Exhibit 4B

                                 AUTOINFO, INC.
                             2006 STOCK OPTION PLAN

      1.    Purpose; Types of Awards; Construction.

            The  purpose  of the  AutoInfo,  Inc.  2006 Stock  Option  Plan (the
"Plan") is to align the interests of officers, other key employees,  consultants
and nonemployee  directors of AutoInfo,  Inc. (the "Company") and its affiliates
with those of the  stockholders  of the Company,  to afford an incentive to such
officers, employees,  consultants and directors to continue as such, to increase
their  efforts  on behalf of the  Company  and to  promote  the  success  of the
Company's business.  To further such purposes,  the Company may grant options to
purchase  shares of the Company's  common stock.  The provisions of the Plan are
intended to satisfy the  requirements  of Section  16(b) of the Exchange Act (as
defined below) and of Section 162(m) of the Code (as defined  below),  and shall
be interpreted in a manner consistent with the requirements  thereof,  as now or
hereafter construed, interpreted and applied by regulations, rulings and cases.

      2.    Definitions.

            As used in this Plan, the following words and phrases shall have the
meanings indicated below:

            (a) "Agreement"  shall mean a written agreement entered into between
the Company and an Optionee (as defined below) in connection with an award under
the Plan.

            (b) "Board" shall mean the Board of Directors of the Company.

            (c) "Cause,"  when used in  connection  with the  termination  of an
Optionee's  employment by the Company or the cessation of an Optionee's  service
as a consultant or a member of the Board,  shall mean (i) the  conviction of the
Optionee  for the  commission  of a felony,  or (ii) the willful  and  continued
failure by the Optionee to  substantially  perform his duties and obligations to
the Company or a  Subsidiary  (as defined  below)  (other than any such  failure
resulting from his incapacity due to physical or mental  illness),  or (iii) the
willful engaging by the Optionee in misconduct that is demonstrably injurious to
the Company or a  Subsidiary.  For  purposes of this  Section  2(c),  no act, or
failure to act, on an Optionee's part shall be considered "willful" unless done,
or omitted  to be done,  by the  Optionee  in bad faith and  without  reasonable
belief that his action or omission was in the best interest of the Company.  The
Committee (as defined below) shall determine whether a termination of employment
is for Cause for purposes of the Plan.

            (d) "Change in Control"  shall mean the  occurrence of the event set
forth in any of the following paragraphs:

                  (i) any Person (as defined below) is or becomes the beneficial
      owner (as defined in Rule 13d-3 under the Exchange Act (as defined below),
      directly or indirectly, of securities of the Company (not including in the
      securities beneficially

<PAGE>

      owned by such Person any securities  acquired directly from the Company or
      its subsidiaries) representing 50% or more of the combined voting power of
      the Company's then outstanding securities; or

                  (ii)  the  following  individuals  cease  for  any  reason  to
      constitute a majority of the number of directors then serving: individuals
      who, on the date hereof,  constitute the Board and any new director (other
      than a director whose initial  assumption of office is in connection  with
      an actual or threatened  election contest,  including but not limited to a
      consent  solicitation,  relating  to  the  election  of  directors  of the
      Company)  whose  appointment  or election by the Board or  nomination  for
      election by the Company's  stockholders  was approved or  recommended by a
      vote of at least  two-thirds  (2/3) of the directors  then still in office
      who  either  were  directors  on the date  hereof  or  whose  appointment,
      election  or  nomination  for  election  was  previously  so  approved  or
      recommended; or

                  (iii) there is  consummated a merger or  consolidation  of the
      Company  or a  direct  or  indirect  subsidiary  thereof  with  any  other
      corporation,  other than (A) a merger or consolidation  which would result
      in the voting securities of the Company  outstanding  immediately prior to
      such merger or consolidation  continuing to represent (either by remaining
      outstanding or by being converted into voting  securities of the surviving
      entity or any parent  thereof),  in combination  with the ownership of any
      trustee or other fiduciary  holding  securities  under an employee benefit
      plan of the  Company,  at least 50% of the  combined  voting  power of the
      securities of the Company or such  surviving  entity or any parent thereof
      outstanding  immediately  after  such  merger or  consolidation,  or (B) a
      merger or consolidation  effected to implement a  recapitalization  of the
      Company  (or  similar  transaction)  in which no Person is or becomes  the
      beneficial  owner,  directly or  indirectly,  of securities of the Company
      (not  including in the  securities  beneficially  owned by such Person any
      securities  acquired  directly  from  the  Company  or  its  subsidiaries)
      representing  50% or more of the combined  voting  power of the  Company's
      then outstanding securities; or

