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                                  EXHIBIT 10.9
                     STRATOS LIGHTWAVE, INC. 2000 STOCK PLAN

        1.     PREAMBLE.

        Stratos Lightwave, Inc., a Delaware corporation (the "Company"), hereby
establishes the Stratos Lightwave, Inc. 2000 Stock Plan (the "Plan") as a means
whereby the Company may, through awards of (i) incentive stock options ("ISOs")
within the meaning of section 422 of the Code, (ii) non-qualified stock options
("NSOs"), (iii) stock appreciation rights ("SARs"), and (iv) restricted stock
("Restricted Stock"):

               (a)  provide selected officers, directors and employees with
                    additional incentive to promote the success of the Company's
                    business;

               (b)  encourage such persons to remain in the service of the
                    Company; and

               (c)  enable such persons to acquire proprietary interests in the
                    Company.

        The provisions of this Plan do not apply to or affect any option, stock,
stock appreciation right or restricted stock hereafter granted under any other
stock plan of the Company, and all such options, stock, stock appreciation
rights or restricted stock shall be governed by and subject to the applicable
provisions of the plan under which they will be granted.

        2.     DEFINITIONS AND RULES OF CONSTRUCTION.

               2.01 "Affiliate" means any entity during any period that, in the
opinion of the Committee, the Company has a significant economic interest in the
entity.

               2.02 "Award" means the grant of Options, SARs and/or Restricted
Stock to a Participant.

               2.03 "Award Date" means the date upon which an Option, SAR or
Restricted Stock is awarded to a Participant under the Plan.

               2.04 "Board" or "Board of Directors" means the board of directors
of the Company.

               2.05 "Cause" shall mean any willful misconduct by the Participant
which affects the business reputation of the Company or willful failure by the
Participant to perform his or her material responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company or any Affiliate or
Subsidiary). The Participant shall be considered to have been discharged for
"Cause" if the Company determines, within 30 days after the Participant's
resignation, that discharge for Cause was warranted.


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               2.06 "Change of Control" shall be deemed to have occurred on the
first to occur of any of the following:

                (i)     any "person" (as such term is used in Section 13(d) and
                        14(d)(2) of the Securities Exchange Act of 1934), other
                        than any Subsidiary or any employee benefit plan of the
                        Company or a Subsidiary or former Subsidiary, is or
                        becomes a beneficial owner, directly or indirectly, of
                        stock of the Company representing 25% or more of the
                        total voting power of the Company's then outstanding
                        stock;

                (ii)    a tender offer (for which a filing has been made with
                        the SEC which purports to comply with the requirements
                        of Section 14(d) of the Securities Exchange Act of 1934
                        and the corresponding SEC rules) is made for the stock
                        of the Company. In case of a tender offer described in
                        this paragraph (ii), the "Change of Control" will be
                        deemed to have occurred upon the first to occur of (A)
                        any time during the offer when the person (using the
                        definition in (i) above) making the offer owns or has
                        accepted for payment stock of the Company with 25% or
                        more of the total voting power of the Company's
                        outstanding stock or (B) three business days before the
                        offer is to terminate unless the offer is withdrawn
                        first, if the person making the offer could own, by the
                        terms of the offer plus any shares owned by this person,
                        stock with 50% or more of the total voting power of the
                        Company's outstanding stock when the offer terminates;
                        or

                (iii)   individuals who were the Board's nominees for election
                        as directors of the Company immediately prior to a
                        meeting of the shareholders of the Company involving a
                        contest for the election of directors shall not
                        constitute a majority of the Board following the
                        election.

               2.07 "Code" means the Internal Revenue Code of 1986, as amended
from time to time or any successor thereto.

               2.08 "Committee" means two or more directors elected by the Board
of Directors from time to time; provided, however, that in the absence of an
election by the Board, the Committee shall mean the Compensation Committee of
the Board of Directors.

               2.09 "Common Stock" means the Common Stock of the Company, par
value $.01 per share.

