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                                                                   EXHIBIT 10.13

                             MAI SYSTEMS CORPORATION
                             1993 STOCK OPTION PLAN

                                    ARTICLE I
                                    PURPOSES

1. PURPOSE OF PLAN. The purpose of the MAI Systems Corporation 1993 Stock Option
Plan (the "Plan") are to advance the interests of MAI Systems Corporation (the
"Company") and its shareholders by providing significant incentives to selected
officers and key employees of the Company who contribute and are expected to
contribute to the success of the Company, and to enhance the interest of such
officers and employees in the Company's success and progress by providing them
with an opportunity to become shareholders of the Company. Further, the Plan is
designed to enhance the Company's ability to attract and retain qualified
employees necessary for the success and progress of the Company.

                                    ARTICLE I
                                   DEFINITIONS

2. DEFINITIONS. Certain terms used herein shall have the meaning below stated,
subject to the provisions of Section 7.1 hereof.

(a) "Board" or "Board of Directors" means the Board of Directors of the Company.

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

(c) "Committee" means the Compensation Committee of the Board of Directors or
such other committee of the Board as shall be appointed by the Board to
administer the Plan pursuant to Article VII hereof.

(d) "Common Stock" means, subject to the provisions of Section 9.3, the
authorized common stock of the Company, par value $.01 per share.

(e) "Company" means MAI Systems Corporation.

(f) "Effective Date" means the date on which the Company's plan of
reorganization is confirmed by the Bankruptcy Court.

(g) "Employee" means an officer or other common law employee of the Company or a
Subsidiary, including a member of the Board who is also a common law employee.

(h) "Fair Market Value" means, in respect of a share of Common Stock on any
date, the last reported sales price regular way on such date or, in case no such
reported sale takes place on such date, the last reported sales price regular
way on the day preceding such date on which a reported sale occurred, in either
case on the New York Stock Exchange or, if at the time the Common Stock is not
listed or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if at the time the Common Stock is not listed or admitted to trading on any
national securities exchange, in the National Association of Securities Dealers
Automated Quotations National Market System or, if at the time the Common Stock
is not listed or admitted to trading on any national securities exchange or
quoted on such 


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National Market System, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Company for that purpose or, if the Common
Stock is not traded over-the-counter, as determined by the Committee using any
reasonable valuation method.

(i) "Incentive Stock Option" means an Option to purchase Common Stock, granted
by the Company to an Employee pursuant to Section 5.1 hereof, which meets the
requirements of Section 422 of the Code.

(j) "Nonstatutory Stock Option" means and Option to purchase Common Stock,
granted by the Company to an Employee pursuant to Section 5.1 hereof, which does
not meet the requirements of Section 422 of the Code or which provides, as of
the time the Option is granted, that it will not be treated as an Incentive
Stock Option.

(k) "Option" means an Incentive Stock Option or a Nonstatutory Stock Option.

(l) "Option Agreement" means an agreement between the Company and an Optionee
evidencing the terms of an Option Granted under the Plan.

(m) "Optionee" means an Employee to whom an Option has been granted under the
Plan.

(n) "Plan" means the MAI Systems Corporation 1993 Stock Option Plan, as set
forth herein and as from time to time amended.

(o) "Subsidiary" means a subsidiary of the Company within the meaning of Section
424(f) of the Code.

                                   ARTICLE III
                EFFECTIVE DATE OF THE PLAN; RESERVATION OF SHARES

3.1 EFFECTIVE DATE. The Plan shall become effective as of the Effective Date.

3.2 SHARES RESERVED UNDER PLAN. The aggregate number of shares of Common Stock
which may be issued upon the exercise of Options granted under the Plan shall
not exceed 1,250,000 of the authorized shares of Common Stock on the Effective
Date, all or any part of which may be issued pursuant to Incentive Stock Options
or Nonstatutory Stock Options or any combination thereof. Shares of Common Stock
issued upon the exercise of Options granted under the Plan may consist of either
authorized but unissued shares or shares which have been issued and which shall
have been reacquired by the Company. The total number of shares authorized under
the Plan shall be subject to increase or decrease in order to give effect to the
provisions of Section 9.3 and to give effect to any amendment adopted pursuant
to Article VIII. If any Option granted under the Plan shall expire, terminate or
be cancelled for any reason without having been exercised in full, the number of
shares as to which such Option was not exercised shall again be available for
purposes of the Plan. The Company shall at all times while the Plan is in effect
reserve such number of shares of Common Stock as will be sufficient to satisfy
the requirements of the Plan.

