EXHIBIT 10.24

                              AMENDED AND RESTATED

                              NUTECH DIGITAL, INC.

                           2003 CONSULTANT STOCK PLAN

                                 PURPOSE OF PLAN

      WHEREAS, the purpose of this Amended and Restated NuTech Digital, Inc.
2003 Consultant Stock Plan is to advance the interests of the Company by helping
the Company obtain and retain the services of persons providing consulting
services upon whose judgment, initiative, efforts and/or services the Company is
substantially dependent, by offering to or providing those persons with
incentives or inducements affording such persons an opportunity to become owners
of capital stock of the Company.

                          TERMS AND CONDITIONS OF PLAN

      1.    DEFINITIONS.

            Set forth below are definitions of capitalized terms that are
generally used throughout this Plan, or references to provisions containing such
definitions (capitalized terms whose use is limited to specific provisions are
not referenced in this Section):

            (A) AFFILIATE - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.

            (B) AWARD - The term "Award" is collectively and severally defined
as any Award Shares or Options granted under this Plan.

            (C) AWARD SHARES - The term "Award Shares" is defined as shares of
Common Stock granted by the Plan Committee in accordance with Section 6 of this
Plan.

            (D) BOARD - The term "Board" is defined as the Board of Directors of
the Company, as such body may be reconstituted from time to time.

            (E) COMMON STOCK - The term "Common Stock" is defined as the
Company's common stock, no par value.

            (F) COMPANY - The term "Company" is defined as NuTech Digital, Inc.,
a California corporation.


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            (G) DISPOSED - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants a right to obtain an interest in the Award;
(iii) any transaction that creates a form of joint ownership in the Award
between the Recipient and one or more other Persons; (iv) any Disposition of the
Award to a creditor of the Recipient, including the hypothecation, encumbrance
or pledge of the Award or any interest therein, or the attachment or imposition
of a lien by a creditor of the Recipient of the Award or any interest therein
which is not released within thirty (30) days after the imposition thereof; (v)
any distribution by a Recipient which is an entity to its stockholders,
partners, co-venturers or members, as the case may be, or (vi) any distribution
by a Recipient which is a fiduciary such as a trustee or custodian to its
settlors or beneficiaries.

            (H) ELIGIBLE PERSON - The term "Eligible Person" means any Person
who, at a particular time, is a consultant to the Company or an Affiliate who
provides bona fide consulting services to the Company or the Affiliate,
provided, however, no Award hereunder may be granted to any Person in connection
with the provision of any services incident to the raising of capital or
promotion or maintenance of a market for the Company's securities.

            (I) EXERCISE PRICE - The term "Exercise Price means the price at
which a holder of an Option may purchase the Common Stock issuable upon exercise
of the Option.

            (J) FAIR MARKET VALUE - The term "Fair Market Value" means, as of
any date, the value of a share of the Company's Common Stock determined as
follows:

                  (i) if such Common Stock is publicly traded and is then listed
            on a national securities exchange, its closing price on the date of
            determination on the principal national securities exchange on which
            the Common Stock is listed or admitted to trading;

                  (ii) if such Common Stock is quoted on the NASDAQ National
            Market, its closing price on the NASDAQ National Market on the date
            of determination;

                  (iii) if such Common Stock is publicly traded but is not
            listed or admitted to trading on a national securities exchange, the
            average of the closing bid and asked prices on the date of
            determination; or

                  (iv) if none of the foregoing is applicable, by the Plan
            Committee in good faith.

            (K) ISSUED SHARES - The term "Issued Shares" is defined as shares of
Common Stock issued pursuant to the terms of this Plan.

            (L) OPTION - The term "Option" means an award of an option to
purchase shares of Common Stock pursuant to Section 7.

            (M) PERSON - The term "Person" is defined, in its broadest sense, as
any individual, entity or fiduciary such as, by way of example and not
limitation, individual or natural persons, corporations, partnerships (limited
or general), joint-ventures, associations, limited liability
companies/partnerships, or fiduciary arrangements, such as trusts.