                  (iv)  the  stockholders  of the  Company  approve  a  plan  of
      complete liquidation or dissolution of the Company or there is consummated
      an  agreement  for  the  sale  or  disposition  by the  Company  of all or
      substantially  all  of  the  Company's  assets,   other  than  a  sale  or
      disposition  by the Company of all or  substantially  all of the Company's
      assets to an  entity,  at least 50% of the  combined  voting  power of the
      voting  securities of which are owned by Persons in substantially the same
      proportions as their  ownership of the Company  immediately  prior to such
      sale.

            For purposes of this Section 2(d),  "Person"  shall have the meaning
given in Section  3(a)(9) of the Exchange  Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries,  (iii)
an underwriter temporarily holding securities pursuant to an offering of such


                                       2
<PAGE>

securities,  or  (iv)  a  corporation  owned,  directly  or  indirectly,  by the
stockholders  of the  Company in  substantially  the same  proportions  as their
ownership of stock of the Company.

            (e) "Code" shall mean the Internal  Revenue Code of 1986, as amended
from time to time.

            (f) "Committee"  shall mean a committee  established by the Board to
administer the Plan.

            (g)  "Common  Stock"  shall mean shares of common  stock,  $.001 par
value, of the Company.

            (h) "Company"  shall mean  AutoInfo,  Inc., a corporation  organized
under the laws of the State of Delaware, or any successor corporation.

            (i) "Disability"  shall mean an Optionee's  inability to perform his
duties with the Company or on the Board by reason of any medically  determinable
physical or mental  impairment,  as  determined  by a physician  selected by the
Optionee and acceptable to the Company.

            (j) "Exchange Act" shall mean the  Securities  Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

            (k) "Fair Market Value" per share as of a particular date shall mean
(i) if the  shares of  Common  Stock are then  listed on a  national  securities
exchange,  the  closing  sales price per share of Common  Stock on the  national
securities exchange on which the Common Stock is principally traded for the last
preceding  date on which there was a sale of such Common Stock on such exchange,
or (ii) if the  shares of Common  Stock are then  traded in an  over-the-counter
market,  the  closing  bid  price  for  the  shares  of  Common  Stock  in  such
over-the-counter market for the last preceding date on which there was a sale of
such Common Stock in such market, or (iii) if the shares of Common Stock are not
then listed on a national  securities  exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall determine.

            (l)  "Incentive  Stock Option" shall mean any option  intended to be
and designated as an incentive stock option within the meaning of Section 422 of
the Code.

            (m)  "Nonemployee  Director" shall mean a member of the Board who is
not an employee of the Company.

            (n)  "Nonqualified  Option"  shall  mean  an  Option  that is not an
Incentive Stock Option.

            (o) "Option" shall mean the right,  granted  hereunder,  to purchase
shares of Common Stock.  Options  granted by the Committee  pursuant to the Plan
may constitute either Incentive Stock Options or Nonqualified Stock Options.


                                       3
<PAGE>

            (p) "Optionee" shall mean a person who receives a grant of an Option
under the Plan.

            (q) "Option  Price"  shall mean the  exercise  price of an Option to
purchase a share of Common Stock covered by such Option.

            (r) "Parent"  shall mean any company  (other than the Company) in an
unbroken chain of companies  ending with the Company if, at the time of granting
an Option,  each of the companies  other than the Company owns stock  possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other companies in such chain.

            (s) "Plan" shall mean this AutoInfo, Inc. 2006 Stock Option Plan.

            (t) "Rule  16b-3"  shall  mean Rule  16b-3,  as from time to time in
effect,  promulgated by the Securities and Exchange  Commission under Section 16
of the Exchange Act, including any successor to such Rule.

