Exhibit 10.4


              CONSOLIDATED FREIGHTWAYS CORPORATION

            NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


1.   Purposes.

      (a)   Eligible Option Recipients.  The persons eligible  to
receive Options are the Non-Employee Directors of the Company.

      (b)   Available  Options.  The purpose of the  Plan  is  to
provide  a  means by which Non-Employee Directors' interests  are
more  closely  aligned  with those of  the  stockholders  of  the
Company  by  giving  Non-Employee  Directors  an  opportunity  to
benefits from increases in value of the Common Stock through  the
granting of Nonstatutory Stock Options.

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

2.   Definitions.

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

      (b)   "Annual  Meeting"  means the annual  meeting  of  the
stockholders of the Company.

     (c)  "Basic Grant" means an Option granted to a Non-Employee
Director who meets the specified criteria pursuant to subsections
6(a) or 6(b) of the Plan.

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

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

     (f)  "Common Stock" means the common stock of the Company.

       (g)    "Company"   means   the  Consolidated   Freightways
Corporation, a Delaware corporation.

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

      (i)   "Continuous  Service" means that  the  Optionholder's
service with the Company or an Affiliate, whether as an Employee,
Director  or  Consultant, is not interrupted or terminated.   The
Optionholder's  Continuous Service shall not be  deemed  to  have
terminated  merely because of a change in the capacity  in  which
the  Optionholder renders service to the Company or an  Affiliate
as  an Employee, Director or Consultant or a change in the entity
for  which  the Optionholder renders such service, provided  that
there  is  not  interruption or termination of the Optionholder's
Continuous Service.  For example, a change in status from a  Non-
Employee  Director of the Company to a Consultant of an Affiliate
or an Employee of the Company will not constitute an interruption
of  Continuous Service.  The Board or chief executive officer  of
the  Company,  in  that  party's sole discretion,  may  determine
whether Continuous Service shall be considered interrupted in the
case  of  any leave of absence approved by that party,  including
sick leave, military leave or any other personal leave.

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

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

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

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

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

           (ii)  In  the absence of such markets for  the  Common
Stock, the Fair Market Value shall be determined in good faith by
the Board.

      (n)  "Non-Employee Director" means a Director who is not an
Employee or Consultant.

      (o)   "Nonstatutory  Stock  Option"  means  an  Option  not
intended  to  qualify  as an incentive stock  option  within  the
meaning   of   Section  422  of  the  Code  and  the  regulations
promulgated thereunder.


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

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

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

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

     (t)   "Plan" means this Consolidated Freightways Corporation
1999 Non-Employee Directors' Stock Option Plan.

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

     (v)   "Securities Act" means the Securities Act of 1933,  as
amended.

     (w)   "Special  Grant" means an Option  granted  to  a  Non-
Employee  Director who meets the specified criteria  pursuant  to
subsection 6(b) of the Plan.

3.   Administration.

      (a)   Administration by Board.  The Board shall  administer
the Plan.  The Board may delegate administration of the Plan to a
committee of the Board comprised of one or more Directors.

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

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

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

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

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



4.   Shares Subject to the Plan.

     (a)  Share Reserve.  Subject to the provisions of Section 11
relating to adjustments upon changes in stock, the stock that may
be  issued  pursuant to Options shall not exceed in the aggregate
two hundred fifty thousand (250,000) shares of Common Stock.

      (b)   Reversion  of Shares to the Share  Reserve.   If  any
Option  shall  for any reason expire or otherwise  terminate,  in
whole  or  in  part, without having been exercised in  full,  the
stock  not  acquired under such Option shall revert to and  again
become available for issuance under the Plan.

     (c)  Source of Shares.  The stock subject to the Plan may be
unissued  shares or reacquired shares, bought on  the  market  or
otherwise.

5.   Eligibility.

      Nondiscretionary Options as set forth in section 6 shall be
granted under the Plan to all Non-Employee Directors.

