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                                                                    Exhibit 10.1


                                  ZENGINE, INC.
                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN


                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN

         Zengine, Inc. (the "Corporation") hereby establishes this Amended and
Restated 1999 Stock Option Plan (the "Plan") upon the terms and conditions
hereinafter stated.


                                   ARTICLE II
                               PURPOSE OF THE PLAN

         The purpose of this Plan is to improve the growth and profitability of
the Corporation and its Subsidiary Companies by providing Employees and
Non-Employee Directors with proprietary interests in the Corporation as an
incentive to contribute to the success of the Corporation and its Subsidiary
Companies and reward Employees for outstanding performance. All Incentive Stock
Options issued under this Plan are intended to comply with the requirements of
Section 422 of the Code, and the regulations thereunder, and all provisions
hereunder shall be read, interpreted and applied with that purpose in mind. Each
recipient of an Option hereunder is advised to consult with his or her personal
tax advisor with respect to the tax consequences under federal, state, local and
other tax laws of the receipt and/or exercise of an Option hereunder.


                                   ARTICLE III
                                   DEFINITIONS

         3.01 "Board" means the Board of Directors of the Corporation.

         3.02 "Change in Control of the Corporation" shall mean the occurrence
of any of the following:

         (a) The consummation of a merger or consolidation of the Corporation
with or into another entity or any other corporate reorganization, if persons
who were not stockholders of the Corporation immediately prior to such merger,
consolidation or other reorganization own immediately after such merger,
consolidation or other reorganization 50% or more of the voting power of the
outstanding securities of each of (i) the continuing or surviving entity and
(ii) any direct or indirect parent corporation of such continuing or surviving
entity;

         (b) The sale, transfer or other disposition of all or substantially all
of the Corporation's assets;


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         (c) A change in the composition of the Board, as a result of which
fewer than two-thirds of the incumbent directors are directors who either (i)
had been directors of the Corporation on the date 24 months prior to the date of
the event that may constitute a Change in Control (the "original directors") or
(ii) were elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the aggregate of the original directors who were
still in office at the time of the election or nomination and the directors
whose election or nomination was previously so approved; or

         (d) Any transaction as a result of which any person is the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing at least 50% of the
total voting power represented by the Corporation's then outstanding voting
securities. For purposes of this Subsection (d), the term "person" shall have
the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act
but shall exclude (i) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or of a Parent or Subsidiary and (ii) a
corporation owned directly or indirectly by the stockholders of the Corporation
in substantially the same proportions as their ownership of the common stock of
the Corporation.

         A transaction shall not constitute a Change in Control of the
Corporation if its sole purpose is to change the state of the Corporation's
incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Corporation's securities
immediately before such transaction.

         3.03 "Code" means the Internal Revenue Code of 1986, as amended.

         3.04 "Committee" means a committee of two or more directors appointed
by the Board pursuant to Article IV hereof each of whom shall be a Non-Employee
Director as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor
thereto and within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder.

         3.05 "Common Stock" means shares of the common stock, no par value, of
the Corporation.

         3.06 "Disability" means any physical or mental impairment which
qualifies an individual for disability benefits under the applicable long-term
disability plan maintained by the Parent Company, the Corporation or a
Subsidiary Company, or, if no such plan applies, which would qualify such
individual for disability benefits under any such plan as if such individual
were covered by that plan.

         3.07 "Effective Date" means the day upon which the Board approves this
Plan.


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         3.08 "Employee" means any person who is employed by the Corporation, a
Subsidiary Company or the Parent Company, or is an Officer of the Corporation, a
Subsidiary Company or the Parent Company, including directors who are also
Officers of or otherwise employed by the Corporation, a Subsidiary Company or
the Parent Company.

         3.09 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         3.10 "Fair Market Value" shall be equal to the fair market value per
share of the Corporation's Common Stock on the date an Option is granted, which
value shall be determined by the Board in its sole discretion. However, if the
Common Stock is publicly traded, the Fair Market Value of a share of Common
Stock shall be the closing sale price of a share of Common Stock on the date in
question (or, if such day is not a trading day in the U.S. markets, on the
nearest preceding trading day), as reported with respect to the principal market
(or the composite of the markets, if more than one) or national quotation system
in which such shares are then traded, or if no such closing prices are reported,
the mean between the high bid and low asked prices that day on the principal
market or national quotation system then in use, or if no such quotations are
available, the price furnished by a professional securities dealer making a
market in such shares selected by the Committee.