               2.10 "Company" means Stratos Lightwave, Inc., a Delaware
corporation, and any successor thereto.

               2.11 "Exchange Act" shall mean the Securities Exchange Act of
1934, as it exists now or from time to time may hereafter be amended.


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               2.12   "Fair Market Value" means:

                (i)     for the date of the final prospectus for the Company's
                        initial public offering of its Common Stock, the initial
                        public offering price set forth in the final prospectus
                        for such offering; and

                (ii)    as of any other date, the closing price for the Common
                        Stock on that date, or if no sales occurred on that
                        date, the next trading day on which actual sales
                        occurred (as reported by the Nasdaq Stock Market System
                        or any securities exchange or automated quotation system
                        of a registered securities association on which the
                        Common Stock is then traded or quoted).

               2.13 "Good Reason" shall mean any of the following:

                (i)     any significant diminution in the Participant's title,
                        authority, or responsibilities from and after a Change
                        of Control;

                (ii)    any reduction in the base compensation payable to the
                        Participant from and after a Change of Control; or

                (iii)   the relocation after a Change of Control of the
                        Company's place of business at which the Participant is
                        principally located to a location that is greater than
                        50 miles from the site immediately prior to the Change
                        of Control.

               2.14 "ISO" means an incentive stock option within the meaning of
section 422 of the Code.

               2.15 "NSO" means a non-qualified stock option, which is not
intended to qualify as an incentive stock option under section 422 of the Code.

               2.16 "Option" means the right of a Participant, whether granted
as an ISO or an NSO, to purchase a specified number of shares of Common Stock,
subject to the terms and conditions of the Plan.

               2.17 "Option Price" means the price per share of Common Stock at
which an Option may be exercised.

               2.18 "Participant" means an individual to whom an Award has been
granted under the Plan.

               2.19 "Plan" means the Stratos Lightwave, Inc. 2000 Stock Plan, as
set forth herein and from time to time amended.

               2.20 "Restricted Stock" means the Common Stock awarded to a
Participant pursuant to Section 8 of this Plan.


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               2.21 "SAR" means a stock appreciation right issued to a
Participant pursuant to Section 9 of this Plan.

               2.22 "Subsidiary" means any entity during any period which the
Company owns or controls more than 50% of (i) the outstanding capital stock, or
(ii) the combined voting power of all classes of stock.

               2.23   Rules of Construction:

                      2.23.1 GOVERNING LAW AND VENUE. The construction and
        operation of this Plan are governed by the laws of the State of Illinois
        without regard to any conflicts or choice of law rules or principles
        that might otherwise refer construction or interpretation of this
        Agreement to the substantive law of another jurisdiction, and any
        litigation arising out of this Plan shall be brought in the Circuit
        Court of the State of Illinois or the United States District Court for
        the Eastern Division of the Northern District of Illinois.

                      2.23.2 UNDEFINED TERMS. Unless the context requires
        another meaning, any term not specifically defined in this Plan is used
        in the sense given to it by the Code.

                      2.23.3 HEADINGS. All headings in this Plan are for
        reference only and are not to be utilized in construing the Plan.

                      2.23.4 CONFORMITY WITH SECTION 422. Any ISOs issued under
        this Plan are intended to qualify as incentive stock options described
        in section 422 of the Code, and all provisions of the Plan relating to
        ISOs shall be construed in conformity with this intention. Any NSOs
        issued under this Plan are not intended to qualify as incentive stock
        options described in section 422 of the Code, and all provisions of the
        Plan relating to NSOs shall be construed in conformity with this
        intention.

                      2.23.5 GENDER. Unless clearly inappropriate, all nouns of
        whatever gender refer indifferently to persons or objects of any gender.

                      2.23.6 SINGULAR AND PLURAL. Unless clearly inappropriate,
        singular terms refer also to the plural and vice versa.

