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                                  EXHIBIT 10.2

                                    SBE, INC.

                 2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
         (FORMERLY, THE 1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN)

                            Adopted January 24, 1991
                     Approved by Stockholders March 19, 1991
                             Amended August 24, 1993
                     Approved by Stockholders March 15, 1994
                            Amended January 17, 1995
                      Amended and Restated January 8, 2001
                     Approved By Stockholders March 20, 2001
                              Amended May 21, 2002
                              Amended July 30, 2002

1. PURPOSES.

     (a) ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive Options are
the Non-Employee Directors of the Company.

     (b)  AVAILABLE  OPTIONS.  The  purpose of the Plan is to provide a means by
which  Non-Employee  Directors  may be  given an  opportunity  to  benefit  from
increases  in value of the Common  Stock  through the  granting of  Nonstatutory
Stock Options.

     (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the
services of its Non-Employee Directors, to secure and retain the services of new
Non-Employee  Directors  and to  provide  incentives  for such  persons to exert
maximum efforts for the success of the Company and its Affiliates.

2.   DEFINITIONS.

     (a) "AFFILIATE" means any parent  corporation or subsidiary  corporation of
the Company,  whether now or hereafter  existing,  as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

     (b) "ANNUAL  GRANT" means an Option  granted  annually to all  Non-Employee
Directors who meet the criteria specified in subsection 6(b) of the Plan.

     (c) "APPROVAL  DATE" means the date the Plan, as amended and restated as of
January 8, 2001, is approved by the stockholders of the Company.

     (d) "BOARD" means the Board of Directors of the Company.

     (e) "CODE" means the Internal Revenue Code of 1986, as amended.

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     (f) "COMMON STOCK" means the common stock of the Company.

     (g) "COMPANY" means SBE, Inc., a Delaware corporation.

     (h) "CONSULTANT" means any person, including an advisor, (i) engaged by the
Company or an Affiliate  to render  consulting  or advisory  services and who is
compensated  for such services or (ii) who is a member of the Board of Directors
of an  Affiliate.  However,  the term  "Consultant"  shall  not  include  either
Directors  of the  Company  who are not  compensated  by the  Company  for their
services  as  Directors  or  Directors  of the  Company  who are  merely  paid a
director's fee by the Company for their services as Directors.

     (i)  "CONTINUOUS  SERVICE" means that the  Optionholder's  service with the
Company or an Affiliate,  whether as an Employee, Director or Consultant, is not
interrupted or terminated.  The  Optionholder's  Continuous Service shall not be
deemed to have  terminated  merely  because of a change in the capacity in which
the Optionholder  renders service to the Company or an Affiliate as an Employee,
Consultant  or  Director  or a change in the entity  for which the  Optionholder
renders such service,  provided that there is no  interruption or termination of
the Optionholder's service. For example, a change in status without interruption
from a  Non-Employee  Director of the Company to a Consultant of an Affiliate or
an Employee of the Company will not  constitute  an  interruption  of Continuous
Service.  The Board or the  chief  executive  officer  of the  Company,  in that
party's sole  discretion,  may  determine  whether  Continuous  Service shall be
considered  interrupted  in the case of any leave of  absence  approved  by that
party, including sick leave, military leave or any other personal leave.

     (j) "DIRECTOR" means a member of the Board of Directors of the Company.

     (k)  "DISABILITY"  means the  inability  of a person,  in the  opinion of a
qualified  physician  acceptable to the Company,  to perform the major duties of
that person's  position with the Company or an Affiliate of the Company  because
of the sickness or injury of the person.

     (l)  "EMPLOYEE"  means any person  employed by the Company or an Affiliate.
Mere service as a Director or payment of a  director's  fee by the Company or an
Affiliate  shall not be sufficient to constitute  "employment" by the Company or
an Affiliate.