         3.11 "Incentive Stock Option" means any Option granted under this Plan
which the Board or Committee intends (at the time it is granted) to be an
"incentive stock option" within the meaning of Section 422 of the Code or any
successor thereto.

         3.12 "Non-Employee Director" means a member of the Board of Directors
of the Corporation, any Subsidiary Company or a Parent Company who is not also
an Officer or Employee.

         3.13 "Non-Qualified Option" means any Option granted under this Plan
which is not an Incentive Stock Option.

         3.14 "Officer" means an Employee whose position in the Parent Company,
the Corporation or a Subsidiary Company is that of a corporate officer, as
determined by the Board.

         3.15 "Option" means a right granted under this Plan to purchase Common
Stock.

         3.16 "Optionee" means an Employee, former Employee, Non-Employee
Director, or former Non-Employee Director to whom an Option is granted under the
Plan.

         3.17 "Parent Company" means any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
if each of the corporations other than the Corporation owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.


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         3.18 "Retirement" means a termination of service which constitutes a
"retirement" under any applicable qualified pension benefit plan maintained by
the Parent Company, the Corporation or a Subsidiary Company, or, if no such plan
is applicable, which would constitute "retirement" under any such plan, as if
such individual was a participant in that plan.

         3.19 "Subsidiary Companies" means those subsidiaries of the Corporation
which meet the definition of "subsidiary corporations" set forth in Section
424(f) of the Code, at the time of granting of the Option in question.



                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01 DUTIES OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority to adopt, amend
and rescind such rules, regulations and procedures as, in its opinion, may be
advisable in the administration of the Plan, including, without limitation,
rules, regulations and procedures which (i) deal with satisfaction of an
Optionee's tax withholding obligation pursuant to Article XII hereof, (ii)
include arrangements to facilitate the Optionee's ability to borrow funds for
payment of the exercise or purchase price of an Option, if applicable, from
securities brokers and dealers, (iii) establish the method and arrangements by
which certain Optionees may defer Non-Qualified Options pursuant to Article XIII
hereof, and (iv) include arrangements which provide for the payment of some or
all of such exercise or purchase price by delivery of previously-owned shares of
Common Stock or other property and/or by withholding some of the shares of
Common Stock which are being acquired. The interpretation and construction by
the Committee of any provisions of the Plan, any rule, regulation or procedure
adopted by it pursuant thereto or of any Option shall be final and binding in
the absence of action by the Board.

         4.02 APPOINTMENT AND OPERATION OF THE COMMITTEE. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the Board.
The Board from time to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of two or more
members of the Board, each of whom shall be a "non-employee director," as
defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto. In
addition, each member of the Committee shall be an "outside director" within the
meaning of Section 162(m) of the Code and regulations thereunder at such times
as is required under such regulations. The Committee shall act by vote or
written consent of a majority of its members. Subject to the express provisions
and limitations of the Plan, the Committee may adopt such rules, regulations and
procedures as it deems appropriate for the conduct of its affairs. It may
appoint one of its members to be chairman and any person, whether or not a
member, to be its secretary or agent. The Committee shall report its actions and
decisions to the Board at appropriate times but in no event less than one time
per calendar year.


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         4.03 REVOCATION FOR MISCONDUCT. The Board or the Committee may by
resolution immediately revoke, rescind and terminate any Option, or portion
thereof, to the extent not yet vested, previously granted under this Plan to an
Employee who is discharged from the employ of the Corporation, a Subsidiary
Company or the Parent Company for cause, which, for purposes hereof, shall mean
termination because of the Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule, or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order. Options granted to a Non-Employee Director who is
removed for cause pursuant to the Articles and/or Bylaws of the Corporation,
Subsidiary Company or Parent Company, shall terminate as of the effective date
of such removal.

