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                                  EXHIBIT 10.3

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                            SIMEX TECHNOLOGIES, INC.

                             1999 STOCK OPTION PLAN

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<TABLE>
<S>                                                                                <C>
ARTICLE I  DEFINITIONS..........................................................    1
     1.1      "Award"...........................................................    1
     1.2      "Board"...........................................................    1
     1.3      "Change in Control"...............................................    1
     1.4      "Code"............................................................    1
     1.5      "Committee".......................................................    1
     1.6      "Company".........................................................    2
     1.7      "Director"........................................................    2
     1.8      "Exchange Act"....................................................    2
     1.9      "Exercise Price"..................................................    2
     1.10     "Fair Market Value"...............................................    2
     1.11     "Grantee".........................................................    2
     1.12     "Incentive Stock Option"..........................................    2
     1.13     "Non-Employee Director"...........................................    2
     1.14     "Officer".........................................................    2
     1.15     "Option"..........................................................    3
     1.16     "Optionee"........................................................    3
     1.17     "Permanent and Total Disability"..................................    3
     1.18     "Plan"............................................................    3
     1.19     "Purchasable".....................................................    3
     1.20     "Qualified Domestic Relations Order"..............................    3
     1.21     "Reload Option"...................................................    3
     1.22     "Restricted Stock"................................................    3
     1.23     "Restriction Agreement"...........................................    3
     1.24     "Section 16 Insider"..............................................    3
     1.25     "Stock"...........................................................    3
     1.26     "Stock Appreciation Rights".......................................    3
     1.27     "Stock Option Agreement"..........................................    3
     1.28     "Vesting Schedule"................................................    3
ARTICLE II THE PLAN.............................................................    4
     2.1      Name..............................................................    4
     2.2      Purpose...........................................................    4
     2.3      Effective Date....................................................    4
     2.4      Shareholder Approval..............................................    4
ARTICLE III PARTICIPANTS........................................................    4
ARTICLE IV ADMINISTRATION.......................................................    4
     4.1      Duties and Powers of the Committee................................    4
     4.2      Interpretation; Rules.............................................    5
     4.3      No Liability......................................................    5
     4.4      Majority Rule.....................................................    5
     4.5      Company Assistance................................................    5
ARTICLE V SHARES OF STOCK SUBJECT TO PLAN.......................................    5
     5.1      Limitations.......................................................    5
     5.2      Antidilution......................................................    6
ARTICLE VI OPTIONS..............................................................    7
     6.1      Types of Options Granted..........................................    7
     6.2      Option Grant and Agreement........................................    7
</TABLE>

                                       i

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<TABLE>
<S>                                                                                <C>
     6.3      Optionee Limitations..............................................    7
     6.4      $100,000 Limitation...............................................    8
     6.5      Exercise Price....................................................    8
     6.6      Exercise Period...................................................    8
     6.7      Option Exercise...................................................    8
     6.8      Reload Options....................................................    9
     6.9      Nontransferability of Option......................................   10
     6.10     Termination of Employment or Service..............................   10
     6.11     Employment Rights.................................................   10
     6.12     Certain Successor Options.........................................   10
     6.13     Effect of Change in Control.......................................   10
ARTICLE VII RESTRICTED STOCK....................................................   10
     7.1      Awards of Restricted Stock........................................   10
     7.2      Non-Transferability...............................................   11
     7.3      Lapse of Restrictions.............................................   11
     7.4      Termination of Employment.........................................   11
     7.5      Treatment of Dividends............................................   11
     7.6      Delivery of Shares................................................   11
ARTICLE VIII STOCK CERTIFICATES.................................................   12
ARTICLE IX TERMINATION AND AMENDMENT............................................   12
     9.1      Termination and Amendment.........................................   12
     9.2      Effect on Grantee's Rights........................................   12
ARTICLE X MISCELLANEOUS.........................................................   12
     10.1     Replacement or Amended Grants.....................................   12
     10.2     Forfeiture for Competition........................................   13
     10.3     Plan Binding on Successors........................................   13
     10.4     Singular, Plural; Gender..........................................   13
     10.5     Headings, etc., No Part of Plan...................................   13
     10.6     Interpretation....................................................   13
</TABLE>

                                       ii

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                            SIMEX TECHNOLOGIES, INC.

