EXHIBIT 10.4.1
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                          EXTENDED SYSTEMS INCORPORATED

                            1998 DIRECTOR OPTION PLAN

                            (adopted December, 1997)
                    (approved by stockholders January, 1998)
                     (amended and restated January 23, 2001)
                     (amended and restated October 15, 2003)

            1. Purposes of the Plan. The purposes of this 1998 Director Option
Plan are to attract and retain the best available personnel for service as
Outside Directors (as defined herein) of the Company, to provide additional
incentive to the Outside Directors of the Company to serve as Directors, and to
encourage their continued service on the Board.

            All options granted hereunder shall be nonstatutory stock options.

            2. Definitions. As used herein, the following definitions shall
apply:

                        (a) "Annual Meeting of Stockholders" means the annual
            meeting of stockholders held each year on a date and at a time
            designated by the Board and as defined in the Company's bylaws.

                        (b) "Audit Committee" means the audit committee of the
            Board or any successor committee of the Board performing similar
            functions.

                        (c) "Board" means the Board of Directors of the Company.

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

                        (e) "Common Stock" means the Common Stock of the
            Company, par value $0.001 per share.

                        (f) "Company" means Extended Systems Incorporated, a
            Delaware corporation.

                        (g) "Compensation Committee" means the compensation
            committee of the Board of any successor committee of the Board
            performing similar functions.

                        (h) "Director" means a member of the Board.

                        (i) "Employee" means any person, including officers and
            Directors, employed by the Company or any Parent or Subsidiary of
            the Company. The payment of a Director's fee by the Company shall
            not be sufficient in and of itself to constitute "employment" by the
            Company.

                        (j) "Exchange Act" means the Securities Exchange Act of
            1934, as amended.

                        (k) "Fair Market Value" means, as of any date, the value
            of Common Stock determined as follows:

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                                    (i) If the Common Stock is listed on any
                        established stock exchange or a national market system,
                        including without limitation the NASDAQ National Market
                        or The NASDAQ Small Cap Market of The NASDAQ Stock
                        Market, its Fair Market Value shall be the closing sales
                        price for such stock (or the closing bid, if no sales
                        were reported) as quoted on such exchange or system on
                        the date of determination, as reported in The Wall
                        Street Journal or such other source as the Administrator
                        deems reliable;

                                    (ii) If the Common Stock is regularly quoted
                        by a recognized securities dealer but selling prices are
                        not reported, the Fair Market Value of a Share of Common
                        Stock shall be the mean between the high bid and low
                        asked prices for the Common Stock on the date of
                        determination, as reported in The Wall Street Journal or
                        such other source as the Board deems reliable; or

                                    (iii) In the absence of an established
                        market for the Common Stock, the Fair Market Value
                        thereof shall be determined in good faith by the Board.

                        (l) "Inside Director" means a Director who is an
            Employee.

                        (m) "Option" means a stock option granted pursuant to
            the Plan.

                        (n) "Optioned Stock" means the Common Stock subject to
            an Option or Restricted Stock award.

                        (o) "Optionee" means a Director who holds an Option.

                        (p) "Outside Director" means a Director who is not an
            Employee.

                        (q) "Parent" means a "parent corporation," whether now
            or hereafter existing, as defined in Section 424(e) of the Code.

                        (r) "Plan" means this 1998 Director Option Plan.

                        (s) "Restricted Stock" means a grant of Shares subject
            to a forfeiture restriction that lapses over time.

                        (t) "Share" means a share of the Common Stock, as
            adjusted in accordance with Section 10 of the Plan.

                        (u) "Subsidiary" means a "subsidiary corporation,"
            whether now or hereafter existing, as defined in Section 424(f) of
            the Internal Revenue Code of 1986.


            3. Stock Subject to the Plan.

                        (a) Plan Pool. Subject to the provisions of Section 10
            of the Plan, the maximum aggregate number of Shares which may be
            granted as Restricted Stock or optioned and sold pursuant to an
            Option under the Plan is 250,000 Shares of Common Stock (the
            "Pool"). The Shares may be authorized, but unissued, or reacquired
            Common Stock.