                                   ARTICLE IV
                              PARTICIPATION IN PLAN

4.1 ELIGIBILITY. Options under the Plan may be granted to any key Employee of
the Company 

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or a Subsidiary who performs services for the Company or a Subsidiary that the
Committee deems to be of special importance to the growth and success of the
Company. The Committee shall determine those Employees to whom Options shall be
granted, the type of Option to be granted to each such person, and, subject to
Sections 3.2 hereof, the number of shares of Common Stock subject to each such
Option.

4.2 PARTICIPATION NOT GUARANTEE OF EMPLOYMENT OR RETENTION. Nothing in this Plan
or in any Option Agreement shall in any manner be construed to limit in any way
the right of the Company or any Subsidiary to terminate an Employee's employment
at any time, without regard to the effect of such termination on any rights such
Employee would otherwise have under this Plan, or give any right to an Employee
to remain employed by the Company or a Subsidiary thereof in any particular
position or at any particular rate of compensation.

                                    ARTICLE V
                          GRANT AND EXERCISE OF OPTIONS

5.1 GRANT OF OPTIONS. The Committee may from time to time in its discretion
grant Incentive Stock Options and/or Nonstatutory Stock Options to Employees at
any time after the Effective Date. All Options under the Plan shall be granted
within ten (10) years from the date the Plan is adopted by the Board or the date
the Plan is approved by the stockholders of the Company, whichever is earlier.

5.2 OPTION TERMS. Options granted under the Plan shall be subject to the
following requirements:

(a) Option Price. The exercise price of each Incentive Stock Option shall not be
less than the higher of the par value or 100% of the Fair Market Value of the
shares of Common Stock subject to the Option on the date the Option is granted.
The exercise price of each Nonstatutory Stock Option shall be the amount
determined by the Committee as set forth in the applicable Option Agreement,
provided that such amount shall not be less than the higher of the par value or
85% of the Fair Market Value of the shares of Common Stock subject to the Option
on the date the Option is granted, provided further that options may only be
granted at less than 100% of the Fair Market Value of the shares of Common Stock
subject to the Option on the date of grant if the discount is expressly in lieu
of a reasonable amount of salary or cash bonus, as determined by the Board of
Directors of the Committee in its sole discretion. The exercise price of an
Option may be subject to adjustment pursuant to Section 9.3 hereof.

(b) Term of Option. The term during which an Option is exercisable shall be that
period determined by the Committee as set forth in the applicable Option
Agreement, provided that no Option shall have a term that exceeds a period of 10
years from the date of its grant.

(c) Nontransferability of Option. No Option granted under the Plan shall be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution, and each such Option shall be exercisable during the Optionee's
lifetime only by him. No transfer of an Option by an Optionee by will or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and a copy of
the will and/or such other evidence as the Committee may determine necessary to
establish the validity of the transfer.

(d) Exercise of Option. Unless the Option Agreement pursuant to which an Option
is granted provides otherwise, each Option shall become exercisable, on a
cumulative basis, with respect to 

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20% of the aggregate number of the shares of Common Stock covered thereby on the
first anniversary of the date of grant and with respect to an additional 20% of
the shares of Common Stock covered thereby on each of the next four succeeding
anniversaries of the date of grant. Any portion of an Option which has become
exercisable shall remain exercisable until it is exercised in full or terminates
pursuant to the terms of the Plan or the Option Agreement pursuant to which it
is granted.