                      2.23.7 SEVERABILITY. If any provision of this Plan is
        determined to be illegal or invalid for any reason, the remaining
        provisions are to continue in full force and effect and to be construed
        and enforced as if the illegal or invalid provision did not exist,
        unless the continuance of the Plan in such circumstances is not
        consistent with its purposes.

        3.     STOCK SUBJECT TO THE PLAN.

        Subject to adjustment as provided in Section 12 hereof, the aggregate
number of shares of Common Stock for which Awards may be issued under this Plan
may not exceed 4,500,000 shares, and the aggregate number of shares of Common
Stock for which Restricted Stock Awards may be issued under this Plan may not
exceed 1,875,000 shares. Reserved shares may be either authorized but unissued
shares or treasury shares, in the Board's discretion. If any Award shall
terminate or


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expire, as to any number of shares of Common Stock, new Awards may thereafter be
awarded with respect to such shares. Notwithstanding the foregoing, the total
number of shares of Common Stock with respect to which Awards may be granted to
any Participant in any calendar year shall not exceed 1,600,000 shares (subject
to adjustment as provided in Section 12 hereof).

        4.     ADMINISTRATION.

        The Committee shall administer the Plan. All determinations of the
Committee are made by a majority vote of its members. The Committee's
determinations are final and binding on all Participants. In addition to any
other powers set forth in this Plan, the Committee has the following powers:

               (a)  to construe and interpret the Plan;

               (b)  to establish, amend and rescind appropriate rules and
                    regulations relating to the Plan;

               (c)  subject to the terms of the Plan, to select the individuals
                    who will receive Awards, the times when they will receive
                    them, the number of Options, Restricted Stock and/or SARs to
                    be subject to each Award, the Option Price, the vesting
                    schedule (including any performance targets to be achieved
                    in connection with the vesting of any Award), the expiration
                    date applicable to each Award and other terms, provisions
                    and restrictions of the Awards (which need not be identical)
                    and subject to Section 17 hereof, to amend or modify any of
                    the terms of outstanding Awards;

               (d)  to contest on behalf of the Company or Participants, at the
                    expense of the Company, any ruling or decision on any matter
                    relating to the Plan or to any Awards;

               (e)  generally, to administer the Plan, and to take all such
                    steps and make all such determinations in connection with
                    the Plan and the Awards granted thereunder as it may deem
                    necessary or advisable; and

               (f)  to determine the form in which tax withholding under Section
                    15 of this Plan will be made (I.E., cash, Common Stock or a
                    combination thereof).

        5.     ELIGIBLE PARTICIPANTS.

        Present and future directors, officers and employees of the Company or
any Subsidiary or Affiliate shall be eligible to participate in the Plan. The
Committee from time to time shall select those officers, directors and employees
of the Company and any Subsidiary or Affiliate of the Company who shall be
designated as Participants and shall designate in accordance with the terms of
the Plan the number, if any, of ISOs, NSOs, SARs and shares of Restricted Stock
or any combination thereof, to be awarded to each Participant.


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        6.     TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTIONS.

        Subject to the terms of the Plan, the Committee, in its discretion, may
award an NSO to any Participant. Each NSO shall be evidenced by an agreement, in
such form as is approved by the Committee, and except as otherwise provided by
the Committee in such agreement, each NSO shall be subject to the following
express terms and conditions, and to such other terms and conditions, not
inconsistent with the Plan, as the Committee may deem appropriate:

               6.01   OPTION PERIOD.  Each NSO will expire as of the earliest
of:

                    (i)  the date on which it is forfeited under the provisions
                         of Section 11.1;

                    (ii) 10 years from the Award Date;

                    (iii) in the case of a Participant who is an employee of the
                         Company, a Subsidiary or an Affiliate, three months
                         after the Participant's termination of employment with
                         the Company and its Subsidiaries and Affiliates for any
                         reason other than for Cause or death or total and
                         permanent disability;

