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                        AMERICAN TECHNICAL CERAMICS CORP.
                            2000 INCENTIVE STOCK PLAN

         1. Purpose. The purpose of the American Technical Ceramics Corp. 2000
Incentive Stock Plan (this "Plan") is to provide a means whereby selected
employees, officers, directors, agents, consultants and independent contractors
of American Technical Ceramics Corp. (the "Company"), or of any parent or
subsidiary thereof (as defined below and referred to hereinafter as "Related
Corporations"), may be granted stock options and/or stock awards in order to
attract and retain the services or advice of such employees, officers,
directors, agents, consultants and independent contractors and to provide added
incentive to them by encouraging stock ownership in the Company.

         As used herein, when referring to a subsidiary corporation or other
entity, the term "Related Corporation" shall mean any corporation (other than
the Company) or other entity in an unbroken chain of corporations ending with
the Company if, at the time of the granting of the option or stock award,
another corporation or entity in such chain (including the Company) owns 50% or
more of the total combined voting power of all of such corporation's or entity's
classes of stock or other interests. When referring to a parent corporation or
other entity, the term "Related Corporation" shall mean any corporation or other
entity in an unbroken chain of corporations or other entities ending with the
Company if, at the time of the granting of the option or stock award, each of
the corporations or other entities other than the Company owns stock or other
interests possessing 50% or more of the total combined voting power of all
classes of stock or other interests in one of the other corporations or other
entities in such chain.

         2. Stock Subject to This Plan. The stock subject to this Plan shall be
the Company's common stock, par value $.01 per share (the "Common Stock"),
presently authorized but unissued or held in the Company's Treasury or
subsequently acquired by the Company. Subject to adjustment as provided in
Section 7 hereof, the aggregate amount of Common Stock to be delivered upon the
exercise of all options granted under this Plan or as stock awards shall not
exceed 600,000 shares as such Common Stock was constituted on the effective date
of this Plan. If any option granted under this Plan shall expire, be
surrendered, exchanged for another option, canceled or terminated for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall thereupon again be available for purposes of this Plan, including for
replacement options or stock awards which may be granted in exchange for such
surrendered, canceled or terminated options. If any stock award granted under
this Plan shall be forfeited because such stock award had not vested prior to a
holder's termination of his or her employment, or for any other reason, the
forfeited shares subject thereto shall thereupon again be available for purposes
of this Plan, including for replacement options or stock awards.

         3. Administration.

                  3.1. Plan Administration. This Plan shall be administered by
the Board of Directors of the Company (the "Board"), except to the extent the
Board delegates its authority to a committee of the Board to administer this
Plan. The administrator of this Plan shall hereinafter be referred to as the
"Plan Administrator."

                  3.2. Authority. Except for the terms and conditions explicitly
set forth in this Plan, the Plan Administrator shall have the authority, in its
discretion, to determine all matters relating to the options and stock awards to
be granted under this Plan, including selection of the individuals to be granted
options and/or stock awards, the number of shares to be subject to each option
or stock award, the exercise price of each option, the consideration, if any, to
be paid in respect of each stock award, and all other terms and conditions of
options and stock awards, including the designation of options as incentive
stock options or nonqualified stock options. Grants under this Plan need not be
identical in any respect, even when made simultaneously. The interpretation and
construction by the Plan Administrator of any terms or provisions of this Plan
or any option or stock award issued hereunder, or of any rule or regulation
promulgated in connection herewith, shall be conclusive and binding on all
interested parties, so long as such interpretations and construction with
respect to incentive stock options correspond to the requirements of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder.

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                  3.3. Meetings; Action. The Plan Administrator may hold
meetings at such times and places as it shall determine. The acts of a majority
of the members of the Plan Administrator present at meetings at which a quorum
exists, or acts reduced to or approved in writing by all Plan Administrator
members, shall be valid acts of the Plan Administrator.