6.   Non-Discretionary Grants.

      Option  Grants.  Without any further action of  the  Board,
each Non-Employee Director shall be granted the following Options
(if  such Non-Employee Director is then serving as a Non-Employee
Director on the date of grant of such Option):

      (a)   On May 11, 1999, the date following the May 10,  1999
Annual  Meeting, each person who is then a Non-Employee  Director
shall  automatically be granted a Basic Grant to purchase  twenty
five  thousand (25,000) shares of Common Stock on the  terms  and
conditions  set  forth herein.  If, on that date, a  Non-Employee
Director  is  also  serving as Chairman of the Board,  that  Non-
Employee  Director  shall instead be granted  a  Basic  Grant  to
purchase  fifty thousand (50,000) shares of Common Stock  on  the
terms and conditions set forth herein.

      (b)   After  May 10, 1999, each person who  is  elected  or
appointed  for  the  first  time to be  a  Non-Employee  Director
automatically  shall,  upon the day following  the  first  Annual
Meeting  following  the  Non-Employee Director's  appointment  or
election,  be  granted  a  Basic Grant  to  purchase  twenty-five
thousand  (25,000)  shares  of  Common  Stock  multiplied  by   a
fraction,  the  numerator of which is  that  number  of  full  or
partial  months  left from the date of the grant  of  such  Basic
Grant,  until December 31, 2003 and the denominator of  which  is
forty  eight  (48).  In no event shall this fraction  exceed  one
(1).   In  addition,  a special grant of three  thousand  (3,000)
shares of Common Stock ("Special Grant") shall be made to  a  new
Non-Employee Director as an inducement to join the Board.

      (c)  In addition to the Basic Grant described in subsection
6(b)  and  the Special Grant, a person who first becomes  a  Non-
Employee Director after May 10, 1999 shall receive a supplemental
Option  on  the day following the first Annual meeting  following
the Non-Employee Director's appointment or election in the amount
of   twenty-five  thousand  (25,000)  shares  of   Common   Stock
multiplied  by a fraction, the numerator of which  shall  be  the
number  of full months after January 1, 2000, which such Director
has  served  between his or her appointment or election  and  the
beginning  of  the  month  in  which  the  first  Annual  Meeting
following  his  or her appointment or election is  held  and  the
denominator of which is forty eight.

      (d)   No  Option shall be granted to purchase a  fractional
share  of Common Stock.  Any calculations made under this Section
6 which would otherwise result in the grant of a fractional share
shall   be  rounded  to  the  nearest  whole  share  (any  result
containing  half a share shall be rounded up to the  next  higher
number of whole shares).

7.   Option Provisions.

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

      (a)   Term.   No  Option  shall be  exercisable  after  the
expiration of five (5) years from the date it was granted.

      (b)   Exercise  Price.  The exercise price of  each  Option
shall  be one hundred percent (100%) of the Fair Market Value  of
the  stock  subject  to  the Option on the  date  the  Option  is
granted.  Notwithstanding the foregoing, an Option may be granted
with an exercise price lower than that set forth in the preceding
sentence  if such Option is granted pursuant to an assumption  or
substitution  for  another  option in  a  manner  satisfying  the
provisions of Section 424(a) of the Code.

      (c)   Consideration.   The  purchase  price  of  the  stock
acquired  pursuant  to  an Option may  be  paid,  to  the  extent
permitted  by  applicable  statutes  and  regulations,   in   any
combination of (i) cash or check, (ii) delivery to the Company of
other Common Stock, (iii) deferred payment or (iv) any other form
of  legal  consideration that may be acceptable to the Board  and
provided in the Option Agreement; provided, however, that at  any
time that the Company is incorporated in Delaware, payment of the
Common  Stock's  "par  value",  as defined  in  Delaware  General
Corporation Law, shall not be made by deferred payment.

      In  the  case of any deferred payment arrangement, interest
shall be compounded at least annually and shall be charged at the
minimum  rate  of  interest necessary to avoid the  treatment  as
interest,  under any applicable provisions of the  Code,  of  any
amounts  other  than  amounts stated to  be  interest  under  the
deferred payment arrangement.

      (d)   Transferability.  An Option shall be transferable  to
the  extent provided in the option agreement.  If the Option does
not  provide  for transferability, then the Option shall  not  be
transferable  except  by  will or by  the  laws  of  descent  and
distribution and shall be exercisable during the lifetime of  the
Director  only  by the Director.  Notwithstanding  the  foregoing
provisions  of   this  subsection  7(d),  the  Director  may,  by
delivering  written notice to the Company, in a form satisfactory
to  the Company, designate a third party who, in the event of the
death of a Director, shall thereafter be entitled to exercise the
Option.