                             1999 STOCK OPTION PLAN

                                    ARTICLE 1
                                   DEFINITIONS

         As used herein, the following terms have the following meanings unless
the context clearly indicates to the contrary:

         1.1      "AWARD" shall mean a grant of Restricted Stock.

         1.2      "BOARD" shall mean the Board of Directors of the Company.

         1.3      "CHANGE IN CONTROL" shall mean the occurrence of either of the
                  following events:

                  1.3.1 A change in the composition of the Board of Directors as
a result of which fewer than one-half of the incumbent directors are directors
who either:

                           (a)      Had been directors of the Company 24 months
         prior to such change; or

                           (b)      Were elected, or nominated for election, to
         the Board of Directors with the affirmative votes of at least a
         majority of the directors who had been directors of the Company 24
         months prior to such change and who were still in office at the time of
         the election or nomination; or

                  1.3.2 Any "person" (as such term is used in sections 13(d) and
14(d) of the Exchange Act), other than any person who is a shareholder of the
Company on or before the effective date of the Plan, by the acquisition or
aggregation of securities is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 50 percent or more of the
combined voting power of the Company's then outstanding securities ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote at elections of directors (the "Base Capital Stock"); except that any
change in the relative beneficial ownership of the Company's securities by any
person resulting solely from a reduction in the aggregate number of outstanding
shares of Base Capital Stock, and any decrease thereafter in such person's
ownership of securities, shall be disregarded until such person increases in any
manner, directly or indirectly, such person's beneficial ownership of any
securities of the Company.

         1.4      "CODE" shall mean the United States Internal Revenue Code as
                  amended.

         1.5      "COMMITTEE" shall mean a committee of at least one Director
appointed from time to time by the Board. However, with respect to any Options
or Awards granted to a Section 16 Insider, the Committee shall consist: (i) of
the entire Board, or (ii) solely of two or more Non-Employee Directors (who need
not be members of the Committee with respect to Options or Awards granted to any
other individuals).

                                       1

<PAGE>

         1.6      "COMPANY" shall mean Simex Technologies, Inc., Inc., a
Delaware corporation and any successor company, and shall include any
subsidiary, 50% or more of the outstanding voting stock of which is owned,
directly or indirectly by Simex Technologies, Inc.

         1.7      "DIRECTOR" shall mean a member of the Board and any person who
is an advisory or honorary director of the Company if such person is considered
a director for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

         1.8      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934.

         1.9      "EXERCISE PRICE" shall mean the price at which an Optionee may
purchase a share of Stock under a Stock Option Agreement.

         1.10     "FAIR MARKET VALUE" on any date shall mean (i) the closing
sales price of the Stock on such date on the national securities exchange having
the greatest volume of trading in the Stock during the thirty-day period
preceding the day the value is to be determined or, if such exchange was not
open for trading on such date, the next preceding date on which it was open;
(ii) if the Stock is not traded on any national securities exchange, the average
of the closing high bid and low asked prices of the Stock on the
over-the-counter market on the day such value is to be determined, or in the
absence of closing bids on such day, the closing bids on the next preceding day
on which there were bids; or (iii) if the Stock also is not traded on the
over-the-counter market, the fair market value as determined in good faith by
the Board or the Committee based on such relevant facts as may be available to
the Board, which may include opinions of independent experts, the price at which
recent sales have been made, the book value of the Stock, and the Company's
current and future earnings.

         1.11     "GRANTEE" shall mean a person who is an Optionee or a person
who has received an Award of Restricted Stock.

         1.12     "INCENTIVE STOCK OPTION" shall mean an option to purchase any
stock of the Company, which complies with and is subject to the terms,
limitations and conditions of Section 422 of the Code and any regulations
promulgated with respect thereto.

         1.13     "NON-EMPLOYEE DIRECTOR" shall have the meaning set forth in
Rule 16b-3 under the Exchange Act, as the same may be in effect from time to
time, or in any successor rule thereto, and shall be determined for all purposes
under the Plan according to interpretative or "no-action" positions with respect
thereto issued by the Securities and Exchange Commission.