                  3.4. Section 16(b) Compliance and Bifurcation of Plan.

                       3.4.1. It is the intention of the Company that this Plan
comply in all respects with Section 16(b) and Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"), to the extent applicable, and, if any
Plan provision is later found not to be in compliance with such Section or Rule,
as the case may be, the provision shall be deemed null and void, and in all
events the Plan shall be construed in favor of its meeting the requirements of
Section 16(b) and Rule 16b-3 under the Exchange Act. Notwithstanding anything in
this Plan to the contrary, the Board, in its absolute discretion, may bifurcate
this Plan so as to restrict, limit or condition the use of any provision of this
Plan to participants who are officers and directors or other persons subject to
Section 16(b) of the Exchange Act without so restricting, limiting or
conditioning this Plan with respect to other participants.

                       3.4.2. For so long as the Company's common stock subject
to this Plan is registered under Section 12 of the Exchange Act, no option or
stock award shall be granted to a director or officer (subject to Section 16 of
the Exchange Act) of the Company by the Board unless (i) approved in advance by
the Board or the Plan Administrator in accordance with the provisions of Rule
16b-3(d)(1) under the Exchange Act (where the Plan Administrator, if not the
entire Board, is a committee of the Board composed solely of two or more
non-employee directors who satisfy the requirements of Rule 16b-3(b)(3) under
the Exchange Act), (ii) approved in advance, or subsequently ratified, by the
stockholders in accordance with the provisions of Rule 16b-3(d)(2) under the
Exchange Act, or (iii) absent approval as provided in clause (i) or (ii) above,
no officer or director of the Company may sell shares received upon the exercise
of an option or as a stock award during the six month period immediately
following the grant of such option or stock award.

         4. Eligibility. An incentive stock option may be granted only to any
individual who, at the time the option is granted, is an employee of the Company
or any Related Corporation. A nonqualified stock option and a stock award may be
granted to any director, employee, officer, agent, consultant or independent
contractor of the Company or any Related Corporation, whether an individual or
an entity. Any party to whom an option is granted under this Plan shall be
referred to hereinafter as an "Optionee". Any party to whom a stock award is
granted under this Plan shall be referred to hereinafter as an "Awardee".

         5. Options.

                  5.1. Terms and Conditions of Options. Options granted under
this Plan may be either "incentive stock options," as defined in Section 422 of
the Code, or non-qualified stock options. Options granted under this Plan shall
be evidenced by written agreements which shall contain such terms, conditions,
limitations and restrictions as the Plan Administrator shall deem advisable and
which are not inconsistent with this Plan (each such agreement being referred to
hereinafter as an "Option Agreement").

                  5.2. Number of Shares; Exercise and Price.

                       5.2.1. The maximum number of shares that may be purchased
pursuant to the exercise of each option and the price per share at which such
option is exercisable (the "exercise price") shall be as established by the Plan
Administrator, provided that, in the case of an incentive stock option, the
exercise price shall not be less than the Fair Market Value (as defined in
Section 5.2(b)) per share of the Common Stock at the time the option is granted,
and except that, with respect to incentive stock options granted to 10%
Stockholders (as defined in Section 5.4(a)), the exercise price shall be as
required by Section 5.4. In the case of a nonqualified stock option, the
exercise price shall not be less than the par value per share of the Common
Stock.

                       5.2.2. For purposes of this Plan, the "Fair Market Value"
per share of the Common Stock shall mean the last reported sales price, regular
way, of the Common Stock on the date of the grant of the


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option or stock award or on the date of the exercise of an option or date of
vesting of a stock award, as the case may be (or, if no sale takes place on any
such day, the closing bid price of the Common Stock on such day), on the
principal securities exchange or stock market (including the National
Association of Securities Dealers, Inc. (the "NASD's") National Market System or
Small Cap Market) on which the Common Stock is admitted or listed for trading,
or, if the Common Stock is not listed on any such exchange or stock market on
any such day, the highest reported bid price for the Common Stock as furnished
by the NASD through NASDAQ, or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common Stock is not listed for trading on
an exchange or stock market and is not quoted on NASDAQ or any similar
organization on any such day, the fair value of a share of Common Stock on such
day as determined by the Plan Administrator in good faith.

