Exhibit 10.08

                               1999 INCENTIVE PLAN

                                       OF

                         OCEANEERING INTERNATIONAL, INC.

            1. PLAN. This 1999 Incentive Plan of Oceaneering International, Inc.
(the "Plan") was adopted by Oceaneering International, Inc. (the "Company") to
reward certain corporate officers and key employees of the Company and certain
independent consultants by enabling them to acquire shares of common stock of
the Company.

            2. OBJECTIVES. This Plan is designed to attract and retain key
employees of the Company and its Subsidiaries, to attract and retain qualified
directors of the Company, to attract and retain consultants and other
independent contractors, to encourage the sense of proprietorship of such
employees, directors and independent contractors and to stimulate the active
interest of such persons in the development and financial success of the Company
and its Subsidiaries. These objectives are to be accomplished by making Awards
under this Plan and thereby providing Participants with a proprietary interest
in the growth and performance of the Company and its Subsidiaries.

            3. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            "Annual Director Award Date" means the first business day of the
month next succeeding the date upon which the annual meeting of stockholders of
the Company is held in such year.

            "Authorized Officer" means the Chairman of the Board or the Chief
Executive Officer of the Company (or any other senior officer of the Company to
whom either of them shall delegate the authority to execute any Award
Agreement).

            "Award" means an Employee Award, a Director Award or an Independent
Contractor Award.

            "Award Agreement" means any Employee Award Agreement, Director Award
Agreement or Independent Contractor Award Agreement.

            "Board" means the Board of Directors of the Company.

            "Cash Award" means an award denominated in cash.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Committee" means the Compensation Committee of the Board or such
other committee of the Board as is designated by the Board to administer the
Plan.

            "Common Stock" means the Common Stock, par value $0.25 per share, of
the Company.

            "Company" means Oceaneering International, Inc., a Delaware
corporation.

            "Director" means an individual serving as a member of the Board.

            "Director Award" means the grant of a Director Option.
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            "Director Award Agreement" means a written agreement between the
Company and a Participant who is a Nonemployee Director setting forth the terms,
conditions and limitations applicable to a Director Award.

            "Dividend Equivalents" means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) that are payable to stockholders of record during the Restriction
Period on a like number of shares of Common Stock.

            "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an employee of the
Company or any of its Subsidiaries and actually becomes such an employee within
the following six months.

            "Employee Award" means the grant of any Option, SAR, Stock Award,
Cash Award or Performance Award, whether granted singly, in combination or in
tandem, to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.

            "Employee Award Agreement" means a written agreement between the
Company and a Participant who is an Employee setting forth the terms, conditions
and limitations applicable to an Employee Award.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

            "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales price per
share of Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, (ii)
if shares of Common Stock are not so listed but are quoted on the Nasdaq
National Market, the mean between the highest and lowest sales price per share
of Common Stock reported by the Nasdaq National Market on that date, or, if
there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (iii) if the Common Stock
is not so listed or quoted, the mean between the closing bid and asked price on
that date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by the
Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the
National Quotation Bureau Incorporated or (iv) if shares of Common Stock are not
publicly traded, the most recent value determined by an independent appraiser
appointed by the Company for such purpose.

            "Incentive Option" means an Option that is intended to comply with
the requirements set forth in Section 422 of the Code.

            "Independent Contractor" means a person providing services to the
Company or any of its Subsidiaries except an Employee or Nonemployee Director.

            "Independent Contractor Award" means the grant of any Nonqualified
Stock Option, SAR, Stock Award, Cash Award or Performance Award, whether granted
singly, in combination or in tandem, to a Participant who is an Independent
Contractor pursuant to such applicable terms, conditions and limitations as the
Committee may establish in order to fulfill the objectives of the Plan.

            "Independent Contractor Award Agreement" means a written agreement
between the Company and a Participant who is an Independent Contractor setting
forth the terms, conditions and limitations applicable to an Independent
Contractor Award.

            "Nonemployee Director" has the meaning set forth in paragraph 4(b)
hereof.
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            "Nonqualified Stock Option" means an Option that is not an Incentive
Option.

            "Option" means a right to purchase a specified number of shares of
Common Stock at a specified price.

            "Participant" means an Employee, Director or Independent Contractor
to whom an Award has been made under this Plan.

            "Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee or Independent Contractor, which Award is subject
to the attainment of one or more Performance Goals.

            "Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.

            "Restricted Stock" means any Common Stock that is restricted or
subject to forfeiture provisions.

