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                                                                   Exhibit 10.01


                               VISTACARE, INC.

                            1998 STOCK OPTION PLAN

                  AS AMENDED AND RESTATED NOVEMBER 11, 2002

1.     Purposes.

       (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to purchase stock of the Company.

       (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company or
its Affiliates, to secure and retain the services of new Employees, Directors
and Consultants, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.

       (c) The Company intends that the Options issued under the Plan shall, in
the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options or Nonstatutory Stock Options. All Options shall
be separately designated Incentive Stock Options or Nonstatutory Stock Options
at the time of grant, and in such form as issued pursuant to Section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.

2.     Definitions.

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

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

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

       (d) "Committee" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

       (e) "Common Stock" means the Company's Class A Common Stock, $.01 par
value per share.

       (f) "Company" means VistaCare, Inc.

       (g) "Consultant" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.

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       (h) "Continuous Status as an Employee, Director or Consultant" means that
the service of an individual to the Company, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The Board, in its sole discretion,
may determine whether Continuous Status as an Employee, Director or Consultant
shall be considered interrupted in the case of: (i) any leave of absence
approved by the Board, including sick leave, military leave, or any other
personal leave; or (ii) transfers between the Company, Affiliates or their
successors.

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

       (j) "Employee" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

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

       (l) "Fair Market Value" means, as of any date, the value of the Class A
Common Stock of the Company determined in good faith by the Board.

       (m) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

       (n) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

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

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

       (q) "Optionee" means an Employee, Director or Consultant who holds an
outstanding Option.

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

       (s) "Post-Termination Exercise Period" means the period of time
commencing on the date the Optionee's Continuous Status as an Employee, Director
or Consultant ceases and ending on the Termination Date.

       (t) "Termination Date" means the date three (3) months after the
termination of the Optionee's Continuous Status as an Employee, Director or
Consultant or such later or earlier date specified in or determined in
accordance with the Option Agreement prior to which an Option may be exercised.


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3.     Administration.

       (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

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

              (1) To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; whether an Option will be an Incentive Stock Option or a Nonstatutory
Stock Option; the provisions of each Option granted (which need not be
identical), including the time or times such Option may be exercised in whole or
in part; and the number of shares for which an Option shall be granted to each
such person.

              (2) 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.

              (3) To amend the Plan or an Option as provided in Section 11.

              (4) 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 the provisions of the Plan.

       (c) The Board may delegate administration of the Plan to any person or
persons (the "Committee"). If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board (and references in this Plan to the
Board shall thereafter be to the Committee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may abolish the Committee at any time
and revest in the Board the administration of the Plan.

       (d) In the event the Company registers any class of equity security
pursuant to Section 12 of the Exchange Act, the Board shall delegate
administration of the Plan to a Committee, as provided in subsection (c) above.
Each member of such Committee shall be an "outside director" within the meaning
of Section 162(m) of the Code. Such Committee, if so appointed, shall have the
powers theretofore possessed by the Board (and references in this Plan to the
Board shall thereafter be to such Committee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The foregoing notwithstanding, the Board may
abolish such Committee at any time and revest in the Board the administration of
the Plan.


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4.     Shares Subject to the Plan.

       (a) Subject to the provisions of Section 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate eight million (8,000,000) shares of the Company's Class
A Common Stock. 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 purchased under such Option shall revert to and again become available for
issuance under the Plan.

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

       (c) Any other provision of this Plan notwithstanding, in the event the
Company registers any class of equity security pursuant to Section 12 of the
Exchange Act, thereafter the number of shares of Common Stock for which Options
may be granted in any single fiscal year of the Company to any participant in
the Plan shall not exceed 1,500,000 shares (the "Individual Limit"). For
purposes of the foregoing limitation, if any Option is canceled, the canceled
Option shall continue to be counted against the Individual Limit. If after grant
the exercise price of an Option is modified, the transaction shall be treated as
the cancellation of the Option and the grant of a new Option; in any such case,
both the Option that is canceled and the Option deemed to be granted shall be
counted against the Individual Limit.

