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                                                               EXHIBIT 10.1


                         CTRIP.COM INTERNATIONAL LIMITED

                          EMPLOYEES' STOCK OPTION PLAN

1.      Purposes of the Plan

        The purposes of this Plan are:

        (a)     to attract and retain the best available personnel for positions
                of substantial responsibility,

        (b)     to provide additional incentive to Employees, Independent
                Directors and Consultants, and

        (c)     to promote the success of the Company's business.

        Stock Purchase Rights may also be granted under the Plan.

2.      Definitions


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         <S>                                     <C>
         "Administrative Committee"              the Board or any of
                                                 its Committees as shall be
                                                 administering the Plan in
                                                 accordance with Section 4
                                                 below. It should be comprised
                                                 of CEO, CFO and members of the
                                                 compensation committee.

         "Applicable Laws"                       the requirements relating to
                                                 the administration of stock
                                                 option plans under any stock
                                                 exchange or quotation system
                                                 on which the Ordinary  Shares
                                                 are listed or quoted and the
                                                 applicable laws of any country
                                                 or jurisdiction where Options
                                                 or Stock  Purchase  Rights are
                                                 granted under the Plan.

         "Board"                                 the Board of Directors of the
                                                 Company.

         "Committee"                             a committee of Directors
                                                 appointed by the Board
                                                 in accordance with Section 4
                                                 below.

         "Company"                               CTRIP.COM INTERNATIONAL
                                                 LIMITED, a company incorporated
                                                 under the laws of Cayman
                                                 Islands.

         "Consultant"                            any person who is engaged by
                                                 the  Company or any Parent or
                                                 Subsidiary to render consulting
                                                 or advisory services to such
                                                 entity.

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        <S>                                      <C>
         "Director"                              a member of the Board.

         "Disability"                            any total and permanent
                                                 disability which prevents the
                                                 Service Provider to continue in
                                                 such capacity.

         "Employee"                              any person, including but not
                                                 limited to Directors, employed
                                                 by the Company or any Parent or
                                                 Subsidiary of the Company. A
                                                 Service Provider shall not
                                                 cease to be an Employee in the
                                                 case:

                                                 (i)  any leave of absence
                                                      approved by the Company; or

                                                 (ii) transfers between
                                                      locations of the Company
                                                      or between the Company,
                                                      its Parent, any Subsidiary,
                                                      or any successor.

         "Fair Market Value"                     as of any date, the value of
                                                 Ordinary Shares is determined
                                                 as follows:

                                                 (i) if the Ordinary Shares are
                                                     listed or publicly traded on
                                                     any established stock exchange
                                                     or a national market system,
                                                     its Fair Market Value shall be
                                                     the closing sales price for
                                                     such stock (or the closing bid,
                                                     if no sales were reported) as
                                                     quoted on such exchange or
                                                     system for the last market
                                                     trading day prior to the time
                                                     of determination, as reported
                                                     in The Wall Street Journal or
                                                     such other resource as the
                                                     Administrative Committee deems
                                                     reliable.

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        <S>                                      <C>

                                                 (ii) if the Ordinary Shares are
                                                      regularly quoted by a
                                                      principal recognised
                                                      securities dealer but
                                                      selling prices are not
                                                      reported, its Fair Market
                                                      Value shall be the average
                                                      between the high bid and
                                                      low asked prices for the
                                                      Ordinary Shares on the last
                                                      market trading day prior to
                                                      the day of determination;
                                                      or

                                                 (iii) in the absence of an
                                                       established market for the
                                                       Ordinary Shares, the Fair
                                                       Market Value thereof shall
                                                       be determined in good
                                                       faith by the Administrative
                                                       Committee after consultation
                                                       with legal and accounting
                                                       experts as the Administrative
                                                       Committee may deem advisable.

         "Option"                                a stock option granted pursuant
                                                 to the Plan.

         "Option Agreement"                      a written or electronic agreement
                                                 between the Company and an
                                                 Optionee evidencing the terms
                                                 and conditions of an individual
                                                 Option grant. The Option Agreement
                                                 is subject to the terms and
                                                 conditions of the Plan.

         "Option Exchange Program"               a program whereby outstanding Options
                                                 are exchanged for Options with
                                                 a lower exercise price.

