Option.

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               16.3 Term of Reload Option. The exercise period of the Reload
Option shall expire, and the Reload Option shall no longer be exercisable, on
the later of (i) the expiration date of the original surrendered Option, or (ii)
one year from the date of granting, unless otherwise determined by the Board or
the Committee, which shall have the discretion to extend the expiration date of
the Reload Options.

               16.4 Restriction on Exercise. Any Reload Option granted under
this Article XVI shall vest immediately, but shall not be exercisable until the
end of six months after the date of its issuance, except in the case of the
death or permanent disability of the Optionee, upon which event the Reload
Option will become immediately exercisable.

               16.5 Other Terms of Reload Options. All other terms of the Reload
Options granted hereunder shall be identical to the terms and conditions of the
original Option, the exercise of which gives rise to the grant of the Reload
Option.

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