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                                                                   EXHIBIT 10.11


                                                        COMPOSITE COPY INCLUDING
                                             FIRST, SECOND AND THIRD AMENDMENTS,
                                                    EFFECTIVE SEPTEMBER 30, 1998


                              AMENDED AND RESTATED
                              HARBINGER CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


1.       PURPOSE.

         The Amended and Restated Harbinger Corporation Employee Stock Purchase
Plan (the "Plan") is intended to encourage employee stock ownership by offering
employees of Harbinger Corporation and its subsidiaries Purchase Rights (as such
term is defined in Section 2) to purchase shares of Common Stock. The Plan is
intended to operate as a bifurcated plan, providing benefits as an "employee
stock purchase plan" as defined in Section 423 of the Internal Revenue Code of
1986, as amended ("Code"), to those employees eligible to participate in and
receive benefits under such a plan, and providing similar benefits through an
employee stock purchase plan not intended to satisfy Code Section 423 to
eligible employees who may not benefit under a plan satisfying Code Section 423.
The provisions of the Plan shall, accordingly, be construed so as to comply with
the requirements of Section 423 of the Code, whenever possible.

2.       DEFINITIONS.

         "BASE PAY" means regular straight-time and overtime earnings received
from the Company, excluding payments for incentive compensation, bonuses and
other special payments.

         "BOARD" mean the Board of Directors of the Harbinger Corporation.

         "COMMITTEE" means the Compensation Committee of the Board.

         "COMMON STOCK" or "STOCK" means the Common Stock, par value $.0001 per
share, of Harbinger Corporation, and any other stock or securities (including
any other share or securities of an entity other than Harbinger Corporation) for
or into which the outstanding shares of such stock are hereinafter exchanged or
changed.

         "COMPANY" means Harbinger Corporation.

         "CUSTODIAN" means Smith Barney, Inc., whose address is 388 Greenwich
Street, 28th Floor, New York, New York 10013, or such other person as the
Committee shall designate from time to time.

         "EFFECTIVE DATE" means the date set by the Board for the Plan to become
effective, which date shall be the first day of a Purchase Period, and which
shall be at least one hundred and eighty (180) days after the effective date of
the initial public offering for Harbinger Corporation, or such earlier date as
is approved by the underwriter of such initial offering. The Effective Date
shall be subject to shareholder approval pursuant to Section 17.

         "EXERCISE DATE" means the last day of a Purchase Period (as such term
is defined below), on which date all Participants' outstanding Purchase Rights
will automatically be exercised.

         "FAIR MARKET VALUE" means the closing "asked" price of the shares of
Stock in the over-the-counter market on the day on which such value is to be
determined or, if such "asked" price is not available, the last sales price on
such day or, if no shares were traded on such day, on the next preceding day on
which the shares were traded, as reported by the National Association of
Securities Dealers Automatic Quotation System

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(NASDAQ) or other national quotation service. If the shares are listed on a
National Securities Exchange, "fair market value" means the closing price of the
shares on such National Securities Exchange on the day of which such value is to
be determined or, if no shares were traded on such day, on the next preceding
day on which shares were traded, as reported by National Quotation Bureau, Inc.
or other national quotation service. If at any time shares of Common Stock are
not traded on an exchange or in the over-the-counter market, Fair Market Value
shall be the value determined by the Board of Directors or Committee
administering the Plan, taking into consideration those factors affecting or
reflecting value which they deem appropriate.

         "NASDAQ" means the National Association of Securities Dealers Automated
Quotation System.

         "PARTICIPANT" means an employee of the Company or of a parent or
subsidiary of the Company who has enrolled in the Plan by completing a
Participation Form (as such term is defined in Section 5 hereof) with the Plan
Administrator. For purposes of the Plan, a parent means a company which owns a
majority interest in the Company and effectively controls the Company, and a
subsidiary means a company in which the Company owns a majority interest and
which the Company effectively controls. For purposes of employees participating
in the portion of the Plan satisfying Code Section 423, the terms parent and
subsidiary have the meanings set forth in Code Sections 424(e) and (f),
respectively.

         "PLAN ADMINISTRATOR" means the Director of Human Resources of the
Company, or any such other person so designated by the Committee.

         "PURCHASE PERIOD" means the period beginning 48 hours after the release
of operating results for the immediately prior quarter and ending 48 hours after
the release of operating results for the then current quarter.