         "Optioned Stock"                        the Ordinary Shares subject to an
                                                 Option or a Stock Purchase Right.

         "Optionee"                              The holder of an outstanding Option
                                                 or Stock Purchase Right granted
                                                 under the Plan.

         "Ordinary Shares"                       The ordinary shares of the
                                                 Company.

         "Parent"                                Any entity which holds directly
                                                 or indirectly at least fifty point
                                                 one percent (50.1%) of the voting
                                                 equity of the Company.

         "Plan"                                  This Employees' Stock Option Plan.
</TABLE>

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        <S>                                      <C>

         "Restricted Stock"                      Shares of Ordinary Shares acquired
                                                 pursuant to a grant of a Stock
                                                 Purchase Right under Section 11
                                                 below.

         "Securities Act"                        the securities exchange legislation
                                                 of any applicable jurisdiction together
                                                 with its amendments.

         "Service Provider"                      an Employee, Director or Consultant.

         "Share" or "Shares"                     a share or shares of the Ordinary
                                                 Shares, as adjusted in accordance
                                                 with Section 12 below.

         "Stock Purchase Right"                  a right to purchase Ordinary Shares
                                                 pursuant to Section 11 below.

         "Subsidiary"                            any entity in which the Company
                                                 holds directly or indirectly fifty
                                                 point one percent (50.1%) or more
                                                 of the voting equity.

         "Tax Law"                               The relevant tax legislation of
                                                 the applicable jurisdiction,
                                                 as amended.
</TABLE>

         Except where otherwise indicated by the context, the masculine gender
         also shall include the feminine gender, and the definition of any term
         herein in the singular also shall include the plural.

3.       Stock Subject to the Plan

         Subject to the provisions of Section 12 of the Plan, the maximum
         aggregate number of Shares which may be subject to option and sold
         under the Plan is 1,187,510 Shares. At all times during the term of the
         Plan and while any Option(s) or Stock Purchase Right(s) are
         outstanding, the Company shall retain as authorized and unissued stock,
         or as treasury stock, at least the number of Shares from time to time
         required under the provisions of the Plan, or otherwise assure itself
         of its ability to perform its obligations hereunder.

         If an Option or Stock Purchase Right expires or terminates for any
         reason or becomes unexercisable without having been exercised in full,
         or is surrendered pursuant to an Option Exchange Program, the
         unpurchased Shares which were subject thereto shall become available
         for future grant or sale under the Plan (unless the Plan has
         terminated). However, Shares that have actually been issued under the



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                                                                          Page 5


        Plan, upon exercise of either an Option or Stock Purchase Right, shall
        not be returned to the Plan and shall not become available for future
        distribution under the Plan, except that if Shares of Restricted Stock
        are repurchased by the Company at their original purchase price and
        cancelled, such Shares (which will then be authorised but unissued
        Shares) shall become available for future grant under the Plan.

4.      Administration of the Plan

        (a)     Administrative Committee

                The Plan shall be administered by the Board or a Committee
                appointed by the Board, which Committee shall be constituted to
                comply with the Applicable Laws.

        (b)     Powers of the Administrative Committee

                Subject to the provisions of the Plan and, in the case of a
                Committee, the specific duties delegated by the Board to such
                Committee, and subject to the approval of any relevant
                authorities, the Administrative Committee shall have the
                authority in its discretion:

                (i)     to determine the Fair Market Value;

                (ii)    to select the Service Providers to whom Options and
                        Stock Purchase Rights may from time to time be granted
                        hereunder;

                (iii)   to determine the number of Shares to be covered by each
                        such award granted hereunder;

                (iv)    to approve forms of agreement for use under the Plan;

                (v)     to determine the terms and conditions, of any Option or
                        Stock Purchase Right granted hereunder. Such terms and
                        conditions include, but are not limited to, the exercise
                        price, the time or times when Option or Stock Purchase
                        Rights may be exercised (which may be based on
                        performance criteria), any vesting acceleration or
                        waiver of forfeiture restrictions, and any restriction
                        or limitation regarding any Option or Stock Purchase
                        Right or the Ordinary Shares relating thereto, based in
                        each case on such factors as the Administrative
                        Committee, in its sole discretion, shall determine;