      (e)   Vesting  Generally.  Options shall  vest  and  become
exercisable as follows:

           (i)   Basic Grants described in subsection 6(a)  shall
provide  for vesting monthly on a pro-rata basis over a  48-month
period,  beginning on January 1, 2000 and ending on December  31,
2003.   Therefore, the first installment of monthly  vesting  for
such  a  Basic Grant would occur on January 31, 2000.   For  Non-
Employee  Directors elected or appointed after the May  10,  1999
Annual Meeting, monthly pro-rata vesting shall begin on the  last
day  of  the  month following the first Annual Meeting  following
such  Non-Employee Director's appointment or election and end  on
December 31, 2003.

           (ii)  Special Grants described in subsection 6(b)  and
supplemental Options described in subsection 6(c) shall  vest  in
their entirety one year after the date of the grant.

      (f)   Termination of Continuous Service.  In the  event  an
Optionholder's  Continuous  Service  terminates  for  any  reason
(including  as a result of death or disability), the Optionholder
(or his or her successor in interest) may exercise the Option (to
the  extent that the Optionholder was entitled to exercise it  as
of  the date of termination), but only within such period of time
ending  on  the earlier of (i) the date twenty-four  (24)  months
following   the  termination  of  the  Optionholder's  Continuous
Service, or (ii) the expiration of the term of the Option as  set
forth  in  the  Option  Agreement.  If,  after  termination,  the
Optionholder  (or  his  or her successor in  interest)  does  not
exercise  the  Option  within the time specified  in  the  Option
Agreement, the Option shall terminate.

      (g)  Extension of Termination Date.  If the exercise of the
Option following the termination of the Optionholder's Continuous
Service  would  be  prohibited at any  time  solely  because  the
issuance  of  shares would violate the registration  requirements
under the Securities Act, then the Option shall terminate on  the
earlier of (i) the expiration of the term of the Option set forth
in  subsection 7(a) or (ii) the expiration of a period  of  three
(3) months after the termination of the Optionholder's Continuous
Service during which the exercise of the Option would not  be  in
violation of such registration requirements, but in any event  no
earlier  than  the  Option  would otherwise  have  expired  under
subsection 7(f).

8.   Covenants of the Company.

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

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

9.   Use of Proceeds from Stock.

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

10.  Miscellaneous.

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

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

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


      (d)  Withholding Obligations.  The Optionholder may satisfy
any  federal, state or local tax withholding obligation  relating
to the exercise or acquisition of stock under an Option by any of
the  following  means  (in addition to  the  Company's  right  to
withhold  from any compensation paid to the Optionholder  by  the
Company) or by a combination of such means:  (i) tendering a cash
payment; (ii) authorizing the Company to withhold shares from the
shares of the Common Stock otherwise issuable to the Optionholder
as  a  result of the exercise or acquisition of stock  under  the
Option;  or (iii) delivering to the Company owed and unencumbered
shares of the Common Stock.