         4.04 LIMITATION ON LIABILITY. Neither the members of the Board nor any
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan, any rule, regulation or procedure adopted
by it pursuant thereto or any Options granted under it. If a member of the Board
or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
Corporation and its Subsidiary Companies and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

         4.05 COMPLIANCE WITH LAW AND REGULATIONS. All Options granted hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Corporation shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of or obtaining of consents or approvals with respect to such
shares under any federal or state law or any rule or regulation of any
government body, which the Corporation shall, in its sole discretion, determine
to be necessary or advisable. Moreover, no Option may be exercised if such
exercise would be contrary to applicable laws and regulations.

         4.06 RESTRICTIONS ON TRANSFER. The Corporation may place a legend upon
any certificate representing shares acquired pursuant to an Option granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations. Nothing herein shall require the Corporation to
register any shares of Common Stock issuable under this Plan.


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                                    ARTICLE V
                                   ELIGIBILITY

         Options may be granted to such Employees and Non-Employee Directors of
the Parent Company, the Corporation and the Subsidiary Companies as may be
designated from time to time by the Board or the Committee. Options may not be
granted to individuals who are not Employees or Non-Employee Directors of the
Parent Company, the Corporation or a Subsidiary Company.


                                   ARTICLE VI
                        COMMON STOCK COVERED BY THE PLAN

         6.01 OPTION SHARES. The aggregate number of shares of Common Stock
which may be issued pursuant to this Plan, subject to adjustment as provided in
Article IX, shall be 500,000. None of such shares shall be the subject of more
than one Option at any time, but if an Option as to any shares is surrendered
before exercise, expires or terminates for any reason without having been
exercised in full, or for any other reason ceases to be exercisable, the number
of shares covered thereby shall again become available for grant under the Plan
as if no Options had been previously granted with respect to such shares. During
the time this Plan remains in effect, Option grants to each Employee shall not
exceed 50% of the shares of Common Stock available under the Plan.

         6.02 SOURCE OF SHARES. The shares of Common Stock issued under the Plan
may be authorized but unissued shares, treasury shares or shares purchased by
the Corporation on the open market or from private sources for use under the
Plan.


                                   ARTICLE VII
                                DETERMINATION OF
                         OPTIONS, NUMBER OF SHARES, ETC.

         The Board or the Committee shall, in its discretion, determine from
time to time which Employees and Non-Employee Directors will be granted Options
under the Plan, the number of shares of Common Stock subject to each Option,
whether each Option will be an Incentive Stock Option or a Non-Qualified Stock
Option and the exercise price of each Option. In making all such determinations
there shall be taken into account the duties, responsibilities and performance
of each respective Employee or Non-Employee Director, as the case may be, his or
her present and potential contributions to the growth and success of the
Corporation and/or the Subsidiary Companies, his other salary and such other
factors deemed relevant to accomplishing the purposes of the Plan.


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                                  ARTICLE VIII
                                     OPTIONS

         Each Option granted hereunder shall be on the following terms and
conditions:

         8.01 STOCK OPTION AGREEMENT. The proper officers, on behalf of the
Corporation and each Optionee, shall execute a Stock Option Agreement which
shall set forth the total number of shares of Common Stock to which it pertains,
the exercise price, whether it is a Non-Qualified Option or an Incentive Stock
Option, and such other terms, conditions, restrictions and privileges as the
Board or the Committee in each instance shall deem appropriate, provided they
are not inconsistent with the terms, conditions and provisions of this Plan.
Each Optionee shall receive a copy of his or her executed Stock Option
Agreement.

         8.02 OPTION EXERCISE PRICE.

                  (A) INCENTIVE STOCK OPTIONS. The per share price at which the
subject Common Stock may be purchased upon exercise of an Incentive Stock Option
shall be no less than one hundred percent (100%) of the Fair Market Value of a
share of Common Stock at the time such Incentive Stock Option is granted, except
as provided in Section 8.09(b).

                  (B) NON-QUALIFIED OPTIONS. The per share price at which the
subject Common Stock may be purchased upon exercise of a Non-Qualified Option
shall be established by the Committee at the time of grant.