     (m) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (n) "FAIR  MARKET  VALUE"  means,  as of any date,  the value of the Common
Stock determined as follows:

          (i) If the Common Stock is listed on any established stock exchange or
traded on the Nasdaq  National Market or the Nasdaq  SmallCap  Market,  the Fair
Market  Value of a share of Common  Stock shall be the  closing  sales price for
such stock (or the  closing  bid, if no sales were  reported)  as quoted on such
exchange  or market  (or the  exchange  or market  with the  greatest  volume of
trading in the Common Stock) on the last market  trading day prior to the day of
determination,  as reported in The Wall Street  Journal or such other  source as
the Board deems reliable.

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          (ii) In the  absence of such  markets for the Common  Stock,  the Fair
Market  Value shall be  determined  in good faith by the Board and to the extent
that the Company is subject to Section  260.140.50  on the date a Stock Award is
granted, in a manner consistent with Section 260.140.50.

     (o) "INITIAL GRANT" means an Option granted to a Non-Employee  Director who
meets the criteria specified in subsection 6(a) of the Plan.

     (p) "NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee.

     (q) "NONSTATUTORY  STOCK OPTION" means an Option not intended to qualify as
an incentive  stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (r)  "OFFICER"  means a person who is an officer of the Company  within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.

     (s) "OPTION"  means a  Nonstatutory  Stock Option  granted  pursuant to the
Plan.

     (t) "OPTION AGREEMENT" means a written agreement between the Company and an
Optionholder  evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

     (u) "OPTIONHOLDER"  means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

     (v) "PARTICIPANT"  means a person to whom a Stock Award is granted pursuant
to the Plan or, if applicable,  such other person who holds an outstanding Stock
Award.

     (w) "PLAN" means this SBE, Inc. 2001  Non-Employee  Directors' Stock Option
Plan.

     (x) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

     (y)  "SECTION  260.140.41"  means  Section  260.140.41  of  Title 10 of the
California Code of Regulations.

     (z)  "SECTION  260.140.45"  means  Section  260.140.45  of  Title 10 of the
California Code of Regulations.

     (aa)  "SECTION  260.140.50"  means  Section  260.140.50  of Title 10 of the
California Code of Regulations.

     (bb) "SECURITIES ACT" means the Securities Act of 1933, as amended.

     (cc) "STOCK  AWARD" means any right  granted  under the Plan,  including an
Option, a stock bonus and a right to acquire restricted stock.

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     (dd) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock  possessing  more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
or of any of its Affiliates.

3.   ADMINISTRATION.

     (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan.

     (b) POWERS OF BOARD. The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:

          (i) To  determine  the  provisions  of each  Option to the  extent not
specified in the Plan.

          (ii) To construe and interpret the Plan and Options  granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board,  in the exercise of this power,  may correct any defect,  omission or
inconsistency  in the Plan or in any  Option  Agreement,  in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.

          (iii) To amend the Plan or an Option as provided in Section 12.

          (iv) To terminate or suspend the Plan as provided in Section 13.

          (v) Generally, to exercise such powers and to perform such acts as the
Board deems  necessary or expedient to promote the best interests of the Company
that are not in conflict with the provisions of the Plan.

     (c) EFFECT OF BOARD'S DECISION.  All  determinations,  interpretations  and
constructions  made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.   SHARES SUBJECT TO THE PLAN.

     (a) SHARE  RESERVE.  Subject to the  provisions  of Section 11  relating to
adjustments  and  subject to Section  4(d) below,  the Common  Stock that may be
issued pursuant to Options shall not exceed one hundred forty thousand (140,000)
shares of Common Stock.

     (b) REVERSION OF SHARES TO THE SHARE  RESERVE.  If any Option shall for any
reason expire or otherwise  terminate,  in whole or in part, without having been
exercised in full,  the shares of Common  Stock not  acquired  under such Option
shall revert to and again become available for issuance under the Plan.

     (c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan may be
unissued shares or reacquired shares, bought on the market or otherwise.

     (d)  Notwithstanding  Section 4(a), if at the time of each grant of a Stock
Award  under the Plan the  Company is subject to Section  260.140.45,  the total


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number of securities  issuable upon exercise of all outstanding  options and the
total number of shares provided for under this Plan and any other stock bonus or
similar  plan or  agreement  of the  Company  shall not  exceed  30% of the then
outstanding  capital  stock of the Company (as  measured as set forth in Section
260.140.45),  unless  stockholder  approval has been obtained in compliance with
Section  260.140.45  to exceed 30%, in which case the limit shall be such higher
percentage as approved by the stockholders.