11.  Adjustments upon Changes in Stock.

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

      (b)   Change in Control.  In the event of (i) a dissolution
or   liquidation  of  the  Company,  (ii)  a  sale  of   all   or
substantially all of the assets of the Company, (iii) a merger or
consolidation   in  which  the  Company  is  not  the   surviving
corporation,  (iv) a reverse merger in which the Company  is  the
surviving  corporation but the shares of Common Stock outstanding
immediately preceding the merger are converted by virtue  of  the
merger  into  other property, whether in the form of  securities,
cash  or  otherwise,  and  in any of the  above  cases  in  which
beneficial ownership of securities of the Company representing at
least  fifty percent (50%) of the combined voting power  entitled
to  vote  in  the  election  of directors  has  changes,  (v)  an
acquisition by any person, entity or group within the meaning  of
Section  13(d)  or 14(d) of the Exchange Act, or  any  comparable
successor  provisions (excluding any employee  benefit  plan,  or
related  trust,  sponsored or maintained by  the  Company  or  an
Affiliate)  of  the beneficial ownership (within the  meaning  of
Rule  13d-3  promulgated  under the Exchange  Act  or  comparable
successor  rule)  of  securities of the Company  representing  at
least  fifty percent (50%) of the combined voting power  entitled
to   vote  in  the  election  of  directors,  or  (vi)  that  the
individuals who, as of the date of the adoption of this Plan, are
members  of  the  Board (the "Incumbent Board"),  cease  for  any
reason  to constitute at least fifty percent (50%) of the  Board,
(if  the  election, or nomination for election, by the  Company's
stockholders  of any new director was approved by a  vote  of  at
least  fifty  percent  (50%)  of the Incumbent  Board,  such  new
director shall be considered as a member of the Incumbent Board),
any  one  of which events shall constitute a "Change in Control",
then  any  surviving corporation or acquiring  corporation  shall
assume  any Options outstanding under the Plan or shall  continue
or substitute similar options (including an option to acquire the
same  consideration paid to the stockholders in the  transaction)
for  those outstanding under the Plan. In the event any surviving
corporation  or  acquiring corporation  refuses  to  assume  such
options  or to continue or substitute similar Options outstanding
under  the  Plan, then with respect to Options held by  Directors
whose Continuous Service has not terminated, the vesting of  such
Options  (and, if applicable, the time during which such  Options
may  be  exercised) shall be accelerated in full, and the Options
shall  terminate  if  not  exercised  (if  applicable)  at  or  a
reasonable  time following such event as shall be  determined  by
the Board.

      (c)   Termination of Continuous Service upon  a  Change  in
Control.   If  a  Director's  Continuous  Service  is  terminated
involuntarily without cause (other than as a result of  death  of
disability)  within twenty-four (24) months after the  occurrence
of  a  Change in Control, then any Options held by such  Director
shall immediately become fully vested and exercisable.

12.  Amendment of the Plan and Options.

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

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

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

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

13.  Termination or Suspension of the Plan.

     (a)  Plan Term.  The Board may suspend or terminate the Plan
at  any time.  Unless sooner terminated, the Plan shall terminate
on  December 31, 2003.  No Options may be granted under the  Plan
while the Plan is suspended or after it is terminated.

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



14.  Effective Date of Plan.

      The  Plan shall become effective on May 10, 1999, the  date
the Plan is adopted by the stockholders of the Company.

15.  Choice of Law.

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





              Consolidated Freightways Corporation



            Non-Employee Directors' Stock Option Plan



                     Stock Option Agreement




     Pursuant to the Stock Option Grant Notice ("Grant Notice")
and this Stock Option Agreement, Consolidated Freightways
Corporation (the "Company") has granted you an option under its
Non-Employee Directors' Stock Option Plan (the "Plan") to
purchase the number of shares of the Company's Common Stock
indicated in the Grant Notice at the exercise price indicated in
the Grant Notice.  Defined terms not defined in this Stock Option
Agreement but defined in the Plan shall have the same definitions
as in the Plan.

     The details of your option are as follows:

     1.   Vesting.  Subject to the limitations contained herein,
your option will vest as provided in the Grant Notice, provided
that vesting will cease upon the termination of your Continuous
Service.

      2.    Number of Shares and Exercise Price.  The  number  of
shares  subject to your option and your exercise price per  share
referred to in the Grant Notice may be adjusted from time to time
for  capitalization adjustments, as provided in Section 11 of the
Plan.

     3.    Method of Payment.  Payment of the exercise  price  is
due in full upon exercise of all or any part of your option.  You
may  elect  to make payment of the exercise price in cash  or  by
check or by delivery to the Company of other Common Stock.

     4.   Whole Shares.  Your option may only be exercised for
whole shares.

     5.   Securities Law Compliance.  Notwithstanding anything to
the contrary herein, your option may not be exercised unless the
shares issuable upon exercise of your option are then registered
under the Securities Act or, if such shares are not then so
registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of
the Securities Act.  The exercise of your option must also comply
with other applicable laws and regulations governing the option,
and the option may not be exercised if the Company determines
that the exercise would not be in material compliance with such
laws and regulations.

     6.   Term.  The term of your option commences on the Date of
          Grant and expires upon the earliest of the following:

          (a)     immediately upon termination of your Continuous
          Service for cause:

          (b)   twenty-four (24) months following termination  of
     your Continuous Service; or

           (c) the fifth (5th) anniversary of the Date of Grant.

