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                           UNITED ROAD SERVICES, INC.
                      1998 NON-QUALIFIED STOCK OPTION PLAN

        1.      Adoption and Purpose of the Plan. This stock option plan, to be
known as the "United Road Services, Inc. 1998 Non-Qualified Stock Option Plan"
(but referred to herein as the "Plan") has been adopted by the board of
directors (the "Board") of United Road Services, Inc., a Delaware corporation
(the "Company"). The purpose of this Plan is to advance the interests of the
Company and its stockholders by enabling the Company to attract and retain
qualified employees, consultants and advisers who are not otherwise directors or
executive officers of the Company, by providing them with an opportunity for
investment in the Company. The options that may be granted hereunder ("Options")
represent the right by the grantee thereof (each, including any permitted
transferee, an "Optionee") to acquire shares of the Company's common stock
("Shares," which if acquired pursuant to the exercise of an Option will be
referred to as "Option Shares") subject to the terms and conditions of this Plan
and a written agreement between the Company and the Optionee to evidence each
such Option (an "Option Agreement").

        2.      Certain Definitions. The defined terms set forth in Exhibit A
attached hereto and incorporated herein (together with other capitalized terms
defined elsewhere in this Plan) will govern the interpretation of this Plan.

        3.      Eligibility. The Company may grant Options under this Plan only
to (i) persons who, at the time of such grant, are employees of the Company
and/or any of its Subsidiaries but who are not directors or executive officers
of the Company, and (ii) persons who, and entities which, at the time of such
grant, are independent contractors, consultants or advisers of the Company
and/or any of its Subsidiaries and who are not otherwise directors or executive
officers of the Company (collectively, "Eligible Participants"). No person or
entity will be an Eligible Participant following his, her or its Termination of
Eligibility Status and no Option may be granted to any person or entity other
than an Eligible Participant. There is no limitation on the number of Options
that may be granted to an Eligible Participant. Options granted under this Plan
will not qualify as incentive stock options under Section 422(b) of the Code.

        4.      Option Pool; Shares Reserved for Options. In no event will the
Company issue, in the aggregate, more than 500,000 Shares (the "Option Pool")
pursuant to the exercise of all Options granted under this Plan, exclusive of
those Option Shares that may be reacquired by the Company by repurchase or
otherwise. At all times while Options granted under this Plan are outstanding,
the Company will reserve for issuance for the purposes hereof a sufficient
number of authorized and unissued Shares to fully satisfy the Company's
obligations under all such outstanding Options.

        5.      Administration. This Plan will be administered and interpreted
by the Chief Executive Officer of the Company ("the "Administrator"). Subject to
the express terms and conditions hereof, the Administrator is authorized to
prescribe, amend and rescind rules and regulations relating to this Plan, and to
make all other determinations necessary or advisable for its administration and
interpretation. Specifically, the Administrator will have full and final

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authority in his discretion, subject to the specific limitations on that
discretion as are set forth herein and in the Articles of Incorporation and
Bylaws of the Company, at any time:

                (a)     to select and approve the Eligible Participants to whom
        Options will be granted from time to time hereunder;

                (b)     to determine the Fair Market Value of the Shares as of
        the Grant Date for any Option that is granted hereunder;

                (c)     with respect to each Option it decides to grant, to
        determine the terms and conditions of that Option, to be set forth in
        the Option Agreement evidencing that Option (the form of which also
        being subject to approval by the Administrator), which may vary from the
        "default" terms and conditions set forth in section 6 below, except to
        the extent otherwise provided in this Plan, including, without
        limitation, as follows:

                        (i)     the total number of Option Shares that may be
                acquired by the Optionee pursuant to the Option;

                        (ii)    the per share purchase price to be paid to the
                Company by the Optionee to acquire the Option Shares issuable
                upon exercise of the Option (the "Option Price");

                        (iii)   the maximum period or term during which the
                Option will be exercisable (the "Option Term");

                        (iv)    whether to accept a promissory note or other
                form of legal consideration in addition to cash as payment of
                all or a portion of the Option Price and/or Tax Withholding
                Liability to be paid by the Optionee upon the exercise of an
                Option granted hereunder;

                        (v)     the vesting schedule for each Option under the
                Plan and the conditions (e.g., the passage of time or the
                occurrence of events), if any, that must be satisfied prior to
                the vesting of the right to exercise all or specified portions
                of an Option (such portions being described as the number of
                Option Shares, or the percentage of the total number of Option
                Shares that may be acquired by the Optionee pursuant to the
                Option; the vested portion being referred to as a "Vested
                Option" and the unvested portion being referred to as an
                "Unvested Option"); and

                (d)     to delegate all or a portion of the Administrator's
        authority under sections 5(a), (b) and (c) above to another executive
        officer of the Company, and subject to such restrictions and limitations
        as the Administrator may decide to impose on such delegation.