(e) Acceleration of Exercise on Change of Control. Notwithstanding the
provisions of paragraph (d) of this Section or any other restrictions limiting
the number of shares of Common Stock as to which an Option may be exercised,
each Option shall become immediately exercisable in full upon and simultaneously
with any "Change of Control" of the Company. For purposes of this Plan, a
"Change of Control" shall be deemed to have occurred if:

        (i) any "person," as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than
the Company, any employee benefit plan sponsored by the Company, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities;

        (ii) during any period of two consecutive years individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (iii) or (iv) of this
Section) whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two- thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof;

     (iii) the stockholders of the Company approve a merger or consolidation
           of the Company with any other corporation, other than a merger or
           consolidation which would result in the voting securities of the
           Company outstanding immediately prior thereto continuing to represent
           (either by remaining outstanding or by being converted into voting
           securities of the surviving entity) more than 50% of the combined
           voting power of the voting securities of the Company or such
           surviving entity outstanding immediately after such merger or
           consolidation; or

      (iv) the stockholders of the Company approve a plan of complete
           liquidation of the Company or an agreement for the sale or
           disposition by the Company of all or substantially all of the
           Company's assets. For the purposes of this subsection (iv),
           "substantially all" of the Company's assets shall mean any of the
           following:

        (A) assets for which the price or consideration upon sale or disposition
        equals or exceeds fifty percent (50%) or more of the book value of the
        total assets of the Company;

        (B) assets for which the price or consideration upon sale or disposition
        equals or exceeds fifty percent (50%) or more of the fair market value
        of the Company (which for purposes of this subsection (iv) shall be the
        number of shares of voting securities outstanding on the date on which
        the change of control of the Company is deemed to occur 

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        multiplied by the Fair Market Value of said securities); or

        (C) assets that generated fifty percent (50%) or more of the Company's
        reported net sales or net income in either of the two (2) taxable years
        ended prior to the date on which the change of control of the Company is
        deemed to occur.

Notwithstanding the foregoing provisions of this Section 5.3(e), as long as
Brooke Group, Ltd. (BGL) and/or any affiliate thereof shall own stock of the
Company representing 50% or more of the combined voting power for the election
of directors, (x) the beneficial ownership of such stock by BGL and/or any
affiliate, and (y) any acquisition of additional voting stock by BGL and/or any
affiliate shall not constitute a Change of Control.

(f) Incentive Stock Options Granted to Ten Percent Shareholders. No Incentive
Stock Options shall be granted to any Employee who owns, directly or indirectly
within the mean of Section 424(d) of the Code, stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any
Subsidiary, unless at the time the Incentive Stock Option is granted, the
exercise price of the Incentive Stock Option is at least 110% of the Fair Market
Value of the Common Stock subject to such Incentive Stock Option and such
Incentive Stock Option, by its terms, is not exercisable after the expiration of
five years from the date such Incentive Stock Option is granted.

(g) Limitation on Incentive Stock Options. To the extent that the aggregate Fair
Market Value of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by an Optionee during any calendar year
(under all plans of the Company and its parent and subsidiary corporations)
exceeds $100,000, such Options shall be treated as Nonstatutory Options. For
this purpose, Options shall be taken into account in the order in which they
were granted and the Fair Market Value of the Common Stock shall be determined
as of the time the Option with respect to such Common Stock is granted.

5.4. PAYMENT OF EXERCISE PRICE AND DELIVERY OF SHARES.

(a) Notice and Payment for Shares. Each Option shall be exercised by delivery of
a written notice to the Company in such form as the Committee shall approve
stating the number of the whole shares of Common Stock as to which the Option is
being exercised and accompanied by payment therefor. No Option shall be deemed
exercised in the event that payment therefor is not received and shares of
Common Stock shall not be issued upon the exercise of an Option unless the
exercise price is paid in full. Payment for shares of Common Stock purchased
upon the exercise of an Option shall be made by (i) cash, (ii) certified check
payable to the order of the Company, (iii) outstanding shares of Common Stock
duly endorsed to the Company (which shares of Common Stock shall be valued at
their Fair Market Value as of the day preceding the date of such exercise), (iv)
any combination of the foregoing, or (v) such other method of payment as may be
provided in the applicable Option Agreement.

