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                                                                   Exhibit 10.9

                              ROHN INDUSTRIES, INC.
                             1999 STOCK OPTION PLAN
                         (AS AMENDED NOVEMBER 11, 1999)

         SECTION 1. PURPOSE. The purpose of the Rohn Industries, Inc. 1999 Stock
Option Plan (this "Plan") is to benefit Rohn Industries, Inc. (the "Company")
and its subsidiaries by offering certain present and future employees, including
officers, a favorable opportunity to become holders of stock in the Company over
a period of years, thereby giving them a stake in the growth and prosperity of
the Company and encouraging the continuance of their services with the Company
or its subsidiaries.

         SECTION 2. ADMINISTRATION.

         2.1 COMMITTEE. This Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of the Company (the
"Board"). The Committee's interpretation and construction of any terms or
provisions of this Plan or any option issued hereunder, or of any rule or
regulation adopted in connection therewith, shall be conclusive and binding on
all interested parties, so long as such interpretation and construction with
respect to incentive stock options corresponds to the requirements of Section
422 of the Internal Revenue Code, as amended (the "Code") and the regulations
thereunder.

         2.2 GRANTS TO SECTION 16 PERSONS. For so long as the Company's Common
Stock is registered under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Committee may not grant options to an officer
of the Company subject to Section 16 of the Exchange Act unless the grant is (i)
approved in advance by the Committee in accordance with the provisions of Rule
16b-3(d)(1) under the Exchange Act (where the Committee is 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 pursuant to clauses
(i) or (ii), no officer of the Company may sell shares received upon the
exercise of an option during the six-month period immediately following the
grant of such option.

         2.3 GRANTS TO SECTION 162(m) OFFICERS. The Board may not grant options
to an officer subject to Section 162(m) of the Code unless the grant is approved
by the Committee where the Committee is composed of at least two "outside
directors" (as defined in the regulations promulgated under Section 162(m) of
the Code).

         2.4 SECTION 16(b) COMPLIANCE AND BIFURCATION OF PLAN. It is the
intention of the Company that this Plan comply in all respects with Section
16(b) and Rule 16b-3 under 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, the provision shall be deemed null and void, and 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

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the Plan to the contrary, the Committee, in its absolute discretion, may
bifurcate the Plan so as to limit the use of any provision of the Plan to
participants who are executive officers or other persons subject to Section
16(b) of the Exchange Act without so restricting, limiting or conditioning the
Plan with respect to other participants.

         SECTION 3. 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"), 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 shall not exceed 2,500,000
shares as such Common Stock was constituted on the effective date of this Plan.
If any option granted under this Plan shall expire, or 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 which
may be granted in exchange for such surrendered, canceled or terminated options.

         SECTION 4. ELIGIBILITY. An incentive stock option may be granted only
to an individual who, at the time the option is granted, is an employee of the
Company or any subsidiary. A nonqualified stock option may be granted to any
employee of the Company or any subsidiary, 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."

         SECTION 5. TERMS AND CONDITIONS OF OPTIONS. Options granted under this
Plan shall contain such terms, conditions, limitations and restrictions as the
Committee shall deem advisable and which are not inconsistent with this Plan.
Notwithstanding the foregoing, options shall include or incorporate by reference
the following terms and conditions:

         5.1 NUMBER OF SHARES AND PRICE. 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 Committee, provided that the Committee shall act in good faith to
establish an exercise price which shall be not less than the fair market value
per share of the Common Stock at the time the option is granted with respect to
incentive stock options and not less than 85% of the fair market value per share
of the Common Stock at the time the option is granted with respect to
nonqualified stock options and also provided that, with respect to incentive
stock options granted to greater than 10% stockholders, the exercise price shall
be as required by Section 6. In addition, in any five-year period, no individual
may be granted options under the Plan to purchase more than 1,000,000 shares of
Common Stock, subject to adjustment as set forth in Section 7.