            (N) PLAN - The term "Plan" is defined as this 2003 Consultant Stock
Plan.


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            (O) PLAN COMMITTEE - The term "Plan Committee" is defined as that
Committee appointed by the Board to administer and interpret this Plan as more
particularly described in Section 3 of the Plan; provided, however, that the
term Plan Committee will refer to the Board during such times as no Plan
Committee is appointed by the Board.

            (P) RESTRICTED SHARES - The term "Restricted Shares" is defined as
Award Shares that are subject to restrictions as more particularly set forth in
Section 6 of this Plan.

            (Q) RECIPIENT - The term "Recipient" is defined as any Eligible
Person who, at a particular time, receives the grant of an Award.

            (R) SECURITIES ACT - The term "Securities Act" is defined as the
Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

            (S) TERMINATION or TERMINATED - "Termination" or "Terminated" means,
for purposes of this Plan with respect to a Recipient, that the Recipient has
for any reason ceased to provide services as a consultant, independent
contractor, or advisor to the Company. The Plan Committee will have sole
discretion to determine whether a Recipient has ceased to provide services and
the effective date on which the Recipient ceased to provide services (the
"Termination Date").

      2.    TERM OF PLAN.

            This Plan shall be effective as of such time and date as this Plan
is adopted by the Board, and this Plan shall terminate on the first business day
prior to the ten (10) year anniversary of the date this Plan became effective.
All Awards granted pursuant to this Plan prior to the effective date of this
Plan shall not be affected by the termination of this Plan and all other
provisions of this Plan shall remain in effect until the terms of all
outstanding Awards have been satisfied or terminated in accordance with this
Plan and the terms of such Awards.

      3.    PLAN ADMINISTRATION.

            (A)   PLAN COMMITTEE.

                  (i) The Plan shall be administered and interpreted by a
committee consisting of two (2) or more members of the Board; provided, however,
no member of the Board who may serve as a member of the Plan Committee if such
person serves or served as a member of the plan committee with respect to any
plan (other than this Plan) of the Company or its Affiliates which plan was or
is established to comply with the provisions of Rule 16b-3(c)(2)(i) to the
Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
establishment of so-called "Section 16b-3 Plans"), and, by reason of such
person's proposed service as a member of the Plan Committee, such person would
not be considered a "disinterested" person within the meaning of said Rule with
respect to such other plan.


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                  (ii) Members of the Plan Committee may resign at any time by
delivering written notice to the Board. Vacancies in the Plan Committee shall be
filled by the Board. The Plan Committee shall act by a majority of its members
in office. The Plan Committee may act either by vote at a meeting or by a
memorandum or other written instrument signed by a majority of the Plan
Committee.

                  (iii) If the Board, in its discretion, does not appoint a Plan
Committee, the Board itself will administer and interpret the Plan and take such
other actions as the Plan Committee is authorized to take hereunder; provided
that the Board may take such actions hereunder in the same manner as the Board
may take other actions under the Certificate of Incorporation and bylaws of the
Company generally.

            (B) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS. While
serving on the Plan Committee, such members shall not be eligible for selection
as Eligible Persons to whom an Award may be granted under the Plan.

            (C) POWER TO MAKE AWARDS. The Plan Committee shall have the full and
final authority in its sole discretion, at any time and from time-to-time,
subject only to the express terms, conditions and other provisions of the
Certificate of Incorporation of the Company and this Plan, and the specific
limitations on such discretion set forth herein, to:

                  (i) Designate the Eligible Persons or classes of Eligible
            Persons eligible to receive Awards from among the Eligible Persons;

                  (ii) Grant Awards to such selected Eligible Persons or classes
            of Eligible Persons in such form and amount (subject to the terms of
            the Plan) as the Plan Committee shall determine;

                  (iii) Impose such limitations, restrictions and conditions
            upon any Award as the Plan Committee shall deem appropriate and
            necessary;

                  (iv) Interpret the Plan, adopt, amend and rescind rules and
            regulations relating to the Plan, and make all other determinations
            and take all other action necessary or advisable for the
            implementation and administration of the Plan; and

                  (v) Delegate all or a portion of its authority under
            subsections (i) through (iii) of this Section 3(c) to one or more
            directors of the Company who are executive officers of the Company,
            subject to such restrictions and limitations (such as the aggregate
            number of shares of Common Stock that may be awarded) as the Plan
            Committee may decide to impose on such delegate directors.