         1.14     "OFFICER" shall mean a person who constitutes an officer of
the Company for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

                                       2

<PAGE>

         1.15     "OPTION" shall mean an option, whether or not an Incentive
Stock Option, to purchase Stock granted pursuant to the provisions of Article VI
hereof.

         1.16     "OPTIONEE" shall mean a person to whom an Option has been
granted hereunder.

         1.17     "PERMANENT AND TOTAL DISABILITY" shall have the same meaning
as given to that term by Code Section 22(e)(3) and any regulations or rulings
promulgated thereunder.

         1.18     "PLAN" shall mean the Simex Technologies, Inc. 1999 Stock
Option Plan, the terms of which are set forth herein.

         1.19     "PURCHASABLE" shall refer to Stock which may be purchased by
an Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement.

         1.20     "QUALIFIED DOMESTIC RELATIONS ORDER" shall have the meaning
set forth in the Code or in the Employee Retirement Income Security Act of 1974,
or the rules and regulations promulgated under the Code or such Act.

         1.21     "RELOAD OPTION" shall have the meaning set forth in Section
6.8 hereof.

         1.22     "RESTRICTED STOCK" shall mean Stock issued, subject to
restrictions, to a Grantee pursuant to Article VII hereof.

         1.23     "RESTRICTION AGREEMENT" shall mean the agreement setting forth
the terms of an Award, and executed by a Grantee as provided in Section 7.1
hereof.

         1.24     "SECTION 16 INSIDER" shall mean any person who is subject to
the provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2
promulgated pursuant to the Exchange Act.

         1.25     "STOCK" shall mean the Common Stock, $.001 par value, of the
Company or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for shares of a different stock or securities of the
Company or some other entity, such other stock or securities.

         1.26     "STOCK APPRECIATION RIGHTS" (or "SARs") shall have the meaning
ascribed in Section 422 of the Code.

         1.27     "STOCK OPTION AGREEMENT" shall mean an agreement between the
Company and an Optionee under which the Optionee may purchase Stock hereunder, a
sample form of which is attached hereto as Exhibit A (which form may be varied
by the Committee in granting an Option).

         1.28     "VESTING SCHEDULE" shall mean the schedule set forth on the
Stock Option Agreement.

                                       3

<PAGE>

                                    ARTICLE 2
                                    THE PLAN

         2.1      NAME. This Plan shall be known as the "Simex Technologies,
Inc. 1999 Stock Option Plan".

         2.2      PURPOSE. The purpose of the Plan is to advance the interests
of the Company, its subsidiaries, and its shareholders by affording certain
employees and Directors of the Company, as well as key consultants and advisors
to the Company, an opportunity to acquire or increase their proprietary
interests in the Company. The objective of the issuance of the Options and
Awards is to promote the growth and profitability of the Company because the
Grantees will be provided with an additional incentive to achieve the Company's
objectives through participation in its success and growth and by encouraging
their continued association with or service to the Company.

         2.3      EFFECTIVE DATE. The Plan shall become effective on,
1999.

         2.4      SHAREHOLDER APPROVAL. The Company has obtained the consent of
a majority of the shareholders to the adoption of this Plan as of November 19,
1999.

                                   ARTICLE 3
                                  PARTICIPANTS

         The class of persons eligible to participate in the Plan shall consist
of all persons whose participation in the Plan the Committee determines to be in
the best interests of the Company which shall include, but not be limited to,
all Directors and employees (including leased employees, if any), including but
not limited to executive personnel, of the Company, as well as key consultants
and advisors to the Company.