(b) Rights of Optionee in Stock. Neither any Optionee nor the legal
representatives, heirs, legatees or distributees of any Optionee, shall be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock issuable upon exercise of an Option
granted hereunder unless and until such shares are issued to him or them and
such person or persons have received a certificate or certificates therefor.
Upon the issuance and receipt of such certificate or certificates, such Optionee
or the legal representatives, heirs, legatees or distributees 

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of such Optionee shall have absolute ownership of the shares of Common Stock
evidenced thereby, including the right to vote such shares, to the same extent
as any other owner of shares of Common Stock, and to receive dividends thereon,
subject, however, to the terms, conditions and restrictions of this Plan.

                                   ARTICLE VI
                              TERMINATION AND DEATH

6.1 TERMINATION OTHER THAN BY DEATH OR FOR CAUSE. If an Optionee's position as
an Employee of the Company or a Subsidiary terminates for any reason other than
death or for Cause (as defined in Section 6.2) he may, unless the applicable
Option Agreement provides otherwise, exercise an Option previously granted
within three months after the date of such termination, but in no event later
than the date on which the Option would have expired in accordance with its
terms. To the extent the Option is not so exercised, it shall expire at the end
of such three-month period.

6.2 TERMINATION FOR CAUSE. If an Optionee's position as an Employee of the
Company or a Subsidiary is terminated for Cause, any Option theretofore granted
to him shall expire and cease to be exercisable on the date notice of such
termination is delivered to the Optionee. "Cause" shall mean (a) the willful and
continued failure by an Optionee to substantially perform his duties with the
Company (other than any such failure resulting from his incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Optionee by the Board, which demand specifically identifies
the manner in which the Board believes that the Optionee has not substantially
performed his duties, or (b) the willful engaging by the Optionee in conduct
which is demonstrably and materially injurious to the Company, monetarily or
otherwise. For purposes of this Section 6.2, no act, or failure to act, shall be
deemed "willful" unless done, or omitted to be done, not in good faith and
without reasonable belief that such action or omission was in the best interest
of the Company.

6.3 DEATH. If an Optionee dies (i) while he is an Employee of the Company or a
Subsidiary or (ii) during the three-month period after the termination of his
position as an Employee of the Company or a Subsidiary, and at the time of his
death the Optionee was entitled to exercise an Option theretofore granted to
him, such Option shall, unless the applicable Option Agreement provides
otherwise, expire one year after the date of his death, but in no event later
than the date on which the Option would have expired if the Optionee had lived.
During such one-year period the Option may be exercised by the Optionee's
executor or administrator or by any person or persons who shall have acquired
the Option directly from the Optionee by bequest or inheritance, but only to the
extent that the Optionee was entitled to exercise the Option at the date of his
death and, to the extent the Option is not so exercised, it shall expire at the
end of such one-year period.


                                   ARTICLE VII
                             ADMINISTRATION OF PLAN

7.1 ADMINISTRATION. The Plan shall be administered by the Board of Directors,
Compensation Committee of the Board of Directors, or such other committee as may
be appointed by the Board of Directors of the Company, which Committee shall
consist of not less than two members, all of whom are members of the Board of
Directors and "disinterested persons" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. Members of the Committee shall not
be eligible to participate in the Plan. A majority of the Committee shall

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constitute a quorum thereof and the actions of a majority of the Committee at a
meeting at which a quorum is present, or actions unanimously approved in writing
by all members of the Committee, shall be the actions of the Committee.
Vacancies occurring on the Committee shall be filled by the Board. The Committee
shall have full and final authority (i) to interpret the Plan and each of the
Option Agreements, (ii) to prescribe, amend and rescind rules and regulations,
if any, relating to the Plan, (iii) to make all determinations necessary or
advisable for the administration of the Plan and (iv) to correct any defect,
supply any omission and reconcile any inconsistency in the Plan and any Option
Agreement. The Committee's determination in all matters referred to herein shall
be conclusive and binding for all purposes and upon all persons including, but
without limitation, the Company, the shareholders of the Company, the Committee,
and each of the members thereof, Employees and their respective successors in
interest.

7.2 LIABILITY. No member of the Committee shall be liable for anything done or
omitted to be done by him or by any other member of the Committee in connection
with the Plan, except for his own willful misconduct or gross negligence. The
Committee shall have power to engage outside consultants, auditors or other
professional help to assist in the fulfillment of the Committee's duties under
the Plan at the Company's expense.