         5.2 TERM AND MATURITY. Subject to the restrictions contained in Section
6 with respect to granting incentive stock options to greater than 10%
stockholders, the

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term of each incentive stock option shall be as established by the Committee
and, if not so established, shall be 10 years from the date it is granted but 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 Committee and,
if not so established, shall be 10 years from the date it is granted. To ensure
that the Company or its subsidiaries will achieve the purpose and receive the
benefits contemplated in this Plan, any option granted to any Optionee hereunder
shall, unless the condition of this sentence is waived by resolution adopted by
the Committee, be exercisable according to the following schedule:

<TABLE>
<CAPTION>

          PERIOD OF OPTIONEE'S
          CONTINUOUS EMPLOYMENT
       WITH THE COMPANY OR RELATED
        CORPORATION FROM THE DATE                PORTION OF TOTAL OPTION
          THE OPTION IS GRANTED                    WHICH IS EXERCISABLE
       ---------------------------               -----------------------
<S>                                            <C>
            after 1 year                                 33-1/3%
            after 2 years                                66-2/3%
            after 3 years                                   100%

</TABLE>

         5.3 EXERCISE. Subject to the vesting schedule described in Section 5.2
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 option
rights 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.

         5.4 PAYMENT OF EXERCISE PRICE. Payment of the option exercise price
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 Committee in a particular
case determines not to accept a personal check) for the Common Stock being
purchased.

         The Committee 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 payment will be permitted. To the extent
permitted by the Committee 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:

                  (a) delivery of shares of Common Stock held by an Optionee
         having a fair market value equal to the exercise price, such fair
         market value to be determined in good faith by the Committee;

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                  (b) 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 Committee, in
         its sole discretion, may at any time determine that this subparagraph
         (b), to the extent the instructions to the broker call for an immediate
         sale of the shares, shall not be applicable to any Optionee whose
         employment with the Company has terminated prior to the time of
         exercise; or

                  (c) 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 equal to the option exercise price.

         5.5 WITHHOLDING TAX REQUIREMENT. The Company or any subsidiary 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 receiving shares of Common Stock to reimburse
the Company for any such taxes required to be withheld by the Company and
withhold such shares in whole or in part until the Company is so reimbursed. In
lieu thereof, the Company shall have the right to withhold from any other cash
amounts due or to become due from the Company to the Optionee 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.

         5.6 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 property settlement in connection with a
divorce proceeding, or (iii) as otherwise determined by the Committee by
resolution. 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.

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         5.7 TERMINATION OF EMPLOYMENT. If the Optionee's employment with the
Company or any subsidiary ceases for any reason other than termination for
cause, death or total disability, and unless by its terms the option sooner
terminates or expires, then the Optionee may exercise, for an 18-month period
(and in the case of incentive stock options, for a three-month period) that
portion of the Optionee's option which is exercisable at the time of such
cessation, but the Optionee's option shall terminate at the end of the 18-month
period (three-month period for incentive stock options) following such cessation
as to all shares for which it has not theretofore been exercised, unless such
provision is waived by resolution adopted by the Committee within 90 days of
such cessation.

         If an Optionee is terminated for cause, any option granted hereunder
shall automatically terminate as of the first discovery by the Company of any
reason for termination for cause, and such Optionee shall thereupon have no
right to purchase any shares pursuant to such option. "Termination for cause"
shall mean dismissal for dishonesty, conviction or confession of a crime
punishable by law (except minor violations), fraud, misconduct or unauthorized
disclosure of confidential information. If an Optionee's employment with the
Company or any subsidiary is suspended pending an investigation of whether or
not the Optionee shall be terminated for cause, all Optionee's rights under any
option granted hereunder likewise shall be suspended during the period of
investigation.