            In determining the recipient, form and amount of Awards, the Plan
Committee shall consider any factors deemed relevant, including the individual's
functions, responsibilities, value of services to the Company and past and
potential contributions to the Company's profitability and sound growth.


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            (D) INTERPRETATION OF PLAN. The Plan Committee shall, in its sole
and absolute discretion, interpret and determine the effect of all matters and
questions relating to this Plan. The interpretations and determinations of the
Plan Committee under the Plan (including without limitation determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards, the methods of payment for Awards, the restrictions and
conditions placed upon Awards, and the other terms and provisions of Awards and
the certificates or agreements evidencing same) need not be uniform and may be
made by the Plan Committee selectively among Persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such Persons are
similarly situated. All actions taken and all interpretations and determinations
made under this Plan in good faith by the Plan Committee shall be final and
binding upon the Recipient, the Company, and all other interested Persons. No
member of the Plan Committee shall be personally liable for any action taken or
decision made in good faith relating to this Plan, and all members of the Plan
Committee shall be fully protected and indemnified to the fullest extent
permitted under applicable law by the Company in respect to any such action,
determination, or interpretation.

            (E) COMPENSATION; ADVISORS. Members of the Plan Committee shall
receive such compensation for their services as members as may be determined by
the Board. All expenses and liabilities incurred by members of the Plan
Committee in connection with the administration of the Plan shall be borne by
the Company. The Plan Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other Persons, at
the cost of the Company. The Plan Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such Persons.

      4.    STOCK POOL.

            (A) MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of stock
which may be issued or granted under the Plan shall be authorized and unissued
or treasury shares of Common Stock. The aggregate maximum number of shares of
Common Stock which may be issued as a grant of Award Shares shall not exceed
5,000,000 shares of Common Stock (the "Stock Pool"); provided, however, that
such number shall be increased by the following:

                  (i) Any shares of Common Stock tendered by a Recipient as
            payment for Award Shares;

                  (ii) Any rights to shares of Common Stock surrendered by a
            Recipient as payment for Award Shares;

                  (iii) Any Restricted Shares which are granted as Award Shares,
            and are subsequently forfeited by the holders thereof.

                  (iv) Any Common Stock issued upon exercise of an Option but
            ceases to be subject to such Option for any reason other than
            exercise of such Option; and

                  (v) Any Award that otherwise terminates without Common Stock
            being issued.

            (B) CALCULATING SHARES AVAILABLE FOR AWARDS. For purposes of
calculating the maximum number of shares of Common Stock in the Stock Pool which
may be issued under the Plan, when Award Shares are granted and the Plan
Committee elects to require payment with respect to such grant, and when shares
of Common Stock are used as full or partial payment for the grant of such
shares, only the net shares issued (including the shares, if any, withheld for
tax withholding requirements) shall be counted.


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            (C) DATE OF AWARD. The date an Award is granted shall mean the date
selected by the Plan Committee as of which the Plan Committee allots a specific
number of shares to a Recipient with respect to such Award pursuant to the Plan.

      5.    AWARD SHARES.

            (A) GRANT. The Plan Committee may from time to time, and subject to
the provisions of the Plan and such other terms and conditions as the Plan
Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("Award Shares") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to receive Award Shares shall be evidenced by
either a written consulting agreement or a separate written agreement confirming
such grant, executed by the Company and the Recipient, stating the number of
Award Shares granted and stating all terms and conditions of such grant.