7.3 DETERMINATIONS. In making its determinations concerning the key Employees
who shall receive Options as well as the number of shares to be covered thereby
and the time or times at which they shall be granted, the Committee shall take
into account the nature of the services rendered by such key Employees, their
past, present and potential contribution to the Company's success and such other
factors as the Committee may deem relevant. The Committee shall determine the
form of Option Agreements under the Plan and the terms and conditions to be
included therein, provided such terms and conditions are not inconsistent with
the terms of the Plan. The Committee may waive any provisions of any Option
Agreement, provided such waiver is not inconsistent with the terms of the Plan
as then in effect. The Committee's determinations under the Plan need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, Options under the Plan, whether or not such persons are
similarly situated.

                                  ARTICLE VIII
                        AMENDMENT AND TERMINATION OF PLAN

8.1 AMENDMENT OF PLAN

(a) Generally. The Plan may be amended at any time and from time to time by the
Board, but, except as provided by Section 9.3, no amendment which (i) increases
the aggregate number of shares of Common Stock which may be issued pursuant to
Options granted under the Plan, (ii) decreases the minimum Incentive Stock
Option exercise price provided in the Plan, (iii) extends the period during
which Options may be granted pursuant to the Plan, (iv) changes the class of
individuals eligible to the granted Options, (v) materially increases the
benefits provided by the Plan, or (vi) has the effect of any of the above shall
be effective unless and until the same is approved by the affirmative vote of
the holders of a majority of the outstanding shares of the Company's voting
stock, either in person or by proxy, in accordance with the applicable
provisions of the charter and bylaws of the Company and applicable State law. No
amendment to the Plan shall, without the consent of an Optionee, affect such
Optionee's rights under an Option previously granted.

(b) Amendments Relating to Incentive Stock Options. To the extent applicable,
the Plan is intended to permit the issuance of Incentive Stock Options to
Employees in accordance with the provisions of Section 422 of the Code. Subject
to paragraph 8.1(a) above, the Plan and Option 


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Agreements may be modified or amended at any time, both prospectively and
retroactively, and in a manner that may affect Incentive Stock Options
previously granted, if such amendment or modification is necessary for the Plan
and Incentive Stock Options granted hereunder to qualify under said provisions
of the Code.

8.2 TERMINATION. The Board may at any time terminate the Plan as of any date
specified in a resolution adopted by the Board. If not earlier terminated, the
Plan shall terminate on June 27, 2003. No Options may be granted after the Plan
has terminated, but the Committee shall continue to supervise the administration
of Options previously granted.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

9.1 RESTRICTIONS UPON GRANT OF OPTIONS. If the listing upon any stock exchange
or the registration or qualification under any federal or state law of any
shares of Common Stock to be issued on the exercise of Options granted under
this Plan (whether to permit the grant of Options or the resale or other
disposition of any such shares of Common Stock by or on behalf of Optionees
receiving such shares) should be or become necessary or desirable, the Board in
its sole discretion may determine that delivery of the certificates for such
shares of Common Stock shall not be made until such listing, registration or
qualification shall have been completed. The Company agrees that it will use its
best efforts to effect any such listing, registration or qualification,
provided, however, that the Company shall not be required to use its best
efforts to effect such registration under the Securities Act of 1933 other than
on Form S-8 or such other forms as may be in effect from time to time calling
for information comparable to that presently required to be furnished under Form
S-8.

9.2 RESTRICTIONS UPON RESALE OF UNREGISTERED STOCK. Each Optionee shall, if the
Company deems it advisable, represent and agree in writing (i) that any shares
of Common Stock acquired by such Optionee pursuant to this Plan will not be sold
except pursuant to an effective registration statement under the Securities Act
of 1933 or pursuant to an exemption from registration under said Act, (ii) that
such Optionee is acquiring such shares of Common Stock for his own account and
not with a view to the distribution thereof, and (iii) to such other customary
matters as the Company may request. In such case, no shares of Common Stock
shall be issued to such Optionee unless such Optionee provides such
representations and agreements and the Company is reasonably satisfied that such
representations and agreements are correct.