         "PURCHASE RIGHT" means a Participant's option to purchase shares of
Common Stock that is deemed to be granted to a Participant during a Purchase
Period pursuant to Section 7.

         "SECTION 16(b) INSIDER" means those persons subject to the requirements
of Section 16(b) of the Securities Exchange Act of 1934, as amended.

         "TRADING DAY" refers to a day during which the NASDAQ National Market
System is available for trading shares of Common Stock.

3.       ELIGIBILITY.

         (a)      Participation in the Plan is voluntary. All full-time
employees of the Company, including officers and directors who are full-time
employees but who are not members of the Committee, who have completed at least
six (6) months of continuous service with the Company are eligible to
participate in the Plan. The employee's entry date in the Plan shall be the
first day of the Contribution Period immediately following the date the employee
has satisfied the eligibility provisions. Full-time employees mean those
employees who work at least twenty (20) hours per week and for more than five
(5) months in any calendar year.

         (b)      Notwithstanding any provision of the Plan to the contrary, no
employee may participate in that part of the Plan which is intended to satisfy
Code Section 423 if prior to the grant of Purchase Rights or if following a
grant of Purchase Rights under the Plan, the employee would own, directly or by
attribution, stock, Purchase Rights or other stock options to purchase stock
representing five percent (5%) or more of the total combined voting power or
value of all classes of the Company's stock as defined in Code Section
423(b)(3).

         (c)      Subject to committee approval, any employees of a company or
other entity which is acquired directly or indirectly by the Company (whether by
merger, consolidation, stock purchase or otherwise) and becomes a subsidiary of
the Company (as such term is defined in Code Section 424(f)) may, for purposes
of determining eligibility to participate in the Plan, be granted past service
credit for employment with such company or entity.

4.       SECURITIES SUBJECT TO THE PLAN AND PURCHASE PERIODS.

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         (a)      The maximum number of shares which may be granted and
purchased under the Plan may not exceed Three Hundred and Twenty Five Thousand
(325,000) shares of Common Stock (subject to adjustment as provided in Section
15), which may be authorized but unissued shares, re-acquired shares or shares
bought on the open market. If any Purchase Right granted shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares of Common Stock shall again become available for purposes of the Plan,
unless the Plan has been terminated.

         (b)      "CONTRIBUTION PERIOD" means each three month calendar quarter
period, beginning on January 1, April 1, July 1, and October 1, with the first
such Contribution Period beginning concurrently with the Effective Date of the
Plan.

5.       PARTICIPATION.

         Eligible employees become Participants in the Plan by authorizing
payroll deductions for the purpose through a "Participation Form" filed with the
Plan Administrator no later than fifteen (15) days prior to the start date of a
Contribution Period. Notwithstanding the above, and subject to committee
approval, the Plan Administrator may provide for a special election period for
participation in the Plan following the acquisition of a company or other entity
directly or indirectly by the Company (whether by merger, consolidation, stock
purchase or otherwise) which results in such company or entity becoming a
subsidiary of the Company (as such term is defined in Code Section 424(f)).
Subject to committee approval, all employees of the Company and its subsidiaries
shall be eligible to participate in such special election period.

6.       PAYROLL DEDUCTIONS.

         (a)      In order to purchase Common Stock each Participant must elect
and indicate on the Participation Form the amount he/she wishes to authorize the
Company to deduct at regular payroll intervals during the Contribution Period,
expressed either as (1) an integral percentage amount ranging from one percent
(1%) to fifteen percent (15%) of such Participant's Base Pay for the applicable
payroll period, with a minimum deduction of $10.00 per payday during the
Contribution Period, or (2) a dollar amount to be deducted pro rata at regular
payroll intervals during the Purchase Period, with a minimum deduction of $10
per payday and a maximum dollar amount per payday to be set by the Committee.
The Committee shall determine from time to time whether method (1) or (2), or
both, shall be utilized. The Participation Form will include authorization for
the Company to make payroll deductions from the Participant's Base Pay.

         (b)      A Participant may not be granted Purchase Rights under the
Plan with respect to more than Fifteen Thousand Dollars ($15,000.00) worth of
Common Stock for any calendar year such Purchase Rights to purchase Common Stock
are outstanding pursuant to the terms of the Plan. The Fifteen Thousand Dollar
($15,000.00) limit is determined according to the Fair Market Value of the
Common Stock on the first day (the grant date) of the Purchase Period.
Participants will be notified if these limitations become applicable to them.

