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Exhibit 10.9

                          LIONBRIDGE TECHNOLOGIES, INC.

                                 1998 STOCK PLAN

         1.       Purpose.  The purpose of the Lionbridge Technologies, Inc.
1998 Stock Plan (the "Plan") is to encourage key employees of Lionbridge
Technologies Holdings, Inc. (the "Company") and of any present or future parent
or subsidiary of the Company (collectively, "Related Corporations") and other
individuals who render services to the Company or a Related Corporation, by
providing opportunities to participate in the ownership of the Company and its
future growth through (a) the grant of options which qualify as "incentive stock
options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"); (b) the grant of options which do not qualify as ISOs
("Non-Qualified Options"); (c) awards of stock in the Company ("Awards"); and
(d) opportunities to make direct purchases of stock in the Company
("Purchases"). Both ISOs and Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options." Options, Awards and
authorizations to make Purchases are referred to hereafter collectively as
"Stock Rights." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation," respectively, as those terms are
defined in Section 424 of the Code.

         2.       Administration of the Plan.

                  A.       Board or Committee Administration. The Plan shall be
         administered by the Board of Directors of the Company (the "Board") or,
         subject to paragraph 2(D) (relating to compliance with Section 162(m)
         of the Code), by a committee appointed by the Board (the "Committee").
         Hereinafter, all references in this Plan to the "Committee" shall mean
         the Board if no Committee has been appointed. Subject to ratification
         of the grant or authorization of each Stock Right by the Board (if so
         required by applicable state law), and subject to the terms of the
         Plan, the Committee shall have the authority to (i) determine to whom
         (from among the class of employees eligible under paragraph 3 to
         receive ISOs) ISOs shall be granted, and to whom (from among the class
         of individuals and entities eligible under paragraph 3 to receive
         Non-Qualified Options and Awards and to make Purchases) Non-Qualified
         Options, Awards and authorizations to make Purchases may be granted;
         (ii) determine the time or times at which Options or Awards shall be
         granted or Purchases made; (iii) determine the purchase price of shares
         subject to each Option or Purchase, which prices shall not be less than
         the minimum price specified in paragraph 6; (iv) determine whether each
         Option granted shall be an ISO or a Non-Qualified Option; (v) determine
         (subject to paragraph 7) the time or times when each Option shall
         become exercisable and the duration of the exercise period; (vi) extend
         the period during which outstanding Options may be exercised; (vii)
         determine whether restrictions such as repurchase options are to


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         be imposed on shares subject to Options, Awards and Purchases and the
         nature of suchrestrictions, if any, and (viii) interpret the Plan and
         prescribe and rescind rules and regulations relating to it. If the
         Committee determines to issue a Non-Qualified Option, it shall take
         whatever actions it deems necessary, under Section 422 of the Code and
         the regulations promulgated thereunder, to ensure that such Option is
         not treated as an ISO. The interpretation and construction by the
         Committee of any provisions of the Plan or of any Stock Right granted
         under it shall be final unless otherwise determined by the Board. The
         Committee may from time to time adopt such rules and regulations for
         carrying out the Plan as it may deem advisable. No member of the Board
         or the Committee shall be liable for any action or determination made
         in good faith with respect to the Plan or any Stock Right granted under
         it.

                  B.       Committee Actions. The Committee may select one of
         its members as its chairman, and shall hold meetings at such time and
         places as it may determine. A majority of the Committee shall
         constitute a quorum and acts of a majority of the members of the
         Committee at a meeting at which a quorum is present, or acts reduced
         to or approved in writing by all the members of the Committee (if
         consistent with applicable state law), shall be the valid acts of the
         Committee. From time to time the Board may increase the size of the
         Committee and appoint additional members thereof, remove members (with
         or without cause) and appoint new members in substitution therefor,
         fill vacancies however caused, or remove all members of the Committee
         and thereafter directly administer the Plan.

                  C.       Grant of Stock Rights to Board Members. Stock Rights
         may be granted to members of the Board. All grants of Stock Rights to
         members of the Board shall in all respects be made in accordance with
         the provisions of this Plan applicable to other eligible persons.
         Members of the Board who either (i) are eligible to receive grants of
         Stock Rights pursuant to the Plan or (ii) have been granted Stock
         Rights may vote on any matters affecting the administration of the
         Plan or the grant of any Stock Rights pursuant to the Plan, except
         that no such member shall act upon the granting to himself or herself
         of Stock Rights, but any such member may be counted in determining the
         existence of a quorum at any meeting of the Board during which action
         is taken with respect to the granting to such member of Stock Rights.