            (u) "Subsidiary"  shall mean any company (other than the Company) in
an unbroken  chain of  companies  beginning  with the Company if, at the time of
granting an Option,  each of the  companies  other than the last  company in the
unbroken  chain owns stock  possessing  fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  companies in
such chain.

            (v) "Ten  Percent  Stockholder"  shall mean an Optionee  who, at the
time an Incentive Stock Option is granted, owns (or is deemed to own pursuant to
the attribution  rules of Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined  voting power of all classes of stock of
the Company or any Parent or Subsidiary.

      3.    Administration.

            The Plan, except as may otherwise be determined by the Board,  shall
be  administered  by the Committee,  the members of which shall be  "nonemployee
directors" under Rule 16b-3 and "outside  directors" under Section 162(m) of the
Code.

            The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express  provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically  granted
to it under the Plan or  necessary or  advisable  in the  administration  of the
Plan,  including,  without  limitation,  the  authority  to  grant  Options;  to
determine  which  Options  shall  constitute  Incentive  Stock Options and which
Options shall constitute  Nonqualified Stock Options;  to determine the purchase
price of the shares of Common  Stock  covered by each Option;  to determine  the
persons to whom,  and the time or times at which  awards  shall be  granted;  to
determine  the number of shares to be covered by each award;  to  interpret  the
Plan; to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan; to determine the terms and provisions of the Agreements (which need not be
identical) and to


                                       4
<PAGE>

cancel or suspend  awards,  as necessary;  and to make all other  determinations
deemed necessary or advisable for the administration of the Plan.

            The Committee may not delegate its authority to grant  Options.  The
Committee  may employ one or more  persons to render  advice with respect to any
responsibility  the Committee may have under the Plan. The Board shall have sole
authority,  unless  expressly  delegated to the  Committee,  to grant Options to
Nonemployee Directors.  All decisions,  determination and interpretations of the
Committee  shall be final and binding on all  Optionees of any awards under this
Plan.

            The Board shall have the  authority to fill all  vacancies,  however
caused,  in the  Committee.  The Board may from time to time appoint  additional
members  to the  Committee,  and may at any time  remove  one or more  Committee
members. One member of the Committee shall be selected by the Board as chairman.
The Committee  shall hold its meetings at such times and places as it shall deem
advisable.  All  determinations  of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent.  The Committee may appoint a secretary and make
such rules and  regulations  for the  conduct of its  business  as it shall deem
advisable, and shall keep minutes of its meetings.

            No member of the Board or  Committee  shall be liable for any action
taken or determination  made in good faith with respect to the Plan or any award
granted hereunder.

      4.    Eligibility.

            Awards may be granted to  officers  and other key  employees  of and
consultants  to the  Company,  and  its  Subsidiaries,  including  officers  and
directors who are employees,  and to Nonemployee  Directors.  In determining the
persons to whom  awards  shall be granted and the number of shares to be covered
by each  award,  the  Committee  shall  take  into  account  the  duties  of the
respective persons, their present and potential  contributions to the success of
the  Company  and such other  factors as the  Committee  shall deem  relevant in
connection with accomplishing the purpose of the Plan.

      5.    Stock.

            The maximum  number of shares of Common Stock reserved for the grant
of  awards  under  the Plan  shall  be Three  Million  (3,000,000),  subject  to
adjustment  as  provided  in Section 9 hereof.  Such  shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may be
reacquired by the Company.  The Company,  during the term of this Plan,  will at
all times  reserve and keep  available  such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of the Plan.

            If any  outstanding  award  under  the Plan  should  for any  reason
expire,  be canceled or be forfeited  without having been exercised in full, the
shares of Common Stock allocable to


                                       5
<PAGE>

the unexercised,  canceled or terminated portion of such award shall (unless the
Plan shall have been  terminated)  become  available  for  subsequent  grants of
awards under the Plan.