            "Restriction Period" means a period of time beginning as of the date
upon which an Award of Restricted Stock is made pursuant to this Plan and ending
as of the date upon which the Common Stock subject to such Award is no longer
restricted or subject to forfeiture provisions.

            "SAR" means a right to receive a payment, in cash or Common Stock,
equal to the excess of the Fair Market Value or other specified valuation of a
specified number of shares of Common Stock on the date the right is exercised
over a specified strike price, in each case, as determined by the Committee.

            "Stock Award" means an award in the form of shares of Common Stock
or units denominated in shares of Common Stock.

            "Subsidiary" means (i) in the case of a corporation, any corporation
of which the Company directly or indirectly owns shares representing more than
50% of the combined voting power of the shares of all classes or series of
capital stock of such corporation which have the right to vote generally on
matters submitted to a vote of the stockholders of such corporation and (ii) in
the case of a partnership or other business entity not organized as a
corporation, any such business entity of which the Company directly or
indirectly owns more than 50% of the voting, capital or profits interests
(whether in the form of partnership interests, membership interests or
otherwise).

            4.    ELIGIBILITY.

            (a) EMPLOYEES. Key Employees eligible for Employee Awards under this
      Plan are those who hold positions of responsibility and whose performance,
      in the judgment of the Committee, can have a significant effect on the
      success of the Company and its Subsidiaries, including those individuals
      who are expected to become employees within six months.

            (b) DIRECTORS. Directors eligible for Director Awards under this
      Plan are those who are not employees of the Company or any of its
      Subsidiaries ("Nonemployee Directors").

            (c) INDEPENDENT CONTRACTORS. Independent Contractors eligible for
      Independent Contractor Awards under this Plan are those Independent
      Contractors providing services to, or who will provide services to, the
      Company or any of its Subsidiaries.

            5. COMMON STOCK AVAILABLE FOR AWARDS. Subject to the provisions of
paragraph 15 hereof, there shall be available for Awards under this Plan granted
wholly or partly in Common Stock (including rights or options that may be
exercised for or settled in Common Stock) an aggregate of 1,450,000 shares of
Common Stock. No more than 900,000 shares of Common Stock shall be available for
Incentive Options. No more than 550,000 shares of Common Stock shall be
available under this Plan for Awards other than Options or SARs. The number of
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shares of Common Stock that are the subject of Awards under this Plan, that are
forfeited or terminated, expire unexercised, are settled in cash in lieu of
Common Stock or in a manner such that all or some of the shares covered by an
Award are not issued to a Participant or are exchanged for Awards that do not
involve Common Stock, shall again immediately become available for Awards
hereunder. The Committee may from time to time adopt and observe such procedures
concerning the counting of shares against the Plan maximum as it may deem
appropriate. The Board and the appropriate officers of the Company shall from
time to time take whatever actions are necessary to file any required documents
with governmental authorities, stock exchanges and transaction reporting systems
to ensure that shares of Common Stock are available for issuance pursuant to
Awards.

            6.    ADMINISTRATION.

            (a) This Plan shall be administered by the Committee. Subject to the
      provisions hereof, the Committee shall have full and exclusive power and
      authority to administer this Plan and to take all actions that are
      specifically contemplated hereby or are necessary or appropriate in
      connection with the administration hereof. The Committee shall also have
      full and exclusive power to interpret this Plan and to adopt such rules,
      regulations and guidelines for carrying out this Plan as it may deem
      necessary or proper, all of which powers shall be exercised in the best
      interests of the Company and in keeping with the objectives of this Plan.
      The Committee may, in its discretion, provide for the extension of the
      exercisability of an Award, accelerate the vesting or exercisability of an
      Award, eliminate or make less restrictive any restrictions contained in an
      Award, waive any restriction or other provision of this Plan or an Award
      or otherwise amend or modify an Award in any manner that is (i) not
      adverse to the Participant to whom such Award was granted, (ii) consented
      to by such Participant or (iii) authorized by paragraph 15(c). The
      Committee may make an Award to an individual who it expects to become an
      employee of the Company or any of its Subsidiaries within the next six
      months, with such Award being subject to the individual's actually
      becoming an employee within such time period, and subject to such other
      terms and conditions as may be established by the Committee. The Committee
      may correct any defect or supply any omission or reconcile any
      inconsistency in this Plan or in any Award in the manner and to the extent
      the Committee deems necessary or desirable to further the Plan purposes.
      Any decision of the Committee in the interpretation and administration of
      this Plan shall lie within its sole and absolute discretion and shall be
      final, conclusive and binding on all parties concerned.