5.   ELIGIBILITY.

     The  Options as set forth in Section 6 of the Plan  automatically  shall be
granted under the Plan to all Non-Employee Directors.

6.   NON-DISCRETIONARY GRANTS.

     (a) INITIAL  GRANTS.  Without any further action of the Board,  each person
who is elected or appointed for the first time to be a Non-Employee  Director on
or after the  Approval  Date  automatically  shall,  upon the date of his or her
initial  election or appointment  to be a Non-Employee  Director by the Board or
stockholders  of the Company,  be granted an Initial  Grant to purchase  fifteen
thousand  (15,000)  shares of Common Stock on the terms and conditions set forth
herein.

     (b) ANNUAL GRANTS.  Without any further action of the Board, on April 1 (or
the next business day should such date be a legal  holiday),  each person who is
then a Non-Employee  Director  automatically shall be granted an Annual Grant to
purchase  five  thousand  (5,000)  shares  of  Common  Stock  on the  terms  and
conditions set forth herein; provided,  however, that if the person has not been
serving as a Non-Employee Director for the entire twelve (12) month period since
the  preceding  April 1, then the number of shares  subject to the Annual  Grant
shall be reduced pro rata for each full month prior to the date of grant  during
which such person did not serve as a Non-Employee Director.

7.   OPTION PROVISIONS.

     Each  Option  shall be in such  form  and  shall  contain  such  terms  and
conditions as required by the Plan.  Each Option shall  contain such  additional
terms and conditions,  not  inconsistent  with the Plan, as the Board shall deem
appropriate.  Each Option shall  include  (through  incorporation  of provisions
hereof by reference  in the Option or  otherwise)  the  substance of each of the
following provisions:

     (a) TERM.  Each  Option  granted  prior to the  Approval  Date shall not be
exercisable after the expiration of five (5) years from the date it was granted,
and each Option  granted on or after the Approval Date shall not be  exercisable
after the expiration of seven (7) years from the date it was granted.

     (b) EXERCISE PRICE.  The exercise price of each Option shall be one hundred
percent  (100%) of the Fair Market  Value of the stock  subject to the Option on
the date the Option is granted;  provided,  however, that to the extent that the
Company is subject to Section 260.140.41 on the date a Stock Award is granted, a
Ten Percent Stockholder shall not be granted an Option unless the exercise price
of such Option is at least (i) one hundred ten percent (110%) of the Fair Market


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Value of the Common Stock on the date of grant or (ii) such lower  percentage of
the Fair Market  Value of the Common  Stock on the date of grant as is permitted
by Section 260.140.41 at the time of the grant of the Option.

     (c)  CONSIDERATION.  The purchase  price of stock  acquired  pursuant to an
Option  may  be  paid,  to the  extent  permitted  by  applicable  statutes  and
regulations, in any combination of the following methods:

          (i) By cash or check.

          (ii)  Provided  that at the  time of  exercise  the  Common  Stock  is
publicly traded and quoted regularly in The Wall Street Journal,  by delivery of
already-owned  shares of Common Stock either that the  Optionholder has held for
the  period  required  to  avoid a charge  to the  Company's  reported  earnings
(generally  six months) or that the  Optionholder  did not acquire,  directly or
indirectly from the Company, that are owned free and clear of any liens, claims,
encumbrances or security interests,  and that are valued at Fair Market Value on
the date of exercise.  "Delivery" for these  purposes shall include  delivery to
the Company of the  Optionholder's  attestation  of  ownership of such shares of
Common Stock in a form approved by the Company.  Notwithstanding  the foregoing,
the  Optionholder may not exercise the Option by tender to the Company of Common
Stock to the  extent  such  tender  would  violate  the  provisions  of any law,
regulation or agreement restricting the redemption of the Company's stock.