      6.    Terms and Conditions of Options.

            Each Option  granted  pursuant to the Plan shall be  evidenced by an
Agreement,  in such  form  and  containing  such  terms  and  conditions  as the
Committee shall from time to time approve, which Agreement shall comply with and
be subject to the following terms and conditions,  unless otherwise specifically
provided in such Agreement:

            (a)  Number of  Shares.  Each  Agreement  shall  state the number of
shares of Common Stock to which the Option relates.

            (b) Type of Option. Each Agreement shall specifically state that the
Option constitutes an Incentive Stock Option or a Nonqualified Stock Option.

            (c) Option Price. Each Agreement shall state the Option Price, which
shall not be less than one hundred  percent  (100%) of the Fair Market Value per
share of Common  Stock  covered by the  Option on the date of grant.  The Option
Price shall be subject to adjustment  as provided in Section 9 hereof.  The date
as of which the Committee adopts a resolution expressly granting an Option shall
be considered  the day on which such Option is granted,  unless such  resolution
specifies a different date.

            (d) Exercise  Schedule and Period of Options.  Each Agreement  shall
provide the exercise  schedule for the Option as  determined  by the  Committee;
provided,  however,  that, the Committee  shall have the authority to accelerate
the  exercisability  of any  outstanding  Option  at such  time and  under  such
circumstances as it, in its sole  discretion,  deems  appropriate.  The exercise
period  shall be ten (10) years from the date of the grant of the Option  unless
otherwise determined by the Committee;  provided,  however, that, in the case of
an Incentive Stock Option,  such exercise period shall not exceed ten (10) years
from the date of grant of such Option.  The exercise  period shall be subject to
earlier  termination  as provided in Sections  6(f),  6(g) and 6(h)  hereof.  An
Option  may be  exercised,  as to any or all full  shares of Common  Stock as to
which the Option has become  exercisable,  by written notice delivered in person
or by mail to the Chief Financial Officer of the Company,  specifying the number
of shares of Common Stock with respect to which the Option is being exercised.

            (e) Medium and Time of Payment.  The Option Price  multiplied by the
number of shares of Common  Stock  exercised  by the  Optionee  shall be paid in
full, at the time of exercise, in cash.

            (f)  Termination.  Except as  provided in this  Section  6(f) and in
Sections  6(g) and 6(h) hereof,  an Option may not be exercised  unless (i) with
respect to an Optionee  who is an employee of the Company or a  Subsidiary,  the
Optionee is then in the employ of the Company or a Subsidiary (or a company or a
Parent or Subsidiary company of such company issuing or assuming the Option in a
transaction to which Section 424(a) of the Code applies), and unless the


                                       6
<PAGE>

Optionee has remained  continuously  so employed  since the date of grant of the
Option and (ii) with respect to an Optionee who is a Nonemployee  Director,  the
Optionee  is then  serving as a member of the Board or as a member of a board of
directors of a company or a Parent or Subsidiary company of such company issuing
or assuming the Option.  In the event that the  employment of an Optionee  shall
terminate  or the  service of an  Optionee  as a member of the Board shall cease
(other than by reason of death or Disability), all Options of such Optionee that
are exercisable at the time of such termination  may, unless earlier  terminated
in accordance with their terms,  be exercised  within ninety (90) days after the
date of such  termination of service (or such different  period as the Committee
shall prescribe).

            (g) Death or Disability of Optionee.  If an Optionee shall die while
employed by the Company or a Subsidiary or serving as a member of the Board,  or
within  ninety  (90)  days  after  the date of  termination  of such  Optionee's
employment or cessation of such Optionee's service which shall not have been for
Cause, in which case this Section 6(g) shall not be applicable,  (or within such
different  period as the Committee  may have provided  pursuant to Sections 6(f)
hereof), or if the Optionee's  employment shall terminate or service shall cease
by reason of Disability,  all Options  theretofore  granted to such Optionee (to
the extent otherwise  exercisable) may, unless earlier  terminated in accordance
with their terms,  be exercised  by the Optionee or by his  beneficiary,  at any
time  within one year after the death or  Disability  of the  Optionee  (or such
different period as the Committee shall prescribe).  In the event that an Option
granted hereunder shall be exercised by the legal  representatives of a deceased
or former  Optionee,  written  notice of such exercise shall be accompanied by a
certified copy of letters  testamentary or equivalent proof of the right of such
legal representative to exercise such Option. Unless otherwise determined by the
Committee,  Options not  otherwise  exercisable  on the date of  termination  of
employment shall be forfeited as of such date.