            (c) No member of the Committee or officer of the Company to whom the
      Committee has delegated authority in accordance with the provisions of
      paragraph 7 of this Plan shall be liable for anything done or omitted to
      be done by him or her, by any member of the Committee or by any officer of
      the Company in connection with the performance of any duties under this
      Plan, except for his or her own willful misconduct or as expressly
      provided by statute.

            7. DELEGATION OF AUTHORITY. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish.

            8.    EMPLOYEE AND INDEPENDENT CONTRACTOR AWARDS.

            (a) The Committee shall determine the type or types of Employee
      Awards to be made under this Plan and shall designate from time to time
      the Employees who are to be the recipients of such Awards. Each Employee
      Award may be embodied in an Employee Award Agreement, which shall contain
      such terms, conditions and limitations as shall be determined by the
      Committee in its sole discretion and shall be signed by the Participant to
      whom the Employee Award is made and by an Authorized Officer for and on
      behalf of the Company. Employee Awards may consist of those listed in this
      paragraph 8(a) hereof and may be granted singly, in combination or in
      tandem. Employee Awards may also be made in combination or in tandem with,
      in replacement of, or as alternatives to, grants or rights under this Plan
      or any other employee plan of the Company or any of its Subsidiaries,
      including the plan of any acquired entity; provided that, except as
      contemplated in paragraph 15, no Option may be issued in exchange for the
      cancellation of an Option with a higher exercise price nor may the
      exercise price of any Option be reduced.
<PAGE>
      All or part of an Employee Award may be subject to conditions established
      by the Committee, which may include, but are not limited to, continuous
      service with the Company and its Subsidiaries, achievement of specific
      business objectives, increases in specified indices, attainment of
      specified growth rates and other comparable measurements of performance.
      Upon the termination of employment by a Participant who is an Employee,
      any unexercised, deferred, unvested or unpaid Employee Awards shall be
      treated as set forth in the applicable Employee Award Agreement.

                  (i) STOCK OPTION. An Employee Award may be in the form of an
            Option. An Option awarded pursuant to this Plan may consist of an
            Incentive Option or a Nonqualified Option. The price at which shares
            of Common Stock may be purchased upon the exercise of an Option
            shall be not less than the Fair Market Value of the Common Stock on
            the date of grant. The term of an Option shall not exceed 5 years
            from the date of grant. Subject to the foregoing provisions, the
            terms, conditions and limitations applicable to any Options awarded
            pursuant to this Plan, including the term of any Options and the
            date or dates upon which they become exercisable, shall be
            determined by the Committee.

                  (ii) STOCK APPRECIATION RIGHT. An Employee Award may be in the
            form of an SAR. The terms, conditions and limitations applicable to
            any SARs awarded pursuant to this Plan, including the term of any
            SARs and the date or dates upon which they become exercisable, shall
            be determined by the Committee.

                  (iii) STOCK AWARD. An Employee Award may be in the form of a
            Stock Award. The terms, conditions and limitations applicable to any
            Stock Awards granted pursuant to this Plan shall be determined by
            the Committee.

                  (iv) CASH AWARD. An Employee Award may be in the form of a
            Cash Award. The terms, conditions and limitations applicable to any
            Cash Awards granted pursuant to this Plan shall be determined by the
            Committee.

                  (v) PERFORMANCE AWARD. Without limiting the type or number of
            Employee Awards that may be made under the other provisions of this
            Plan, an Employee Award may be in the form of a Performance Award. A
            Performance Award shall be paid, vested or otherwise deliverable
            solely on account of the attainment of one or more pre-established,
            objective Performance Goals established by the Committee prior to
            the earlier to occur of (x) 90 days after the commencement of the
            period of service to which the Performance Goal relates and (y) the
            lapse of 25% of the period of service (as scheduled in good faith at
            the time the goal is established), and in any event while the
            outcome is substantially uncertain. A Performance Goal is objective
            if a third party having knowledge of the relevant facts could
            determine whether the goal is met. Such a Performance Goal may be
            based on one or more business criteria that apply to the individual,
            one or more business units of the Company, or the Company as a
            whole, and may include one or more of the following: revenues,
            income from operations, net income, stock price, market share,
            earnings per share, return on equity, assets or invested capital,
            economic value added, market value added, decrease in costs or
            achievement of balance sheet, income statement or cash flow
            objectives. Unless otherwise stated, such a Performance Goal need
            not be based upon an increase or positive result under a particular
            business criterion and could include, for example, maintaining the
            status quo or limiting economic losses (measured, in each case, by
            reference to specific business criteria). In interpreting Plan
            provisions applicable to Performance Goals and Performance Awards,
            it is the intent of the Plan to conform with the standards of
            Section 162(m) of the Code and Treasury Regulation ss.
            1.162-27(e)(2)(i), and the Committee in establishing such goals and
            interpreting the Plan shall be guided by such provisions. Prior to
            the payment of any compensation based on the achievement of
            Performance Goals, the Committee must certify in writing that
            applicable Performance Goals and any of the material terms thereof
            were, in fact, satisfied. Subject to the foregoing provisions, the
            terms, conditions and limitations applicable to any Performance
            Awards made pursuant to this Plan shall be determined by the
<PAGE>
            Committee.