            (B) PURCHASE PRICE AND MANNER OF PAYMENT. The Plan Committee, in its
sole discretion, may grant Award Shares in any of the following instances:

                  (i) as a "bonus" or "reward" for services previously rendered
            and compensated, in which case the recipient of the Award Shares
            shall not be required to pay any consideration for such Award
            Shares, and the value of such Award Shares shall be the Fair Market
            Value of such Award Shares on the date of grant;

                  (ii) as "compensation" for the previous performance or future
            performance of services or attainment of goals, in which case the
            recipient of the Award Shares shall not be required to pay any
            consideration for such Award Shares (other than the performance of
            his services), and the value of such Award Shares received (together
            with the value of such services or attainment of goals attained by
            the Recipient), may not be less than one hundred percent (100%) of
            the Fair Market Value of such Award Shares on the date of grant; or

                  (iii) in consideration for the payment of a purchase price for
            such Award Shares in an amount established by the Plan Committee,
            which purchase price may not be less than one hundred percent (100%)
            of the Fair Market Value of such Award Shares as of the date of
            grant of such purchase right.

      6.    RESTRICTED SHARES.

            (A) VESTING CONDITIONS; FORFEITURE OF UNVESTED SHARES. The Plan
Committee may subject or condition the grant of Issued Shares (hereinafter
referred to as "Restricted Shares") to such vesting conditions based upon
continued provision of services or attainment of goals subsequent to such grant
of Restricted Shares as the Plan Committee, in its sole discretion, may deem
appropriate. In the event the Recipient does not satisfy such vesting
conditions, the Company may require the Recipient, subject to the payment terms
of Section 6(b), to forfeit such unvested Restricted Shares. All vesting
conditions imposed on the grant of Restricted Shares, including payment terms
complying with Section 6(b), shall be set forth in either a written consulting
agreement or a separate written restricted stock agreement, executed by the
Company and the Recipient on or before the time of the grant of such Restricted
Shares, stating the number of said Restricted Shares subject to such conditions
and further specifying the vesting conditions. If no vesting conditions are
expressly provided in the underlying consulting agreement or in a separate
restricted stock agreement, the Issued Shares shall not be deemed to be
Restricted Shares, and will not be required to be forfeited. Any grant of
Restricted Shares shall be subject to the following limitations:


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                  (i) In no case shall such vesting conditions require continued
            provision of services or attainment of goals, as the case may be,
            subsequent to the grant of Restricted Shares, for a period of time
            which exceeds five (5) years from the date of grant, or on a
            cumulative incremental percentage basis which is less than twenty
            percent (20%) per year;

                  (ii) In no case shall the Recipient be required to forfeit any
            vested Restricted Shares; and

                  (iii) In the event of the forfeiture of any unvested
            Restricted Shares, the Company shall pay to the Recipient with
            respect to all of such unvested Restricted Shares an amount equal to
            the original purchase price, if any, paid by the Recipient for such
            unvested Restricted Shares.

            (B) REPURCHASE PRICE FOR FORFEITED RESTRICTED SHARES. In the event a
Recipient does not satisfy applicable vesting conditions placed upon Restricted
Shares, and the Company exercises its right to require the Recipient to forfeit
such unvested Restricted Shares, the Company shall be required to pay the
Recipient an amount not less than:

                  (i) The higher of the original purchase price for such
            forfeited Restricted Shares or the Fair Market Value of such
            forfeited Restricted Shares on the date of the event triggering such
            repurchase rights; or

                  (ii) The original purchase price for such vested Restricted
            Shares; provided, however, that the right to repurchase in favor of
            the Company must lapse at the rate of at least twenty percent (20%)
            per year over five (5) years from the date of grant of the
            Restricted Shares.