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                                                                          Page 6

                (vi)    to determine whether and under what circumstances an
                        Option may be settled in cash under subsection 9(e)
                        below instead of Ordinary Shares;

                (vii)   to reduce the exercise price of any Option to the then
                        current Fair Market Value if the Fair Market Value of
                        the Ordinary Shares covered by such Option has declined
                        since the date the Option was granted;

                (viii)  to initiate an Option Exchange Program;

                (ix)    to prescribe, amend and rescind rules and regulations
                        relating to the Plan, including rules and regulations
                        relating to sub-plans established for the purpose of
                        qualifying for preferred tax treatment under foreign tax
                        law;

                (x)     to allow Optionees to satisfy withholding tax
                        obligations by electing to have the Company withhold
                        from the Shares to be issued upon exercise of an Option
                        or Stock Purchase Right that number of Shares having a
                        Fair Market Value equal to the amount required to be
                        withheld. The Fair Market Value of the Shares to be
                        withheld shall be determined on the date that the amount
                        of tax to be withheld is to be determined. All elections
                        by Optionees to have Shares withheld for this purpose
                        shall be made in such form and under such conditions as
                        the Administrative Committee may deem necessary or
                        advisable; and

                (xi)    to construe and interpret the terms of the Plan and
                        awards granted pursuant to the Plan.

        (c)     Effect of Administrative Committee's Decision

                All decisions, determinations and interpretations of the
                Administrative Committee pursuant to the provisions of the Plan
                shall be final conclusive and binding on all Optionees.

5.      Eligibility

        (a)     Stock Purchase Rights may be granted to Service Providers.


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        (b)     Neither the Plan nor any Option or Stock Purchase Right shall
                confer upon any Optionee any right with respect to continuing
                the Optionee's relationship as a Service Provider with the
                Company, nor shall it interfere in any way with his or her right
                or the Company's right to terminate such relationship at any
                time, with or without cause.

6.      Term of Plan

        The Plan shall become effective upon its adoption by the Board. It shall
        continue in effect for a term of five (5) years unless sooner terminated
        under Section 14 below.

7.      Term of Option

        The term of each Option shall be stated in the Option Agreement;
        provided, however, that the term shall be no more than five (5) years
        from the date of grant thereof.

8.      Option Exercise Price and Consideration

        (a)     The per share exercise price for the Shares to be issued upon
                exercise of an Option shall be such price as is determined by
                the Administrative Committee.

        (b)     The consideration to be paid for the Shares to be issued upon
                exercise of an Option, including the method of payment, shall be
                determined by the Administrative Committee. Such consideration
                may consist of:

                (i)     cash,

                (ii)    check payable to the order of the Company,

                (iii)   promissory note,

                (iv)    other Shares which (x) in the case of Shares acquired
                        upon exercise of an Option, have been owned by the
                        Optionee for more than six (6) months on the date of
                        surrender, and (y) have a Fair Market Value on the date
                        of surrender equal to the aggregate exercise price of
                        the Shares as to which such Option shall be exercised,


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                                                                          Page 8

                (v)     consideration received by the Company under a cashless
                        exercise program implemented by the Company in
                        connection with the Plan, or

                (vi)    any combination of the foregoing methods of payment.

        In making its determination as to the type of consideration to accept,
        the Administrative Committee shall consider if acceptance of such
        consideration may be reasonably expected to benefit the Company.

9.      Exercise of Option

        (a)     Procedure for Exercise; Rights as a Shareholder

                Any Option granted hereunder shall be exercisable according to
                the terms hereof at such times and under such conditions as
                determined by the Administrative Committee and set forth in the
                Option Agreement. Except in the case of Options granted to
                Independent Directors and Consultants, Options shall become
                exercisable at a rate of no less than twenty percent (20%) per
                year over five (5) years from the date the Options are granted.
                Unless the Administrative Committee provides otherwise, vesting
                of Options granted hereunder to Directors shall be tolled during
                any unpaid leave of absence. An Option may not be exercised for
                a fraction of a Share.