            (h)  Termination  for Cause.  In the event that the employment of an
Optionee shall  terminate or the service of an Optionee as a member of the Board
shall cease for Cause,  all Options of such Optionee that are exercisable at the
time of such termination may, unless earlier terminated in accordance with their
terms, be exercised  within thirty (30) days after the date of such  termination
of service (or such different period as the Committee shall prescribe).

            (i) Other  Provisions.  The Agreements  evidencing  awards under the
Plan shall contain such other terms and  conditions  not  inconsistent  with the
Plan as the Committee may determine,  including  penalties for the commission of
competitive acts.

      7.    Nonqualified Stock Options.

            Options  granted   pursuant  to  this  Section  7  are  intended  to
constitute  Nonqualified  Stock Options and shall be subject only to the general
terms and conditions specified in Section 6 hereof.

      8.    Incentive Stock Options.

            Options  granted   pursuant  to  this  Section  8  are  intended  to
constitute Incentive Stock Options and shall be subject to the following special
terms and conditions, in addition to


                                       7
<PAGE>

the general  terms and  conditions  specified in Section 6 hereof.  An Incentive
Stock Option may not be granted to a Nonemployee Director or a consultant to the
Company.

            (a) Value of Shares.  The aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of Common Stock
with respect to which  Incentive  Stock Options  granted under this Plan and all
other option plans of any subsidiary  become  exercisable  for the first time by
each Optionee during any calendar year shall not exceed $100,000.

            (b) Ten  Percent  Stockholder.  In the  case of an  Incentive  Stock
Option granted to a Ten Percent  Stockholder,  (i) the Option Price shall not be
less than one hundred ten percent  (110%) of the Fair Market  Value per share of
Common Stock on the date of grant of such Incentive  Stock Option,  and (ii) the
exercise  period  shall not exceed five (5) years from the date of grant of such
Incentive Stock Option.

      9.    Effect of Certain Changes.

            (a) In the event of any stock  dividend,  recapitalization,  merger,
consolidation,  stock split, or combination or exchange of such shares, or other
similar transactions, each of the number of shares of Common Stock available for
awards, the number of such shares covered by outstanding  awards, and the Option
Price, as appropriate,  shall be equitably  adjusted by the Committee to reflect
such event and preserve the value of such awards.

            (b) Upon the occurrence of a Change in Control,  each Option granted
under the Plan and then  outstanding  but not yet  exercisable  shall  thereupon
become fully exercisable.

      10.   Surrender and Exchange of Awards.

            The Committee may permit the voluntary surrender of all or a portion
of any Option granted under the Plan or any option granted under any other plan,
program or arrangement of the Company or any Subsidiary  ("Surrendered Option"),
to be conditioned upon the granting to the Optionee of a new Option for the same
number of shares of Common Stock as the Surrendered  Option, or may require such
voluntary  surrender as a condition precedent to a grant of a new Option to such
Optionee.  Subject  to the  provisions  of the Plan,  such new  Option may be an
Incentive Stock Option or a Nonqualified  Stock Option, and shall be exercisable
at the price,  during such period and on such other terms and  conditions as are
specified by the Committee at the time the new Option is granted.

      11.   Period During Which Awards May Be Granted.

            Awards may be granted  pursuant to the Plan from time to time within
a period of ten (10) years  from the date the Plan is  adopted by the Board,  or
the date the Plan is approved by the  shareholders of the Company,  whichever is
earlier, unless the Board shall terminate the Plan at an earlier date.


                                       8
<PAGE>

      12.   Nontransferability of Awards.

            Except as otherwise  determined  by the  Committee,  awards  granted
under the Plan shall not be  transferable  otherwise than by will or by the laws
of descent and distribution,  and awards may be exercised or otherwise realized,
during the lifetime of the Optionee,  only by the Optionee or by his guardian or
legal representative.