                  5.3. Term and Maturity. Subject to the restrictions contained
in Section 5.4 with respect to granting incentive stock options to 10%
Stockholders (as defined in Section 5.4(a)), the term of each incentive stock
option shall be as established by the Plan Administrator and, if not so
established, shall be 10 years from the date it is granted. In no event shall
the term of any incentive stock option exceed 10 years. The term of each
nonqualified stock option shall be as established by the Plan Administrator and,
if not so established, shall be 10 years from the date it is granted. The Plan
Administrator may establish a vesting schedule with respect to any option
granted hereunder setting forth the time or times at which portions of such
option shall become exercisable.

                  5.4. Exercise Price and Term of Incentive Stock Options.

                       5.4.1. If incentive stock options are granted under this
Plan to employees who own more than 10% of the total combined voting power of
all classes of stock of the Company or any Related Corporation (each a "10%
Stockholder"), the term of such incentive stock options shall not exceed five
years and the exercise price shall be not less than 110% of the Fair Market
Value of the Common Stock at the time the incentive stock option is granted.
This provision shall control notwithstanding any contrary terms contained in an
Option Agreement or any other document. The term and exercise price limitations
of this provision shall be amended to conform to any change required or
permitted by a change in the Code or by a ruling or pronouncement of the
Internal Revenue Service.

                       5.4.2. For purposes of this Section 5.4, stock owned by
an employee shall include all stock owned by him which is actually issued and
outstanding immediately before the grant of the incentive stock option to the
employee. In determining stock ownership, an employee shall be deemed to own the
stock owned, directly or indirectly, by or for his or her brothers, sisters,
spouse, ancestors and lineal descendants. Stock owned, directly or indirectly,
by or for a corporation, partnership estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries. If an
employee or a person related to the employee owns an option or warrant to
purchase stock of the Company, the stock subject to that option or warrant shall
not be counted in determining stock ownership until exercised (and then shall be
counted only with respect to the number of shares as to which such option or
warrant is exercised).

                  5.5. Exercise. Subject to any vesting schedule described in
Section 5.3 above, each option may be exercised in whole or in part; provided,
however, that no fewer than 100 shares (or the remaining shares then purchasable
under the option, if less than 100 shares) may be purchased upon any exercise of
an option hereunder and that only whole shares will be issued pursuant to the
exercise of any option. Options shall be exercised by delivery to the Company of
notice of the number of shares with respect to which the option is exercised,
together with payment of the exercise price.

                  5.6. Payment of Exercise Price.

                       5.6.1. Payment of the option exercise price for the
Common Stock being purchased shall be made in full at the time the notice of
exercise of the option is delivered to the Company and shall be in cash, bank
certified or cashier's check or personal check (unless at the time of exercise
the Plan Administrator in a particular case determines not to accept a personal
check).

                       5.6.2. The Plan Administrator can determine, at the time
the option is granted for incentive stock options, or at any time before
exercise for nonqualified stock options, that additional forms of

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payment will be permitted. To the extent permitted by the Plan Administrator and
applicable laws and regulations (including, but not limited to, federal tax and
securities laws and regulations and state corporate law), an option may be
exercised by:

                                    5.6.2.1. delivery of a properly executed
     exercise notice, together with delivery of shares of stock of the Company
     held by an Optionee having a Fair Market Value on the date of exercise
     equal to the option exercise price; provided, however, that payment in
     stock held by an Optionee subject to Section 16(b) of the Exchange Act
     shall not be made unless the stock shall have been owned by the Optionee
     for a period of at least six months;

                                    5.6.2.2. delivery of a properly executed
     exercise notice, together with irrevocable instructions to a broker, all in
     accordance with the regulations of the Federal Reserve Board, to promptly
     deliver to the Company the amount of sale or loan proceeds to pay the
     exercise price and any federal, state or local withholding tax obligations
     that may arise in connection with the exercise; provided, that the Plan
     Administrator, in its sole discretion, may at any time determine that this
     subparagraph (b)(ii), to the extent the instructions to the broker call for
     an immediate sale of the shares, shall not be applicable to any Optionee
     who is subject to Section 16(b) of the Exchange Act, or is not an employee
     at the time of exercise; or

                                    5.6.2.3. delivery of a properly executed
     exercise notice, together with instructions to the Company to withhold from
     the shares that would otherwise be issued upon exercise that number of
     shares having a Fair Market Value on the date of exercise equal to the
     option exercise price.