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                        (b) Shares Returned to Pool. Unless the Plan has
            previously been terminated, the following events will result in
            Shares being returned to the Pool to be available for future grant
            under the Plan:

                                    (i) An Option expires or becomes
                        unexercisable without having been exercised in full;

                                    (ii) Unvested Restricted Stock is forfeited;
                        and

                                    (iii) Shares tendered to the Company to
                        exercise an Option.

                                    Shares that have actually been issued under
                        the Plan shall not be returned to the Plan and shall not
                        become available for future distribution under the Plan.

            4. Administration of Options under the Plan.

                        (a) Procedures for Grant. The provisions set forth in
            this Section 4(a) shall not be amended more than once every six
            months, other than to comport with changes in the Code, the Employee
            Retirement Income Security Act of 1974, as amended, or the rules
            thereunder. All grants of Options to Outside Directors under this
            Plan shall be automatic and nondiscretionary and shall be made
            strictly in accordance with the following provisions:

                                    (i) No person shall have any discretion to
                        select which Outside Directors shall be granted Options
                        or to determine the number of Shares to be covered by
                        Options granted to Outside Directors.

                                    (ii) Initial Board Grant. Each Outside
                        Director shall be automatically granted an Option to
                        purchase 20,000 Shares (the "First Option") on the date
                        on which the later of the following events occurs:

                                                (A) the effective date of this
                                    Plan, as determined in accordance with
                                    Section 6 hereof, or

                                                (B) the date on which such
                                    person first becomes an Outside Director,
                                    whether through election by the stockholders
                                    of the Company or appointment by the Board
                                    to fill a vacancy; provided, however, that
                                    an Inside Director who ceases to be an
                                    Inside Director but who remains a Director
                                    shall not receive a First Option.

                                    (iii) Annual Board Option Grant. Each
                        Outside Director shall be automatically granted an
                        Option to purchase 10,000 Shares (a "Subsequent Option")
                        on the date of the Company's Annual Meeting of
                        Stockholders of each year provided he or she is then an
                        Outside Director and if as of such date, he or she shall
                        have served on the Board for at least the preceding six
                        (6) months.

                                    (iv) 2003 Transition Option Grant. Each
                        Outside Director appointed by the Board to fill a
                        vacancy after July 1, 2003 who is also elected by the
                        stockholders of the Company at the Company's 2003 Annual
                        Meeting of Stockholders shall be automatically granted
                        an Option to purchase 5,000 Shares (a "Transition
                        Option") on the date of the Company's 2003 Annual
                        Meeting of Stockholders provided he or she is then an
                        Outside Director.

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                                    (v) Annual Board Restricted Stock Grant.
                        Each Outside Director shall be automatically granted a
                        number of Shares of Restricted Stock on the date of the
                        Company's Annual Meeting of Stockholders, determined by
                        dividing (a) $16,000 by (b) the Fair Market Value of a
                        Share on the date of the Company's Annual Meeting of
                        Stockholders of each year provided he or she is then an
                        Outside Director.

                                    (vi) Annual Chairman of the Board Restricted
                        Stock Grant. The Chairman of the Board of Directors
                        shall be automatically granted a number of Shares of
                        Restricted Stock on the date of the Company's Annual
                        Meeting of Stockholders, determined by dividing (a)
                        $20,000 by (b) the Fair Market Value of a Share on the
                        date of the Company's Annual Meeting of Stockholders of
                        each year provided he or she is then an Outside
                        Director.

                                    (vii) Annual Chairman of the Audit Committee
                        Restricted Stock Grant. The Chairman of the Audit
                        Committee Board of Directors shall be automatically
                        granted a number of Shares of Restricted Stock on the
                        date of the Company's Annual Meeting of Stockholders,
                        determined by dividing (a) $12,500 by (b) the Fair
                        Market Value of a Share on the date of the Company's
                        Annual Meeting of Stockholders of each year provided he
                        or she is then an Outside Director.

                                    (viii) Annual Chairman of the Compensation
                        Committee Restricted Stock Grant. The Chairman of the
                        Audit Committee Board of Directors shall be
                        automatically granted a number of Shares of Restricted
                        Stock on the date of the Company's Annual Meeting of
                        Stockholders, determined by dividing (a) $7,500 by (b)
                        the Fair Market Value of a Share on the date of the
                        Company's Annual Meeting of Stockholders of each year
                        provided he or she is then an Outside Director.