5.     Eligibility.

       (a) Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options may be granted only to Employees, Directors or
Consultants.

       (b) No person shall be eligible for the grant of an Incentive Stock
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any of
its Affiliates unless the exercise price of such Incentive Stock Option is at
least one hundred ten percent (110%) of the Fair market Value of such stock at
the date of grant and the Incentive Stock Option is not exercisable after the
expiration of five (5) years from the date of grant. To the extent required by
applicable law, the provisions of this subsection 5(b) shall also apply to the
grant of a Nonstatutory Stock Option granted to a ten percent (10%) stockholder
described in the preceding sentence.

6.     Option Provisions.

       Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but 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 ten (10)
years from the date it was granted.


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       (b) Price. The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair market Value on the date of
grant. The exercise price of each Nonstatutory Stock Option shall be as
determined by the Board at the time such Option is granted. Notwithstanding the
foregoing, the Board may grant an Incentive Stock Option with an exercise price
lower than that set forth above if such Option is granted as part of a
transaction to which section 424(a) of the Code applies.

       (c) Consideration. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other capital stock of the Company,
(B) according to a deferred payment or other arrangement (which may include,
without limiting the generality of the foregoing, the use of other capital stock
of the Company) with the person to whom the Option is granted or to whom the
Option is transferred pursuant to subsection 6(d) (but no deferred payment of
the Common Stock's par value may be made unless permitted by applicable law), or
(C) to the extent permitted by applicable law, by delivery to the Company of
irrevocable instructions to a broker to (i) either sell the shares subject to
the option being exercised or hold such shares as collateral for a margin loan
and (ii) promptly deliver to the Company the amount of the sale or loan proceeds
required to pay the exercise price; or (D) in any other form of legal
consideration that may be acceptable to the Board.

       In the case of any deferred payment arrangement, interest shall be
payable 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 not be transferable except by will
or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person. The
person to whom the Option is granted may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in
the event of the death of the Optionee, shall thereafter be entitled to exercise
the Option.

       (e) Vesting. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or period as to which the Option became vested but was not fully exercised.
The Option may be subject to such other terms and conditions on the time or
times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate. The provisions of this subsection
6(e) are subject to any Option provisions governing the minimum number of shares
as to which an Option may be exercised.

       (f) Securities Law Compliance. The Company may require any Optionee, or
any person to whom an Option is transferred under subjection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's


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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 (2) to give
written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Option for such person'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 (i) the issuance of the shares upon the exercise of the
Option has been registered under a then currently effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii) 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 require the Optionee to provide
such other representations, written assurances or information which the Company
shall determine is necessary, desirable or appropriate to comply with applicable
securities and other laws as a condition of granting an Option to such Optionee
or permitting the Optionee to exercise such Option. 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 stock.

       (g) Termination of Continuous Status as an Employee, Director or
Consultant. In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates (other than upon the Optionee's death or
disability), the Optionee may exercise his or her Option (to the extent that the
Optionee 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 Termination Date, or
(ii) the expiration date of the Option as set forth in the Option Agreement (the
"Expiration Date"). If, after termination, the Optionee does not exercise his or
her Option within the time specified in the Option Agreement, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

       An Optionee's Option Agreement may also provide that if the exercise of
the Option following the termination of the Optionee's Continuous Status as an
Employee, Director or Consultant (other than upon the Optionee's death or
disability) and prior to the Termination Date would be prohibited at any time
solely because the issuance of shares would violate the registration
requirements under the Securities Act, the Termination Date shall be extended to
such date that would allow the Option to be exercisable without violation of
such restriction requirements for an aggregate period equal to the
Post-Termination Expiration Period (but in no event after the Expiration Date).