        6.      Terms and Conditions of Options. Unless otherwise expressly
provided in an Option Agreement based on the Administrator's determination
pursuant to section 5(c) above, the

                                       -2-

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following terms and conditions will be deemed to apply to each Option as if
expressly set forth in the Option Agreement:

                6.1     Option Term. Unless otherwise expressly provided in an
Option Agreement based on the Administrator's determination pursuant to section
5(c) above, the Option Term will be for a period of 10 years beginning on the
Grant Date.

                6.2     Grace Periods.

                        (a)     Following a Termination of Eligibility Status of
        the Optionee for any reason other than a Termination for Cause, that
        portion of the Option that is a Vested Option will be exercisable for a
        Grace Period of seven (7) days following the date of the Termination of
        Eligibility Status, after which Grace Period the Option will
        automatically terminate.

                        (b)     In the event of a Termination for Cause of the
        Optionee, there will be no Grace Period and the Option will
        automatically terminate effective as of the date and time of the
        Termination for Cause, regardless of whether the Option is Vested or
        Unvested.

                6.3     Exercise of the Option; Issuance of Share Certificate.

                        (a)     The portion of the Option that is a Vested
        Option may be exercised by giving written notice thereof to the Company,
        on such form as may be specified by the Administrator, but in any event
        stating: the Optionee's intention to exercise the Option; the date of
        exercise; the number of full Option Shares to be purchased; the amount
        and form of payment of the Option Price; and such assurances of the
        Optionee's investment intent as the Company may require to ensure that
        the transaction complies in all respects with the requirements of the
        1933 Act and other applicable securities laws. The notice of exercise
        will be signed by the person or persons exercising the Option. In the
        event that the Option is being exercised by the representative of the
        Optionee, the notice will be accompanied by proof satisfactory to the
        Company of the representative's right to exercise the Option. The Option
        may be exercised by a securities broker acting on behalf of the Optionee
        pursuant to authorization instructions approved by the Company. The
        notice of exercise will be accompanied by full payment of the Option
        Price for the number of Option Shares to be purchased, in United States
        dollars, in cash, by check made payable to the Company, or by delivery
        of such other form of payment (if any) as approved by the Administrator.
        Payment may also be made by delivering a copy of irrevocable
        instructions to a broker to deliver promptly to the Company the amount
        of sale or loan proceeds sufficient to pay the Option Price and, if
        required, the amount of any Tax Withholding Liability.

                        (b)     To the extent required by applicable federal,
        state, local or foreign law, and as a condition to the Company's
        obligation to issue any Shares upon the exercise of the Option in full
        or in part, the Optionee will make arrangements satisfactory to the
        Company for the payment of any applicable Tax Withholding Liability that
        may arise by

                                       -3-

<PAGE>

        reason of or in connection with such exercise. Such arrangements may
        include, in the Company's sole discretion, that the Optionee tender to
        the Company the amount of such Tax Withholding Liability, in cash, by
        check made payable to the Company, by delivery of irrevocable
        instructions to a broker as described in the last sentence of section
        (a) above, or in the form of such other payment as may be approved by
        the Administrator, in its discretion pursuant to section 5(c)(iv) above.

                        (c)     After receiving a proper notice of exercise and
        payment of the applicable Option Price and Tax Withholding Liability,
        the Company will cause to be issued a certificate or certificates for
        the Option Shares as to which the Option has been exercised, registered
        in the name of the person rightfully exercising the Option and the
        Company will cause such certificate or certificates to be delivered to
        such person.

                6.4     Compliance with Law. Notwithstanding any other provision
of this Plan, Options may be granted pursuant to this Plan, and Option Shares
may be issued pursuant to the exercise thereof by an Optionee, only after and on
the condition that there has been compliance with all applicable federal and
state securities laws. The Company will not be required to list, register or
qualify any Option Shares upon any securities exchange, under any applicable
state, federal or foreign law or regulation, or with the Securities and Exchange
Commission or any state agency, or secure the consent or approval of any
governmental regulatory authority, except that if at any time the Board
determines, in its discretion, that such listing, registration or qualification
of the Option Shares, or any such consent or approval, is necessary or desirable
as a condition of or in connection with the exercise of an Option and the
purchase of Option Shares thereunder, that Option may not be exercised, in whole
or in part, unless and until such listing, registration, qualification, consent
or approval is effected or obtained free of any conditions that are not
acceptable to the Board, in its discretion. However, the Company will seek to
register or qualify with, or as may be provided by applicable local law, file
for and secure an exemption from such registration or qualification requirements
from, the applicable securities administrator and other officials of each
jurisdiction in which an Eligible Participant would be granted an Option
hereunder prior to such grant.