9.3 ADJUSTMENTS. The number of shares of Common Stock of the Company authorized
for issuance under the Plan, as well as the price to be paid and the number of
shares issued upon exercise of outstanding Options, shall be subject to
adjustment by the Committee, in its sole discretion, to reflect any stock split,
stock dividend, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares or other similar event.

9.4     WITHHOLDING OF TAXES.

(a) Each Optionee who exercises a Nonstatutory Stock Option shall agree that no
later than the date of such exercise or receipt of shares of Common Stock
pursuant thereto he will pay to the Company, or make arrangements satisfactory
to the Committee regarding payment of, any Federal, state or local taxes of any
kind required by law to be withheld with respect to the transfer to him of such
shares of Common Stock.

(b) The applicable Option Agreement may provide that an Optionee may satisfy, in
whole or in 

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part, the requirements of paragraph (a):

        (i) by delivery of shares of Common Stock owned by the Optionee for at
least six months (or such shorter or longer period as the Committee may approve)
having a Fair Market Value (determined as of the date of such delivery) equal to
all or part of the amount to be so withheld, or

        (ii) by electing to have the Company withhold the requisite number of
shares from shares otherwise deliverable pursuant to the exercise of the Option
giving rise to the tax withholding obligation provided, however, that

        (A) the Optionee's election and the withholding pursuant thereto take
        effect during the period beginning on the third business day following
        the date of release for publication of the quarterly and annual summary
        statements of the Company's sales and earning's and ending on the
        twelfth business day following such date, and six months have elapsed
        since the date the Option was granted, or

        (B) such election was irrevocably made by the Optionee and filed with
        the Committee in writing at least six months in advance of the date on
        which such withholding occurs.

The Committee may require, as a condition of accepting any such delivery of
Common Stock or any such election by the Optionee, that the Optionee furnish to
the Company an opinion of counsel to the effect that such delivery or election
will not result in the Optionee incurring any liability under Section 16(b) of
the Securities Exchange Act of 1934, as amended.

9.5 USE OF PROCEEDS. The proceeds from the sale of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of the Company and
may be used for such corporate purposes as the Company may determine.

9.6 SUBSTITUTION OF OPTIONS.

(a) The Committee may, with the consent of the holder of any Option granted
under the Plan, cancel such Option and grant a new Option in substitution
therefor, provided that the Option as so substituted shall satisfy all of the
requirements of the Plan as of the date such new Option is granted.

(b) Options may be granted under this Plan in substitution for options held by
individuals who are employees of another corporation and who become Employees of
the Company or any Subsidiary of the Company eligible to receive Options
pursuant to the Plan as a result of a merger, consolidation, reorganization or
similar event. The terms and conditions of any Options so granted may vary from
those set forth in the Plan to the extent deemed appropriate by the Committee in
order to conform the provisions of Options granted pursuant to the Plan to the
provisions of the options in substitution for which they are granted.

(c) Notwithstanding the foregoing, Options granted under this Plan may not be
replaced or repriced unless all of the following conditions are met:

               (i) The substitution or repricing is authorized by a compensation
               committee composed entirely of independent directors to fulfill a
               legitimate corporate purpose such as retention of a key employee;

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               (ii) The substitution or repricing is not utilized more often
               than once every two (2) years and then only to maintain option
               value due to extreme circumstances beyond management's control;
               and

           The substitution or repricing is limited to no more than five percent
               (5%) of the shares authorized for issuance under the Plan.

9.7 NOTICES. Any notice required or permitted hereunder shall be sufficiently
given only if sent by registered or certified mail, return receipt requested,
postage prepaid, addressed to the Company at its principal place of business,
and to the Optionee at the address on file with the Company at the time of grant
hereunder, or to such other address as either party may hereafter designate in
writing by notice similarly given by one party to the other.

9.8 GOVERNING LAW. The Plan and all determinations made and actions taken
hereunder, to the extent not otherwise governed by the Code or the laws of the
Untied States of America, shall be governed by the laws of the State of
California and construed accordingly.


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