         8.03  VESTING AND EXERCISE OF OPTIONS.

                  (A) GENERAL RULES. Unless and except as otherwise set forth by
the Board or the Committee in the Stock Option Agreement, Incentive Stock
Options and Non-Qualified Options granted to Optionees shall become vested and
exercisable as follows: 25% shall vest and become exercisable on the first
anniversary of the date of grant of the Stock Option and 6.25% shall vest and
become exercisable at the end of each three month period thereafter. The right
to exercise shall be cumulative. Notwithstanding the foregoing, except as
provided in Section 8.03(b) hereof, no vesting shall occur on or after an
Optionee's service is terminated for any reason. In determining the number of
shares of Common Stock with respect to which Options are vested and/or
exercisable, fractional shares will be rounded up to the nearest whole number if
the fraction is 0.5 or higher, and down if it is less.

                  (B) ACCELERATED VESTING. Unless the Board or the Committee
shall specifically state otherwise at the time an Option is granted, all Options
granted under this Plan shall become vested and exercisable in full on the date
an Optionee terminates his or her service with the Corporation, all Subsidiary
Companies and the Parent Company, because of his or her Disability, Retirement
or death. In addition, all Options hereunder shall become immediately vested and
exercisable in full as of the effective time of a Change in Control of the
Corporation.


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         8.04  DURATION OF OPTIONS.

                  (A) GENERAL RULE. Except as provided in Sections 8.04(b) and
8.09 hereof, each Option or portion thereof granted shall be exercisable at any
time on or after it vests and remain exercisable until the earlier of (i) ten
(10) years after its date of grant or (ii) six (6) months after the date on
which the Optionee ceases his or her service with the Corporation, all
Subsidiary Companies and the Parent Company, unless the Board or the Committee
in its discretion decides at the time of grant or thereafter to extend such
period of exercise upon termination of service to a period not exceeding five
(5) years.

                  (B) EXCEPTIONS. Unless the Board or the Committee shall
specifically state otherwise at the time an Option is granted, if an Optionee
terminates his or her service with the Corporation, all Subsidiary Companies and
the Parent Company as a result of Disability or Retirement without having fully
exercised his or her Options, the Optionee shall have the right, during the
three (3) year period following his or her termination of service to exercise
such Options.

         Unless the Board or the Committee shall specifically state otherwise at
the time an Option is granted, if an Optionee terminates his or her service with
the Corporation, all Subsidiary Companies and the Parent Company following a
Change in Control of the Corporation without having fully exercised his Options,
the Optionee shall have the right to exercise such Options during the remainder
of the original ten (10) year term of the Option from the date of grant.

         If an Optionee dies while in the service of the Corporation, a
Subsidiary Company or the Parent Company or terminates service with the
Corporation, all Subsidiary Companies and the Parent Company as a result of
Disability or Retirement and dies without having fully exercised his or her
Options, the executors, administrators, legatees or distributees of his or her
estate shall have the right, during the one (1) year period following his or her
death, to exercise such Options.

                  (C) LIMITATIONS. In no event, however, shall any Option be
exercisable more than ten (10) years from the date it was granted.

         8.05 NONASSIGNABILITY. Options shall not be transferable by an Optionee
except by will or the laws of descent or distribution, and during an Optionee's
lifetime shall be exercisable only by such Optionee or the Optionee's guardian
or legal representative. Notwithstanding the foregoing, or any other provision
of this Plan, an Optionee who holds Non-Qualified Options may transfer such
Options to his or her spouse, lineal ascendants, lineal descendants, or to a
duly established trust for the benefit of one or more of these individuals.
Options so transferred may thereafter be transferred only to the Optionee who
originally received the grant or to an individual or trust to whom the Optionee
could have initially transferred the Option pursuant to this Section 8.05.
Options which are transferred pursuant to this Section 8.05 shall be exercisable
by the transferee according to the same terms and conditions as applied to the
Optionee.


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         8.06 MANNER OF EXERCISE. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be set
forth in the written Stock Option Agreement provided for in Section 8.01 above.

         8.07 PAYMENT FOR SHARES. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of any Option shall be
made to the Corporation upon the exercise of the Option. All shares sold under
the Plan shall be fully paid and nonassessable. Payment for shares may be made
by the Optionee (i) in cash or by certified or cashiers check, (ii) by delivery
of a properly executed exercise notice, together with irrevocable instructions
to a broker to sell the shares and then to properly deliver to the Corporation
the amount of sale proceeds to pay the exercise price, all in accordance with
applicable laws and regulations, or (iii) at the discretion of the Committee, by
delivering shares of Common Stock equal in Fair Market Value to the purchase
price of the shares to be acquired pursuant to the Option, or any combination of
the foregoing. With respect to subclause (iii) hereof, the shares of Common
Stock delivered to pay the purchase price must have either been (a) purchased in
open market transactions or (b) issued by the Corporation pursuant to a plan
thereof, in each case more than six (6) months prior to the exercise date of the
Option.