                                    (ix) Notwithstanding the provisions of
                        subsections (ii) and (iii) hereof, any exercise of an
                        Option granted or vesting of a Restricted Stock grant
                        before the Company has obtained stockholder approval of
                        the Plan in accordance with Section 16 hereof shall be
                        conditioned upon obtaining such stockholder approval of
                        the Plan in accordance with Section 16 hereof.

                                    (x) First Option Terms. The terms of a First
                        Option granted hereunder shall be as follows:

                                                (A) the term of the First Option
                                    shall be ten (10) years,

                                                (B) the First Option shall be
                                    exercisable only while the Outside Director
                                    remains a Director of the Company, except as
                                    set forth in Sections 8 and 10 hereof,

                                                (C) the exercise price per Share
                                    shall be 100% of the Fair Market Value per
                                    Share on the date of grant of the First
                                    Option. In the event that the date of grant
                                    of the First Option is not a trading day,
                                    the exercise price per Share shall be the
                                    Fair Market Value on the next trading day
                                    immediately following the date of grant of
                                    the First Option.

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                                                (D) subject to Section 10 hereto
                                    the First Option shall be exercisable, in
                                    whole or in part, according to the following
                                    vesting schedule: 33% of the total Shares
                                    subject to option shall vest twelve months
                                    after the date of grant, and 1/36 of the
                                    Shares subject to the First Option shall
                                    vest each month thereafter subject to the
                                    Optionee continuing to be a Director.

                                    (xi) Subsequent Option Terms. The terms of a
                        Subsequent Option granted hereunder shall be as follows:

                                                (A) term of the Subsequent
                                    Option shall be ten (10) years.

                                                (B) the Subsequent Option shall
                                    be exercisable only while the Outside
                                    Director remains a Director of the Company,
                                    except as set forth in Sections 8 and 10
                                    hereof,

                                                (C) the exercise price per Share
                                    shall be 100% of the Fair Market Value per
                                    Share on the date of grant of the Subsequent
                                    Option. In the event that the date of grant
                                    of the Subsequent Option is not a trading
                                    day, the exercise price per Share shall be
                                    the Fair Market Value on the next trading
                                    day immediately following the date of grant
                                    of the Subsequent Option.

                                                (D) subject to Section 10 hereto
                                    the Subsequent Option shall become vested
                                    and exercisable, in whole or in part, on the
                                    earlier of the first anniversary of the date
                                    of grant of the Subsequent Option or the
                                    date of the next Annual Meeting of
                                    Stockholders, provided that the Optionee
                                    continues to serve as a Director on such
                                    dates.

                                    (xii) 2003 Transition Option Terms. The
                        terms of a 2003 Transition Option granted hereunder
                        shall be as follows:

                                                (A) term of the 2003 Transition
                                    Option shall be ten (10) years.

                                                (B) the 2003 Transition Option
                                    shall be exercisable only while the Outside
                                    Director remains a Director of the Company,
                                    except as set forth in Sections 8 and 10
                                    hereof,

                                                (C) the exercise price per Share
                                    shall be 100% of the Fair Market Value per
                                    Share on the date of grant of the 2003
                                    Transition Option. In the event that the
                                    date of grant of the 2003 Transition Option
                                    is not a trading day, the exercise price per
                                    Share shall be the Fair Market Value on the
                                    next trading day immediately following the
                                    date of grant of the Subsequent Option.

                                                (D) subject to Section 10 hereto
                                    the 2003 Transition Option shall become
                                    vested and exercisable, in whole or in part,

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                                    on the earlier of the first anniversary of
                                    the date of grant of the 2003 Transition
                                    Option or the date of the next Annual
                                    Meeting of Stockholders, provided that the
                                    Optionee continues to serve as a Director on
                                    such dates.


