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                                                                   EXHIBIT 10.43

                               HEXCEL CORPORATION
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                  AS AMENDED AND RESTATED AS OF MARCH 19, 2003

     1.   PURPOSE. The Plan is intended to provide Employees (as defined herein)
of the Company and its Designated Subsidiaries, with the opportunity to apply a
portion of their compensation to the purchase of Common Stock of the Company in
accordance with the terms of the Plan, to promote and increase the ownership of
Common Stock by such employees and to better align the interests of the
Company's employees and its stockholders and to thereby increase overall
stockholder value.

     2.   DEFINITIONS.

     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Brokerage Firm" means any brokerage firm selected by the Company,
from time to time, to establish Investment Accounts for the Participants under
the Plan.

     (c)  "Code" means the Internal Revenue Code of 1986, as amended.

     (d)  "Committee" means a committee formed or designated by the Board to
administer the Plan.

     (e)  "Common Stock" means the Common Stock, $0.01 par value, of the
Company.

     (f)  "Company" means Hexcel Corporation, a Delaware corporation.

     (g)  "Compensation" means all cash compensation, to include regular
straight time gross earnings, overtime, shift premium, cash bonuses and
commissions.

     (h)  "Continuous Status as an Employee" means the absence of any
interruption or termination of service as an Employee other than ordinary
vacation and short-term disability absences. Continuous Status as an Employee
shall not be considered interrupted in the case of a leave of absence agreed to
in writing by the Company, provided that such leave is for a period of not more
than 90 days or reemployment upon the expiration of such leave is guaranteed by
contract or statute.

     (i)  "Contributions" means all amounts credited to the Plan Account of a
Participant pursuant to the Plan.

     (g)  "Designated Subsidiaries" means the Subsidiaries which have been
designated by the Committee from time to time in its sole discretion as eligible
to participate in the Plan.

     (k)  "Employee" means any person, excluding any officer or director or
other person or group of persons excluded from the Plan as provided herein, who
is a direct employee and on the payroll of the Company or one of its Designated
Subsidiaries and who is employed for at least thirty (30) hours per week and
more than 1,000 hours in a

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calendar year by the Company or one of its Designated Subsidiaries. The term
Employee specifically excludes any person or group of persons who is classified
by the Company or its Designated Subsidiary as a temporary employee, contract
employee, reserve employee or similar non-direct or temporary designation. It is
the intention of the Company that the definition of Employee in this Plan (as
applied by the Committee in its sole discretion) shall be determinative for
purposes of participation in the Plan, regardless of how a person may be
characterized by the Company or its Designated Subsidiary for any other purpose.

     (l)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (m)  "Exercise Date" means the last day of each Offering Period of the
Plan.

     (n)  "Investment Account" means an Employee Stock Purchase Plan account at
the Brokerage Firm that is established for each Participant and in which all
shares of Common Stock purchased by the Participant pursuant to the Plan are
held.

     (o)  "Offering Date" means the first business day of each Offering Period
of the Plan.

     (p)  "Offering Period" means a period of three (3) calendar months.

     (q)  "Participant" means any Employee who is eligible to participate in the
Plan who has delivered a Subscription Agreement to the Company, whose employment
has not terminated and who has not delivered to the Company a Participation
Termination Notice.

     (r)  "Participation Termination Notice" has the meaning given thereto in
Section 10 hereof.

     (s)  "Plan" means this Employee Stock Purchase Plan.

     (t)  "Plan Account" means, with respect to each Participant, an account
established by the Company to record Contributions to the Plan made by such
Participant and the use of such Contributions as they are either (i) applied by
the Company for the purchase of Common Stock under the Plan for the account of
such Participant or (ii) repaid to such Participant pursuant to the Plan.

     (u)  "Subsidiary" shall mean a corporation, domestic or foreign, of which
more than 50% of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.

     3.   ELIGIBILITY. Any person who has been continuously employed as an
Employee for six (6) months as of the Offering Date of a given Offering Period
and has reached the age of majority in the state of his or her residence shall
be eligible to participate in such Offering Period under the Plan, subject to
the requirements of Section 5(a).

     4.   OFFERING PERIODS. The Plan shall be implemented by a series of
Offering Periods, with a new Offering Period commencing on January 1 of each
year (or at such other time or times as may be determined by the Committee), and
subsequent Offering Periods will commence on the first day of each calendar
quarter (i.e., April 1, July 1, October 1). The Plan shall continue until
terminated in accordance with Section 22 hereof. The Committee shall have the
power to change the duration and/or the frequency of

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Offering Periods with respect to future offerings if such change is announced at
least fifteen (15) calendar days prior to the scheduled beginning of the first
Offering Period to be affected.