                An Option shall be deemed exercised when the Company receives:

                (i)     written or electronic notice of exercise (in accordance
                        with the Option Agreement) from the person entitled to
                        exercise the Option, and

                (ii)    full payment for the Shares with respect to which the
                        Option is exercised.

                Full payment may consist of any consideration and method of
                payment authorised by the Administrative Committee and permitted
                by the Option Agreement and the Plan. Shares issued upon
                exercise of an Option shall be issued in the name of the
                Optionee or, if requested by the Optionee, in the name of the
                Optionee and his or her spouse. Until the Shares are issued (as
                evidenced by the appropriate entry on the books of the Company
                or of a duly authorised transfer agent of the Company), no right
                to vote or receive dividends or any other rights as a
                shareholder shall exist with respect to the Shares,
                notwithstanding the exercise of the Option. The Company shall



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                                                                          Page 9

                issue (or cause to be issued) such Shares promptly after the
                Option is exercised. No adjustment will be made for a dividend
                or other right for which the record date is prior to the date
                the Shares are issued, except as provided in Section 12 below.

                Exercise of an Option in any manner shall result in a decrease
                in the number of Shares thereafter available, both for purposes
                of the Plan and for sale under the Option, by the number of
                Shares as to which the Option is exercised.

        (b)     Termination of Relationship as Service Provider

                If an Optionee ceases to be a Service Provider, such Optionee
                may exercise his or her Option within such period of time as is
                specified in the Option Agreement (of at least thirty (30) days)
                to the extent that the Option is vested on the date of
                termination (but in no event later than the expiration of the
                term of the Option as set forth in the Option Agreement). In the
                absence of a specified time in the Option Agreement, the Option
                shall remain exercisable for three (3) months following the
                Optionee's termination. If, on the date of termination, the
                Optionee is not vested as to his or her entire Option, the
                Shares covered by the unvested portion of the Option shall
                revert to the Plan. If, after termination, the Optionee does not
                exercise his or her Option within the time specified by the
                Administrative Committee, the Option shall terminate, and the
                Shares covered by such Option shall revert to the Plan.

        (c)     Disability of Optionee

                If an Optionee ceases to be a Service Provider as a result of
                the Optionee's Disability, the Optionee may exercise his or her
                Option within such period of time as is specified in the Option
                Agreement (of at least six (6) months) to the extent the Option
                is vested on the date of termination (but in no event later than
                the expiration of the term of such Option as set forth in the
                Option Agreement). In the absence of a specified time in the
                Option Agreement, the Option shall remain exercisable for twelve
                (12) months following the Optionee's termination. If, on the
                date of termination, the Optionee is not vested as to his or her
                entire Option, the Shares covered by the unvested portion of the
                Option shall revert to the Plan. If, after termination, the
                Optionee does not exercise his or her Option within the time
                specified herein, the Option shall terminate, and the Shares
                covered by such Option shall revert to the Plan.




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        (d)     Death of Optionee

                If an Optionee dies while being a Service Provider, the Option
                may be exercised within such period of time as is specified in
                the Option Agreement (of at least six (6) months) to the extent
                that the Option is vested on the date of death (but in no event
                later than the expiration of the term of such Option as set
                forth in the Option Agreement) by the Optionee's estate or by a
                person who acquires the right to exercise the Option by bequest
                or inheritance. In the absence of a specified time in the Option
                Agreement, the Option shall remain exercisable for twelve (12)
                months following the Optionee's termination. If, at the time of
                death, the Optionee is not vested as to the entire Option, the
                Shares covered by the unvested portion of the Option shall
                immediately revert to the Plan. If the Option is not so
                exercised within the time specified herein, the Option shall
                terminate, and the Shares covered by such Option shall revert to
                the Plan.

        (e)     Buyout Provisions

                The Administrative Committee may at any time offer to buy out an
                Option previously granted for a payment in cash or Shares, based
                on such terms and conditions as the Administrative Committee
                shall establish and communicate to the Optionee at the time that
                such offer is made.

10.     Non-Transferability of Options and Stock Purchase Rights

        The Option and Stock Purchase Rights may not be sold, pledged, assigned,
        hypothecated, transferred, or disposed of in any manner other than by
        will or by the laws of succession and may be exercised, during the
        lifetime of the Optionee, only by the Optionee.