                  D.       Performance-Based Compensation. The Board, in its
         discretion, may take such action as may be necessary to ensure that
         Stock Rights granted under the Plan qualify as "qualified
         performance-based compensation" within the meaning of Section 162(m) of
         the Code and applicable regulations promulgated thereunder
         ("Performance-Based Compensation"). Such action may include, in the
         Board's discretion, some or all of the following (i) if the Board
         determines that Stock Rights granted under the Plan generally shall
         constitute Performance-Based Compensation, the Plan shall be
         administered, to the extent required for such Stock Rights to
         constitute Performance-Based Compensation, by a Committee consisting
         solely of two or more "outside directors" (as defined in applicable
         regulations promulgated under Section 162(m) of the Code), (ii) if any
         Non-Qualified Options with an exercise price less than the fair


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         market value per share of Common Stock are granted under the Plan and
         the Board determines that such Options should constitute
         Performance-Based Compensation, such options shall be made exercisable
         only upon the attainment of a pre-established, objective performance
         goal established by the Committee, and such grant shall be submitted
         for, and shall be contingent upon shareholder approval and (iii) Stock
         Rights granted under the Plan may be subject to such other terms and
         conditions as are necessary for compensation recognized in connection
         with the exercise or disposition of such Stock Right or the
         disposition of Common Stock acquired pursuant to such Stock Right, to
         constitute Performance-Based Compensation.

         3.       Eligible Employees and Others.  ISOs may be granted only to
employees of the Company or any Related Corporation. Non-Qualified Options,
Awards and authorizations to make Purchases may be granted to any employee,
officer or director (whether or not also an employee) or consultant of the
Company or any Related Corporation. The Committee may take into consideration a
recipient's individual circumstances in determining whether to grant a Stock
Right. The granting of any Stock Right to any individual or entity shall neither
entitle that individual or entity to, nor disqualify such individual or entity
from, participation in any other grant of Stock Rights.

         4.       Stock.  The stock subject to Stock Rights shall be authorized
but unissued shares of Common Stock of the Company, par value $.01 per share
(the "Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is 9,722,032, subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the unpurchased shares of
Common Stock subject to such Option shall again be available for grants of Stock
Rights under the Plan.

         No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 2,333,334 shares of Common Stock
under the Plan during any fiscal year of the Company. If any Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part or shall be repurchased by the Company, the shares subject to such Option
shall be included in the determination of the aggregate number of shares of
Common Stock deemed to have been granted to such employee under the Plan.

         5.       Granting of Stock Rights.  Stock Rights may be granted under
the Plan at any time on or after January 27, 1998 and prior to January 26, 2008.
The date of grant of a Stock Right under the Plan will be the date specified by
the Committee at the time it grants the Stock Right; provided, however, that
such date shall not be prior to the date on which the Committee acts to approve
the grant.

         6.       Minimum Option Price; ISO Limitations.


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                  A.       Price for Non-Qualified Options, Awards and
         Purchases. Subject to paragraph 2(D) (relating to compliance with
         Section 162(m) of the Code), the exercise price per share specified in
         the agreement relating to each Non-Qualified Option granted, and the
         purchase price per share of stock granted in any Award or authorized
         as a Purchase, under the Plan may be less than the fair market value
         of the Common Stock of the Company on the date of grant; provided
         that, in no event shall such exercise price or such purchase price be
         less than the minimum legal consideration required therefor under the
         laws of any jurisdiction in which the Company or its successors in
         interest may be organized.

                  B.       Price for ISOs. The exercise price per share
         specified in the agreement relating to each ISO granted under the Plan
         shall not be less than the fair market value per share of Common Stock
         on the date of such grant. In the case of an ISO to be granted to an
         employee owning stock possessing more than ten percent (10%) of the
         total combined voting power of all classes of stock of the Company or
         any Related Corporation, the price per share specified in the
         agreement relating to such ISO shall not be less than one hundred ten
         percent (110%) of the fair market value per share of Common Stock on
         the date of grant. For purposes of determining stock ownership under
         this paragraph, the rules of Section 424(d) of the Code shall apply.

                  C.       $100,000 Annual Limitation on ISO Vesting. Each
         eligible employee may be granted Options treated as ISOs only to the
         extent that, in the aggregate under this Plan and all incentive stock
         option plans of the Company and any Related Corporation, ISOs do not
         become exercisable for the first time by such employee during any
         calendar year with respect to stock having a fair market value
         (determined at the time the ISOs were granted) in excess of $100,000.
         The Company intends to designate any Options granted in excess of such
         limitation as Non-Qualified Options, and the Company shall issue
         separate certificates to the optionee with respect to Options that are
         Non-Qualified Options and Options that are ISOs.