                                   ARTICLE 4
                                 ADMINISTRATION

         4.1      DUTIES AND POWERS OF THE COMMITTEE. The Plan shall be
administered by the Committee. The Committee shall select one of its members as
its Chairman and shall hold its meetings at such times and places as it may
determine. The Committee shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it may deem necessary.
The Committee shall have the power to act by unanimous written consent in lieu
of a meeting, and to meet by telephone. In administering the Plan, the
Committee's actions and determinations shall be binding on all interested
parties. The Committee shall have the power to grant Options or Awards in
accordance with the provisions of the Plan and may grant Options and Awards
singly, in combination, or in tandem. Subject to the provisions of the Plan, the
Committee shall have the discretion and authority to determine those individuals
to whom Options or Awards will be granted and whether such Options shall be
accompanied by the right to receive Reload Options, the number of shares of
Stock subject to each Option or Award, such other matters as are specified
herein, and any other terms and conditions of a Stock Option Agreement or
Restriction Agreement. The Committee shall also have the discretion and
authority to delegate to any Officer its powers to grant Options or Awards under
the Plan to any person who is an employee of the Company but not an Officer or
Director. To the extent not inconsistent with the

                                       4

<PAGE>

provisions of the Plan, the Committee may give a Grantee an election to
surrender an Option or Award in exchange for the grant of a new Option or Award,
and shall have the authority to amend or modify an outstanding Stock Option
Agreement or Restriction Agreement, or to waive any provision thereof, provided
that the Grantee consents to such action.

         4.2      INTERPRETATION; RULES. Subject to the express provisions of
the Plan, the Committee also shall have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to make
all other determinations necessary or advisable for the administration of the
Plan, including, without limitation, the amending or altering of the Plan and
any Options or Awards granted hereunder as may be required to comply with or to
conform to any federal, state, or local laws or regulations.

         4.3      NO LIABILITY. Neither any member of the Board nor any member
of the Committee shall be liable to any person for any act or determination made
in good faith with respect to the Plan or any Option or Award granted hereunder.

         4.4      MAJORITY RULE. A majority of the members of the Committee
shall constitute a quorum, and any action taken by a majority at a meeting at
which a quorum is present, or any action taken without a meeting evidenced by a
writing executed by all the members of the Committee, shall constitute the
action of the Committee.

         4.5      COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                    ARTICLE 5
                         SHARES OF STOCK SUBJECT TO PLAN

         5.1      LIMITATIONS. Subject to any antidilution adjustment pursuant
to the provisions of Section 5.2 hereof, the maximum number of shares of Stock
that may be issued hereunder shall be no more than ten percent (10%) of the
issued and outstanding common stock as of November 1, 1999. Any or all shares of
Stock subject to the Plan may be issued in any combination of Incentive Stock
Options, non-Incentive Stock Options, Restricted Stock, or SARs, Shares subject
to an Option or issued as an Award may be either authorized and unissued shares
or shares issued and later acquired by the Company. The shares covered by any
unexercised portion of an Option that has terminated for any reason (except as
set forth in the following paragraph), or any forfeited portion of an Award, may
again be optioned or awarded under the Plan, and such shares shall not be
considered as having been optioned or issued in computing the number of shares
of Stock remaining available for option or award hereunder.

         If Options are issued in respect of options to acquire stock of any
entity acquired, by merger or otherwise, by the Company (or any subsidiary of
the Company), to the extent that such issuance shall not be inconsistent with
the terms, limitations and conditions of Code Section 422 or Rule 16b-3 under
the Exchange Act, the aggregate number of shares of Stock for which Options may
be granted hereunder shall automatically be increased by the number of shares

                                       5

<PAGE>

subject to the Options so issued; provided, however, that the aggregate number
of shares of Stock for which Options may be granted hereunder shall
automatically be decreased by the number of shares covered by any unexercised
portion of an Option so issued that has terminated for any reason, and the
shares subject to any such unexercised portion may not be optioned to any other
person.

         5.2      ANTIDILUTION.

                  5.2.1    If (1) the outstanding shares of Stock are changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, or stock
split or stock dividend, (2) any spin-off, spin-out or other distribution of
assets materially affects the price of the Company's stock, or (3) there is any
assumption and conversion to the Plan by the Company of an acquired company's
outstanding option grants, then:

                           (a)      the aggregate number and kind of shares of
         Stock for which Options or Awards may be granted hereunder shall be
         adjusted proportionately by the Committee; and

                           (b)      the rights of Optionees (concerning the
         number of shares subject to Options and the Exercise Price) under
         outstanding Options and the rights of the holders of Awards (concerning
         the terms and conditions of the lapse of any then-remaining
         restrictions), shall be adjusted proportionately by the Committee.