     5.   PARTICIPATION.

     (a)  An Employee who is eligible to participate in the Plan pursuant to
Section 3 hereof may become a participant in the Plan by completing a
subscription agreement in the form provided by the Company (a "Subscription
Agreement") and filing it with the appropriate representative of the Company or
the Designated Subsidiary that employs such Employee in accordance with the
terms of the Subscription Agreement at any time during the initial Offering
Period of the Plan or, for subsequent Offering Periods, not later than fifteen
(15) calendar days prior to any Offering Date, unless a later time for filing
Subscription Agreements is established by the Committee for all eligible
Employees with respect to a given Offering Period. Each eligible Employee's
Subscription Agreement shall set forth either (1) the whole percentage of the
Participant's Compensation (which shall be not less than 1% and not more than
10%) or (2) the whole dollar amount (that shall not be less than $5.00 and not
more than an amount equal to 10% of such Participant's Compensation) to be
deducted by the Company from the Participant's Compensation as Contributions to
the Plan. Each Subscription Agreement shall constitute the Employee's (i)
election to participate in the Plan for all subsequent Offering Periods until
such time as (1) the Company has received notice of termination of participation
from such Employee pursuant to Section 10, (2) a new Subscription Agreement
designating a different level of participation is delivered to the Company by
such Employee or (3) such Employee's termination of employment, and (ii)
authorization for the Company to withhold (in the manner determined by the
Company or the applicable Subsidiary) any taxes that are required to be withheld
by the Company or the applicable Subsidiary due to the Employee's participation
in the Plan or the exercise of any Option or purchase of any Common Stock under
the Plan.

     (b)  Payroll deductions with respect to each Participant shall commence on
the first payday following the first Offering Date following the Company's
receipt of the applicable Subscription Agreement and shall end on the last
payday on or prior to the termination of such Employee's employment with the
Company, unless sooner terminated by the Participant as provided in Section 10,
provided that payroll deductions will begin on the first pay period commencing
after the delivery of a Subscription Agreement for Participants who join the
Plan during the initial Offering Period. To the extent that the Participant
elects to have a percentage of his or her compensation deducted, payroll
deductions shall automatically be increased or decreased to reflect changes in
Compensation during such Offering Period, but a Participant shall not otherwise
be entitled to increase or decrease his or her contribution rate during an
Offering Period.

     6.   METHOD OF PAYMENT OF CONTRIBUTIONS.

     (a)  The Participant shall elect to have payroll deductions made on each
payday during the Offering Period either (1) in a whole percentage amount of
between one percent (1%) and not more than ten percent (10%) of such
Participant's Compensation on each such payday or (2) in a whole dollar amount
(that shall be not less than $5.00 and not more than an amount equal to 10% of
such Participant's Compensation) of such Participant's Compensation on each such
payday, provided that the aggregate of such payroll deductions during the
Offering Period shall not exceed ten percent (10%) of the Participant's
aggregate Compensation during said Offering Period. All payroll deductions made
with respect to a Participant shall be credited to his or her Plan Account. A
Participant may not make any additional payments into his or her Plan Account or
Investment Account.

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     (b)  A Participant may discontinue his or her participation in the Plan as
provided in Section 10. A Participant may increase or decrease the rate of his
or her Contributions for future Offering Periods by completing and filing with
the Company a new Subscription Agreement no later than fifteen (15) calendar
days prior to the beginning of the Offering Period for which such change will
become effective. Subject to the prior sentence, the change in rate shall be
effective as of the first pay period ending in the first new Offering Period
following the date of filing of the new Subscription Agreement.

     7.   GRANT OF OPTION. On the Offering Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date during such Offering Period a number of
shares of Common Stock determined by dividing such Employee's Contributions
accumulated during such Offering Period prior to such Exercise Date and retained
in the Participant's Plan Account as of the Exercise Date by eighty-five percent
(85%) of the closing price of the Common Stock as determined from the New York
Stock Exchange Consolidated Transaction Tape on the Exercise Date or, if there
were no sales of Common Stock on such date, on the next preceding date on which
such closing price was recorded.