                  D.       Determination of Fair Market Value. If, at the time
         an Option is granted under the Plan, the Company's Common Stock is
         publicly traded, "fair market value" shall be determined as of the
         date of grant or, if the prices or quotes discussed in this sentence
         are unavailable for such date, the last business day for which such
         prices or quotes are available prior to the date of grant and shall
         mean (i) the average (on that date) of the high and low prices of the
         Common Stock on the principal national securities exchange on which
         the Common Stock is traded, if the Common Stock is then traded on a
         national securities exchange; or (ii) the last reported sale price (on
         that date) of the Common Stock on the Nasdaq National Market, if the
         Common Stock is not then traded on a national securities exchange; or
         (iii) the closing bid price (or average of bid prices) last quoted (on
         that date) by an established quotation service for over-the-counter
         securities, if the Common Stock is not reported on the Nasdaq National
         Market. If the Common Stock is not publicly traded at the time an
         Option is granted under the Plan, "fair market value" shall mean the
         fair value of the Common Stock as determined by the Committee after
         taking into consideration all factors which it deems appropriate,


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         including, without limitation, recent sale and offer prices of the
         Common Stock in private transactions negotiated at arm's length.

         7.       Option Duration.  Subject to earlier termination as provided
in paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

         8.       Exercise of Option.  Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:

                  A.       Vesting.  The Option shall either be fully
         exercisable on the date of grant or shall become exercisable
         thereafter in such installments as the Committee may specify.

                  B.       Full Vesting of Installments.  Once an installment
         becomes exercisable, it shall remain exercisable until expiration or
         termination of the Option, unless otherwise specified by the
         Committee.

                  C.       Partial Exercise.  Each Option or installment may be
         exercised at any time or from time to time, in whole or in part, for
         up to the total number of shares with respect to which it is then
         exercisable.

                  D.       Acceleration of Vesting.  The Committee shall have
         the right to accelerate the date that any installment of any Option
         becomes exercisable; provided that the Committee shall not, without
         the consent of an optionee, accelerate the permitted exercise date of
         any installment of any Option granted to any employee as an ISO (and
         not previously converted into a Non-Qualified Option pursuant to
         paragraph 16) if such acceleration would violate the annual vesting
         limitation contained in Section 422(d) of the Code, as described in
         paragraph 6(C).

         9.       Termination of Employment. Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related Corporations other than by reason of death or disability
as defined in paragraph 10, no further installments of his or her ISOs shall
become exercisable, and his or her ISOs shall terminate on the earlier of (a)
three months after the date of termination of his or her employment, or (b)
their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified Options
pursuant to paragraph 16. For purposes of this paragraph 9, employment shall be
considered as continuing uninterrupted


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during any bona fide leave of absence (such as those attributable to illness,
military obligations or governmental service) provided that the period of such
leave does not exceed 90 days or, if longer, any period during which such
optionee's right to reemployment is guaranteed by statute or by contract. A bona
fide leave of absence with the written approval of the Committee shall not be
considered an interruption of employment under this paragraph 9, provided that
such written approval contractually obligates the Company or any Related
Corporation to continue the employment of the optionee after the approved period
of absence. ISOs granted under the Plan shall not be affected by any change of
employment within or among the Company and Related Corporations, so long as the
optionee continues to be an employee of the Company or any Related Corporation.
Nothing in the Plan shall be deemed to give any grantee of any Stock Right the
right to be retained in employment or other service by the Company or any
Related Corporation for any period of time.

         10.      Death; Disability.

                  A.       Death.  If an ISO optionee ceases to be employed by
         the Company and all Related Corporations by reason of his or her
         death, any ISO owned by such optionee may be exercised, to the extent
         otherwise exercisable on the date of death, by the estate, personal
         representative or beneficiary who has acquired the ISO by will or by
         the laws of descent and distribution, until the earlier of (i) the
         specified expiration date of the ISO or (ii) 180 days from the date of
         the optionee's death.

                  B.       Disability.  If an ISO optionee ceases to be employed
         by the Company and all Related Corporations by reason of his or her
         disability, such optionee shall have the right to exercise any ISO
         held by him or her on the date of termination of employment, for the
         number of shares for which he or she could have exercised it on that
         date, until the earlier of (i) the specified expiration date of the
         ISO or (ii) 180 days from the date of the termination of the
         optionee's employment. "Disability" means all disabilities which cause
         the employee to cease being employed.