         If an Optionee's employment with the Company or any subsidiary ceases
because of a total disability, the Optionee's option shall not terminate until
the end of the 18-month period and, in the case of an incentive stock option,
shall not cease to be treated as an incentive stock option until the end of the
12-month period, following such cessation (unless by its terms it sooner
terminates and expires). As used in this Plan, the term "total disability"
refers to a mental or physical impairment of the Optionee which is expected to
result in death or which has lasted or is expected to last for a continuous
period of 12 months or more and which causes the Optionee to be unable, in the
opinion of the Company and two independent physicians, to perform his or her
duties for the Company and to be engaged in any substantial gainful activity.
Total disability shall be deemed to have occurred on the first day after the
Company and the two independent physicians have furnished their opinion of total
disability to the Committee.

         For purposes of this Section 5.7, a transfer of employment between or
among the Company and/or any subsidiary shall not be deemed to constitute a
cessation of employment with the Company or any subsidiary. For purposes of this
Section 5.7, with respect to incentive stock 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 Committee). 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.

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         5.8 DEATH OF OPTIONEE. If an Optionee dies while he or she is employed
by the Company or any subsidiary or within the 12-month period following
cessation of such employment, any option held by such Optionee to the extent
that the Optionee would have been entitled to exercise such option, may be
exercised within 12 months after his or her death by the personal representative
of his or her estate or by the person or persons to whom the Optionee's rights
under the option shall pass by will or by the applicable laws of descent and
distribution.

         5.9 STATUS OF SHAREHOLDER. 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 shareholder 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 CONTINUATION OF EMPLOYMENT. Nothing in this Plan or in any option
granted pursuant to this Plan shall confer upon any Optionee any right to
continue in the employ of the Company or of a subsidiary, or to interfere in any
way with the right of the Company or of any such subsidiary to terminate his or
her employment with the Company at any time.

         5.11 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 Committee 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).

         5.12 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
subsidiary 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

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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.

         5.13 VALUATION OF COMMON STOCK RECEIVED UPON EXERCISE

                  5.13.1 EXERCISE OF OPTIONS UNDER SECTIONS 5.4(a) AND (c). The
         value of Common Stock received by the Optionee from an exercise under
         Sections 5.4(a) and 5.4(c) hereof shall be the fair market value as
         determined by the Committee, provided that, if the Common Stock is
         traded in a public market, such valuation shall be the average of the
         high and low trading prices or bid and asked prices, as applicable, of
         the Common Stock for the date of receipt by the Company of the
         Optionee's delivery of shares under Section 5.4(a) hereof or delivery
         of the exercise notice under Section 5.4(c) hereof.

                  5.13.2 EXERCISE OF OPTION UNDER SECTION 5.4(b). The value of
         Common Stock received by the Optionee from an exercise under Section
         5.4(b) hereof shall equal (a) in the case of the sale of the Common
         Stock received as a result of the exercise by a broker on the date of
         receipt by the Company of the Optionee's exercise notice, the sales
         price received for such shares; and (b) in all other cases, the average
         of the high and low trading prices or bid and asked prices, as
         applicable, of the Common Stock for the date of receipt by the Company
         of the Optionee's exercise notice.

         SECTION 6. GREATER THAN 10% STOCKHOLDERS.

         6.1 EXERCISE PRICE AND TERM OF INCENTIVE STOCK OPTIONS. 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
subsidiary, 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 any
other document. The term and exercise price limitations of this provision shall
be amended to conform to any change required by a change in the Code or by a
ruling or pronouncement of the Internal Revenue Service.

         6.2 ATTRIBUTION RULE. For purposes of Section 6.1, 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 stockholders, partners or beneficiaries. If an employee or a person
related to the employee owns an unexercised option or warrant to purchase stock
of the Company, the stock subject to that portion of the option or warrant which
is unexercised shall not be counted in determining stock ownership. For purposes
of this Section 6, stock owned by an employee shall include

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all stock owned by him which is actually issued and outstanding immediately
before the grant of the incentive stock option to the employee.

         SECTION 7. ADJUSTMENT.