     8.   EXERCISE OF OPTION. Unless a Participant withdraws from the Plan as
provided in Section 10, each Participant's option for the purchase of shares for
a particular Offering Period will be exercised automatically on the Exercise
Date of such Offering Period, and the maximum number of whole and fractional
shares subject to option will be purchased for the Participant at the price
described in Section 7 with the Contributions which were made to the
Participant's Plan Account during such Offering Period. The shares of Common
Stock purchased upon exercise of an option hereunder shall be deemed to be
transferred to the Participant on the Exercise Date. A Participant's option to
purchase shares of Common Stock hereunder will be exercised only during the
Participant's lifetime.

     9.   DELIVERY. As promptly as reasonably practicable following each
Exercise Date, the Company shall cause the shares purchased by each Participant
to be credited to such Participant's Investment Account. The Company will
deliver to the Brokerage Firm or its nominee a stock certificate or other
evidence representing all of the full and fractional shares that are to be
allocated to the Participant's Investment Accounts, rounded up to the nearest
full share (and taking into account any excess shares or fractional shares which
are then held by the Brokerage Firm from prior deliveries). Notwithstanding the
prior sentence, in lieu of rounding the number of shares up to the nearest full
share, the Company may round down to the nearest full share and pay to the
Brokerage Firm an amount in cash equal to the value of the fractional share that
would otherwise be delivered. Upon termination of the plan, the Brokerage Firm
will redeliver to the Company all shares (including fractional shares) of Common
Stock that are not allocated to Investment Accounts.

     10.  WITHDRAWAL; TERMINATION OF EMPLOYMENT.

     (a)  A Participant may withdraw all but not less than all the Contributions
credited to his or her Plan Account, which have not been applied to the purchase
of Common Stock, prior to the Exercise Date of the Offering Period, by giving
written notice to the Company (a "Participation Termination Notice") not less
than ten (10) calendar days prior to the Exercise Date of such Offering Period.
Any Participation Termination Notice delivered subsequent to the tenth calendar
day prior to any Exercise Date shall not be effective during the Offering Period
during which it was delivered, but will be effective as of the first day of the
immediately succeeding Offering Period. Upon the effectiveness of

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an Employee's Participation Termination Notice, all of the Participant's
Contributions credited to his or her Plan Account, which have not been applied
to the Purchase of Common Stock, and any taxes that the Company or a Designated
Subsidiary withheld in connection therewith, will be paid promptly to the
Participant, without interest, and his or her outstanding option will
automatically terminate. An Employee who terminates his or her participation in
the Plan will not be again eligible to participate in the Plan until the
commencement of the first Offering Period following the expiration of the
Offering Period during which the Participant's Participation Termination Notice
becomes effective.

     (b)  Upon termination of a Participant's Continuous Status as an Employee
prior to the Exercise Date of the then current Offering Period for any reason,
including retirement or death, the Contributions credited to his or her Plan
Account, together with all taxes that the Company or a Designated Subsidiary has
withheld in connection therewith, will be returned to him or her or, in the case
of his or her death, to the person or persons entitled thereto under Section 14,
without interest, and his or her outstanding option and future participation in
the Plan will automatically terminate.

     (c)  Other than as set forth in Section 10(a), a Participant's withdrawal
from the Plan, whether voluntary or involuntary, will not affect his or her
eligibility to participate in the Plan in the future should he or she again
qualify for participation or in any similar plan which may hereafter be adopted
by the Company.

     11.  INTEREST. No interest shall accrue on the Contributions of a
Participant in the plan or any taxes withheld in connection therewith.

     12.  STOCK.

     (a)  The maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be 604,574 shares, subject, however, to
adjustment upon changes in capitalization of the Company as provided in Section
18. Such shares shall be reserved from the Company's authorized but unissued
shares and/or treasury shares that are not otherwise reserved for issuance under
any other plan or with respect to any convertible security. If the total number
of shares which would otherwise be subject to options granted pursuant to
Section 7 hereof on the Offering Date of an Offering Period exceeds the number
of shares then available under the Plan (after deduction of all shares for which
options have been exercised or are then outstanding), the Committee shall make a
pro rata allocation of the shares remaining available for option grants in as
uniform a manner as shall be practicable and as it shall determine to be
equitable. Any amounts remaining in a Participant's Plan Account not applied to
the purchase of Common Stock pursuant to this Section 12 shall be refunded on or
promptly after the applicable Exercise Date. In such event, the Company shall
give written notice of such reduction of the number of shares subject to the
option to each Employee affected thereby and shall cease future withholdings and
Contributions under the Plan. Only the number of shares that are issued pursuant
to exercised options shall reduce the number of shares available under the Plan.
Shares that become subject to options which are later terminated shall again be
available under the Plan.