         11.      Assignability.  No ISO shall be assignable or transferable by
the optionee except by will or by the laws of descent and distribution, and
during the lifetime of the optionee shall be exercisable only by such optionee.
Stock Rights other than ISOs shall be transferable to the extent set forth in
the agreement relating to such Stock Right.

         12.      Terms and Conditions of Options.  Options shall be evidenced
by instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper


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officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of such
instruments.

         13.      Adjustments.  Upon the occurrence of any of the following
events, an optionee's rights with respect to Options granted to such optionee
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such Option:

                  A.       Stock Dividends and Stock Splits. If the shares of
         Common Stock shall be subdivided or combined into a greater or smaller
         number of shares or if the Company shall issue any shares of Common
         Stock as a stock dividend on its outstanding Common Stock, the number
         of shares of Common Stock deliverable upon the exercise of Options
         shall be appropriately increased or decreased proportionately, and
         appropriate adjustments shall be made in the purchase price per share
         to reflect such subdivision, combination or stock dividend.

                  B.       Consolidations or Mergers. If the Company is to be
         consolidated with or acquired by another entity in a merger or other
         reorganization in which the holders of the outstanding voting stock of
         the Company immediately preceding the consummation of such event,
         shall, immediately following such event, hold, as a group, less than a
         majority of the voting securities of the surviving or successor entity,
         or in the event of a sale of all or substantially all of the Company's
         assets or otherwise (each, an "Acquisition"), the Committee or the
         board of directors of any entity assuming the obligations of the
         Company hereunder (the "Successor Board"), shall, as to outstanding
         Options, either (i) make appropriate provision for the continuation of
         such Options by substituting on an equitable basis for the shares then
         subject to such Options either (a) the consideration payable with
         respect to the outstanding shares of Common Stock in connection with
         the Acquisition, (b) shares of stock of the surviving or successor
         corporation or (c) such other securities as the Successor Board deems
         appropriate, the fair market value of which shall not materially exceed
         the fair market value of the shares of Common Stock subject to such
         Options immediately preceding the Acquisition; or (ii) upon written
         notice to the optionees, provide that all Options must be exercised, to
         the extent then exercisable or to be exercisable as a result of the
         Acquisition, within a specified number of days of the date of such
         notice, at the end of which period the Options shall terminate; or
         (iii) terminate all Options in exchange for a cash payment equal to the
         excess of the fair market value of the shares subject to such Options
         (to the extent then exercisable or to be exercisable as a result of the
         Acquisition) over the exercise price thereof.

                  C.       Recapitalization or Reorganization.  In the event of
         a recapitalization or reorganization of the Company (other than a
         transaction described in subparagraph B above) pursuant to which
         securities of the Company or of another corporation are issued with
         respect to the outstanding shares of Common Stock, an optionee upon
         exercising an Option shall be entitled to receive for the purchase
         price paid upon such exercise the


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         securities he or she would have received if he or she had exercised
         such Option prior to such recapitalization or reorganization.

                  D.       Modification of ISOs.  Notwithstanding the foregoing,
         any adjustments made pursuant to subparagraphs A, B or C with respect
         to ISOs shall be made only after the Committee, after consulting with
         counsel for the Company, determines whether such adjustments would
         constitute a "modification" of such ISOs (as that term is defined in
         Section 424 of the Code) or would cause any adverse tax consequences
         for the holders of such ISOs. If the Committee determines that such
         adjustments made with respect to ISOs would constitute a modification
         of such ISOs or would cause adverse tax consequences to the holders,
         it may refrain from making such adjustments.

                  E.       Dissolution or Liquidation.  In the event of the
         proposed dissolution or liquidation of the Company, each Option will
         terminate immediately prior to the consummation of such proposed
         action or at such other time and subject to such other conditions as
         shall be determined by the Committee.

                  F.       Issuances of Securities.  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 Options. No
         adjustments shall be made for dividends paid in cash or in property
         other than securities of the Company.

                  G.       Fractional Shares.  No fractional shares shall be
         issued under the Plan and the optionee shall receive from the Company
         cash in lieu of such fractional shares.

                  H.       Adjustments.  Upon the happening of any of the events
         described in subparagraphs A, B or C above, the class and aggregate
         number of shares set forth in paragraph 4 hereof that are subject to
         Stock Rights which previously have been or subsequently may be granted
         under the Plan shall also be appropriately adjusted to reflect the
         events described in such subparagraphs. The Committee or the Successor
         Board shall determine the specific adjustments to be made under this
         paragraph 13 and, subject to paragraph 2, its determination shall be
         conclusive.