                6.5     Restrictions on Transfer.

                        (a)     Options Nontransferable. No Option will be
        transferable by an Optionee otherwise than by will or the laws of
        descent and distribution. During the lifetime of a natural person who is
        granted an Option under this Plan, the Option will be exercisable only
        by him or her. Notwithstanding anything else in this Plan to the
        contrary, no Option Agreement will contain any provision which is
        contrary to, or which modifies, the provisions of this section 6.5(a).

                        (b)     Prohibited Transfers. No Holder of any Option
        Shares may Transfer such Shares, or any interest therein: (i) except as
        expressly provided in this Plan; and (ii) in full compliance with all
        applicable securities laws and any applicable restrictions on Transfer
        provided in the Company's Articles of Incorporation and/or Bylaws, which
        will be deemed incorporated by reference into this Plan. All Transfers
        of Option Shares not complying with the specific limitations and
        conditions set forth in this

                                       -4-

<PAGE>

        section 6.5 are expressly prohibited. Any prohibited Transfer is void
        and of no effect, and no purported transferee in connection therewith
        will be recognized as a Holder of Option Shares for any purpose
        whatsoever. Should such a Transfer purport to occur, the Company may
        refuse to carry out the Transfer on its books, attempt to set aside the
        Transfer, enforce any undertakings or rights under this Plan, or
        exercise any other legal or equitable remedy.

                        (c)     Conditions to Transfer. It will be a condition
        to any Transfer of any Option Shares that:

                                (i)     the transferee of the Shares will
                execute such documents as the Company may reasonably require to
                ensure that the Company's rights under this Plan, and any
                applicable Option Agreement, are adequately protected with
                respect to such Shares, including, without limitation, the
                transferee's agreement to be bound by all of the terms and
                conditions of this Plan and such Agreement, as if he or she were
                the original Holder of such Shares; and

                                (ii)    the Company is satisfied that such
                Transfer complies in all respects with the requirements imposed
                by applicable state and federal securities laws and regulations.

                        (d)     Market Standoff. If in connection with any
        public offering of securities of the Company (or any Successor Entity),
        the underwriter or underwriters managing such offering so requests, then
        each Optionee and each Holder of Option Shares will agree to not sell or
        otherwise Transfer any such Shares (other than Shares included in such
        underwriting) without the prior written consent of such underwriter, for
        such period of time as may be requested by the underwriter commencing on
        the effective date of the registration statement filed with the
        Securities and Exchange Commission in connection with such offering.

                6.6     Change of Control Transactions. Except as otherwise
provided in the Option Agreement, or any contract of employment or engagement
between Optionee and the Company, in the event of a Change of Control
Transaction, the Company shall endeavor to cause the Successor Entity in such
transaction either to assume all of the Options which have been granted
hereunder and which are outstanding as of the consummation of such transaction
("Closing"), or to issue (or cause to be issued) in substitution thereof
comparable options of such Successor Entity (or of its parent or its
Subsidiary). If the Successor Entity is unwilling to either assume such Options
or grant comparable options in substitution for such Options, on terms that are
acceptable to the Company as determined by the Board in the exercise of its
discretion, then with respect to each outstanding Option, that portion of the
Option which remains Unvested will become Vested immediately prior to such
Closing; and the Board may cancel all outstanding Options, and terminate this
Plan, effective as of the Closing, provided that it will notify all Optionees of
the proposed Change of Control Transaction a reasonable amount of time prior to
the Closing so that each Optionee will be given the opportunity to exercise the
Vested portion of his or her Option (after giving effect to the acceleration of
such vesting discussed above) prior to the Closing. For purposes of this section
6.6, the term "Change of Control Transaction" means

                                       -5-

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(a) the sale of all or substantially all of the assets of the Company to any
person or entity that, prior to such sale, did not control, was not under common
control with, or was not controlled by, the Company, or (b) a merger or
consolidation or other reorganization in which the Company is not the surviving
entity or becomes owned entirely by another entity, unless at least fifty
percent (50%) of the outstanding voting securities of the surviving or parent
corporation, as the case may be, immediately following such transaction are
beneficially held by such persons and entities in the same proportion as such
persons and entities beneficially held the outstanding voting securities of the
Company immediately prior to such transaction (a "Business Combination"), or (c)
the sale or other change of beneficial ownership of at least fifty percent (50%)
of the outstanding voting securities of the Company to any person or "group" as
that term is defined under the Securities Exchange Act of 1934, as amended.