                    (iv) in the case of a Participant who is a member of the
                         board of directors of the Company or a Subsidiary or
                         Affiliate, but not an employee of the Company, a
                         Subsidiary or an Affiliate, three months after the
                         Participant's retirement from the board for any reason
                         other than for Cause or death or total and permanent
                         disability or the sale, merger or consolidation, or
                         similar extraordinary transaction involving the
                         Company, Subsidiary or Affiliate, as the case may be;

                    (v)  immediately upon the Participant's termination of
                         employment with the Company and its Subsidiaries and
                         Affiliates or service on a board of directors of the
                         Company or a Subsidiary or Affiliate for Cause;

                    (vi) 12 months after the Participant's death or total and
                         permanent disability; or

                    (vii) any other date specified by the Committee when the NSO
                         is granted.

               6.02 OPTION PRICE. At the time granted, the Committee shall
determine the Option Price of any NSO, and in the absence of such determination,
the Option Price shall be 100 % of the Fair Market Value of the Common Stock
subject to the NSO on the Award Date.

               6.03 VESTING. Unless otherwise determined by the Committee and
set forth in the agreement evidencing an Award, NSO Awards shall vest in
accordance with Section 11.1.


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               6.04 OTHER OPTION PROVISIONS. The form of NSO authorized by the
Plan may contain such other provisions as the Committee may from time to time
determine.

        7.     TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

        Subject to the terms of the Plan, the Committee, in its discretion, may
award an ISO to any employee of the Company or a Subsidiary. Each ISO shall be
evidenced by an agreement, in such form as is approved by the Committee, and
except as otherwise provided by the Committee, each ISO shall be subject to the
following express terms and conditions and to such other terms and conditions,
not inconsistent with the Plan, as the Committee may deem appropriate:

               7.01 OPTION PERIOD. Each ISO will expire as of the earliest of:

                    (i)  the date on which it is forfeited under the provisions
                         of Section 11.1;

                    (ii) 10 years from the Award Date, except as set forth in
                         Section 7.02 below;

                    (iii) immediately upon the Participant's termination of
                         employment with the Company and its Subsidiaries for
                         Cause;

                    (iv) three months after the Participant's termination of
                         employment with the Company and its Subsidiaries for
                         any reason other than for Cause or death or total and
                         permanent disability;

                    (v)  12 months after the Participant's death or total and
                         permanent disability; or

                    (vi) any other date (within the limits of the Code)
                         specified by the Committee when the ISO is granted.

Notwithstanding the foregoing provisions granting discretion to the Committee to
determine the terms and conditions of ISOs, such terms and conditions shall meet
the requirements set forth in section 422 of the Code or any successor thereto.

               7.02 OPTION PRICE AND EXPIRATION. The Option Price of any ISO
shall be determined by the Committee at the time an ISO is granted, and shall be
no less than 100% of the Fair Market Value of the Common Stock subject to the
ISO on the Award Date; provided, however, that if an ISO is granted to a
Participant who, immediately before the grant of the ISO, beneficially owns
stock representing more than 10% of the total combined voting power of all
classes of stock of the Company or its parent or subsidiary corporations, the
Option Price shall be at least 110% of the Fair Market Value of the Common Stock
subject to the ISO on the Award Date and in such cases, the exercise period
specified in the Option agreement shall not exceed five years from the Award
Date.

               7.03 VESTING. Unless otherwise determined by the Committee and
set forth in the agreement evidencing an Award, ISO Awards shall vest in
accordance with Section 11.1.


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               7.04 OTHER OPTION PROVISIONS. The form of ISO authorized by the
Plan may contain such other provisions as the Committee may, from time to time,
determine; provided, however, that such other provisions may not be inconsistent
with any requirements imposed on incentive stock options under Code section 422
and the regulations thereunder.

        8.     TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

        Subject to the terms of the Plan, the Committee, in its discretion, may
award Restricted Stock to any Participant at no additional cost to the
Participant. Each Restricted Stock Award shall be evidenced by an agreement, in
such form as is approved by the Committee, and all shares of Common Stock
awarded to Participants under the Plan as Restricted Stock shall be subject to
the following express terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as the Committee shall deem
appropriate:

               (a)    RESTRICTED PERIOD. Shares of Restricted Stock awarded
                      under this Section 8 may not be sold, assigned,
                      transferred, pledged or otherwise encumbered before they
                      vest.