                  5.7. Assignability and Transferability of Option. Options
granted under this Plan and the rights and privileges conferred hereby may not
be transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than (i) by will or by the applicable laws
of descent and distribution, (ii) pursuant to a qualified domestic relations
order as defined in Section 414(p) of the Code, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder, or
(iii) as otherwise determined by the Plan Administrator and set forth in the
applicable Option Agreement. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any option under this Plan, or of any right
or privilege conferred hereby, contrary to the Code or to the provisions of this
Plan, or the sale or levy or any attachment or similar process upon the rights
and privileges conferred hereby, shall be null and void. The designation by an
Optionee of a beneficiary does not, in and of itself, constitute an
impermissible transfer under this Section 5.7.

                  5.8. Termination of Relationship or Death of Optionee.

                       5.8.1. No option shall be exercisable after termination
of employment with the Company or a Related Corporation unless such termination
of employment occurs by reason of retirement with the consent of the Company or
death. In the event of the retirement of an Optionee with the consent of the
Company, the options or unexercised portions thereof which were otherwise
exercisable on the date of retirement shall expire unless exercised within a
period of three months after the date of retirement. In the event of the death
of an Optionee while an employee of the Company or a Related Corporation or in
the event of the death of the Optionee within the three month period following
termination of employment by reason of retirement with the consent of the
Company, the options which were otherwise exercisable on the date of termination
of employment shall be exercisable by his or her personal representatives,
heirs, or legatees at any time prior to the expiration of one year from the date
of his or her death. In no event, however, shall an option be exercisable after
ten years from the date it is granted. In the event that an Optionee ceases to
be an employee of the Company or a Related Corporation for any reason, including
death or retirement, prior to the lapse of any applicable vesting period, his or
her option shall terminate and be null and void. The Plan Administrator may, if
it determines that to do so would be in the Company's best interests, provide in
a specific case or cases for the exercise of options which would otherwise
terminate upon termination of employment with the Company for any reason, upon
such terms and conditions as the Plan Administrator determines to be
appropriate.

                       5.8.2. For purposes of Section 5.8(a), a transfer of
relationship between or among the Company and/or any Related Corporation shall
not be deemed to constitute a termination of employment with the Company or any
of its Related Corporations. For purposes of Section 5.8(a), with respect to
incentive stock


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options, employment shall be deemed to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Plan Administrator). The foregoing notwithstanding, employment shall not be
deemed to continue beyond the first 90 days of such leave, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.

                  5.9. Status of Stockholder. Neither the Optionee nor any party
to which the Optionee's rights and privileges under the option may pass shall
be, or have any of the rights or privileges of, a stockholder of the Company
with respect to any of the shares issuable upon the exercise of any option
granted under this Plan unless and until such option has been exercised.

                  5.10. Modification and Amendment of Option. Subject to the
requirements of Code Section 422 with respect to incentive stock options and to
the terms and conditions and within the limitations of this Plan, the Plan
Administrator may modify or amend outstanding options granted under this Plan.
The modification or amendment of an outstanding option shall not, without the
consent of the Optionee, impair or diminish any of his or her rights or any of
the obligations of the Company under such option. Except as otherwise provided
in this Plan, no outstanding option shall be terminated without the consent of
the Optionee. Unless the Optionee agrees otherwise, any changes or adjustments
made to outstanding incentive stock options granted under this Plan shall be
made in such a manner so as not to constitute a "modification" as defined in
Code Section 424(h) and so as not to cause any incentive stock option issued
hereunder to fail to continue to qualify as an incentive stock option as defined
in Code Section 422(b).