                                                (xiii) Vesting of Restricted
                                    Stock. Subject to Section 10 hereto,
                                    Restricted Stock granted hereunder shall
                                    vest according to following vesting
                                    schedule: 33% of the total Shares subject to
                                    option shall vest on each of the first three
                                    anniversary dates of the restricted stock
                                    grant. In the event that the Optionee has
                                    attended at least 75% of all Board meetings
                                    (for Annual Board Restricted Stock grant and
                                    Annual Chairman of the Board of Directors
                                    Restricted Stock grant), Audit Committee
                                    meetings (for Annual Chairman of the Audit
                                    Committee Restricted Stock Grant) and
                                    Compensation Committee meetings (for Annual
                                    Chairman of the Compensation Committee
                                    Restricted Stock grant), held during the
                                    past year, as applicable, the Restricted
                                    Stock shall vest, in whole, on the earlier
                                    of the first anniversary of the date of
                                    grant of the Restricted Stock or the date of
                                    the next Annual Meeting of Stockholders,
                                    provided that the Optionee continues to
                                    serve as a Director on such dates.

                                    (xiii) In the event that any Option or
                        Restricted Stock granted under the Plan would cause the
                        number of Shares subject to outstanding Options plus the
                        number of Shares previously purchased under Options and
                        issued under Restricted Stock grants to exceed the Pool
                        then the remaining Shares available for grant shall be
                        granted to the Outside Directors on a pro rata basis. No
                        further grants shall be made until such time, if any, as
                        additional Shares become available for grant under the
                        Plan through action of the Board or the stockholders to
                        increase the number of Shares which may be issued under
                        the Plan or through cancellation or expiration of
                        Options previously granted hereunder.

            5. Eligibility. Options and Restricted Stock may be granted only to
Outside Directors. All Options and Restricted Stock shall be automatically
granted in accordance with the terms set forth in Section 4 hereof.

            The Plan shall not confer upon any Optionee any right with respect
to continuation of service as a Director or nomination to serve as a Director,
nor shall it interfere in any way with any rights which the Director or the
Company may have to terminate the Director's relationship with the Company at
any time.

            6. Term of Plan. The Plan shall become effective upon the date of
the effectiveness that the Company's registration statement for the purpose of
effecting the initial public offering of the Common Stock becomes effective
under the Securities Act of 1933, as amended (the Securities Act"). It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 11 of the Plan.

            7. Form of Consideration. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall consist of:


            (i) cash, or

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            (ii) check, or

            (iii) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan provided
that Optionee is eligible to participate in such cashless exercise program, as
determined in the sole discretion of the Company, or

            (iv) other shares which (x) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee for more than six (6)
months on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised,

            (v) delivery of a properly executed exercise notice together with
such other documentation as the Company and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price, or

            (vi) any combination of the foregoing methods of payment.


            8. Exercise of Option.

                        (a) Procedure for Exercise: Rights as a Stockholder. Any
            Option granted hereunder shall be exercisable at such times as are
            set forth in Section 4 hereof, provided, however, that no Options
            shall be exercisable until stockholder approval of the Plan in
            accordance with Section 16 hereof has been obtained.

                        An Option may not be exercised for a fraction of a
            Share.

                        An Option shall be deemed to be exercised when written
            notice of such exercise has been given to the Company in accordance
            with the terms of the Option by the person entitled to exercise the
            Option and full payment for the Shares with respect to which the
            Option is exercised has been received by the Company. Full payment
            may consist of any consideration and method of payment allowable
            under Section 7 of the Plan. Until the issuance (as evidenced by the
            appropriate entry on the books of the Company or of a duly
            authorized transfer agent of the Company) of the stock certificate
            evidencing such Shares, no right to vote or receive dividends or any
            other rights as a stockholder shall exist with respect to the
            Optioned Stock, notwithstanding the exercise of the Option. A share
            certificate for the number of Shares so acquired shall be issued to
            the Optionee as soon as practicable after exercise of the Option. No
            adjustment shall be made for a dividend or other right for which the
            record date is prior to the date the stock certificate is issued,
            except as provided in Section 10 of the Plan.

                        Exercise of an Option in any manner shall result in a
            decrease in the number of Shares which thereafter may be available,
            both for purposes of the Plan and for sale under the Option, by the
            number of Shares as to which the Option is exercised.