     (b)  Participants will have no interest (including any interest in any
ordinary or special dividends) or voting right in shares of Common Stock that
are subject to any option until such option has been exercised.

     (c)  Upon the written request of the Employee delivered to the Brokerage
Firm, the Brokerage Firm will (i) have a share certificate issued for any number
of whole shares held in the Employees Investment Account as of the date of such
notice and, (ii) if the

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Employee is no longer participating in the Plan, pay to the Employee in cash an
amount equal to the value of any fractional shares held in the Employee's
Investment Account as of the date of such notice. Upon termination of an
Employee's employment with the Company for any reason, the Company will (i)
cause the Brokerage Firm to have a share certificate issued for the full number
of whole shares held in the Employee's Investment Account as of the date of such
termination, and (ii) pay to the Employee in cash an amount equal to the value
of any fractional shares held in the Employee's Investment Account as of the
date of such termination. All amounts to be paid to an Employee pursuant to this
Section 12(c) with respect to fractional shares shall be determined by reference
to the closing price of the Common Stock determined from the New York Stock
Exchange Consolidated Transaction Tape on the date of the Employee's notice to
the Company or termination, as applicable, or, if there were no sales of the
Common Stock on such date, on the next preceding day on which such closing price
was recorded. With respect to the certification and delivery to the Employee of
the shares held in the Employee's Investment Account, the Company shall pay the
fee charged by the Brokerage Firm for such service for the issuance of not more
than four certificates per Participant in any calendar year.

     13.  ADMINISTRATION.

     (a)  Except as otherwise determined by the Board, the Committee shall
administer the Plan. The Committee shall have the authority in its discretion,
subject to and not inconsistent with the express provisions of the Plan and the
determinations of the Board, to administer the Plan and to exercise all 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 determine, from time to time, eligible Employees; to interpret and
construe the Plan and the provisions of the Subscription Agreements; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the Subscription Agreements (which need
not be identical) and to cancel or suspend the participation of any Employee or
group of Employees, and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee or the Board may
make any modification or amendment to the Plan that it deems necessary or
advisable in order to implement the Plan in a manner consistent with any law or
regulation applicable to the Company or any Designated Subsidiary. The Committee
shall inform all Participants and Employees eligible to participate in the Plan,
who would be affected thereby, of any such modification or amendment.

     (b)  The Board shall 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 and substitute others. The
Committee may appoint a chairperson and 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. The Committee shall hold its meetings at
such times and places (and its telephonic meetings at such times) as it shall
deem advisable. The Committee may delegate to one or more of its members or to
one or more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan. Except to the extent otherwise
determined by the Board, all decisions, determinations and interpretations of
the Committee shall be final and binding on all persons, including, without
limitation, the Company, the Participants (or any person claiming any rights
under the Plan from or through any Participant) and any stockholder.

     (c)  No member of the Board or of the Committee shall be liable for any
action

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or determination made in good faith, and the members of the Board or of the
Committee shall be entitled to indemnification and reimbursement in the manner
provided in the Company's Certificate of Incorporation, as it may be amended
from time to time.

     14.  DESIGNATION OF BENEFICIARY.

     (a)  A Participant may file a written designation of a beneficiary who is
to receive any shares of Common Stock and cash, if any, from the Participant's
Plan Account or Investment Account in the event of such Participant's death by
delivering notice of such beneficiary to the Company. If a Participant is
married and the designated beneficiary is not the spouse, spousal consent shall
be required for such designation to be effective.

     (b)  The Participant (subject to spousal consent) may change such
designation of beneficiary at any time by written notice delivered to the
Company. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
Participant's death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the Participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate or as may be required by law.

     15.  TRANSFERABILITY. Neither Contributions credited to a Participant's
Plan Account nor any rights with regard to the exercise of an option or to
receive shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in Section 14 hereof) by the Participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Section 10. No Contribution made under this Plan or amount
representing a Participant's Plan Account balance shall be subject to execution,
attachment or process.

     16.  USE OF FUNDS. The Participants' rights with respect to Contributions
made to the Plan and the balances, from time to time, in their respective Plan
Accounts shall be those of general creditors of the Company or of the applicable
Designated Subsidiary. All Contributions received or held by the Company or a
Designated Subsidiary under the Plan may be used for any corporate purpose, and
the Company or Designated Subsidiary, as applicable, shall not be obligated to
segregate such Contributions.