                  5.11. Limitation on Value for Incentive Stock Options. As to
all incentive stock options granted under the terms of this Plan, to the extent
that the aggregate Fair Market Value (determined at the time the incentive stock
option is granted) of the stock with respect to which incentive stock options
are exercisable for the first time by the Optionee during any calendar year
(under this Plan and all other incentive stock option plans of the Company, a
Related Corporation or a predecessor corporation) exceeds $100,000, such options
shall be treated as nonqualified stock options. The previous sentence shall not
apply if the Code is amended or if the Internal Revenue Service publicly rules,
issues a private ruling to the Company, any Optionee, or any legatee, personal
representative or distributee of an Optionee or issues regulations, changing or
eliminating such annual limit, in which case the limitation shall be that
provided by the Code or the Internal Revenue Service, as the case may be.

         6. Stock Awards.

                  6.1. Terms and Conditions of Stock Awards. Stock awards
granted under this Plan shall be evidenced by written instruments or agreements
which shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and which are not inconsistent with this
Plan (each such instrument or agreement being referred to hereinafter as an
"Award Agreement"). The Plan Administrator may issue or transfer the shares
covered by such award to the Awardee at the time the stock award is granted, or
at any time subsequent thereto, or in installments from time to time, as the
Plan Administrator shall determine. Such awards may be granted either alone, in
addition to, or in tandem with any other type of award granted under this Plan.
The Plan Administrator, in its discretion, may make such awards either with or
without consideration and noncontingent or contingent upon attainment of certain
performance objectives to be achieved during a period of time, or upon continued
service with the Company. The measure of whether and to what degree such
objectives have been attained and the resulting awards will be determined by the
Plan Adminsistrator.

                  6.2. Payment for Stock Awards. Payment of the consideration,
if any, for any stock award shall be made in such forms (including, without
limitation, cash, check, promissory notes and, subject to applicable laws and
regulations, securities of the Company) and at such times as the Plan
Administrator shall determine.

                  6.3. Restrictions on Transfer. A stock award and the shares of
Common Stock issuable pursuant thereto shall be subject to such restrictions on
sale or other disposition as the Plan Administrator shall determine and as shall
exist under applicable law.

                  6.4. Status of Stockholder. Upon the issuance of shares
pursuant to a stock award and the fulfillment of the vesting requirements and
other requirements of the stock award, if any, the Awardee shall, with


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respect to such shares, be and become a stockholder of the Corporation fully
entitled to receive dividends, to vote and to exercise all other rights of a
stockholder except to the extent otherwise provided in the stock award. Unless
the Plan Administrator shall determine otherwise, neither the Awardee nor any
party to which the Awardee's rights and privileges under the award may pass
shall be, or have any of the rights or privileges of, a stockholder of the
Company with respect to any of the shares issuable upon the vesting of and/or
payment for any award granted under this Plan unless and until such award has so
vested and/or payment for such award has been made in full.

                  6.5. Modification and Amendment of Stock Award. The Plan
Administrator may modify or amend outstanding stock awards granted under this
Plan. The modification or amendment of an outstanding stock award shall not,
without the consent of the Awardee, impair or diminish any of his or her rights
or any of the obligations of the Company under such award.

                  6.6. Payment of Dividends. The Plan Administrator may choose,
at the time of the grant of the stock award or any time thereafter, to include
as part of such award an entitlement to receive dividends or dividend
equivalents, subject to such terms as the Plan Administrator may establish. All
dividends or dividend equivalents which are not paid currently may, at the Plan
Administrator's discretion, accrue interest and be paid to an Awardee at a later
date.

         7. Adjustments.

                  7.1. Changes in Capitalization. The aggregate number and class
of shares for which options and stock awards may be granted under this Plan, the
number and class of shares covered by each outstanding option and stock award,
and the exercise price per share for each option or purchase price per share, if
any, for each stock award (but not the total price), shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a split-up or consolidation
of shares or any like capital adjustment, or the payment of any stock dividend
in order to prevent dilution or enlargement of the rights of the Optionees and
Awardees.