                        (b) Rule 16b-3. Options granted to Outside Directors
            must comply with the applicable provisions of Rule 16b-3 promulgated
            under the Exchange Act or any successor thereto and shall contain
            such additional conditions or restrictions as may be required

<PAGE>

            thereunder to qualify Plan transactions, and other transactions by
            Outside Directors that otherwise could be matched with Plan
            transactions, for the maximum exemption from Section 16 of the
            Exchange Act.

                        (c) Termination of Continuous Status as a Director.
            Subject to Section 10 hereof, in the event an Optionee's status as a
            Director terminates (other than upon the Optionee's death or total
            and permanent disability (as defined in Section 22(e)(3) of the
            Code)), the Optionee may exercise his or her Option, but only within
            twelve (12) months following the date of such termination, and only
            to the extent that the Optionee was entitled to exercise it on the
            date of such termination (but in no event later than the expiration
            of its ten (10) year term). To the extent that the Optionee was not
            entitled to exercise an Option on the date of such termination and
            to the extent that the Optionee does not exercise such Option (to
            the extent otherwise so entitled) within the time specified herein,
            the Option shall terminate. Unvested Restricted Stock held by a
            Director on the date of such termination shall be forfeited.

                        (d) Disability of 0ptionee. In the event Optionee's
            status as a Director terminates as a result of total and permanent
            disability (as defined in Section 22(e)(3) of the Code), the
            Optionee may exercise his or her Option, but only within twelve (12)
            months following the date of such termination, and only to the
            extent that the Optionee was entitled to exercise it on the date of
            such termination (but in no event later than the expiration of its
            ten 10) year term). To the extent that the Optionee was not entitled
            to exercise an Option on the date of termination, or if he or she
            does not exercise such Option (to the extent otherwise so entitled)
            within the time specified herein, the Option shall terminate.
            Unvested Restricted Stock held by a Director on the date of such
            termination shall be forfeited.

                        (e) Death of Optionee. In the event of an Optionee's
            death, the Optionee's estate or a person who acquired the right to
            exercise the Option by bequest or inheritance may exercise the
            Option, but only within twelve (12) months following the date of
            death, and only to the extent that the Optionee was entitled to
            exercise it on the date of death (but in no event later than the
            expiration of its ten (IO) year term). To the extent that the
            Optionee was not entitled to exercise an Option on the date of
            death, and to the extent that the Optionee's estate or a person who
            acquired the right to exercise such Option does not exercise such
            Option (to the extent otherwise so entitled) within the time
            specified herein, the Option shall terminate. Unvested Restricted
            Stock held by a Director on the date of such termination shall be
            forfeited.

            9. Non-Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

            10. Adjustments Upon Changes in Capitalization, Dissolution, Merger
or Asset Sale.

                        (a) Changes in Capitalization. Subject to any required
            action by the stockholders of the Company, the number of Shares
            covered by each outstanding Option or Restricted Stock award, the
            number of Shares which have been authorized for issuance under the
            Plan but as to which no Options or Restricted Stock awards have yet
            been granted or which have been returned to the Plan upon
            cancellation or expiration of an Option or Restricted Stock award,

<PAGE>

            as well as the price per Share covered by each such outstanding
            Option, and the number of Shares issuable pursuant to the automatic
            grant provisions of Section 4 hereof shall be proportionately
            adjusted for any increase or decrease in the number of issued Shares
            resulting from a stock split, reverse stock split, stock dividend,
            combination or reclassification of the Common Stock, or any other
            increase or decrease in the number of issued Shares effected without
            receipt of consideration by the Company; provided, however, that
            conversion of any convertible securities of the Company shall not be
            deemed to have been "effected without receipt of consideration."
            Except as expressly provided herein, no issuance by the Company of
            shares of stock of any class, or securities convertible into shares
            of stock of any class, shall affect, and no adjustment by reason
            thereof shall be made with respect to, the number or price of Shares
            subject to an Option or Restricted Stock award.

                        (b) Dissolution or Liquidation. In the event of the
            proposed dissolution or liquidation of the Company, to the extent
            that an Option has not been previously exercised, it shall terminate
            immediately prior to the consummation of such proposed action.