     17.  REPORTS AND FEES OF INVESTMENT ACCOUNTS. Individual Investment
Accounts will be maintained for each Participant. Statements of account will be
given to Participants promptly following each Exercise Date, which statements
will set forth the total amount of Contributions to the Plan Account during the
most recently completed Offering Period, the per share purchase price and the
number of shares purchased on the most recent Exercise Date, and the total
number of shares and fractional shares held in such Participant's Investment
Account. The Company shall pay the annual and any extraordinary maintenance fees
for each Investment Account and the certification fees referenced in Section 12
above. The Participant will be responsible for paying all transaction fees and
any certification fee not paid by the Company pursuant to Section 12 hereof.

     18.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

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     (a)  The number of shares of Common Stock covered by each unexercised
option under the Plan and the number of shares of Common Stock which have been
authorized for issuance under the Plan but which have not yet been issued and
are not subject of an unexercised option (collectively, the "Reserves"), as well
as the price per share of Common Stock covered by each option under the Plan for
which the exercise price has been determined but which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration". Such adjustments shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.

     (b)  In the event of the proposed dissolution or liquidation of the
Company, the then current Offering Period will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by the
Committee. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, each option under the Plan shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation, unless the Committee determines, in the exercise of
its sole discretion and in lieu of such assumption or substitution, to shorten
the Offering Period then in progress by setting a new Exercise Date (the "New
Exercise Date"). If the Committee shortens the Offering Period then in progress
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Committee shall notify each participant in writing, at least ten
(10) days prior to the New Exercise Date, that the Exercise Date for his or her
option has been changed to the New Exercise Date and that his or her option will
be exercised automatically on the New Exercise Date, unless prior to such date
he or she has withdrawn from the Offering Period as provided in Section 10. For
purposes of this Section, an option granted under the Plan shall be deemed to be
assumed if, following the sale of assets or merger, the option confers the right
to purchase, for each share of Common Stock subject to the option immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or
other securities or property) received in the sale of assets or merger by
holders of Common Stock for each share of Common Stock held on the effective
date of the transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock).

     (c)  The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into
any other corporation.

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     19.  AMENDMENT OR TERMINATION. The Board may at any time terminate or amend
the Plan; provided, however, that no amendment to the Plan which requires
stockholder approval under applicable law, rule or regulation shall become
effective unless the same shall be approved by the requisite vote of the
Company's stockholders. Except as provided in Section 18, no such termination
may affect options previously granted, nor may an amendment make any change in
any option theretofore granted which adversely affects the rights of any
participant.

     20.  NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     21.  CONDITIONS UPON ISSUANCE OF SHARES.

     (a)  Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended (the
"Securities Act"), the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

     (b)  As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law. If the issuance of any shares
of Common Stock pursuant to the Plan is not so registered under the Securities
Act, certificates for such shares shall bear a legend reciting the fact that
such shares may only be transferred pursuant to an effective registration
statement under the Securities Act or an opinion of counsel to the Company that
such registration is not required. The Company may also issue "stop transfer"
instructions with respect to such shares while they are subject to such
restrictions.

     (c)  The Company shall use its best efforts to have the shares issued under
the Plan listed on each securities exchange on which the Common Stock is then
listed as promptly as possible. The Company shall not be obligated to issue or
sell any shares under the Plan until they have been listed on each securities
exchange on which the Common Stock is then listed.

     (d)  The Company will promptly file with the Securities and Exchange
Commission a registration statement on Form S-8 covering the issuance of the
shares of Common Stock pursuant to this Plan, cause such registration statement
to become effective, and keep such registration statement effective for the
period that this Plan is in effect.

     22.  TERM OF PLAN. The Plan became effective upon its adoption by the Board
on May 22, 1997 and shall continue in effect until the earliest to occur of (i)
purchase of all shares of Common Stock subject to the Plan, (ii) May 22, 2007,
and (iii) the date the Plan is terminated pursuant to Section 19.

     23.  GOVERNING LAW. To the extent that federal laws do not otherwise
control,

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the Plan shall be construed in accordance with and governed by the laws of the
State of Delaware.

     24.  SAVINGS CLAUSE. This Plan is intended to comply in all aspects with
applicable laws and regulations. In case any one or more of the provisions of
this Plan shall be held invalid, illegal or unenforceable in any respect under
applicable law and regulations, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby and
the invalid, illegal or unenforceable provisions shall be deemed null and void;
however, to the extent permissible by law, any provision which could be deemed
null and void shall first be construed, interpreted or revised retroactively to
permit this Plan to be construed in compliance with all applicable laws so as to
foster the intent of this Plan.

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