          (iii)  Provided  that at the  time of  exercise  the  Common  Stock is
publicly  traded and quoted  regularly in The Wall Street  Journal,  for Options
granted on or after the Approval  Date,  pursuant to a program  developed  under
Regulation T as  promulgated  by the Federal  Reserve  Board that,  prior to the
issuance  of Common  Stock,  results in either the receipt of cash (or check) by
the  Company or the receipt of  irrevocable  instructions  to pay the  aggregate
exercise price to the Company from the sales proceeds.

     (d) TRANSFERABILITY.  An Option shall not be transferable except by will or
by the laws of descent  and  distribution  and,  to the extent  provided  in the
Option Agreement,  to such further extent as permitted by Section  260.140.41(d)
at the time of the grant of the  Option,  and shall be  exercisable  during  the
lifetime of the Optionholder  only by the  Optionholder.  If the Option does not
provide for transferability, then the Option shall not be transferable except by
will or by the laws of descent and distribution and shall be exercisable  during
the lifetime of the Optionholder only by the Optionholder.  Notwithstanding  the
foregoing, the Optionholder may, by delivering written notice to the Company, in
a form satisfactory to the Company, designate a third party who, in the event of
the death of the  Optionholder,  shall  thereafter  be entitled to exercise  the
Option.

     (e) EXERCISE  SCHEDULE.  The Option shall be  exercisable  as the shares of
Common Stock subject to the Option vest.

     (f) Vesting Schedule. Shares of Common Stock subject to each Option granted
prior to the Approval  Date shall vest at a rate of  twenty-five  (25%) per year
over four (4) years  from the date the  Option was  granted,  provided  that the
Optionholder's Continuous Service for the entire year prior to each such vesting
date was not  terminated  or  interrupted.  Each Option  granted on or after the


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Approval Date shall, on the one year anniversary of the date on which the Option
was granted, vest as to one hundred percent (100%) of the shares of Common Stock
subject to the Option,  provided that the Optionholder's  Continuous Service for
the entire year prior to such vesting date was not terminated or interrupted.

     (g)  TERMINATION  OF  CONTINUOUS  SERVICE.  In the event an  Optionholder's
Continuous  Service  terminates  (other  than upon the  Optionholder's  death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the  Optionholder was entitled to exercise it as of the date of termination) but
only  within such period of time ending on the earlier of (i) the date seven (7)
months following the termination of the Optionholder's  Continuous  Service,  or
(ii)  the  expiration  of the term of the  Option  as set  forth  in the  Option
Agreement. If, after termination,  the Optionholder does not exercise his or her
Option  within the time  specified  in the Option  Agreement,  the Option  shall
terminate.

     (h) EXTENSION OF TERMINATION  DATE. If the exercise of the Option following
the termination of the  Optionholder's  Continuous  Service (other than upon the
Optionholder's  death or  Disability)  would be  prohibited  at any time  solely
because the issuance of shares would violate the registration requirements under
the  Securities  Act, then the Option shall  terminate on the earlier of (i) the
expiration  of the term of the Option set forth in  subsection  7(a) or (ii) the
expiration  of a  period  of seven  (7)  months  after  the  termination  of the
Optionholder's  Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.

     (i) DISABILITY OF OPTIONHOLDER.  In the event an Optionholder's  Continuous
Service   terminates  as  a  result  of  the  Optionholder's   Disability,   the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise it as of the date of termination), but only within such
period of time  ending  on the  earlier  of (i) the date  eighteen  (18)  months
following  such  termination or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, after termination,  the Optionholder does
not  exercise his or her Option  within the time  specified  herein,  the Option
shall terminate.

     (j) DEATH OF OPTIONHOLDER.  In the event (i) an  Optionholder's  Continuous
Service  terminates  as a  result  of  the  Optionholder's  death  or  (ii)  the
Optionholder  dies within the  seven-month  period after the  termination of the
Optionholder's Continuous Service for a reason other than death, then the Option
may be exercised  (to the extent the  Optionholder  was entitled to exercise the
Option as of the date of death) by the  Optionholder's  estate,  by a person who
acquired  the right to  exercise  the Option by bequest or  inheritance  or by a
person designated to exercise the Option upon the Optionholder's death, but only
within the period  ending on the  earlier of (1) the date  eighteen  (18) months
following the date of death or (2) the  expiration of the term of such Option as
set forth in the Option Agreement.  If, after death, the Option is not exercised
within the time specified herein, the Option shall terminate.