      13.   Approval of Stockholders.

            The Plan shall take effect upon its  adoption by the Board and shall
terminate on the tenth anniversary of such date, but the Plan (and any grants of
awards made prior to the shareholder approval mentioned herein) shall be subject
to the  approval of Company's  shareholders,  which  approval  must occur within
twelve months of the date the Plan is adopted by the Board.

      14.   Agreement by Optionee Regarding Withholding Taxes.

            If the Committee  shall so require,  as a condition of exercise of a
Nonqualified  Stock  Option  (a  "Tax  Event"),  each  Optionee  who  is  not  a
Nonemployee  Director  shall agree that no later than the date of the Tax Event,
such Optionee will pay to the Company or make  arrangements  satisfactory to the
Committee  regarding  payment of any  federal,  state or local taxes of any kind
required by law to be withheld upon the Tax Event. Alternatively,  the Committee
may provide that such an Optionee may elect, to the extent permitted or required
by law, to have the Company  deduct  federal,  state and local taxes of any kind
required by law to be  withheld  upon the Tax Event from any payment of any kind
due the Optionee. The withholding obligation may be satisfied by the withholding
or delivery of Common  Stock.  Any  decision  made by the  Committee  under this
Section 14 shall be made in its sole discretion.

      15.   Amendment and Termination of the Plan.

            The Board at any time and from time to time may suspend,  terminate,
modify or amend the Plan; provided,  however,  that, unless otherwise determined
by the Board, an amendment that requires  stockholder  approval in order for the
Plan to continue to comply  with Rule 16b-3,  Section  162(m) of the Code or any
other law,  regulation  or stock  exchange  requirement  shall not be  effective
unless  approved by the requisite  vote of  stockholders.  Except as provided in
Section 9(a) hereof,  no suspension,  termination,  modification or amendment of
the Plan may adversely affect any award previously  granted,  unless the written
consent of the Optionee is obtained.

      16.   Rights as a Stockholder.

            An  Optionee or a  transferee  of an award shall have no rights as a
stockholder  with  respect to any shares  covered by the award until the date of
the issuance of a stock certificate to such for such shares. No adjustment shall
be made for dividends (ordinary or extraordinary,


                                       9
<PAGE>

whether in cash,  securities or other  property) or distribution of other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 9(a) hereof.

      17.   No Rights to Employment or Service as a Director or Consultant.

            Nothing  in the Plan or in any award  granted or  Agreement  entered
into pursuant hereto shall confer upon any Optionee the right to continue in the
employ  of the  Company  or any  Subsidiary  or as a  member  of the  Board or a
consultant  to  the  Company  or  any  Subsidiary  or  to  be  entitled  to  any
remuneration  or  benefits  not set  forth in the Plan or such  Agreement  or to
interfere  with or  limit  in any way  the  right  of the  Company  or any  such
Subsidiary to terminate such  Optionee's  employment or service.  Awards granted
under the Plan shall not be  affected  by any change in duties or position of an
employee  Optionee  as long as such  Optionee  continues  to be  employed by the
Company or any Subsidiary.

      18.   Beneficiary.

            An Optionee may file with the Committee a written  designation  of a
beneficiary  on such form as may be  prescribed  by the  Committee and may, from
time to time,  amend or revoke such  designation.  If no designated  beneficiary
survives the Optionee,  the executor or administrator  of the Optionee's  estate
shall be deemed to be the Optionee's beneficiary.

      19.   Governing Law.

            The Plan and all  determinations  made and  actions  taken  pursuant
hereto shall be governed by the laws of the State of Delaware.

      20.   Other Compensation Plans.

            The  adoption of the Plan shall not affect any other stock option or
other compensation plans in effect for the Company or any Subsidiary,  nor shall
the Plan preclude the Company from  establishing any other forms of incentive or
other compensation plans.

      21.   Singular, Plural; Gender.

            Whenever  used  herein,  nouns in the  singular  shall  include  the
plural, and the masculine pronoun shall include the feminine gender.

      22.   Headings, Etc., No Part Of Plan.

            Headings  of  Sections  hereof  are  inserted  for  convenience  and
reference; they constitute no part of the Plan.


                                       10