11.     Stock Purchase Rights

        (a)     Rights to Purchase

                Stock Purchase Rights may be issued either alone, in addition
                to, or in tandem with other awards granted under the Plan and/or
                cash awards made outside of the Plan. After the Administrative
                Committee determines that it will offer Stock Purchase Rights
                under the Plan, it shall advise the offeree in writing or
                electronically of the terms, conditions and restrictions related
                to the offer, including the number of Shares that such person
                shall be entitled to purchase, the price to be paid, and the
                time within which such person must accept such offer.




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                                                                         Page 11

        (b)     Repurchase Option

                Unless the Administrative Committee determines otherwise, the
                Restricted Stock purchase agreement shall grant the Company a
                repurchase option exercisable upon the voluntary or involuntary
                termination of the purchaser's service with the Company for any
                reason (including death or disability). The purchase price for
                Shares repurchased pursuant to the Restricted Stock purchase
                agreement shall be the original price paid by the purchaser and
                may be paid by cancellation of any indebtedness of the purchaser
                to the Company. The repurchase option shall lapse at such rate
                as the Administrative Committee may determine. Except with
                respect to Shares purchased Independent Directors and
                Consultants, the repurchase option shall in no case lapse at a
                rate of less than 20% per year over five (5) years from the date
                of purchase.

        (c)     Other Provisions

                The Restricted Stock purchase agreement shall contain such other
                terms, provisions and conditions not inconsistent with the Plan
                as may be determined by the Administrative Committee in its sole
                discretion.

        (d)     Rights as a Shareholder

                Once the Stock Purchase Right is exercised, the purchaser shall
                have rights equivalent to those of a shareholder and shall be a
                shareholder when his or her purchase is entered upon the records
                of the duly authorised transfer agent of the Company. No
                adjustment shall be made for a dividend or other right for which
                the record date is prior to the date the Stock Purchase Right is
                exercised, except as provided in Section 12 below.

12.     Adjustments Upon Changes in Capitalization, Merger or Asset Sale

        (a)     (i) Changes in Capitalization

                Subject to any required action by the shareholders of the
                Company, the number of shares of Ordinary Shares covered by each
                outstanding Option or Stock Purchase Right, and the number of
                shares of Ordinary Shares which have been authorised for



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                issuance under the Plan but as to which no Options or Stock
                Purchase Rights have yet been granted or which have been
                returned to the Plan upon cancellation or expiration of an
                Option or Stock Purchase Right, as well as the price per share
                of Ordinary Shares covered by each such outstanding Option or
                Stock Purchase Right, shall be proportionately adjusted for any
                increase or decrease in the number of issued shares of Ordinary
                Shares resulting from a reclassification of the Ordinary Shares,
                or any other increase or decrease in the number of issued shares
                of Ordinary Shares effected without receipt of consideration by
                the Company. The conversion of any convertible securities of the
                Company shall not be deemed to have been "effected without
                receipt of consideration". Such adjustment shall be made by the
                Board, whose determination in that respect shall be final,
                binding and conclusive. Except as expressly provided herein, no
                issuance 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 Ordinary Shares
                subject to an Option or Stock Purchase Right.

                (ii)    Adjustments for Stock Split, Stock Dividend, Etc.

                For avoidance of doubt, it is further stated if the Company
                shall at any time increase or decrease the number of its
                outstanding Shares of Ordinary Shares, or change in any way the
                rights and privileges of such Shares by means of the payment of
                a stock dividend or any other distribution upon such Shares, or
                through a stock split, subdivision, consolidation, combination,
                reclassification or recapitalization involving the stock, then
                in relation to the Ordinary Shares that is affected by one or
                more of the above events, the numbers, rights and privileges of
                the following shall be increased, decreased or changed in like
                manner as if such Shares had been issued and outstanding, fully
                paid and nonassessable at the time of such occurrence: (I) the
                number of shares of Ordinary Shares as to which Options may be
                granted under the Plan: and (ii) the Shares included in each
                outstanding Option granted hereunder.