8.   COVENANTS OF THE COMPANY.

     (a)  AVAILABILITY OF SHARES.  During the terms of the Options,  the Company
shall keep  available at all times the number of shares of Common Stock required
to satisfy such Options.

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     (b) SECURITIES LAW  COMPLIANCE.  The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Options and to issue and sell shares of Common Stock
upon exercise of the Options; provided, however, that this undertaking shall not
require the Company to register under the Securities Act the Plan, any Option or
any stock issued or issuable  pursuant to any such Option.  If, after reasonable
efforts, the Company is unable to obtain from any such regulatory  commission or
agency the  authority  which  counsel for the Company  deems  necessary  for the
lawful  issuance and sale of stock under the Plan, the Company shall be relieved
from any  liability  for  failure to issue and sell stock upon  exercise of such
Options unless and until such authority is obtained.

9.   USE OF PROCEEDS FROM STOCK.

     Proceeds  from the sale of  stock  pursuant  to  Options  shall  constitute
general funds of the Company.

10.  MISCELLANEOUS.

     (a) STOCKHOLDER  RIGHTS.  No Optionholder  shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares subject
to such Option unless and until such Optionholder has satisfied all requirements
for exercise of the Option pursuant to its terms.

     (b) NO SERVICE  RIGHTS.  Nothing in the Plan or any instrument  executed or
Option granted  pursuant thereto shall confer upon any Optionholder any right to
continue to serve the  Company as a  Non-Employee  Director or shall  affect the
right of the Company or an  Affiliate  to  terminate  (i) the  employment  of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate,  and any applicable  provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

     (c) INVESTMENT  ASSURANCES.  The Company may require an Optionholder,  as a
condition of exercising or acquiring stock under any Option, (i) to give written
assurances  satisfactory to the Company as to the  Optionholder's  knowledge and
experience  in  financial  and  business  matters  and/or to employ a  purchaser
representative  reasonably  satisfactory to the Company who is knowledgeable and
experienced  in financial and business  matters and that he or she is capable of
evaluating, alone or together with the purchaser representative,  the merits and
risks of exercising the Option; and (ii) to give written assurances satisfactory
to the Company  stating that the  Optionholder is acquiring the stock subject to
the Option for the Optionholder's own account and not with any present intention
of selling or otherwise distributing the stock. The foregoing requirements,  and
any assurances given pursuant to such requirements,  shall be inoperative if (1)
the issuance of the shares upon the exercise or  acquisition  of stock under the
Option  has  been  registered  under  a then  currently  effective  registration
statement  under the Securities Act or (2) as to any particular  requirement,  a
determination  is made by counsel for the Company that such requirement need not
be met in the  circumstances  under the then  applicable  securities  laws.  The
Company  may,  upon  advice of counsel to the  Company,  place  legends on stock


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certificates   issued  under  the  Plan  as  such  counsel  deems  necessary  or
appropriate in order to comply with applicable securities laws,  including,  but
not limited to, legends restricting the transfer of the stock.

     (d)  WITHHOLDING  OBLIGATIONS.  The  Optionholder  may satisfy any federal,
state  or  local  tax  withholding   obligation  relating  to  the  exercise  or
acquisition of stock under an Option by any of the following  means (in addition
to  the  Company's  right  to  withhold  from  any  compensation   paid  to  the
Optionholder by the Company) or by a combination of such means:  (i) tendering a
cash payment; (ii) authorizing the Company to withhold shares from the shares of
the Common  Stock  otherwise  issuable  to the  Optionholder  as a result of the
exercise or acquisition of stock under the Option,  provided,  however,  that no
shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock.

     (e)  INFORMATION  OBLIGATION.  To the extent that the Company is subject to
Section 260.140.46 of Title 10 of the California Code of Regulations on the date
a Stock Award is granted,  the Company  shall  deliver  financial  statements to
Participants  at least  annually.  This  Section  10(e)  shall  not apply to key
Employees  whose  duties in  connection  with the Company  assure them access to
equivalent information.