         7.1 UPON CHANGES IN CAPITALIZATION. The aggregate number and class of
shares for which options may be granted under this Plan, the number and class of
shares covered by each outstanding option, and the exercise price per share
thereof (but not the total price), and each such option, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a split-up or consolidation of shares or
any like capital adjustment, or the payment of any stock dividend.

         7.2 EFFECT OF CHANGE IN CONTROL.

                  7.2.1 Except as otherwise determined by the Committee at the
         time an option is granted, options outstanding on the date of a Change
         of Control and held by an Optionee who is an employee of the Company or
         any subsidiary on such date shall be immediately exercisable in full on
         or after such date during its term, without regard to any time of
         exercise established under Section 5 hereof. "Change in Control" shall
         mean the occurrence, at any time during the specified term of an option
         granted under the Plan, of any of the following events:

                           (i) The acquisition, by a person or group of persons
                  acting in concert, of a beneficial ownership interest in the
                  Company, resulting in the total beneficial ownership of such
                  persons or group of persons equaling or exceeding 50% of the
                  outstanding Common Stock; provided, however, that no such
                  person or group of persons shall be deemed to beneficially own
                  (i) any Common Stock acquired directly from the Company or
                  (ii) any Common Stock held by the Company or any subsidiary or
                  any employee benefit plan (or any related trust) of the
                  Company or its subsidiaries. The Change in Control shall be
                  deemed to occur on the date the beneficial ownership of the
                  acquiring person or group of persons first equals or exceeds
                  50% of the outstanding Common Stock.

                           (ii) A change, within any period of 24 months or
                  less, in the composition of the Board such that at the end of
                  such period a majority of the directors who are then serving
                  were not serving at the beginning of such period, unless at
                  the end of such period the majority of the directors in office
                  were nominated upon the recommendation of a majority of the
                  Board at the beginning of such period. The Change in Control
                  shall be deemed to occur on the date the last director
                  necessary to result in a Change in Control takes office or
                  resigns from office, as applicable.

                           (iii) Approval by shareholders of the Company of a
                  merger, consolidation or other reorganization having
                  substantially the same effect,

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                  or the sale of all or substantially all the consolidated
                  assets of the Company in each case, with respect to which the
                  persons or group of persons who were the respective beneficial
                  owners of the Common Stock immediately prior to such event do
                  not, following such event, beneficially own, directly or
                  indirectly, more than 50% of the then outstanding voting
                  securities of the Company resulting from such event or the
                  Company purchasing or receiving assets pursuant to such event.

                  If more than one of the foregoing events shall occur, each
         such event shall constitute a separate Change in Control.

                  7.2.2 Except as otherwise determined by the Committee at the
         time an option is granted, notwithstanding any other provisions in the
         Plan, prior to the passage of one year from and after any Change in
         Control, each Optionee shall have the right to require the Company (or,
         if the Company is not the survivor of a merger, consolidation or
         reorganization with an acquiror, the acquiror) to purchase from him or
         her any or all unexercised options granted under this Plan at a
         purchase price equal to (i) the excess of the fair market value per
         share over the exercise price multiplied by (ii) the number of option
         shares specified by the Optionee for purchase in a written notice to
         the Company (or, if the Company is not the survivor of a merger,
         consolidation or reorganization with an acquiror, the acquiror),
         attention of the Secretary.

                  7.2.3 For purposes of Section 7.2.2 above, "fair market value
         per share" shall mean, (i) except in the case of a merger,
         consolidation or reorganization with an acquiror in which the Company
         is not the survivor (a "Termination Merger"), the higher of (A) the
         average of the highest sales price per share of the Company's Common
         Stock on the NASDAQ Stock Market (as reported in THE WALL STREET
         JOURNAL, Midwest Edition) (or, if the Company's Common Stock is not
         then traded on the NASDAQ Stock market, on the principal market where
         such Common Stock is actively traded) on each of the five trading days
         immediately preceding the date the Optionee so notifies the Company or
         (B) the average of the highest sales price per share of the Company's
         Common Stock on the NASDAQ Stock Market (as reported in THE WALL STREET
         JOURNAL, Midwest Edition) (or, if the Company's Common Stock is not
         then traded on the NASDAQ Stock Market, reported on the principal
         market where such Common Stock is actively traded) on each of the five
         trading days immediately preceding the date of the Change in Control,
         and (ii) in the case of a Termination Merger, the higher of (C) the
         fair market value of the consideration receivable per share by holders
         of Common Stock in such Termination Merger, which fair market value
         as to any securities included in such consideration shall be the
         average of the highest sales price per unit of such security on the
         NASDAQ Stock Market (as reported in THE WALL STREET JOURNAL, Midwest
         Edition) (or, if such security is not then traded on the NASDAQ Stock
         Market, reported on the principal market where such security is
         actively traded) on each of the five trading days immediately