                6.7     Additional Restrictions on Transfer; Investment Intent.
By accepting an Option and/or Option Shares under this Plan, the Optionee will
be deemed to represent, warrant and agree that, unless a registration statement
is in effect with respect to the offer and sale of Option Shares: (i) neither
the Option nor any such Shares will be freely tradeable and must be held
indefinitely unless such Option and such Shares are either registered under the
1933 Act or an exemption from such registration is available; (ii) the Company
is under no obligation to register the Option or any such Shares; (iii) upon
exercise of the Option, the Optionee will purchase the Option Shares for his or
her own account and not with a view to distribution within the meaning of the
1933 Act, other than as may be effected in compliance with the 1933 Act and the
rules and regulations promulgated thereunder; (iv) no one else will have any
beneficial interest in the Option Shares; (v) the Optionee has no present
intention of disposing of the Option Shares at any particular time; and (vi)
neither the Option nor the Shares have been qualified under the securities laws
of any state and may only be offered and sold pursuant to an exception from
qualification under applicable state securities laws.

                6.8     Stock Certificates; Legends. Certificates representing
Option Shares will bear all legends required by law and necessary or appropriate
in the Administrator's discretion to effectuate the provisions of this Plan and
of the applicable Option Agreement. The Company may place a "stop transfer"
order against Option Shares until full compliance with all restrictions and
conditions set forth in this Plan, in any applicable Option Agreement and in the
legends referred to in this section 6.8.

                6.9     Notices. Any notice to be given to the Company under the
terms of an Option Agreement will be addressed to the Company at its principal
executive office, Attention: Secretary, or at such other address as the Company
may designate in writing. Any notice to be given to an Optionee will be
addressed to him or her at the address provided to the Company by the Optionee.
Any such notice will be deemed to have been duly given if and when enclosed in a
properly sealed envelope, addressed as aforesaid, deposited, postage prepaid, in
a post office or branch post office regularly maintained by the local postal
authority.

                6.10    Other Provisions. Each Option Agreement may contain such
other terms, provisions and conditions, including restrictions on the Transfer
of Option Shares, and rights of the Company to repurchase such Shares, not
inconsistent with this Plan and applicable law, as may be determined by the
Administrator in his sole discretion.

                                       -6-

<PAGE>

                6.11    Specific Performance. Under those circumstances in which
the Company chooses to timely exercise its rights to repurchase Option Shares as
provided herein or in any Option Agreement, the Company will be entitled to
receive such Shares in specie in order to have the same available for future
issuance without dilution of the holdings of other shareholders of the Company.
By accepting Option Shares, the Holder thereof therefore acknowledges and agrees
that money damages will be inadequate to compensate the Company and its
stockholders if such a repurchase is not completed as contemplated hereunder and
that the Company will, in such case, be entitled to a decree of specific
performance of the terms hereof or to an injunction restraining such Holder (or
such Holder's personal representative) from violating this Plan or Option
Agreement, in addition to any other remedies that may be available to the
Company at law or in equity.

        7.      Term of the Plan. This Plan will become effective on the date of
its adoption by the Board. This Plan will expire on the tenth (10th) anniversary
of the date of its adoption by the Board, unless it is terminated earlier
pursuant to section 11 of this Plan, after which no more Options may be granted
under this Plan, although all outstanding Options granted prior to such
expiration or termination will remain subject to the provisions of this Plan,
and no such expiration or termination of this Plan will result in the expiration
or termination of any such Option prior to the expiration or early termination
of the applicable Option Term.

        8.      Adjustments Upon Changes in Stock. In the event of any change in
the outstanding Shares of the Company as a result of a stock split, reverse
stock split, stock bonus or distribution, recapitalization, combination or
reclassification, appropriate proportionate adjustments will be made in: (i) the
aggregate number of Shares that are reserved for issuance in the Option Pool
pursuant to section 4 above, under outstanding Options or future Options granted
hereunder; (ii) the Option Price and the number of Option Shares that may be
acquired under each outstanding Option granted hereunder; and (iii) other rights
and matters determined on a per share basis under this Plan or any Option
Agreement evidencing an outstanding Option granted hereunder. Any such
adjustments will be made only by the Board, and when so made will be effective,
conclusive and binding for all purposes with respect to this Plan and all
Options then outstanding. No such adjustments will be required by reason of the
issuance or sale by the Company for cash or other consideration of additional
Shares or securities convertible into or exchangeable for Shares.