                  5.2.2    If the Company shall be a party to any reorganization
in which it does not survive, involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the Company, the Committee, in its
discretion, may:

                           (a)      notwithstanding other provisions hereof,
         declare that all Options granted under the Plan shall become
         exercisable immediately notwithstanding the provisions of the
         respective Stock Option Agreements regarding exercisability, that all
         such Options shall terminate 90 days after the Committee gives written
         notice of the immediate right to exercise all such Options and of the
         decision to terminate all Options not exercised within such 90-day
         period, and that all then-remaining restrictions pertaining to Awards
         under the Plan shall immediately lapse; and/or

                           (b)      notify all Grantees that all Options or
         Awards granted under the Plan shall be assumed by the successor
         corporation or substituted on an equitable basis with options or
         restricted stock issued by such successor corporation.

                  5.2.3 If the Company is to be liquidated or dissolved in
connection with a reorganization described in Section 5.2(b), the provisions of
such Section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause all then-remaining restrictions pertaining to Awards
under the Plan to lapse, and shall cause every Option outstanding under the Plan
to terminate to the extent not exercised prior to the adoption of the plan of
dissolution or liquidation by the shareholders, provided that, notwithstanding
other provisions hereof, the Committee may declare all Options granted under the
Plan to be exercisable at any time on or before the fifth business day

                                       6

<PAGE>

following such adoption notwithstanding the provisions of the respective Stock
Option Agreements regarding exercisability.

                  5.2.4 The adjustments described in paragraphs (a) through (c)
of this Section 5.2, and the manner of their application, shall be determined
solely by the Committee, and any such adjustment may provide for the elimination
of fractional share interests; provided, however, that any adjustment made by
the Board or the Committee shall be made in a manner that will not cause an
Incentive Stock Option to be other than an Incentive Stock Option under
applicable statutory and regulatory provisions. The adjustments required under
this Article V shall apply to any successors of the Company and shall be made
regardless of the number or type of successive events requiring such
adjustments.

                                   ARTICLE 6
                                    OPTIONS

         6.1      TYPES OF OPTIONS GRANTED. The Committee may, under this Plan,
grant either Incentive Stock Options or Options, which do not qualify as
Incentive Stock Options. Within the limitations provided in this Plan, both
types of Options may be granted to the same person at the same time, or at
different times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other factor
the Committee deems relevant.

         6.2      OPTION GRANT AND AGREEMENT. Each Option granted hereunder
shall be evidenced by minutes of a meeting or the written consent of the
Committee and by a written Stock Option Agreement executed by the Company and
the Optionee. The terms of the Option, including the Option's duration, time or
times of exercise, exercise price, whether the Option is intended to be an
Incentive Stock Option, and whether the Option is to be accompanied by the right
to receive a Reload Option, shall be stated in the Stock Option Agreement. No
Incentive Stock Option may be granted more than ten years after the earlier to
occur of the effective date of the Plan or the date the Plan is approved by the
Company's shareholders.

         Separate Stock Option Agreements may be used for Options intended to be
Incentive Stock Options and those not so intended, but any failure to use such
separate agreements shall not invalidate, or otherwise adversely affect the
Optionee's interest in, the Options evidenced thereby.

         6.3      OPTIONEE LIMITATIONS. The Committee shall not grant an
Incentive Stock Option to any person who, at the time the Incentive Stock Option
is granted:

                  6.3.1 is not an employee of the Company; or

                  6.3.2 owns or is considered to own stock possessing at least
10% of the total combined voting power of all classes of stock of the Company or
any of its parent or subsidiary corporations; provided, however, that this
limitation shall not apply if at the time an Incentive Stock Option is granted
the Exercise Price is at least 110% of the Fair Market Value of the Stock
subject to such Option and such Option by its terms would not be exercisable
after five years from the date on which the Option is granted.