            (b) Notwithstanding anything to the contrary contained in this Plan,
      the following limitations shall apply to any Employee Awards made
      hereunder:

                  (i) no Participant may be granted, during any one-year period,
            Employee Awards consisting of Options or SARs that are exercisable
            for more than 300,000 shares of Common Stock;

                  (ii) no Participant may be granted, during any one-year
            period, Stock Awards covering or relating to more than 300,000
            shares of Common Stock (the limitation set forth in this clause
            (ii), together with the limitation set forth in clause (i) above,
            being hereinafter collectively referred to as the "Stock Based
            Awards Limitations"); and

                  (iii) no Participant may be granted Employee Awards consisting
            of cash or in any other form permitted under this Plan (other than
            Employee Awards consisting of Options or SARs or otherwise
            consisting of shares of Common Stock or units denominated in such
            shares) in respect of any one-year period having a value determined
            on the date of grant in excess of $3,000,000.

            (c) The Committee shall have the sole responsibility and authority
      to determine the type or types of Independent Contractor Awards to be made
      under this Plan and may make any such Awards as could be made to an
      Employee, other than Incentive Options; provided that the limitations
      described in paragraph 8(b) shall be inapplicable to Independent
      Contractor Awards.

            9. DIRECTOR AWARDS. Each Nonemployee Director of the Company shall
be granted Director Awards in accordance with this paragraph 9 and subject to
the applicable terms, conditions and limitations set forth in this Plan and the
applicable Director Award Agreement. Notwithstanding anything to the contrary
contained herein, Director Awards shall not be made in any year in which a
sufficient number of shares of Common Stock are not available to make such
Awards under this Plan.

            On or after the effective date of his or her first appointment or
election to the Board f Directors, a Nonemployee Director shall automatically be
granted a Director Option that provides for the purchase of 10,000 shares of
Common Stock. In addition, on each Annual Director Award Date, each Nonemployee
Director shall automatically be granted a Director Option that provides for the
purchase of 10,000 shares of Common Stock. Each Director Option shall have a
term of 5 years from the date of grant, notwithstanding any earlier termination
of the status of the holder as a Nonemployee Director. The purchase price of
each share of Common Stock subject to a Director Option shall be equal to the
Fair Market Value of the Common Stock on the date of grant. No Director Option
may be issued in exchange for the cancellation of a Director Option with a
higher exercise price, nor may the exercise price of any Director Option be
reduced. All Director Options shall become fully exercisable 6 months following
the date of grant. All Director Options that have not previously become
exercisable shall be forfeited if the Nonemployee Director resigns as a Director
without the consent of a majority of the other Directors.

            Any Award of Director Options shall be embodied in a Director Award
Agreement, which shall contain the terms, conditions and limitations set forth
above and shall be signed by the Participant to whom the Director Options are
granted and by an Authorized Officer for and on behalf of the Company.

            10. AWARD PAYMENT; DIVIDENDS; SUBSTITUTION.

            (a) GENERAL. Payment of Employee Awards or Independent Contractor
      Awards may be made in the form of cash or Common Stock, or a combination
      thereof, and may include such restrictions as the Committee shall
      determine, including, in the case of Common Stock, restrictions on
      transfer and forfeiture provisions. If payment of an Employee Award or
      Independent Contractor Award is made in the form of Restricted Stock, the
      applicable Award Agreement relating to such shares shall specify whether
<PAGE>
      they are to be issued at the beginning or end of the Restriction Period.
      In the event that shares of Restricted Stock are to be issued at the
      beginning of the Restriction Period, the certificates evidencing such
      shares (to the extent that such shares are so evidenced) shall contain
      appropriate legends and restrictions that describe the terms and
      conditions of the restrictions applicable thereto. In the event that
      shares of Restricted Stock are to be issued at the end of the Restricted
      Period, the right to receive such shares shall be evidenced by book entry
      registration or in such other manner as the Committee may determine.