        9.      Modification, Extension and Renewal of Options. Subject to the
terms and conditions and within the limitations of this Plan, the Administrator
may modify, extend or renew outstanding Options granted under this Plan, or
accept the surrender of outstanding Options (to the extent not theretofore
exercised) and authorize the granting of new Options in substitution therefor
(to the extent not theretofore exercised). Notwithstanding the foregoing,
however, no modification of any Option will, without the consent of the
Optionee, alter or impair any rights or obligations under any outstanding
Option.

        10.     Governing Law. The internal laws of the State of New York
(irrespective of its choice of law principles) will govern the validity of this
Plan, the construction of its terms and

                                       -7-

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the interpretation of the rights and duties of the parties hereunder and under
any Option Agreement.

        11.     Amendment and Discontinuance. The Board may amend, suspend or
discontinue this Plan at any time or from time to time; provided that no such
action may alter or impair any Option previously granted under this Plan without
the consent of the Optionee, nor may the number of Option Shares in the Option
Pool be reduced to a number that is less than the aggregate number of Option
Shares (i) that may be issued pursuant to the exercise of all outstanding and
unexpired Options granted hereunder, and (ii) that have been issued and are
outstanding pursuant to the exercise of Options granted hereunder.

        12.     No Stockholder Rights. No rights or privileges of a stockholder
in the Company are conferred by reason of the granting of an Option. No Optionee
will become a stockholder in the Company with respect to any Option Shares
unless and until the Option has been properly exercised and the Option Price
fully paid as to the portion of the Option exercised.

        13.     Copies of Plan. A copy of this Plan will be delivered to each
Optionee at or before the time he, she or it executes an Option Agreement.

        Date Plan Adopted by Board of Directors: September 23, 1998

                                       -8-

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                           United Road Services, Inc.
                      1998 Non-Qualified Stock Option Plan

                                    Exhibit A
                                   Definitions

1.      "1933 Act" means the Securities Act of 1933, as amended.

2.      "Administrator" has the meaning set forth in section 5 of the Plan.

3.      "Board" has the meaning set forth in section 1 of the Plan.

4.      "Business Combination" has the meaning set forth in Section 6.6 of the
        Plan.

5.      "Change of Control Transaction" has the meaning set forth in section 6.6
        of the Plan.

6.      "Closing" has the meaning set forth in section 6.6 of the Plan.

7.      "Code" means the Internal Revenue Code of 1986, as amended (references
        herein to Sections of the Code are intended to refer to Sections of the
        Code as enacted at the time of the Plan's adoption by the Board and as
        subsequently amended, or to any substantially similar successor
        provisions of the Code resulting from recodification, renumbering or
        otherwise).

8.      "Company" has the meaning set forth in section 1 of the Plan.

9.      "disability" means any physical or mental disability which results in a
        Termination of Eligibility Status under applicable law.

10.     "Donative Transfer" with respect to Option Shares means any voluntary
        Transfer by a transferor other than for value or the payment of
        consideration to the transferor.

11.     "Eligible Participants" has the meaning set forth in section 3 of the
        Plan.

12.     "Fair Market Value" means, with respect to the Shares and as of the date
        that is relevant to such a determination (e.g., on the Grant Date), the
        market price per share of such Shares determined by the Administrator.

13.     "Grace Period" means the maximum period following any Termination of
        Eligibility Status, whether resulting from the Optionee's death,
        disability or any other reason, during which period the Option will be
        exercisable, subject to vesting and to the expiration of the Option
        Term.

14.     "Grant Date" means, with respect to an Option, the date on which the
        Option Agreement evidencing that Option is entered into between the
        Company and the Optionee, or such

                                       -9-

<PAGE>

         other date as may be set forth in that Option Agreement as the "Grant
         Date" which will be the effective date of that Option Agreement.

15.     "Holder" means the holder of any Option Shares.