     7.   Exercise.   You may exercise the vested portion of your
option during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price
to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together
with such additional documents as the Company may then require.


     8.   Transferability.  Your option is not transferable,
except by will or by the laws of descent and distribution, and is
exercisable during your life only by you.  Notwithstanding by
delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event
of your death, shall thereafter be entitled to exercise your
option.

     9.   Change in Control.

          (a)  In the event of (i) a dissolution or liquidation of the
Company, (ii) a sale of all or substantially all of the assets of
the Company, (iii) a merger or consolidation in which the Company
is  not the surviving corporation, (iv) a reverse merger in which
the Company is the surviving corporation but the shares of Common
Stock  outstanding immediately preceding the merger are converted
by  virtue of the merger into other property, whether in the form
of  securities,  cash  or  otherwise,  and  in  which  beneficial
ownership  of  securities of the Company  representing  at  least
fifty percent (50%) of the combined voting power entitled to vote
in  the election of directors has changed, (v) an acquisition  by
any  person, entity or group within the meaning of Section  13(d)
or  14(d)  of  the  Exchange  Act, or  any  comparable  successor
provisions  (excluding  any employee  benefit  plan,  or  related
trust, sponsored or maintained by the Company or an Affiliate) of
the  beneficial  ownership  (within the  meaning  of  Rule  13d-3
promulgated under the Exchange Act, or comparable successor rule)
of  securities of the Company representing at least fifty percent
(50%)  of  the  combined voting power entitled  to  vote  in  the
election  of directors, or (vi) that the individuals who,  as  of
the  date of the adoption of this Plan, are members of the  Board
(the  "Incumbent Board"), cease for any reason to  constitute  at
least  fifty  percent (50%) of the Board, (if  the  election,  or
nomination for election, by the Company's stockholders of any new
director  was approved by a vote of at least fifty percent  (50%)
of  the Incumbent Board, such new director shall be considered as
a  member of the Incumbent Board), any one of which events  shall
constitute  a "Change in Control", then any surviving corporation
or  acquiring  corporation shall assume any  options  outstanding
under   the  Plan  or  shall  substitute  similar  stock   awards
(including an award to acquire the same consideration paid to the
stockholders in the transaction) for those outstanding under  the
Plan.   In  the  event  any  surviving corporation  or  acquiring
corporation  refuses  to  assume such options  or  to  substitute
similar  stock awards for those outstanding under the Plan,  then
with  respect  to options held by Optionholders whose  Continuous
Service has not terminated, the vesting of such options (and  the
time  during  which  such  options may  be  exercised)  shall  be
accelerated  in  full,  and the options shall  terminate  if  not
exercised (if applicable) at or a reasonable time following  such
event as shall be determined by the Board.

          (b)  If an Optionholder's Continuous Service is terminated
involuntarily without cause (other than  by death or  disability)
within  twenty-four (24) months after the occurrence of a  Change
in  Control,  then  any options held by such  Optionholder  shall
immediately become fully vested and exercisable.

     10.  Option not a Service Contract.  Your option is not an
employment or service contract, and nothing in your option shall
be deemed to create in any way whatsoever any obligation on your
part to continue the employ or service of the Company. In
addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors,
Officers or Employees to continue any relationship that you might
have as a Director, Employee or Consultant for the Company or an
Affiliate.




     11.  Withholding Obligations.

          (a)  At the time your option is exercised, in whole or
in part, or at any time thereafter as requested by the Company,
you agree to pay the Company any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of
the Company or an Affiliate, if any, which arise in connection
with your option.

          (b)  Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any
applicable conditions or restrictions of law, the Company may
withhold from fully vested shares of Common Stock otherwise
issuable to you upon the exercise of your option a number of
whole shares having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum
amount of tax required to be withheld by law. Any adverse
consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.

          (c)  Your option is not exercisable unless the tax
withholding obligations of the Company and/or any Affiliate, if
any, are satisfied.  Accordingly, you may not be able to exercise
your option when desired even though your option is vested, and
the Company shall have no obligation to issue a certificate for
such shares or release such shares from any escrow provided for
herein.

     12.  Notices.  Any notices provided for in your option or
the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the
last address you provided to the Company.

     13.  Governing Plan Document.  Your option is subject to all
the provisions of the Plan, the provisions of which are hereby
made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan.  In
the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.