                                       7

<PAGE>

         6.4      $100,000 LIMITATION. Except as provided below, the Committee
shall not grant an Incentive Stock Option to, or modify the exercise provisions
of outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Company, such that the aggregate Fair Market
Value (determined as of the respective dates of grant or modification of each
option) of the stock with respect to which such Incentive Stock Options are
exercisable for the first time during any calendar year is in excess of $100,000
(or such other limit as may be prescribed by the Code from time to time);
provided that the foregoing restriction on modification of outstanding Incentive
Stock Options shall not preclude the Committee from modifying an outstanding
Incentive Stock Option if, as a result of such modification and with the consent
of the Optionee, such Option no longer constitutes an Incentive Stock Option;
and provided that, if the $100,000 limitation (or such other limitation
prescribed by the Code) described in this Section 6.4 is exceeded, the Incentive
Stock Option, the granting or modification of which resulted in the exceeding of
such limit, shall be treated as an Incentive Stock Option up to the limitation
and the excess shall be treated as an Option not qualifying as an Incentive
Stock Option.

         6.5      EXERCISE PRICE. The Exercise Price of the Stock subject to
each Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall not
be less than the Fair Market Value of the Stock as of the date the Option is
granted (or in the case of an Incentive Stock Option that is subsequently
modified, on the date of such modification).

         6.6      EXERCISE PERIOD. The period for the exercise of each Option
granted hereunder shall be determined by the Committee, but the Stock Option
Agreement with respect to each Option intended to be an Incentive Stock Option
shall provide that such Option shall not be exercisable after the expiration of
ten years from the date of grant (or modification) of the Option (subject,
however, to the provisions of Section 6.3(b) hereof). In addition, no Incentive
Stock Option granted under the Plan shall be exercisable prior to shareholder
approval of the Plan.

         6.7      OPTION EXERCISE.

                  6.7.1 Unless otherwise provided in the Stock Option Agreement
or Section 6.6 hereof, an Option may be exercised at any time or from time to
time during the term of the Option as to any or all full shares which have
become Purchasable under the provisions of the Option, but not at any time as to
less than 100 shares unless the remaining shares that have become so Purchasable
are less than 100 shares. The Committee shall have the authority to prescribe in
any Stock Option Agreement that the Option may be exercised only in accordance
with a vesting schedule during the term of the Option.

                  6.7.2 An Option shall be exercised by (i) delivery to the
Company at its principal office a written notice of exercise with respect to a
specified number of shares of Stock and (ii) payment to the Company at that
office of the full amount of the Exercise Price for such number of shares in
accordance with Section 6.7(c). If requested by an Optionee, an Option may be
exercised with the involvement of a stockbroker in accordance with the federal
margin rules set forth in Regulation T (in which case the certificates
representing the underlying shares will be delivered by the Company directly to
the stockbroker).

                                       8

<PAGE>

                  6.7.3 The Exercise Price is to be paid in full in cash upon
the exercise of the Option and the Company shall not be required to deliver
certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, all or any portion of the Exercise
Price may be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in each
case to be credited against the Exercise Price at the Fair Market Value of such
shares on the date of exercise (however, no fractional shares may be so
transferred, and the Company shall not be obligated to make any cash payments in
consideration of any excess of the aggregate Fair Market Value of shares
transferred over the aggregate Exercise Price); provided further, that the Board
may provide in a Stock Option Agreement (or may otherwise determine in its sole
discretion at the time of exercise) that, in lieu of cash or shares, all or a
portion of the Exercise Price may be paid by the Optionee's execution of a
recourse note equal to the Exercise Price or relevant portion thereof, subject
to compliance with applicable state and federal laws, rules and regulations.

                  6.7.4 In addition to and at the time of payment of the
Exercise Price, the Optionee shall pay to the Company in cash the full amount of
any federal, state, and local income, employment, or other withholding taxes
applicable to the taxable income of such Optionee resulting from such exercise.
However, in the discretion of the Committee any Stock Option Agreement may
provide that all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of the
Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.

                  6.7.5 The holder of an Option shall not have any of the rights
of a shareholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to the Optionee upon the exercise
of the Option.