11.  ADJUSTMENTS UPON CHANGES IN STOCK.

     (a) CAPITALIZATION  ADJUSTMENTS. If any change is made in the stock subject
to the Plan, or subject to any Option,  without the receipt of  consideration by
the Company (through merger,  consolidation,  reorganization,  recapitalization,
reincorporation,  stock  dividend,  dividend in property other than cash,  stock
split,  liquidating dividend,  combination of shares, exchange of shares, change
in  corporate  structure  or other  transaction  not  involving  the  receipt of
consideration by the Company),  the Plan will be  appropriately  adjusted in the
class(es) and maximum number of securities  subject both to the Plan pursuant to
subsection 4(a) and to the nondiscretionary  Options specified in Section 6, and
the  outstanding  Options will be  appropriately  adjusted in the  class(es) and
number of securities  and price per share of stock  subject to such  outstanding
Options.  The Board shall make such adjustments,  and its determination shall be
final, binding and conclusive.  (The conversion of any convertible securities of
the  Company  shall  not  be  treated  as  a  transaction  "without  receipt  of
consideration" by the Company.)

     (b) CORPORATE TRANSACTION. In the event of (i) a dissolution or liquidation
of the Company;  (ii) a merger or  consolidation in which the Company is not the
surviving  corporation;  (iii) a  reverse  merger in which  the  Company  is the
surviving  corporation but the shares of the Company's Common Stock  outstanding
immediately  preceding  the merger are  converted  by virtue of the merger  into
other property,  whether in the form of securities,  cash or otherwise;  or (iv)
any other capital  reorganization  in which more than fifty percent (50%) of the
shares of the Company  entitled to vote are  exchanged,  then,  with  respect to
Options  held by persons  whose  Continuous  Service  with the  Company  has not
terminated,  all outstanding  Options shall become  exercisable in full at least
ten (10)  days  prior to such  event.  Outstanding  Options  that  have not been
exercised prior to such event shall terminate on the date of such event.

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12.  AMENDMENT OF THE PLAN AND OPTIONS.

     (a) AMENDMENT OF PLAN.  The Board at any time,  and from time to time,  may
amend  the  Plan.  However,  except  as  provided  in  Section  11  relating  to
adjustments  upon  changes in stock,  no  amendment  shall be  effective  unless
approved by the stockholders of the Company to the extent  stockholder  approval
is  necessary  to  satisfy  the  requirements  of Rule  16b-3 or any  Nasdaq  or
securities exchange listing requirements.

     (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit any
other amendment to the Plan for stockholder approval.

     (c) NO  IMPAIRMENT  OF  RIGHTS.  Rights  under any  Option  granted  before
amendment of the Plan shall not be impaired by any  amendment of the Plan unless
(i)  the  Company  requests  the  consent  of  the  Optionholder  and  (ii)  the
Optionholder consents in writing.

     (d) AMENDMENT OF OPTIONS. The Board at any time, and from time to time, may
amend the terms of any one or more Options;  provided,  however, that the rights
under any Option  shall not be  impaired  by any such  amendment  unless (i) the
Company  requests  the  consent of the  Optionholder  and (ii) the  Optionholder
consents in writing.

13.  TERMINATION OR SUSPENSION OF THE PLAN.

     (a) PLAN TERM.  The Board may  suspend or  terminate  the Plan at any time.
Unless  sooner  terminated,  the Plan shall  terminate  ten (10) years after the
latest date on which the Plan is approved by the stockholders of the Company. No
Options may be granted under the Plan while the Plan is suspended or after it is
terminated.

     (b) NO IMPAIRMENT OF RIGHTS.  Suspension or  termination  of the Plan shall
not impair rights and obligations  under any Option granted while the Plan is in
effect except with the written consent of the Optionholder.

14.  EFFECTIVE DATE OF PLAN.

     The Plan shall become effective on the Approval Date.

15.  CHOICE OF LAW.

     All questions  concerning the construction,  validity and interpretation of
this Plan shall be governed by the law of the State of Delaware,  without regard
to such state's conflict of laws rules.



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