16.     "Involuntary Transfer" with respect to Option Shares includes, without
        limitation, any of the following: (A) an assignment of the Shares for
        the benefit of creditors of the transferor; (B) a Transfer by operation
        of law; (C) an execution of judgment against the Shares or the
        acquisition of record or beneficial ownership of Shares by a lender or
        creditor; (D) a Transfer pursuant to any decree of divorce, dissolution
        or separate maintenance, any property settlement, any separation
        agreement or any other agreement with a spouse (except for bona fide
        estate planning purposes) under which any Shares are Transferred or
        awarded to the spouse of the transferor or are required to be sold; or
        (E) a Transfer resulting from the filing by the transferor of a petition
        for relief, or the filing of an involuntary petition against the
        transferor, under the bankruptcy laws of the United States or of any
        other nation.

17.     "Option Agreement" has the meaning set forth in section 1 of the Plan.

18.     "Option Pool" has the meaning set forth in section 4 of the Plan.

19.     "Option Price" has the meaning set forth in section 5(c)(ii) of the
        Plan.

20.     "Option Shares" has the meaning set forth in section 1 of the Plan,
        provided that for purposes of section 6.5 of the Plan, the term "Option
        Shares" includes all Shares issued by the Company to a Holder (or his,
        her or its predecessor) by reason of such holdings, including any
        securities which may be acquired as a result of a stock split, stock
        dividend, and other distributions of Shares in the Company made upon, or
        in exchange for, other securities of the Company.

21.     "Option Term" has the meaning set forth in section 5(c)(iii) of the
        Plan.

22.     "Optionee" has the meaning set forth in section 1 of the Plan.

23.     "Options" has the meaning set forth in section 1 of the Plan.

24.     "Plan" has the meaning set forth in section 1 of the Plan.

25.     "Shares" has the meaning set forth in section 1 of the Plan.

26.     "Subsidiary" has the same meaning as "subsidiary corporation" as defined
        in Section 424(f) of the Code.

27.     "Successor Entity" means a corporation or other entity that acquires all
        or substantially all of the assets of the Company, or which is the
        surviving or parent entity resulting from a Business Combination, as
        that term is defined in section 6.6 of the Plan.

                                      -10-

<PAGE>

28.     "Tax Withholding Liability" in connection with the exercise of any
        Option means all federal and state income taxes, social security tax,
        and any other taxes applicable to the compensation income arising from
        the transaction required by applicable law to be withheld by the
        Company.

29.     "Termination of Eligibility Status" means (i) in the case of any
        employee of the Company and/or any of its Subsidiaries, a termination of
        his or her employment, whether by the employee or employer, and whether
        voluntary or involuntary, including without limitation as a result of
        the death or disability of the employee, and (ii) in the case of any
        advisor, consultant, or independent contractor of the Company and/or any
        of its Subsidiaries, the termination of the services relationship
        pursuant to any contract between the parties or otherwise under
        applicable law.

30.     "Termination for Cause" means (i) in the case of an Optionee who is an
        employee of the Company and/or any of its Subsidiaries, a termination by
        the employer of the Optionee's employment for "cause" as defined by any
        applicable contract of employment, or if not defined therein (or
        following termination of any such contract of employment), pursuant to
        the "For Cause Standard" set forth below, and (ii) in the case of an
        Optionee who is or which is an advisor, consultant or independent
        contractor to the Company and/or any of its Subsidiaries, a termination
        of the services relationship by the hiring party for "cause" or breach
        of contract, as defined by any applicable contract of engagement between
        the parties, or if not defined therein (or following termination of any
        such contract of engagement), pursuant to the "For Cause Standard" set
        forth below. For purposes hereof, the "For Cause Standard" means that
        one or more of the following has occurred: (a) the commission by
        Optionee of any act materially detrimental to the Company, including
        without limitation fraud, embezzlement, theft, bad faith, gross
        negligence, recklessness or willful misconduct; (b) incompetence or
        repeated failure or refusal to perform the duties required of Optionee
        by the Company; (c) conviction of a felony or of any crime of moral
        turpitude to the extent materially detrimental to the Company; or (d)
        any material misrepresentation by Optionee to the Company regarding the
        operation of the business.

31.     "Transfer" with respect to Option Shares, includes, without limitation,
        a voluntary or involuntary sale, assignment, transfer, conveyance,
        pledge, hypothecation, encumbrance, disposal, loan, gift, attachment or
        levy of those Shares, including any Involuntary Transfer, Donative
        Transfer or transfer by will or under the laws of descent and
        distribution.

32.     "Unvested Option" has the meaning set forth in section 5(c)(v) of the
        Plan.

33.     "Vested Option" has the meaning set forth in section 5(c)(v) of the
        Plan.

                                      -11-