        (b)     Dissolution or Liquidation

                In the event of the proposed dissolution or liquidation of the
                Company, the Administrative Committee shall notify each Optionee
                as soon as practicable prior to the effective date of such
                proposed transaction. The Administrative Committee in its
                discretion may provide for an Optionee to have the right to
                exercise his or her Option or Stock Purchase Right until fifteen
                (15) days prior to such transaction as to all of the Optioned
                Stock covered thereby, including Shares as to which the Option
                or Stock Purchase Right would not otherwise be exercisable. In
                addition, the Administrative Committee may provide that any



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                Company repurchase option applicable to any Shares purchased
                upon exercise of any Option or Stock Purchase Right shall lapse
                as to all such Shares, provided the proposed dissolution or
                liquidation takes place at the time and in the manner
                contemplated. To the extent it has not been previously
                exercised, an Option or Stock Purchase Right will terminate
                immediately prior to the consummation of such proposed action.

        (c)     Merger or Asset Sale

                In the event of a merger of the Company with or into another
                corporation, or the sale of substantially all of the assets of
                the Company, each outstanding Option and Stock Purchase Right
                shall be assumed or an equivalent option or right substituted by
                the successor corporation or Parent or Subsidiary of the
                successor corporation. In the event that the successor
                corporation refuses to assume or substitute for the Option or
                Stock Purchase Right, the Optionee shall fully vest in and have
                the right to exercise the Option or Stock Purchase Right as to
                all of the Optioned Stock, including Shares as to which it would
                not otherwise be vested or exercisable. If an Option or Stock
                Purchase Right becomes fully vested and exercisable in lieu of
                assumption or substitution in the event of a merger or sale of
                assets, the Administrative Committee shall notify the Optionee
                in writing or electronically that the Option or Stock Purchase
                Right shall be fully exercisable for a period of fifteen (15)
                days from the date of such notice, and the Option or Stock
                Purchase Right shall terminate upon the expiration of such
                period. For the purposes of this paragraph, the Option or Stock
                Purchase Right shall be considered assumed if, following the
                merger or sale of assets, the option or right confers the right
                to purchase or receive, for each Share of Optioned Stock subject
                to the Option or Stock Purchase Right immediately prior to the
                merger of sale of assets, the consideration (whether stock,
                cash, or other securities or property) received in the merger or
                sale of assets by holders of Ordinary Shares for each Share held
                on the effective date of the transaction (and if holders were
                offered a choice of consideration, the type of consideration
                chosen by the holders of a majority of the outstanding Shares);
                provided, however, that if such consideration received in the
                merger or sale of assets is not solely common stock of the
                successor corporation or its Parent, the Administrative
                Committee may, with the consent of the successor corporation,
                provide for the consideration to be received upon the exercise



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                                                                         Page 14

                of the Option or Stock Purchase Right, for each Share of
                Optioned Stock subject to the Option or Stock Purchase right, to
                be solely common stock of the successor corporation or its
                Parent equal in fair market value to the per share consideration
                received by holders of Ordinary Shares in the merger or sale of
                assets.

        (d)     General Adjustment Rules

                If any adjustment or substitution provided for in this Section
                12 shall result in the creation of a fractional Share under any
                Option, the Company shall, in lieu of issuing such fractional
                Share, pay to the Optionee a cash sum in the amount equal to the
                product of such fraction multiplied by the Fair Market Value of
                a Share on the date the fractional Share otherwise would have
                been issued.

        (e)     Determination by Incentive Plan Committee

                Adjustments under this Section 12 shall be made by the
                Administrative Committee whose determinations with regard
                thereto shall be final and binding upon all parties.

13.     Time of Granting Options and Stock Purchase Rights

        The date of grant of an Option or Stock Purchase Right shall, for all
        purposes, be the date on which the Administrative Committee makes the
        determination granting such Option or Stock Purchase Right, or such
        other date as is determined by the Administrative Committee. Notice of
        the determination shall be given to each Service Provider to whom an
        Option or Stock Purchase Right is so granted within a reasonable time
        after the date of such grant.

14.     Amendment and Termination of the Plan

        (a)     Amendment and Termination

                The Board may at any time amend, alter, suspend or terminate the
                Plan.

        (b)     Shareholder Approval

                The Board shall obtain shareholder approval of any Plan
                amendment to the extent necessary and desirable to comply with
                Applicable Laws.