         6.8      RELOAD OPTIONS.

                  6.8.1 The Committee may specify in a Stock Option Agreement
(or may otherwise determine in its sole discretion) that a Reload Option shall
be granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for
the same number of shares as are surrendered to pay such amounts, (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market Value
of the Stock on such date, and (iv) otherwise on the same terms and conditions
as the Option whose exercise has occasioned such payment, subject to such other
conditions or terms as the Committee shall specify at the time such exercised
Option is granted.

                  6.8.2 Unless provided otherwise in the Stock Option Agreement,
a Reload Option may not be exercised by an Optionee (i) prior to the end of a
one-year period from the date

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that the Reload Option is granted, and (ii) unless the Optionee retains
beneficial ownership of the shares of Stock issued to such Optionee upon
exercise of the Option referred to above in Section 6.8(a)(i) for a period of
one year from the date of such exercise.

         6.9      NONTRANSFERABILITY OF OPTION. No Option shall be transferable
by an Optionee other than by will or the laws of descent and distribution or, in
the case of non-Incentive Stock Options, pursuant to a Qualified Domestic
Relations Order, or pursuant to consent by the Committee provided that such
transfer is not prohibited by any provision of the Code and no Option shall be
transferable by an Optionee who is a Section 16 Insider prior to shareholder
approval of the Plan. During the lifetime of an Optionee, Options shall be
exercisable only by such Optionee (or by such Optionee's guardian or legal
representative, should one be appointed).

         6.10     TERMINATION OF EMPLOYMENT OR SERVICE. The Committee shall have
the power to determine the date on which an Optionee, must exercise any stock
options upon an Optionee's termination of employment; provided, however, that in
no event may an Incentive Stock Option be exercised after the expiration of ten
years from the date of grant thereof.

         6.11     EMPLOYMENT RIGHTS. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company, or shall interfere in any way with the right of the Company to
terminate such person's employment at any time.

         6.12     CERTAIN SUCCESSOR OPTIONS. To the extent not inconsistent with
the terms, limitations and conditions of Code Section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code Section 424(a).

         6.13     EFFECT OF CHANGE IN CONTROL. The Committee may determine, at
the time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with respect to the Company (and the Committee shall have the discretion to
modify the definition of a Change in Control in a particular Option Agreement).
If the Committee finds that there is a reasonable possibility that, within the
succeeding six months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.

                                   ARTICLE 7
                                RESTRICTED STOCK

         7.1      AWARDS OF RESTRICTED STOCK. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction Agreement between the
Company and the Grantee. Each Restriction Agreement shall contain such
restrictions, terms, and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be placed on the
certificates evidencing the subject Restricted Stock. Shares of Restricted Stock
granted pursuant to an Award hereunder shall be issued in the name of the
Grantee as soon as reasonably practicable after the Award is granted, provided
that the Grantee has executed the Restriction

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Agreement governing the Award, the appropriate blank stock powers, and, in the
discretion of the Committee, an escrow agreement and any other documents which
the Committee may require as a condition to the issuance of such shares. If a
Grantee shall fail to execute the foregoing documents within any time period
prescribed by the Committee, the Award shall be void. At the discretion of the
Committee, shares issued in connection with an Award may be held by the Company
for the account of the Grantee or deposited together with the stock powers with
an escrow agent designated by the Committee. Unless the Committee determines
otherwise and as set forth in the Restriction Agreement, upon issuance of the
shares, the Grantee shall have all of the rights of a shareholder with respect
to such shares, including the right to vote the shares and to receive all
dividends or other distributions paid or made with respect to the shares.

         7.2      NON-TRANSFERABILITY. Until any restrictions upon Restricted
Stock awarded to a Grantee shall have lapsed in a manner set forth in Section
7.3, such shares of Restricted Stock shall not be transferable other than by
will or the laws of descent and distribution, or pursuant to a Qualified
Domestic Relations Order, nor shall they be delivered to the Grantee.

         7.3      LAPSE OF RESTRICTIONS. Restrictions upon Restricted Stock
awarded hereunder shall lapse at such time or times and on such terms and
conditions as the Committee may, in its discretion, determine at the time the
Award is granted or thereafter.