            The payments to be made by the Company to a Recipient for forfeited
Restricted Shares pursuant to Subsection (ii) may only be in the form of cash or
cancellation of purchase money indebtedness with respect to the purchase of said
Restricted Shares by the Recipient, if any, and must be paid no later than
ninety (90) days of the date of termination.

            (C) RESTRICTIVE LEGEND. Until such time as all conditions placed
upon Restricted Shares lapse, the Plan Committee may place a restrictive legend
on the share certificate representing such Restricted Shares which evidences
said restrictions in such form and subject to such stop instructions as the Plan
Committee shall deem appropriate. The conditions shall similarly apply to any
new, additional or different securities the Recipient may become entitled to
receive with respect to such Restricted Shares by virtue of a stock split or
stock dividend or any other change in the corporate or capital structure of the
Company. The Plan Committee shall also have the right, should it elect to do so,
to require the Recipient to deposit the share certificate for the Restricted
Shares with the Company or its agent, endorsed in blank or accompanied by a duly
executed irrevocable stock power or other instrument of transfer, until such
time as the conditions lapse. The Company shall remove the legend with respect
to any Restricted Shares which become vested.


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            (D) STOCKHOLDER RIGHTS. The Recipient of Restricted Shares shall
have all rights or privileges of a stockholder of the Company with respect to
the Restricted Shares notwithstanding the terms of this Section 6 (with the
exception of Subsection (e) hereof) and, as such, shall be fully entitled to
receive dividends (if any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the Restricted Shares.

            (E) NON-ASSIGNABILITY. Except as expressly provided in the
underlying consulting agreement or restricted stock agreement, unvested
Restricted Shares may not be Disposed by the Recipient without the prior written
consent of the Company, which consent the Company may withhold in its sole and
absolute discretion, and such purported Disposition shall be null and void ab
initio and of no force and effect.

      7.    OPTIONS.

            (A) GRANT BY PLAN COMMITTEE. The Plan Committee may grant Options to
eligible persons and will determine the number of shares of Common Stock subject
to the Option, the Exercise Price of the Option, the period during which the
Option may be exercised, and all other terms and conditions of the Option.

            (B) FORM OF OPTION GRANT. Each Option granted under this Plan will
be evidenced by an Award Agreement (hereinafter referred to as the "Stock Option
Agreement") that will be in such form and contain such provisions (which need
not be the same for each Recipient) as the Plan Committee may from time to time
approve, and which will comply with and be subject to the terms and conditions
of this Plan.

            (C) DATE OF GRANT. The date of grant of an Option will be the date
on which the Plan Committee makes the determination to grant such Option, unless
otherwise specified by the Plan Committee. The Stock Option Agreement and a copy
of this Plan will be delivered to the Recipient within a reasonable time after
the granting of the Option.

            (D) EXERCISE PERIOD. Options may be exercisable within the times or
upon the events determined by the Plan Committee as set forth in the Stock
Option Agreement governing such Option; provided, however, that no Option will
be exercisable after the expiration of ten (10) years from the date the Option
is granted. The Plan Committee also may provide for Options to become
exercisable at one time or from time to time, periodically or otherwise, in such
number of shares of Common Stock or percentage of shares of Common Stock as the
Plan Committee determines, provided, however, that in all events a Recipient
will be entitled to exercise an Option at the rate of at least 20% per year over
five years from the date of grant, subject to reasonable conditions.

            (E) EXERCISE PRICE. The Exercise Price of an Option will be
determined by the Plan Committee when the Option is granted and may be not less
than 85% of the Fair Market Value of the Shares on the date of grant.