                        (c) Merger or Asset Sale. In the event of a merger of
            the Company with or into
            another corporation or the sale of substantially all of the assets
            of the Company, outstanding Options and Restricted Stock awards may
            be assumed or equivalent options and Restricted Stock awards may be
            substituted by the successor corporation or a Parent or Subsidiary
            thereof (the "Successor Corporation"). If an Option or Restricted
            Stock award is assumed or substituted for, the Option or equivalent
            option shall continue to be exercisable as provided in Section 4
            hereof for so long as the Optionee serves as a Director or a
            director of the Successor Corporation. Following such assumption or
            substitution, if the Optionee's status as a Director or director of
            the Successor Corporation, as applicable, is terminated other than
            upon a voluntary resignation by the Optionee, the Option or option
            or Restricted Stock award shall become fully exercisable, including
            as to Shares for which it would not otherwise be exercisable.
            Thereafter, the Option or option shall remain exercisable in
            accordance with Sections 8(c) through (e) above.

                        If the Successor Corporation does not assume an
            outstanding Option or Restricted Stock award or substitute for it an
            equivalent option or award, the Option or Restricted Stock award
            shall become fully vested and exercisable, including as to Shares
            for which it would not otherwise be exercisable. In such event the
            Board shall notify the Optionee that the Option shall be fully
            exercisable for a period of thirty (30) days from the date of such
            notice, and upon the expiration of such period the Option shall
            terminate.

                        For the purposes of this Section 10(c), an Option or
            Restricted Stock award shall be considered assumed if, following the
            merger or sale of assets, the Option or Restricted Stock award
            confers the right to purchase or receive, for each Share of Optioned
            Stock subject to the Option or Restricted Stock award immediately
            prior to the merger or sale of assets, the consideration (whether
            stock, cash, or other securities or property) received in the merger
            or sale of assets by holders of Common Stock for each Share held on
            the effective date of the transaction (and if holders were offered a
            choice of consideration the type of consideration chosen by the
            holders of a majority of the outstanding Shares). If such
            consideration received in the merger or sale of assets is not solely
            common stock of the successor corporation or its Parent, the
            Administrator may, with the consent of the successor corporation
            provide for the consideration to be received upon the exercise or
            vesting of the Option or Restricted Stock award, for each Share of

<PAGE>

            Optioned Stock subject to the Option or Restricted Stock award, to
            be solely common stock of the successor corporation or its Parent
            equal in fair market value to the per share consideration received
            by holders of Common Stock in the merger or sale of assets.

            11. Amendment and Termination of the Plan.

                        (a) Amendment and Termination. Except as set forth in
            Section 4, the Board may at any time amend, alter, suspend, or
            discontinue the Plan, but no amendment, alteration, suspension, or
            discontinuation shall be made which would impair the rights of any
            Optionee under any grant theretofore made, without his or her
            consent. In addition, to the extent necessary and desirable to
            comply with Rule 16b-3 under the Exchange Act (or any other
            applicable law or regulation), the Company shall obtain stockholder
            approval of any Plan amendment in such a manner and to such a degree
            as required.

                        (b) Effect of Amendment or Termination. Any such
            amendment or termination of the Plan shall not affect Options or
            Restricted Stock already granted and such Options and Restricted
            Stock shall remain in full force and effect as if this Plan had not
            been amended or terminated.

            12. Time of Granting Options and Restricted Stock. The date of grant
of an Option or Restricted Stock grant shall, for all purposes, be the date
determined in accordance with Section 4 hereof.

            13. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option or grant of Restricted Stock unless the
issuance and delivery of such Shares pursuant thereto, and in the case of an
Option, the exercise of such Option shall comply with all relevant provisions of
law, including, without limitation, the Securities Act, the Exchange Act, the
rules and regulations promulgated thereunder, state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

            As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

            Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

            14. Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

            15. Option or Restricted Stock Agreement. Options and or Restricted
Stock awards shall be evidenced by written agreements in such form as the Board
shall approve.

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            16. Stockholder Approval. Continuance of the Plan shall be subject
to approval by the stockholders of the Company at or prior to the first annual
meeting of stockholders held subsequent to the granting of an Option hereunder.
Such stockholder approval shall be obtained in the degree and manner required
under applicable state and federal law.