                  7.2. Merger, Consolidation, Reorganization or Liquidation.

                       7.2.1 Acceleration of Options and Awards.

                                    (a) Except as provided in Section 7.2.1 (b),
7.2.2 or 7.2.3, in the event of a merger (other than a merger of the Company in
which the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation,
reorganization (other than a mere reincorporation or the creation of a holding
company) or liquidation of the Company, as a result of which the stockholders of
the Company receive cash, stock or other property in exchange for or in
connection with their shares of Common Stock, (i) any option granted hereunder
shall terminate upon consummation of such merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation but the Optionee
shall have the right within a specified number of days after notice to the
Optionee to exercise such Optionee's option in whole or in part whether or not
the vesting requirements set forth in his or her Option Agreement have been
satisfied; and (ii) the vesting requirements and other contingent provisions of
any stock award shall terminate immediately prior to any such merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation and, subject to compliance with any other provisions of the stock
award (including, without limitation, any payment provisions), the Awardee shall
be deemed to be the owner of the full number of shares of Common Stock subject
to his or her stock award.

                                    (b) The Plan Administrator, in its sole
discretion, may determine that, upon the occurrence of a transaction described
in the Section 7.2.1 (a) each option or award outstanding hereunder shall
terminate within a specified number of days after notice to the holder, and such
holder shall receive, with respect to each share subject to such option or
award, an amount equal to the excess of the Fair Market Value of such shares
immediately prior to the occurrence of such transaction over the exercise price
per share of such option or purchase price per share of such award (if any);
such amount shall be payable in cash, in one or more of the kinds of property
payable in such transaction, or in a combination thereof, as the Plan
Administrator, in its discretion, shall determine. The provisions contained in
the preceding sentence shall be inapplicable to an option or an award


<PAGE>

granted within six (6) months before the occurrence of a transaction described
above if the holder of such option or award is subject to the reporting
requirements of Section 16(a) of the Exchange Act.

                       7.2.2 Conversion of Options and Awards for Exchange
Stock. If the stockholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of Common Stock in
any transaction involving a merger (other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation
or reorganization (other than a mere reincorporation or the creation of a
holding company), the Company and the corporation issuing the Exchange Stock may
determine, in their sole discretion, in lieu of the treatment afforded by
Section 7.2.1, that all options and stock awards granted hereunder shall be
converted into options to purchase or awards of shares of Exchange Stock, as the
case may be. The number of shares of Exchange Stock subject to an option or
stock award and the exercise price or purchase price (if any) per share, as the
case may be, shall be determined in the same manner as used for determining the
number of shares of Exchange Stock the holders of Common Stock will receive in
such merger, consolidation, acquisition of property or stock, separation or
reorganization.

                       7.2.3 Termination of Merger, Consolidation,
Reorganization or Liquidation. If any merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation referred to in this
Section 7 is cancelled or otherwise terminated prior to the consummation
thereof, the terms of any option or award then outstanding (including, without
limitation, any terms relating to vesting and other contingencies) shall be
reinstated to its prior form.

                  7.3. Fractional Shares. In the event of any adjustment in the
number of shares covered by an option or stock award, any fractional shares
resulting from such adjustment shall be disregarded and each such option or
stock award shall cover only the number of full shares resulting from such
adjustment.

                  7.4. Determination of Board to Be Final. All Section 7
adjustments shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive on all parties.

         8. Securities Regulation.

                  8.1. Compliance with Laws and Regulations. Shares shall not be
issued with respect to an option or a stock award granted under this Plan unless
such issuance shall comply with all relevant provisions of law, including,
without limitation, any applicable state securities laws, the Securities Act of
1933 (the "Securities Act"), the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance, including the
availability of an exemption from registration for the issuance and sale of any
shares hereunder. If (i) the Company is unable to obtain, from a regulatory body
having requisite jurisdiction, the authority its counsel deems necessary to
lawfully issue and sell any shares hereunder, or (ii) no exemption under the
Securities Act or other applicable law from registration for the issuance and
sale of any shares hereunder is available, then the Company shall not be liable
in any respect for the nonissuance or sale of shares as to which it was unable
to obtain the necessary authority or exemption.