            (F) PAYMENT. Payment for Common Stock purchased upon exercise of an
Option may be made in cash (by check) or, where expressly approved for the
Recipient by the Plan Committee and where permitted by law:

                  (i) by cancellation of indebtedness of the Company to the
            Recipient;


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                  (ii) by surrender of shares that either: (1) have been owned
            by the Recipient for more than six (6) months and have been paid for
            within the meaning of SEC Rule 144 (and, if such shares were
            purchased from the Company by use of a promissory note, such note
            has been fully paid with respect to such shares); or (2) were
            obtained by the Recipient in the public market;

                  (iii) by waiver of compensation due or accrued to the
            Recipient for services rendered;

                  (iv) with respect only to purchases upon exercise of an
            Option, and provided that a public market for the Company's stock
            exists:

                        (1) through a "same day sale" commitment from the
                  Recipient and a broker-dealer that is a member of the National
                  Association of Securities Dealers (an "NASD Dealer") whereby
                  the Recipient irrevocably elects to exercise the Option and to
                  sell a portion of the Common Stock so purchased to pay for the
                  Exercise Price, and whereby the NASD Dealer irrevocably
                  commits upon receipt of such Common Stock to forward the
                  Exercise Price directly to the Company; or

                        (2) through a "margin" commitment from the Recipient and
                  a NASD Dealer whereby the Recipient irrevocably elects to
                  exercise the Option and to pledge the Shares so purchased to
                  the NASD Dealer in a margin account as security for a loan
                  from the NASD Dealer in the amount of the Exercise Price, and
                  whereby the NASD Dealer irrevocably commits upon receipt of
                  such Common Stock to forward the Exercise Price directly to
                  the Company; or

                  (v) by any combination of the foregoing.

            (G) METHOD OF EXERCISE. Options may be exercised only by delivery to
the Company of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Plan Committee, (which need not be the
same for each Recipient), stating the number of shares of Common Stock being
purchased, the restrictions imposed on the shares of Common Stock purchased
under such Exercise Agreement, if any, and such representations and agreements
regarding the Recipient's investment intent and access to information and other
matters, if any, as may be required or desirable by the Company to comply with
applicable securities laws, together with payment in full of the Exercise Price
for the number of shares of Common Stock being purchased.

            (H) TERMINATION. Notwithstanding the exercise periods set forth in
the Stock Option Agreement, exercise of an Option will always be subject to the
following:

                  (i) If the Recipient's service is Terminated for any reason
            except death or Disability, then the Recipient may exercise such
            Recipient's Options only to the extent that such Options would have
            been exercisable upon the Termination Date no later than three (3)
            months after the Termination Date (or such longer time period not
            exceeding five (5) years as may be determined by the Plan
            Committee).

                  (ii) If the Recipient's service is Terminated because of the
            Recipient's death or disability, then the Recipient's Options may be
            exercised only to the extent that such Options would have been
            exercisable by the Recipient on the Termination Date and must be
            exercised by the Recipient (or the Recipient's legal representative)
            no later than twelve (12) months after the Termination Date (or such
            longer time period not exceeding five (5) years as may be determined
            by the Plan Committee).


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                  (iii) Notwithstanding the provisions herein, if the
            Recipient's service is Terminated for cause, as defined by
            applicable law, neither the Recipient, the Recipient's estate nor
            such other person who may then hold the Option shall be entitled to
            exercise any Option with respect to any shares of Common Stock
            whatsoever, after Termination, whether or not after Termination the
            Recipient may receive payment from the Company for services rendered
            prior to Termination, for services rendered for the day on which
            Termination occurs, for salary in lieu of notice, or for any other
            benefits. For the purpose of this paragraph, subject to the
            foregoing, Termination shall be deemed to occur on the date when the
            Company dispatches notice or advice to the Recipient that his
            service is Terminated.

            (I) LIMITATIONS ON EXERCISE. The Plan Committee may specify a
reasonable minimum number of shares of Common Stock that may be purchased on any
exercise of an Option, provided that such minimum number will not prevent the
Recipient from exercising the Option for the full number of Shares for which it
is then exercisable.

            (J) MODIFICATION, EXTENSION OR RENEWAL. The Plan Committee may
modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefore, provided that any such action may not,
without the written consent of a Recipient, impair any of such Recipient's
rights under any Option previously granted. The Plan Committee may reduce the
Exercise Price of outstanding Options without the consent of Recipients affected
by a written notice to them; provided, however, that the Exercise Price may not
be reduced below the minimum Exercise Price that would be permitted under
subsection (e) of this Section 7 for Options granted on the date the action is
taken to reduce the Exercise Price.