            (b) DEFERRAL. With the approval of the Committee, amounts payable in
      respect of Awards may be deferred and paid either in the form of
      installments or as a lump-sum payment. The Committee may permit selected
      Participants to elect to defer payments of some or all types of Awards in
      accordance with procedures established by the Committee. Any deferred
      payment of an Award, whether elected by the Participant or specified by
      the Award Agreement or by the Committee, may be forfeited if and to the
      extent that the Award Agreement so provides.

            (c) DIVIDENDS AND INTEREST. Rights to dividends or Dividend
      Equivalents may be extended to and made part of any Employee Award or
      Independent Contractor Award consisting of shares of Common Stock or units
      denominated in shares of Common Stock, subject to such terms, conditions
      and restrictions as the Committee may establish. The Committee may also
      establish rules and procedures for the crediting of interest on deferred
      cash payments and Dividend Equivalents for Employee Awards or Independent
      Contractor Awards consisting of shares of Common Stock or units
      denominated in shares of Common Stock.

            (d) SUBSTITUTION OF AWARDS. At the discretion of the Committee, a
      Participant who is an Employee or Independent Contractor may be offered an
      election to substitute an Employee Award or Independent Contractor Award
      for another Employee Award or Independent Contractor Award or Employee
      Awards or Independent Contractor Awards of the same or different type.

            11. STOCK OPTION EXERCISE. The price at which shares of Common Stock
may be purchased under an Option shall be paid in full at the time of exercise
in cash or, if elected by the Participant, the Participant may purchase such
shares by means of tendering Common Stock or surrendering another Award,
including Restricted Stock, valued at Fair Market Value on the date of exercise,
or any combination thereof. The Committee shall determine acceptable methods for
Participants who are Employees or Independent Contractors to tender Common Stock
or other Employee Awards or Independent Contractor Awards; provided that any
Common Stock that is or was the subject of an Employee Award or Independent
Contractor Award may be so tendered only if it has been held by the Participant
for six months. The Committee may provide for procedures to permit the exercise
or purchase of such Awards by use of the proceeds to be received from the sale
of Common Stock issuable pursuant to an Employee Award or Independent Contractor
Award. Unless otherwise provided in the applicable Award Agreement, in the event
shares of Restricted Stock are tendered as consideration for the exercise of an
Option, a number of the shares issued upon the exercise of the Option, equal to
the number of shares of Restricted Stock used as consideration therefor, shall
be subject to the same restrictions as the Restricted Stock so submitted as well
as any additional restrictions that may be imposed by the Committee.

            12. TAXES. The Company shall have the right to deduct applicable
taxes from any Employee Award payment and withhold, at the time of delivery or
vesting of cash or shares of Common Stock under this Plan, an appropriate amount
of cash or number of shares of Common Stock or a combination thereof for payment
of taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for withholding of such taxes.
The Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the
Employee Award with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
The Committee may provide for loans, on either a short term or demand basis,
from the Company to a Participant who is an Employee or Independent Contractor
to permit the payment of taxes required by law.
<PAGE>
            13. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The Board
may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that (i) no amendment or alteration that would adversely affect
the rights of any Participant under any Award previously granted to such
Participant shall be made without the consent of such Participant and (ii) no
amendment or alteration shall be effective prior to its approval by the
stockholders of the Company to the extent stockholder approval is otherwise
required by applicable legal requirements.

            14. ASSIGNABILITY. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
shall be assignable or otherwise transferable. Any attempted assignment of an
Award or any other benefit under this Plan in violation of this paragraph 14
shall be null and void.