                                       9
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         preceding the date of the Termination Merger and as to any such
         security not actively traded in any market and as to all other property
         included in such consideration, shall be the amount determined by the
         Committee in its discretion or (D) the amount determined pursuant to
         Clause (i)(B) of this Section 7.2.3. The amount payable to each
         Optionee by the Company or acquiror, as the case may be, shall be in
         cash or by certified check and shall be reduced by any taxes required
         to be withheld.

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

         7.4 DETERMINATION OF COMMITTEE TO BE FINAL. All Section 7 adjustments
shall be made by the Committee, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.
Unless an Optionee agrees otherwise, any change or adjustment to an incentive
stock option 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 his or
her incentive stock option issued hereunder to fail to continue to qualify as an
incentive stock option as defined in Code Section 422(b).

         SECTION 8. SECURITIES REGULATION. Shares shall not be issued with
respect to an option granted under this Plan unless the exercise of such option
and the issuance and delivery of such shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, any applicable
state securities laws, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange or inter-dealer quotation system 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.
Inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed by the Company's counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the unavailability of an exemption
from registration for the issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the nonissuance or sale of
such shares as to which such requisite authority shall not have been obtained.

         As a condition to the exercise of an option, the Company may require
the Optionee to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such representation is required by any relevant provision of the aforementioned
laws. At the option of the Company, a stop-transfer order against any shares of
stock may be placed on the official stock books and records of the Company, and
a legend indicating

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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 the Optionees as
it may from time to time deem to be necessary or advisable. THE COMPANY SHALL
NOT BE OBLIGATED, BY REASON OF THIS PROVISION OR OTHERWISE, TO UNDERTAKE
REGISTRATION OF THE OPTIONS OR STOCK HEREUNDER.

         Should any of the Company's capital stock of the same class as the
stock subject to options granted hereunder be listed on a national securities
exchange or inter-dealer quotation system, shares shall not be issued with
respect to an option granted this Plan unless, prior to issuance, such exchange
or inter-dealer quotation system shall have authorized the listing of the shares
thereon.

         SECTION 9. AMENDMENT AND TERMINATION.

         9.1 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 present and entitled to vote at any meeting is necessary for the adoption
by the Board of any amendment which will:

                  (a) increase the number of shares which are to be reserved for
         the issuance of options under this Plan;

                  (b) permit the granting of stock options to a class of persons
         other than those currently permitted to receive stock options under
         this Plan; or

                  (c) require shareholder approval under applicable law,
         including Section 16(b) of the Exchange Act.

         9.2 AUTOMATIC TERMINATION. Unless sooner terminated by the Board, this
Plan shall terminate ten years from the earlier of (a) the date on which this
Plan is adopted by the Board or (b) the date on which this Plan is approved by
the stockholders of the Company. No option 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 option holder, alter or impair any rights
or obligations under any option theretofore granted under this Plan.

         SECTION 10. 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 present
and entitled to vote at any meeting at any time within 12 months before or after
the adoption of this Plan. Options may be granted hereunder prior to such
stockholder approval, but subject thereto.

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<PAGE>

         Adopted by the Board of Directors on April 9, 1999 and approved by the
stockholders on May 18, 1999.

































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