        (c)     Effect of Amendment or Termination


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                                                                         Page 15

                No amendment, alternation, suspension or termination of the Plan
                shall impair the rights of any Optionee, unless mutually agreed
                otherwise in meeting between the Optionee and the Administrative
                Committee. Termination of the Plan shall not affect the
                Administrative Committee's ability to exercise the powers
                granted to it hereunder with respect to Options granted under
                the Plan prior to the date of such termination.

15.     Conditions Upon Issuance of Shares

        (a)     Legal Compliance

                Shares shall not be issued pursuant to the exercise of an Option
                unless the exercise of such Option and the issuance and delivery
                of such Shares shall comply with Applicable Laws and shall be
                further subject to the approval of counsel for the Company with
                respect to such compliance.

        (b)     The payment of cash pursuant to the Plan shall be subject to all
                Applicable laws, rules and regulations.

        (c)     Investment Representations

                As a condition to the exercise of an Option, the Administrative
                Committee 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.

16.     Inability to Obtain Authority

        The inability of the Company to obtain authority from any regulatory
        body having jurisdiction shall relieve the Company of any liability in
        respect of the failure to issue or sell such Shares as to which such
        requisite authority shall not have been obtained.

17.     General Reservations

        (a)     The Company may require any person to whom an Option is granted,
                as a condition of exercising such Option or receiving Shares
                pursuant to the Plan, to give written assurances, in the
                substance and form satisfactory to the Company and its counsel,
                to the effect that such person is acquiring the Shares subject
                to the Option for his own account for investment and not with



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                any present intention of selling or otherwise distributing the
                same, and to such other effects as the Company deems necessary
                or appropriate in order to comply with applicable securities
                laws.

        (b)     The Administrative Committee may provide that Shares issuable
                upon the exercise of an Option shall, under certain conditions,
                be subject to restrictions whereby the Company has a right of
                first refusal with respect to such shares, which restrictions
                may survive an Optionee's term of employment with the Company.

18.     Shareholder Approval

        The Plan shall be subject to approval by the shareholders of the Company
        within twelve (12) months after the date the Plan is adopted. Such
        shareholder approval shall be obtained in the degree and manner required
        under Applicable Laws.

19.     Information to Optionees and Purchasers

        The Company shall provide to each Optionee and to each individual who
        acquires Shares pursuant to the Plan, not less frequently than annually
        during the period such Optionee or purchaser has one or more Options or
        Stock Purchase Rights outstanding, and, in the case of an individual who
        acquires Shares pursuant to the plan, during the period such individual
        owns such Shares, copies of annual financial statements. The Company
        shall not be required to provide such statements to key employees whose
        duties in connection with the Company assure their access to equivalent
        information.

20.     Withholding

        The Company's obligations to deliver Shares upon the exercise of an
        Option or Stock Purchase Right shall be subject to the Optionee's
        satisfaction of all applicable federal, state and local income and other
        tax withholding requirements of applicable jurisdiction.

        At the time an Option is exercised by the Optionee, the Administrative
        Committee in its sole discretion, may permit the Optionee to pay all
        such amounts of tax withholding, or any part thereof, by transferring to
        the Company, or directing the Company to withhold from Shares otherwise
        issuable to such Optionee, Shares having a value equal Administrative
        Committee at such time. The value of Shares to be withheld shall be
        based on the Fair Market Value of the Administrative Committee on the
        date that the amount of tax to be withheld is to be determined.


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21.     Nonexclusivity of the Plan

        Neither the adoption of the Plan by the Board nor the submission of the
        Plan to stockholders of the Company for approval shall be construed as
        creating any limitations on the power or authority of the Board to adopt
        such other or additional incentive or other compensation arrangements of
        whatever nature as the Board may deem necessary or desirable or preclude
        or limit the continuation of any other plan, practice or arrangement for
        the payment of compensation or fringe benefits to the payment of
        compensation or fringe benefits to employees generally, or to any class
        or group of employees, which the Company or any Parent or Subsidiary now
        has lawfully put into effect, including, without limitation, any
        retirement, pension, savings and stock purchase plan, insurance, death
        and disability benefits and executive short-term incentive plans.

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