      8.    ADJUSTMENTS.

            (A) SUBDIVISION OR STOCK DIVIDEND. If (i) outstanding shares of
Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool shall, simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend, be proportionately increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
number of shares of Common Stock, if any, available for issuance in the Stock
Pool shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

            (B) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Plan Committee, whose
determination in that respect shall be final, binding and conclusive.


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            (C) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided in
this Section 8, (i) the Recipient shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of
shares. The grant of an Award pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.

      9.    PERFORMANCE ON BUSINESS DAY.

            In the event the date on which a party to this Plan is required to
take any action under the terms of this Plan is not a business day, the action
shall, unless otherwise provided herein, be deemed to be required to be taken on
the next succeeding business day.

      10.   EMPLOYMENT STATUS.

            In no event shall the granting of an Award be construed as granting
a continued right of employment to a Recipient if such Person is employed by the
Company, nor effect any right which the Company may have to terminate the
employment of such Person, at any time, with or without cause, except to the
extent that such Person and the Company have agreed otherwise in writing.

      11.   NON-LIABILITY FOR DEBTS.

            No unvested Restricted Shares granted hereunder, or any part
thereof, shall be liable for the debts, contracts, or engagements of a Recipient
or such Recipient's successors in interest or shall be subject to disposition by
transfer, alienation, or any other means whether such disposition be voluntary
or involuntary or by operation of law, by judgment, levy, attachment,
garnishment, or any other legal or equitable proceeding (including bankruptcy),
and any attempted disposition thereof shall be null and void ab initio and of no
further force and effect.

      12.   AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

            (A) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Board may
amend the Plan or suspend or discontinue the Plan at any time or from
time-to-time; provided, however no such action may adversely alter or impair any
Award previously granted under this Plan without the consent of each Recipient
affected thereby.

            (B) MODIFICATION OF RESTRICTED SHARE VESTING CONDITIONS. Subject to
the terms and conditions and within the limitations of this Plan, including
vesting conditions, the Plan Committee may modify the conditions placed upon the
grant of any Restricted Shares, provided, however, no modification of any
conditions placed upon Restricted Shares may, without the consent of the
Recipient thereof, adversely alter or impair such Recipient's rights with
respect to such Restricted Shares.


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<PAGE>


            (C) COMPLIANCE WITH LAWS. The Plan Committee may at any time or from
time-to-time, without receiving further consideration from any Person who may
become entitled to receive or who has received the grant of an Award hereunder,
modify or amend Awards granted under this Plan as required to: (i) comport with
changes in securities, tax or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or Awards thereunder or to
comply with stock exchange rules or requirements and/or (ii) ensure that this
Plan is and remains or shall become exempt from the application of any
participation, vesting, benefit accrual, funding, fiduciary, reporting,
disclosure, administration or enforcement requirement of either the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the
corresponding provisions of the Internal Revenue Code of 1986, as amended
(Subchapter D of Title A, Chapter 1 of the Code {encompassing Sections 400 to
420 of the Code}). Provided, however, no such modification may, without the
consent of the holder thereof, adversely alter or impair his or her rights with
respect to such Award Shares.

      13.   WITHHOLDING TAXES.

            As a condition of the grant of any Award, the Company shall have the
right to require the Recipient to remit to the Company an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements incident to
such grant or exercise. Provided, however, whenever the Company is delivering
any shares of Common Stock the Company may, in its sole discretion, but without
obligation to do so, issue or transfer such shares of Common Stock net of the
number of shares sufficient to satisfy any withholding tax requirements incident
to such issuance or transfer. For withholding tax purposes, the shares of Common
Stock shall be valued on the date the withholding obligation is incurred.


                                    * * * * *



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