       (h) Disability of Optionee. In the event an Optionee's Continuous Status
as an Employee, Director or Consultant terminates as a result of the Optionee's
total and permanent disability (as determined by the Board in its sole
discretion), the Optionee may exercise his or her Option (to the extent that the
Optionee 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 Expiration Date, or
(ii) the date that is the one-year anniversary of the termination of the
Optionee's Continuous Status as an Employee, Director or Consultant. If, after
termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the


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shares covered by such Option shall revert to and again become available for
issuance under the Plan.

       (i) Death of Optionee. In the event of the death of an Optionee during,
or within a period specified in the Option Agreement after the termination of,
the Optionee's Continuous Status as an Employee, Director or Consultant, the
Option may be exercised by the Optionee's estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated
to exercise the option upon the Optionee's death pursuant to subsection 6(d),
(to the extent that the Optionee 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 Expiration Date, or (ii) the date that is the one-year anniversary of the
termination of the Optionee's Continuous Status as an Employee, Director or
Consultant. If, after the Optionee's death, the Option is not exercised within
the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.

       (j) Right of Repurchase. The Option may, but need not, include a
provision whereby the Company may elect to repurchase all or any part of the
shares issued upon exercise of the Option in the event the Optionee's Continuous
Status as an Employee, Director or Consultant terminates. The Option may, but
need not, provide for a difference in the repurchase price if such termination
is for cause (as determined by the Company in its sole discretion).

       (k) Right of First Refusal. The Option may, but need not, include a
provision whereby the Company may elect, prior to the date of the first
registration of an equity security of the Company under Section 12 of the
Exchange Act, to exercise a right of first refusal following receipt of notice
from the Optionee of the intent to transfer all or any part of the shares issued
upon the exercise of the Option. Such right of first refusal must be exercised
by the Company no more than thirty (30) days following receipt of notice of the
Optionee's intent to transfer shares and must be exercised as to all the shares
the Optionee intends to transfer unless the Optionee consents to exercise for
less than all the shares offered. The purchase of the shares following exercise
must be completed within sixty (60) days of the Company's receipt of notice of
the Optionee's intent to transfer shares or such longer period of time as has
been offered by the person to whom the Optionee intends to transfer the shares.

       (l) Withholding. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following means
or by a combination of such means: (1) tendering a cash payment; (2) authorizing
the Company to withhold shares from the shares of the Class A Common Stock
otherwise issuable to the Optionee as a result of the exercise of the Option; or
(3) delivering to the Company owned and unencumbered shares of the capital stock
of the Company.

       (m) Agreement Not to Compete. The Option may, but need not, provide that
at any time that the Optionee serves as an employee, officer, director or
consultant of the Company and for a period of one year after the termination
such service for any reason, the Optionee may not directly or indirectly,
individually or as a consultant to, or employee, officer, director, stockholder,
partner or other owner or participant in any business entity, whether for profit
or not-for-profit, other than the Company, engage in or assist any other person
to engage in any


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business in which the Company is engaging or in which the Company plans to
engage at the time of such Optionee's termination, including but not limited to
the provision of hospice related services, anywhere in the United States of
America. If the Optionee violates such agreement not to compete, the Option
shall terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

7.     Covenants of the Company.

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

       (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction of the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Options; provided, however,
that this undertaking shall not require the Company to register under the
Securities Act either 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.

8.     Use of Proceeds from Stock.

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

9.     Miscellaneous.

       (a) The Board shall have the power to accelerate the time at which an
Option may first be exercised or the time during which an Option or any part
thereof will vest pursuant to subsection 6(e), notwithstanding the provisions in
the Option stating the time at which it may first be exercised or the time
during which it will vest.

       (b) Neither an Optionee nor any person to whom an Option is transferred
under subsection 6(d) 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 person has satisfied all requirements for exercise of the Option
pursuant to its terms.