         (c)      The amounts deducted from the Participant's Base Pay shall be
credited to a bookkeeping account established in the Participant's name under
the Plan, but no actual separate account will be established by the Company to
hold such amounts. There shall be no interest paid on the balance credited to a
Participant's account. Amounts deducted from the participant's Base Pay may be
commingled with the general assets of the Company and may be used for its
general corporate purposes prior to the purchase of Common Stock for a Purchase
Period.

         (d)      Payroll deductions shall begin on the first payday of each
Purchase Period, and shall end on the last payday of each Purchase Period.
Eligible employees may participate in the Plan and purchase shares only through
payroll deductions. Notwithstanding the above, a Participant on an approved
leave of absence may continue participating in the Plan by making cash payments
to the Company within a normal pay period equal to the amount of the normal
payroll deduction had a leave of absence not occurred. The right of a
Participant on an approved leave of absence to continue participating in the
Plan shall terminate upon the expiration of twelve (12) weeks of leave, unless
the Participant's right to re-employment by the Company after a longer leave is
guaranteed by statute or contract, in which case termination of the right to
participate will occur upon the expiration of such extended period.

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         (e)      So long as a Participant remains an employee of the Company,
payroll deductions will continue in effect from Purchase Period to Purchase
Period, unless at least fifteen (15) calendar days prior to the first day of the
next succeeding Purchase Period or Contribution Period, as determined by the
Plan Administrator, the Participant:

                  (i) elects a different rate by filing a new Participation Form
with the Plan Administrator; or

                  (ii) withdraws from the Plan in accordance with Section 9
hereof.
         (f)      Unless a Participant files with the Plan Administrator a new
Participation Form electing to withdraw prior to fifteen (15) calendar days
before the beginning of the next Purchase Period as permitted under the Plan,
such Participant's payroll deductions will continue throughout the next Purchase
Period and his or her Purchase Right to purchase Common Stock will be deemed to
be fully and automatically exercised on the last day of such Purchase Period
with respect to payroll deductions made during that Purchase Period.

7.       GRANT OF PURCHASE RIGHT.

         (a)      Subject to the effective date provisions of Section 17, at
5:01 p.m. Eastern Standard Time, on the last day of each Purchase Period (the
Exercise Date), each Participant who has not withdrawn from the Plan pursuant to
Section 9 shall be deemed to have been granted a Purchase Right as of the first
day of the Purchase Period to purchase as many full shares of Common Stock as
can be purchased with the balance credited to such Participant's account as of
the Exercise Date.

         (b)      The price at which each Purchase Right to purchase Common
Stock shall be exercised is the lower of:

                  (i) 85% of the Fair Market Value of the Common Stock on the
NASDAQ National Market System on the first Trading Day of a Purchase Period; or

                  (ii) 85% of the Fair Market Value of the Common Stock on the
NASDAQ National Market System on the last Trading Day of such Purchase Period.

         (c)      The number of shares purchasable by each Participant per
Purchase Period will be the number of whole and fractional shares obtained by
dividing the amount credited to the Participant's Account as of the Exercise
Date in the Purchase Period by the purchase price in effect for the Purchase
Period.

         (d)      A Participant may not purchase shares of Stock with a Fair
Market Value exceeding Three Thousand, Seven Hundred and Fifty Dollars ($3,750)
for any particular Purchase Period. The Committee has the power, exercisable at
any time prior to the start of a Purchase Period, to increase or decrease the
dollar value maximum for that Purchase Period, subject to the limitations in
Section 6(b). The maximum, as thus adjusted, will continue in effect from
Purchase Period to Purchase Period until the Committee once exercises its power
to adjust the maximum.

8.       EXERCISE OF PURCHASE RIGHT.

         (a)      Subject to the effective date provisions of Section 17, each
outstanding Purchase Right shall be deemed automatically exercised as of 5:01
p.m. of the Exercise Date (the last day of the Purchase Period). The exercise of
the Purchase Right is accomplished by applying the balance credited to each
Participant's account as of the Exercise Date to the purchase on the Exercise
Date of whole and fractional shares of Common Stock at the purchase price in
effect for the Purchase Period.