                  8.2. Investment Intent; Stock Legends. As a condition to any
exercise, purchase, issuance or delivery of shares pursuant to an option or
stock award granted hereunder, the Company may require the Optionee or the
Awardee, as the case may be, to represent and warrant at the time of any such
exercise, issuance or purchase that the shares will be held only for investment
and without any present intention to sell or distribute such shares. At the
option of the Company, a stop transfer order with respect to any such shares may
be placed on the official stock books and records of the Company, and a legend
indicating that the stock may not be pledged, sold or otherwise transferred
unless an opinion of counsel is provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on stock certificates in order to assure exemption
from registration. The Company may also require such other action or agreement
by any Optionee or Awardee as it may from time to time deem to be necessary or
advisable. THE COMPANY SHALL


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NOT BE OBLIGATED, BY REASON OF THIS PROVISION OR OTHERWISE, TO UNDERTAKE
REGISTRATION OF ANY OPTIONS OR ANY SECURITIES ISSUABLE UPON EXERCISE THEREOF OR
OF ANY STOCK AWARDS OR ANY SECURITIES ISSUABLE IN CONNECTION THEREWITH.

                  8.3. Listing. Should any of the Company's capital stock of the
same class as the stock subject to options or stock awards granted hereunder be
listed on a national securities exchange, all stock issued hereunder if not
previously listed on such exchange shall be authorized by that exchange for
listing thereon prior to the issuance thereof.

         9. Withholding Taxes. The Company or any Related Corporation shall have
the right to retain and withhold from any payment of cash or Common Stock under
the Plan the amount of taxes required by any government to be withheld or
otherwise deducted and paid with respect to such payment. At its discretion, the
Company may require an Optionee or Awardee, as the case may be, receiving shares
of Common Stock to reimburse the Company for any such taxes required to be
withheld by the Company and withhold the distribution to the Optionee or
Awardee, as the case may be, of such shares in whole or in part until the
Company is so reimbursed. In lieu thereof, but subject to applicable law, the
Company shall have the right to withhold from any other cash amounts due or to
become due from the Company to the Optionee, or Awardee, as the case may be, an
amount equal to such taxes or retain and withhold a number of shares having a
market value not less than the amount of such taxes required to be withheld by
the Company to reimburse the Company for any such taxes and cancel (in whole or
in part) any such shares so withheld. If required by Section 16(b) of the
Exchange Act, the election to pay withholding taxes by delivery of shares held
by any person who at the time of exercise is subject to Section 16(b) of the
Exchange Act, shall be made either six months prior to the date the option
exercise becomes taxable or at such other times as the Company may determine as
necessary to comply with Section 16(b) of the Exchange Act.

         10. Amendment and Termination.

                  10.1. Board Action. The Board may at any time suspend, amend
or terminate this Plan, provided that, except as set forth in Section 7, the
approval of the holders of a majority of the Company's outstanding shares of
voting capital stock shall be necessary for the adoption by the Board of any
amendment which will:

                        10.1.1. increase the number of shares which are to be
reserved for the issuance upon exercise of options or grant of stock awards
under this Plan;

                        10.1.2. permit the granting of stock options or stock
awards to a class of persons other than those presently permitted to receive
stock options or stock awards under this Plan; or

                        10.1.3. require stockholder approval under applicable
law.

                  10.2. Automatic Termination. Unless sooner terminated by the
Board, this Plan shall terminate ten years from the date on which this Plan is
adopted by the Board. No option or stock award may be granted after such
termination or during any suspension of this Plan. The amendment or termination
of this Plan shall not, without the consent of the relevant Optionee or Awardee,
as the case may be, alter or impair any rights or obligations under any option
or stock award theretofore granted under this Plan.

         11. Continuation of Employment. Nothing in this Plan or in any option
or stock award granted pursuant to this Plan shall confer upon any Optionee or
Awardee any right to continue in the employ of the Company or of a Related
Corporation, or to interfere in any way with the right of the Company or of any
such Related Corporation to terminate his or her employment or other
relationship with the Company at any time.

         12. Effectiveness Of This Plan. This Plan shall become effective upon
adoption by the Board so long as it is approved by the holders of a majority of
the Company's outstanding shares of voting capital stock at any time within 12
months after the adoption of this Plan.


<PAGE>


          Adopted by the Board of Directors on April 11, 2000 and approved by
the stockholders on ________________.