       (c) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee, Director, Consultant or
Optionee any right to continue in the employ of the Company or any Affiliate (or
to continue acting as a Director or Consultant) or shall affect the right of the
Company or any Affiliate to terminate the employment of any Employee with or
without cause, the right of the Board and/or the Company's shareholders to
remove any Director pursuant to the terms of the Company's shareholders to
remove any Director pursuant to the terms of the Company's By-Laws and
applicable law, or the right to terminate the relationship of any Consultant
pursuant to the terms of such Consultant's agreement with the Company or
Affiliate.


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       (d) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.

       (e) The Board shall have the authority to effect, at any time and from
time to time (i) the repricing of any outstanding Options under the Plan, (ii)
with the consent of the affected holders of Options, the conversion of any
Incentive Stock Options to Nonstatutory Stock Options (a "Conversion") and, in
connection with any such Conversion, an extension of the Expiration Date of any
or all of the affected Options, and/or (iii) with the consent of the affected
holders of Options, the cancellation of any outstanding Options and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of Common Stock, but having an exercise price per
share not less than one hundred percent (100%) of the Fair Market Value in the
case of an Incentive Stock Option or, in the case of a ten percent (10%)
stockholder (as defined in subsection 5(b), not less than one hundred and ten
percent (110%) of the Fair Market Value) per share of Common Stock on the new
grant date. Notwithstanding the foregoing, the Board may grant an Incentive
Stock Option with an exercise price lower than that set forth above if such
Option is granted as part of a transaction to which section 424(c) of the Code
applies. If the Board elects to effect a Conversion and the holder of the
affected Options consents thereto, the Company shall enter into such agreements
with such holder (including without limitation, a Nonstatutory Stock Option
Agreement reflecting the terms of such affected Options) as the Board deems
necessary and appropriate.

10.    Adjustments Upon Changes in Stock.

       (a) If any change is made in the stock subject to the Plan, or subject to
any Option (through merger, consolidation, reorganization, reincorporation,
recapitalization, 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 shares subject to the Plan pursuant to
subsection 4(a), and the outstanding Options will be appropriately adjusted in
the class(es) and number of shares and price per share of stock subject to such
outstanding Options. Such adjustments shall be made by the Board, the
determination of which shall be final, binding and conclusive.

       (b) In the event of: (1) a dissolution, liquidation, or sale of all or
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
Common Stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or (4) the 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 any Affiliate of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the


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Company representing at least fifty percent (50%) of the combined voting power
entitled to vote in the election of directors, then to the extent permitted by
applicable law: (i) any surviving or acquiring corporation shall assume any
Options outstanding under the Plan or shall substitute similar Options
(including an option to acquire the same consideration paid to the stockholders
in the transaction described in this subsection 10(b)) for those outstanding
under the Plan, or (ii) such Options shall continue in full force and effect. In
the event any surviving or acquiring corporation refuses to assume such Options,
or to substitute similar options for those outstanding under the Plan, then,
with respect to Options held by persons then performing services as Employees,
Directors or Consultants, the time during which such Options may be exercised
shall be accelerated prior to such event and the Options terminated if not
exercised after such acceleration and at or prior to such event.

11.    Amendment of the Plan and Options.

       (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 10 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment where the amendment requires stockholder approval in order for the
Plan to satisfy the requirements of Section 422 of the Code (including an
increase in the number of shares reserved for issuance under the Plan).

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

       (c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide Optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted under it into
compliance therewith.

       (d) Rights and obligations 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 person to whom the Option was granted and
(ii) such person consents in writing.

       (e) 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 and obligations
under any Option shall not be impaired by any such amendment unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.

12.    Termination or Suspension of the Plan.

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


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       (b) Rights and obligations under any Option granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except
with the written consent of the person to whom the Option was granted.

13.    Effective Date of Plan.

       The Plan shall become effective as determined by the Board, but no
Options granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.

       The Plan was adopted by the Board on July 17, 1998.


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