         (b)      If a Participant purchases the maximum share amount set forth
in Section 7(d), any amount not applied to the purchase of Common Stock for that
Purchase Period will be held for the purchase of Stock in the next Purchase
Period.

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         (c)      If the number of Shares for which Purchase Rights are
exercised exceeds the number of Shares available in any Purchase Period under
the Plan, the Shares available for exercise will be allocated by the Plan
Administrator pro rata among the Participants in such Purchase Period in
proportion to the relative amounts credited to their accounts. Any amounts not
thereby applied to the purchase of Common Stock under the Plan will be refunded
to the Participants after the end of the Purchase Period.

9.       WITHDRAWAL AND TERMINATION OF PURCHASE RIGHTS.

         (a)      A Participant may withdraw from the Plan during a Purchase
Period by providing written notice to the Plan Administrator on or before 5:00
p.m. of the last business day of such Purchase Period. Such withdrawal will
become effective upon receipt by the Plan Administrator of such notice, and
payroll deductions will cease as soon as is administratively feasible from the
date of such notice, and no additional payroll deductions will be made on behalf
of such Participant during the Purchase Period. Such notice shall be on a form
(the "Withdrawal Form") provided by the Plan Administrator for that purpose. The
Withdrawal Form will permit such a Participant to elect to receive all
accumulated payroll deductions as a refund without penalty or to exercise such
Participant's outstanding Purchase Rights to purchase Stock on the following
Exercise Date in the amount of all payroll deductions withheld during the
Purchase Period prior to the Participant's withdrawal.

         (b)      Any Participant who withdraws from the Plan pursuant to
Section 9(a) will not be eligible to rejoin the Plan until the second (2nd)
Purchase Period following the Purchase Period of withdrawal. A Participant
wishing to resume participation may re-enroll in the Plan by completing and
filing a new Participation Form for a subsequent Purchase Period by following
the applicable enrollment procedures.

         (c)      To the extent, if any, required by Section 16(b) of the
Securities Exchange Act of 1934, as amended, and the rules, regulations,
decisions and no action positions thereunder, in the event a Participant who is
a Section 16(b) Insider ceases participation in the Plan, whether as a result of
withdrawal during a Purchase Period or of such Participant's decision to
discontinue his or her enrollment for subsequent Purchase Periods, such insider
may not re-enroll in the Plan until the Purchase Period beginning coincident
with or immediately following the expiration of a six (6) month period beginning
upon the effective date of such Section 16(b) Insider's withdrawal from the
Plan.

         (d)      If a Participant ceases to be an employee of the Company for
any reason during a Purchase Period, his or her outstanding Purchase Right will
immediately terminate, and all sums previously collected from such Participant
during such Purchase Period under the terminated Purchase Right will be refunded
to the Participant.

10.      RIGHTS AS SHAREHOLDER.

         (a)      A Participant is not a shareholder in shares to be purchased
during a Purchase Period until the Purchase Right is exercised on the Exercise
Date. Thus, a Participant will not have a right to any dividend or distribution
made prior to the Exercise Date on shares of Common Stock purchased during the
Purchase Period.

         (b)      Upon a written request made to the Custodian, the Participant
will be entitled to receive, as soon as practicable after the Exercise Date, a
stock certificate for the number of purchased shares. The Custodian may impose
upon, or pass through to, the Participant a reasonable fee for the transfer of
shares of Common Stock in the form of stock certificates from the Custodian to
the Participant. It is the responsibility of each Participant to keep his or her
address current with the Company through the Plan Administrator and with the
Custodian.

11.      SALE OF COMMON STOCK ACQUIRED UNDER THE PLAN.

         (a)      Participants may sell the shares of Common Stock they acquire
under the Plan only in compliance with the restrictions set forth below.

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                  (i)      Section 16(b) Insiders may be subject to certain
restrictions in connection with their transactions under the Plan and with
respect to the sale of shares of Stock obtained under the Plan, including, but
not limited to, the Company's Insider Trading Policy.

                  (ii)     Sales of Stock obtained under the Plan by a
Participant must comply with the Company's Insider Trading Policy, as the same
may exist from time to time.

                  (iii)    No Participant purchasing shares of Common Stock
under the Plan shall be entitled to sell such shares of Stock until the first
day of the second (2nd) Purchase Period immediately following the Purchase
Period in which the shares of Stock were obtained. For purposes of this
restriction, the Company may, at its option, include the following legend on any
certificates representing the Stock so purchased:

         "The shares represented by this Certificate are subject to certain
         restrictions on sale and disposition contained in the Amended and
         Restated Harbinger Corporation Employee Stock Purchase Plan, a copy of
         which is on file with the Corporation."