         14.      Means of Exercising Options.  An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the


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discretion of the Committee and consistent with applicable law, through the
delivery of an assignment to the Company of a sufficient amount of the proceeds
from the sale of the Common Stock acquired upon exercise of the Option and an
authorization to the broker or selling agent to pay that amount to the Company,
which sale shall be at the participant's direction at the time of exercise, or
(e) at the discretion of the Committee, by any combination of (a), (b), (c) and
(d) above. If the Committee exercises its discretion to permit payment of the
exercise price of an ISO by means of the methods set forth in clauses (b), (c),
(d) or (e) of the preceding sentence, such discretion shall be exercised in
writing at the time of the grant of the ISO in question. The holder of an Option
shall not have the rights of a shareholder with respect to the shares covered by
such Option until the date of issuance of a stock certificate to such holder for
such shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

         15.      Term and Amendment of Plan.  This Plan was adopted by the
Board on January 27, 1998, subject, with respect to the validation of ISOs
granted under the Plan, to approval of the Plan by the stockholders of the
Company at the next Meeting of Stockholders or, in lieu thereof, by written
consent. If the approval of stockholders is not obtained prior to January 27,
1999, any grants of ISOs under the Plan made prior to that date will be
rescinded. The Plan shall expire at the end of the day on January 26, 2008
(except as to Options outstanding on that date). Subject to the provisions of
paragraph 5 above, Options may be granted under the Plan prior to the date of
stockholder approval of the Plan. The Board may terminate or amend the Plan in
any respect at any time, except that, without the approval of the stockholders
obtained within 12 months before or after the Board adopts a resolution
authorizing any of the following actions: (a) the total number of shares that
may be issued under the Plan may not be increased (except by adjustment pursuant
to paragraph 13); (b) the provisions of paragraph 3 regarding eligibility for
grants of ISOs may not be modified; (c) the provisions of paragraph 6(B)
regarding the exercise price at which shares may be offered pursuant to ISOs may
not be modified (except by adjustment pursuant to paragraph 13); and (d) the
expiration date of the Plan may not be extended. Except as otherwise provided in
this paragraph 15, in no event may action of the Board or stockholders alter or
impair the rights of a grantee, without such grantee's consent, under any Stock
Right previously granted to such grantee.

         16.      Modifications of ISOs; Conversion of ISOs into Non-Qualified
Options.  Subject to paragraph 13(D), without the prior written consent of the
holder of an ISO, the Committee shall not alter the terms of such ISO (including
the means of exercising such ISO) if such alteration would constitute a
modification (within the meaning of Section 424(h)(3) of the Code). The
Committee, at the written request or with the written consent of any optionee,
may in its discretion take such actions as may be necessary to convert such
optionee's ISOs (or any installments or portions of installments thereof) that
have not been exercised on the date of conversion into Non-Qualified Options at
any time prior to the expiration of such ISOs, regardless of whether the
optionee is an employee of the Company or a Related Corporation at the time of
such conversion. Such actions may include, but shall not be limited to,
extending the exercise period or reducing the exercise price of the appropriate
installments of such ISOs.


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At the time of such conversion, the Committee (with the consent of the optionee)
may impose such conditions on the exercise of the resulting Non-Qualified
Options as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall
be deemed to give any optionee the right to have such optionee's ISOs converted
into Non-Qualified Options, and no such conversion shall occur until and unless
the Committee takes appropriate action. Upon the taking of such action, the
Company shall issue separate certificates to the optionee with respect to
Options that are Non-Qualified Options and Options that are ISOs.

         17.      Application Of Funds.  The proceeds received by the Company
from the sale of shares pursuant to Options granted and Purchases authorized
under the Plan shall be used for general corporate purposes.

         18.      Notice to Company of Disqualifying Disposition.  By accepting
an ISO granted under the Plan, each optionee agrees to notify the Company in
writing immediately after such optionee makes a Disqualifying Disposition (as
described in Sections 421, 422 and 424 of the Code and regulations thereunder)
of any stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

         19.      Withholding of Additional Income Taxes.  Upon the exercise of
a Non-Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to
an arm's-length transaction, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the transfer of a Non-Qualified
Stock Option, (iii) the grant of an Award, (iv) the making of a Purchase of
Common Stock for less than its fair market value, or (v) the vesting or
transferability of restricted stock or securities acquired by exercising an
Option, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the grantee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
grantee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such
withholding taxes.

         20.      Governmental Regulation.  The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information


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statements to employees and former employees that exercise ISOs under the Plan,
and the Company may be required to file tax information returns reporting the
income received by grantees of Options in connection with the Plan.

         21.      Governing Law.  The validity and construction of the Plan and
the instruments evidencing Stock Rights shall be governed by the laws of the
State of Delaware, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.



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