         7.4      TERMINATION OF EMPLOYMENT. The Committee shall have the power
to specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

         7.5      TREATMENT OF DIVIDENDS. At the time an Award of Restricted
Stock is made the Committee may, in its discretion, determine that the payment
to the Grantee of any dividends, or a specified portion thereof, declared or
paid on such Restricted Stock shall be (i) deferred until the lapsing of the
relevant restrictions and (ii) held by the Company for the account of the
Grantee until such lapsing. In the event of such deferral, there shall be
credited at the end of each year (or portion thereof) interest on the amount of
the account at the beginning of the year at a rate per annum determined by the
Committee. Payment of deferred dividends, together with interest thereon, shall
be made upon the lapsing of restrictions imposed on such Restricted Stock, and
any dividends deferred (together with any interest thereon) in respect of
Restricted Stock shall be forfeited upon any forfeiture of such Restricted
Stock.

         7.6      DELIVERY OF SHARES. Except as provided otherwise in Article IX
below, within a reasonable period of time following the lapse of the
restrictions on shares of Restricted Stock, the Committee shall cause a stock
certificate to be delivered to the Grantee with respect to such shares and such
shares shall be free of all restrictions hereunder.

                                   ARTICLE 8
                               STOCK CERTIFICATES

         Unless otherwise waived by the Board of Directors, the Company shall
not be required to issue or deliver any certificate for shares of Stock
purchased upon the exercise of any Option granted hereunder or any portion
thereof, or deliver any certificate for shares of Restricted Stock

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granted hereunder, prior to fulfillment of all of the following conditions:

                  8.1.1 The obtaining of any approval or other clearance from
any federal or state governmental agency or body which the Committee shall
determine to be necessary or advisable; and

                  8.1.2 The lapse of such reasonable period of time following
the exercise of the Option as the Board from time to time may establish for
reasons of administrative convenience.

         Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws.

                                   ARTICLE 9
                            TERMINATION AND AMENDMENT

         9.1      TERMINATION AND AMENDMENT. The Board may at any time terminate
the Plan, and may at any time and from time to time and in any respect amend the
Plan; provided, however, that the Board (unless its actions are approved or
ratified by the shareholders of the Company within twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

                  9.1.1 Increase the total number of shares of Stock issuable
pursuant to Incentive Stock Options, except as contemplated in Section 5.2;

                  9.1.2 Change the class of employees eligible to receive
Incentive Stock Options that may participate in the Plan; or

                  9.1.3 Otherwise materially increase the benefits accruing to
recipients of Incentive Stock Options under the Plan.

         9.2      EFFECT ON GRANTEE'S RIGHTS. No termination, amendment, or
modification of the Plan shall affect adversely a Grantee's rights under a Stock
Option Agreement or Restriction Agreement without the consent of the Grantee or
his legal representative.

                                   ARTICLE 10
                                  MISCELLANEOUS

         10.1     REPLACEMENT OR AMENDED GRANTS. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options or Awards in substitution for them. However no
modification of an Option or Award shall adversely affect a Grantee's rights
under a Stock Option Agreement or Restriction Agreement without the consent of
the Grantee or his legal representative.

         10.2     FORFEITURE FOR COMPETITION. If a Grantee provides services to
a competitor of the Company or any of its subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent, or otherwise, such
services being of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Grantee while an employee

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of the Company or subsidiary, then that Grantee's rights under any Options
outstanding hereunder shall be forfeited and terminated, and any shares of
Restricted Stock held by such Grantee subject to remaining restrictions shall be
forfeited, subject in each case to a determination to the contrary by the
Committee.

         10.3     PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns of the Company.

         10.4     SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

         10.5     HEADINGS, ETC., NO PART OF PLAN. Headings of Articles and
Sections hereof are inserted for convenience and reference; they do not
constitute part of the Plan.

         10.6     INTERPRETATION. With respect to Section 16 Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Plan administrators fails to so
comply, it shall be deemed void to the extent permitted by law and deemed
advisable by the Plan administrators.

                                * * * * * * * * *

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