            15. ADJUSTMENTS.

            (a) The existence of outstanding Awards shall not affect in any
      manner the right or power of the Company or its stockholders to make or
      authorize any or all adjustments, recapitalizations, reorganizations or
      other changes in the capital stock of the Company or its business or any
      merger or consolidation of the Company, or any issue of bonds, debentures,
      preferred or prior preference stock (whether or not such issue is prior
      to, on a parity with or junior to the Common Stock) or the dissolution or
      liquidation of the Company, or any sale or transfer of all or any part of
      its assets or business, or any other corporate act or proceeding of any
      kind, whether or not of a character similar to that of the acts or
      proceedings enumerated above.
<PAGE>
            (b) In the event of any subdivision or consolidation of outstanding
      shares of Common Stock, declaration of a dividend payable in shares of
      Common Stock or other stock split, then (i) the number of shares of Common
      Stock reserved under this Plan, (ii) the number of shares of Common Stock
      covered by outstanding Awards in the form of Common Stock or units
      denominated in Common Stock, (iii) the exercise or other price in respect
      of such Awards, (iv) the appropriate Fair Market Value and other price
      determinations for such Awards, (v) the number of shares of Common Stock
      covered by Director Options automatically granted pursuant to paragraph
      9(a) hereof and (vi) the Stock Based Awards Limitations shall each be
      proportionately adjusted by the Board to reflect such transaction. In the
      event of any other recapitalization or capital reorganization of the
      Company, any consolidation or merger of the Company with another
      corporation or entity, the adoption by the Company of any plan of exchange
      affecting the Common Stock or any distribution to holders of Common Stock
      of securities or property (other than normal cash dividends or dividends
      payable in Common Stock), the Board shall make appropriate adjustments to
      (i) the number of shares of Common Stock covered by Awards in the form of
      Common Stock or units denominated in Common Stock, (ii) the exercise or
      other price in respect of such Awards, (iii) the appropriate Fair Market
      Value and other price determinations for such Awards, (iv) the number of
      shares of Common Stock covered by Director Options automatically granted
      pursuant to paragraph 9(a) hereof and (v) the Stock Based Awards
      Limitations to give effect to such transaction shall each be
      proportionately adjusted by the Board to reflect such transaction;
      provided that such adjustments shall only be such as are necessary to
      maintain the proportionate interest of the holders of the Awards and
      preserve, without exceeding, the value of such Awards. In the event of a
      corporate merger, consolidation, acquisition of property or stock,
      separation, reorganization or liquidation, the Board shall be authorized
      to issue or assume Awards by means of substitution of new Awards, as
      appropriate, for previously issued Awards or to assume previously issued
      Awards as part of such adjustment.

            (c) In the event of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, the Board may
make such adjustments to Awards or other provisions for the disposition of
Awards as it deems equitable, and shall be authorized, in its discretion, (i) to
provide for the substitution of a new Award or other arrangement (which, if
applicable, may be exercisable for such property or stock as the Board
determines) for an Award or the assumption of the Award, regardless of whether
in a transaction to which Section 424(a) of the Code applies, (ii) to provide,
prior to the transaction, for the acceleration of the vesting and exercisability
of, or lapse of restrictions with respect to, the Award and, if the transaction
is a cash merger, provide for the termination of any portion of the Award that
remains unexercised at the time of such transaction or (iii) to provide for the
acceleration of the vesting and exercisability of an Award and the cancellation
thereof in exchange for such payment as shall be mutually agreeable to the
Participant and the Board.

            16. RESTRICTIONS. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other require
ments of the Securities and Exchange Commission, any securities exchange or
transaction reporting system upon which the Common Stock is then listed or to
which it is admitted for quotation and any applicable federal or state
securities law. The Committee may cause a legend or legends to be placed upon
such certificates (if any) to make appropriate reference to such restrictions.

            17. UNFUNDED PLAN. Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Common Stock or rights thereto to be granted under this
Plan. Any liability or obligation of the Company to any Participant with respect
to an Award of cash, Common Stock or rights thereto under this Plan shall be
based solely upon any contractual obligations that may be created by this Plan
and any Award Agreement, and no such liability
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or obligation of the Company shall be deemed to be secured by any pledge or
other encumbrance on any property of the Company. Neither the Company nor the
Board nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

            18. GOVERNING LAW. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.

            19. EFFECTIVENESS. This Plan shall be effective as of June 18, 1999
(the "Effective Date"), the date on which it was approved by the Board of
Directors of the Company. Notwithstanding the foregoing, the adoption of this
Plan is expressly conditioned upon the approval by the holders of a majority of
shares of Common Stock present, or represented, and entitled to vote at a
meeting of the Company Stockholders held on or before December 31, 1999. If the
Stockholders of the Company should fail to so approve this Plan prior to such
date, this Plan shall terminate and cease to be of any further force or effect
and all grants of Awards hereunder shall be null and void.