         8.08 VOTING AND DIVIDEND RIGHTS. No Optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the Corporation's stockholder ledger as the holder of record of such shares
acquired pursuant to an exercise of an Option.

         8.09 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. All
Options issued under the Plan as Incentive Stock Options will be subject, in
addition to the terms detailed in Sections 8.01 to 8.08 above, to those
contained in this Section 8.09.

                  (A) Notwithstanding any contrary provisions contained
elsewhere in this Plan and as long as required by Section 422 of the Code, the
aggregate Fair Market Value, determined as of the time an Incentive Stock Option
is granted, of the Common 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 stock options that satisfy the requirements of Section 422
of the Code under any other stock option plan or plans maintained by the
Corporation (or any Parent Company or Subsidiary Company), shall not exceed
$100,000.

                  (B) LIMITATION ON TEN PERCENT STOCKHOLDERS. The price at which
shares of Common Stock may be purchased upon exercise of an Incentive Stock
Option granted to an individual who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly, more than ten percent (10%) of the total
combined voting power of all classes of stock issued to stockholders of a Parent
Company, the Corporation or any Subsidiary Company, shall be no less than one
hundred and ten percent (110%) of the Fair Market Value of a share of the Common
Stock of the Corporation at the time of grant, and such Incentive Stock Option
shall by its terms not be


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exercisable after the earlier of the date determined under Section 8.03 or the
expiration of five (5) years from the date such Incentive Stock Option is
granted.

                  (C) NOTICE OF DISPOSITION; WITHHOLDING; ESCROW. An Optionee
shall immediately notify the Corporation in writing of any sale, transfer,
assignment or other disposition (or action constituting a disqualifying
disposition within the meaning of Section 421 of the Code) of any shares of
Common Stock acquired through exercise of an Incentive Stock Option, within two
(2) years after the grant of such Incentive Stock Option or within one (1) year
after the acquisition of such shares, setting forth the date and manner of
disposition, the number of shares disposed of and the price at which such shares
were disposed of. The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any withholding requirements of federal
or state law or regulation and, further, to collect from the Optionee any
additional amounts which may be required for such purpose. The Committee or the
Board may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an Incentive Stock Option to be held in an escrow
arrangement for the purpose of enabling compliance with the provisions of this
Section 8.09(c).


                                   ARTICLE IX
                         ADJUSTMENTS FOR CAPITAL CHANGES

         The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any outstanding Option relates,
the maximum number of shares that can be covered by Options to each Employee and
the exercise price per share of Common Stock under any outstanding Option shall
be proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
this Plan resulting from a split, subdivision or consolidation of shares or any
other capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Corporation. If, upon a merger, consolidation, reorganization, liquidation,
recapitalization or the like of the Corporation, the shares of the Corporation's
Common Stock shall be exchanged for other securities of the Corporation or of
another corporation, each recipient of an Option shall be entitled, subject to
the conditions herein stated, to purchase or acquire such number of shares of
Common Stock or amount of other securities of the Corporation or such other
corporation as were exchangeable for the number of shares of Common Stock of the
Corporation which such optionees would have been entitled to purchase or acquire
except for such action, and appropriate adjustments shall be made to the per
share exercise price of outstanding Options. Notwithstanding any provision to
the contrary herein and to the extent permitted by applicable laws and
regulations and interpretations thereof, the exercise price of shares subject to
outstanding Options may be proportionately adjusted upon the payment of a
special large and nonrecurring dividend that has the effect of a return of
capital to the stockholders, providing that the adjustment to the per share
exercise price shall satisfy the criteria set forth in Emerging Issues Task
Force 90-9 (or any successor thereto) so that the adjustments do not result in
compensation expense, and provided further that if such adjustment with respect
to incentive stock options would be treated


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as a modification of the outstanding incentive stock options with the effect
that, for purposes of Sections 422 and 424(h) of the Code, and the rules and
regulations promulgated thereunder, new Incentive Stock Options would be deemed
to be granted hereunder, then no adjustment to the per share exercise price of
outstanding stock options shall be made.