         (b)      The Participant understands and agrees that, in order to
insure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

         (c)      A Participant shall immediately inform the Plan Administrator
in writing if the Participant transfers any shares purchased through the Plan
within two (2) years from the date of grant of the related Purchase Right. Such
transfer shall include disposition by sale, gift or other manner. The
Participant may be requested to disclose the manner of the transfer, the date of
the transfer, the number of shares involved and the transfer price. By executing
the Participation Form, each Participant obligates himself or herself to provide
such information to the Plan Administrator.

         (d)      The Company is authorized to withhold from any payment to be
made to a Participant, including any payroll and other payments not related to
the Plan, amounts of withholding and other taxes due in connection with any
transaction under the Plan, and a Participant's enrollment in the Plan will be
deemed to constitute his or her consent to such withholding.

12.      PLAN ADMINISTRATION.

         (a)      The Plan shall be administered by the Committee. No member of
the Board will be eligible to participate in the Plan during his or her period
of Committee service.

         (b)      The Committee shall have the plenary power, subject to and
within the limited of the express provisions of the Plan:

                  (i)      to determine the commencement and termination date of
the offering of Common Stock under the Plan; and

                  (ii)     to interpret the terms of the Plan, established and
revoke rules for the administration of the Plan and correct or reconcile any
defect or inconsistency in the Plan.

         (c)      The Committee may delegate all or part of its authority to
administer the Plan to the Plan Administrator, who may in turn delegate the
day-to-day operations of the Plan to the Custodian. The Custodian will establish
and maintain, as agent for the Participants, accounts for the purpose of holding
shares of Common Stock and/or cash contributions as may be necessary or
desirable for the administration of the Plan.

         (d)      The Board may waive or modify any requirement that a notice or
election be made or filed under the Plan a specified period in advance in an
individual case or by adoption of a rule or regulation under the Plan, without
the necessity of an amendment to the Plan.

13.      TRANSFERABILITY.

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         (a)      Any account maintained by the Custodian for the benefit of a
Participant with respect to shares acquired pursuant to the Plan may only be in
the name of the Participant; provided, however, that the Participant may elect
to maintain such account with right of joint ownership with such Participant's
spouse. Such election may only be made on a form (the "Joint Account Form")
provided by the Company.

         (b)      Neither payroll deductions credited to a Participant's account
nor any Purchase Rights or other rights to acquire Common Stock under the Plan
may be assigned, transferred, pledged or otherwise disposed of by Participants
other than by will or the laws of descent and distribution and, during the
lifetime of a Participant, Purchase Rights may be exercised only by the
Participant.

14.      MERGER OR LIQUIDATION OF THE COMPANY.

         In the event the Company merges with another corporation and the
Company is not the surviving entity, or in the event all or substantially all of
the stock or assets of the Company is acquired by another company, or in the
event of certain other similar transactions, the Committee may, in its sole
discretion and in connection with such transaction, cancel each outstanding
Purchase Right and refund all sums previously collected from Participants under
the canceled outstanding Purchase Rights, or, in its discretion, cause each
Participant with outstanding Purchase Rights to have his or her outstanding
Purchase Right exercised immediately prior to such transaction and thereby have
the balance of his or her account applied to the purchase of whole and
fractional shares of Common Stock (subject to the maximum dollar limitation of
Section 7(d)) at the purchase price in effect for the Purchase Period, which
would be treated as ending with the effective date of such transaction. The
balance of the account not so applied with be refunded to the Participant. In
the event of a merger in which the Company is the surviving entity, each
Participant is entitled to receive, for each share as to which such
Participant's Outstanding Purchase Rights are exercised as nearly as reasonably
may be determined by the Committee, in its sole discretion, the securities or
property that a holder of one share of Common Stock was entitled to receive upon
the merger.