                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, by resolution, at any time terminate or amend the Plan
with respect to any shares of Common Stock as to which Options have not been
granted, subject to any required stockholder approval or any stockholder
approval which the Board may deem to be advisable for any reason, such as for
the purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying any applicable stock exchange
listing requirements. The Board may not, without the consent of the holder of an
Option, alter or impair any Option previously granted or awarded under this Plan
except as specifically authorized herein.


                                   ARTICLE XI
                          EMPLOYMENT AND SERVICE RIGHTS

         Neither the Plan nor the grant of any Options hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create any
right on the part of any Employee, Officer or Non-Employee Director to continue
in any such capacity.


                                   ARTICLE XII
                                   WITHHOLDING

         12.01 TAX WITHHOLDING. The Corporation may withhold from any
distributions made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such distributions is
insufficient or the Board prohibits the withholding of shares, the Corporation
may require the Optionee to pay to the Corporation the amount required to be
withheld as a condition to delivering the shares acquired pursuant to an Option.
The Corporation also may withhold or collect amounts with respect to a
disqualifying disposition of shares of Common Stock acquired pursuant to
exercise of an Incentive Stock Option, as provided in Section 8.09(c) hereof.

         12.02 METHODS OF TAX WITHHOLDING. The Board or the Committee is
authorized to adopt rules, regulations or procedures which provide for the
satisfaction of an Optionee's tax withholding obligation by the retention of
shares of Common Stock to which the Employee would otherwise be entitled
pursuant to an Option and/or by the Optionee's delivery of previously owned
shares of Common Stock or other property.


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                                  ARTICLE XIII
                                DEFERRED PAYMENTS

         13.01 DEFERRAL OF OPTIONS. Notwithstanding any other provision of this
Plan, any Optionee who is either an Officer or a Non-Employee Director may
elect, with the approval of the Committee and consistent with any rules and
regulations established by the Board, to defer the delivery of the proceeds of
the exercise of any Non-Qualified Option not transferred under the provisions of
Section 8.05 hereof.

         13.02 TIMING OF ELECTION. The election to defer the delivery of the
proceeds from the exercise of any eligible Non-Qualified Option must be made at
least six (6) months prior to the date such Option is exercised or at such other
time as the Committee may specify. Deferrals of eligible Non-Qualified Options
shall only be allowed for exercises of Options that occur while the Optionee is
in active service with the Corporation, a Subsidiary Company or the Parent
Company. Any election to defer the proceeds from the exercise of an eligible
Non-Qualified Option shall be irrevocable.


                                   ARTICLE XIV
                        EFFECTIVE DATE OF THE PLAN; TERM

         14.01 EFFECTIVE DATE OF THE PLAN. This Plan shall become effective on
the Effective Date, and Options may be granted hereunder no earlier than the
date that this Plan is approved by stockholders of the Corporation and prior to
the termination of the Plan, provided that this Plan is approved by stockholders
of the Corporation pursuant to Article XV hereof.

         14.02 TERM OF THE PLAN. Unless sooner terminated, this Plan shall
remain in effect for a period of ten (10) years ending on the tenth anniversary
of the Effective Date. Termination of the Plan shall not affect any Options
previously granted and such Options shall remain valid and in effect until they
have been fully exercised or earned, are surrendered or by their terms expire or
are forfeited.


                                   ARTICLE XV
                              STOCKHOLDER APPROVAL

         The Corporation shall submit this Plan to stockholders for approval at
a meeting of stockholders of the Corporation held within twelve (12) months
following the Effective Date in order to meet the requirements of (i) Section
422 of the Code and regulations thereunder and (ii) Section 162(m) of the Code
and regulations thereunder.


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<PAGE>

                                   ARTICLE XVI
                                  MISCELLANEOUS

         16.01 GOVERNING LAW. To the extent not governed by federal law, this
Plan shall be construed under the laws of the State of Delaware.

         16.02 PRONOUNS. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.




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