15.      ADJUSTMENT FOR CHANGES IN CAPITALIZATION.

         To prevent dilution or enlargement of the rights of Participants under
the Plan, appropriate adjustments may be made in the event any change is made to
the Company's outstanding Common Stock by reason of any stock dividend, stock
split, combination of shares, exchange of shares or other change in the Common
Stock effected without the Company's receipt of consideration. Adjustments may
be made to the maximum number and class of securities issuable under the Plan,
the maximum number and class of securities purchasable per outstanding Purchase
Right and the number and class of securities and price per share in effect under
each outstanding Purchase Right. Any such adjustments may be made retroactively
effective to the beginning of the Purchase Period in which the change in
capitalization occurs, and any such adjustment will be made by the Committee in
its sole discretion.

16.      AMENDMENT AND TERMINATION.

         The Committee may terminate or amend the Plan at any time; provided,
however, that no termination or amendment of the Plan shall change or affect
Purchase Rights previously granted under the Plan without the consent of the
affected Participant. If not sooner terminated by the Committee, the Plan shall
terminate at the time Purchase Rights have been exercised with respect to all
shares of Common Stock reserved for grant under the Plan.

17.      SHAREHOLDER APPROVAL AND EFFECTIVE DATE.

         The Plan is subject to the approval of shareholders of the Company
holding a majority of the shares of the Common Stock.

         The Plan (as amended and restated) shall be deemed to have been adopted
as of the Effective Date (January 1, 1996) upon the date of its approval by the
shareholders of the Company. Until the Plan is approved by the shareholders, no
Purchase Rights shall be deemed granted or exercised under Sections 7 and 8.
Upon approval of the Plan by the Company's shareholders, Purchase Rights shall
be deemed granted and exercised as of the appropriate dates in the Plan as of
the Effective Date, and shares of Stock purchased shall be deemed purchased as
of the applicable Exercise Date. In the event the Plan is not approved by the

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shareholders on or before June 30, 1996, the Plan shall be deemed not to have
been adopted, and all payroll deduction amounts withheld on behalf of
Participants pursuant to Section 6 shall be refunded to such Participants.

18.      NO EMPLOYMENT RIGHTS.

         Participation in the Plan will not impose any obligations upon the
Company to continue the employment of the Participant for any specific period
and will not affect the right of the Company to terminate such person's
employment at any time, with or without cause.

19.      COSTS.

         Except as set forth in Section 10(b), costs and expenses incurred in
the administration of the Plan and the maintenance of accounts with the
Custodian may be shared by the Participant and the Company, to the extent
provided in this Section 19. Any brokerage fees and commissions for the purchase
of Common Stock under the Plan (including shares of Common Stock purchased upon
reinvestment of dividends and distributions) will be shared equally by the
Participant and the Company, but any brokerage fees and commission for the sale
of shares of Common Stock under the Plan by a Participant will be borne by such
Participant.

20.      REPORTS.

         After the close of each Purchase Period, each Participant in the Plan
will receive a report from the Custodian indicating the amount of the
Participant's contributions to the Plan during the Purchase Period, the amount
of the contributions applied to the purchase of Common Stock for the Purchase
Period, the purchase price per share in effect for the Purchase Period and the
amount of the contributions (if any) carried over to the next Purchase Period.

21.      GOVERNING LAW.

         The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan will be determined in accordance with laws of
the State of Georgia, without giving effect to principles of conflicts of laws,
and applicable Federal law.

22.      COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.

         The Plan, the granting and exercising of Purchase Rights hereunder, and
the other obligations of the Company, the Plan Administrator and the Custodian
under the Plan will be subject to all applicable federal and state laws, rules,
and regulations, and to such approvals by any regulatory or governmental agency
as may be required. The Company may, in its discretion, postpone the issuance or
delivery of shares of Common Stock upon exercise of Purchase Rights until
completion of such registration or qualification of such shares of Common Stock
or other required action under any federal or state law, rule, or regulation,
listing or other require action with respect to any automated quotation system
or stock exchange upon which the shares of Common Stock or other Company
securities are designated or listed, or compliance with any other contractual
obligation of the Company, as the Company may consider appropriate, and may
require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
deliver of shares of Common Stock in compliance with applicable laws, rules, and
regulations, designation or listing requirements, or other contractual
obligations.

23.      EFFECT OF PLAN.

         The provisions of the Plan shall, in accordance with its terms, be
binding upon and inure to the benefit of, all successors of each employee
participating in the Plan, including, without limitation, such employee's estate
and the executors, administrators or trustees thereof, heirs and legatees, and
any receiver, trustee in bankruptcy or representative of creditors of such
employee.