               (b)    VESTING. Unless otherwise determined by the Committee and
                      set forth in the agreement evidencing an Award, Restricted
                      Stock Awards under this Section 8 shall vest in accordance
                      with Section 11.2.

               (c)    CERTIFICATE LEGEND. Each certificate issued in respect of
                      shares of Restricted Stock awarded under this Section 8
                      shall be registered in the name of the Participant and
                      shall bear the following (or a similar) legend until such
                      shares have vested:

                             "The transferability of this certificate and the
                             shares of stock represented hereby are subject to
                             the terms and conditions (including forfeiture)
                             relating to Restricted Stock contained in Section 8
                             of the Stratos Lightwave, Inc. 2000 Stock Plan and
                             an Agreement entered into between the registered
                             owner and Stratos Lightwave, Inc. Copies of such
                             Plan and Agreement are on file at the principal
                             office of Stratos Lightwave, Inc."

        9.     TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

        The Committee may, in its discretion, grant an SAR to any Participant
under the Plan. Each SAR shall be evidenced by an agreement between the Company
and the Participant, and may relate to and be associated with all or any part of
a specific ISO or NSO. An SAR shall entitle the Participant to whom it is
granted the right, so long as such SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any then
exercisable portion of his SAR and, if applicable, the related ISO or NSO, in
whole or in part, and receive from the Company in exchange, without any payment
of cash (except for applicable employee withholding taxes), that number of
shares of Common Stock having an aggregate Fair Market Value on the date of
surrender equal to the product of (i) the excess of the Fair Market Value of a
share of Common Stock on the date of surrender over the Fair Market Value of the
Common Stock on the date the SARs were


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issued, or, if the SARs are related to an ISO or an NSO, the per share Option
Price under such ISO or NSO on the Award Date, and (ii) the number of shares of
Common Stock subject to such SAR, and, if applicable, the related ISO or NSO or
portion thereof which is surrendered.

        An SAR granted in conjunction with an ISO or NSO shall terminate on the
same date as the related ISO or NSO and shall be exercisable only if the Fair
Market Value of a share of Common Stock exceeds the Option Price for the related
ISO or NSO, and then shall be exercisable to the extent, and only to the extent,
that the related ISO or NSO is exercisable. The Committee may at the time of
granting any SAR add such additional conditions and limitations to the SAR as it
shall deem advisable, including, but not limited to, limitations on the period
or periods within which the SAR shall be exercisable and the maximum amount of
appreciation to be recognized with regard to such SAR. Any ISO or NSO or portion
thereof which is surrendered with an SAR shall no longer be exercisable. An SAR
that is not granted in conjunction with an ISO or NSO shall terminate on such
date as is specified by the Committee in the SAR agreement and shall vest in
accordance with Section 11.2. The Committee, in its sole discretion, may allow
the Company to settle all or part of the Company's obligation arising out of the
exercise of an SAR by the payment of cash equal to the aggregate Fair Market
Value of the shares of Common Stock which the Company would otherwise be
obligated to deliver.

        10. MANNER OF EXERCISE OF OPTIONS.

        To exercise an Option in whole or in part, a Participant (or, after his
death, his executor or administrator) must give written notice to the Committee
on a form acceptable to the Committee, stating the number of shares with respect
to which he intends to exercise the Option. The Company will issue the shares
with respect to which the Option is exercised upon payment in full of the Option
Price. The Committee may permit the Option Price to be paid in cash or shares of
Common Stock held by the Participant having an aggregate Fair Market Value, as
determined on the date of delivery, equal to the Option Price. The Committee may
also permit the Option Price to be paid by any other method permitted by law,
including by delivery to the Committee from the Participant of an election
directing the Company to withhold the number of shares of Common Stock from the
Common Stock otherwise due upon exercise of the Option having an aggregate Fair
Market Value on that date equal to the Option Price. If a Participant pays the
Option Price with shares of Common Stock which were received by the Participant
upon exercise of one or more ISOs, and such Common Stock has not been held by
the Participant for at least the greater of:

               (a)    two years from the date the ISOs were granted; or

               (b) one year after the transfer of the shares of Common Stock to
the Participant;

the use of the shares shall constitute a disqualifying disposition and the ISO
underlying the shares used to pay the Option Price shall no longer satisfy all
of the requirements of Code section 422.


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        11.    VESTING.

               11.1 OPTIONS. A Participant may not exercise an Option until it
has become vested. The portion of an Award of Options that is vested depends
upon the period that has elapsed since the Award Date. The following schedule
applies to any Award of Options under this Plan unless the Committee establishes
a different vesting schedule on the Award Date:

                  Number of Months
                  ----------------
                  Since Award Date          Vested Percentage
                  ----------------          -----------------

                fewer than 12 months              0.0%
                      12 months                  25.00%
                      15 months                  31.25%
                      18 months                  37.50%
                      21 months                  43.75%
                      24 months                  50.00%
                      27 months                  56.25%
                      30 months                  62.50%
                      33 months                  68.75%
                      36 months                  75.00%
                      39 months                  81.25%
                      42 months                  87.50%
                      45 months                  93.75%
                  48 months or more              100.00%

        Not withstanding the above schedule, unless otherwise determined by the
Committee and set forth in the agreement evidencing an Award, a Participant's
Awards shall become fully vested if a Participant's employment with the Company
and its Subsidiaries and Affiliates or service on the board of directors of the
Company, a Subsidiary or an Affiliate is terminated due to: (i) retirement on or
after his sixty-fifth birthday; (ii) retirement on or after his fifty-fifth
birthday with consent of the Company; (iii) retirement at any age on account of
total and permanent disability as determined by the Company; or (iv) death.
Unless the Committee otherwise provides in the applicable agreement evidencing
an Award or Section 11.3 applies, if a Participant's employment with or service
to the Company, a Subsidiary or an Affiliate terminates for any other reason,
any Awards that are not yet vested are immediately and automatically forfeited.

        A Participant's employment shall not be considered to be terminated
hereunder by reason of a transfer of his employment from the Company to a
Subsidiary or Affiliate, or vice versa, or a leave of absence approved by the
Participant's employer. A Participant's employment shall be considered to be
terminated hereunder if, as a result of a sale or other transaction, the
Participant's employer ceases to be a Subsidiary or Affiliate (and the
Participant's employer is or becomes an entity that is separate from the Company
and its Subsidiaries and Affiliates).

               11.2 RESTRICTED STOCK AND SARS. The Committee shall establish the
vesting schedule to apply to any Award of Restricted Stock or SAR that is not
associated with an ISO or


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NSO granted under the Plan to a Participant, and in the absence of such a
vesting schedule, such Award shall vest in accordance with Section 11.1.

               11.3 EFFECT OF "CHANGE OF CONTROL". Notwithstanding Sections 11.1
and 11.2 above, if within 12 months following a "Change of Control" the
employment of a Participant with the Company and its Subsidiaries and Affiliates
is terminated without Cause or the Participant resigns for Good Reason, any
Award issued to the Participant shall be fully vested, and in the case of an
Award other than a Restricted Stock Award, fully exercisable for 90 days
following the date on which the Participant's service with the Company and its
Subsidiaries and Affiliates is terminated, but not beyond the date the Award
would otherwise expire but for the Participant's termination of employment.

        12. ADJUSTMENTS TO REFLECT CHANGES IN CAPITAL STRUCTURE.

               12.01 ADJUSTMENTS. If there is any change in the corporate
structure or shares of the Company, the Committee may make any appropriate
adjustments, including, but limited to, such adjustments deemed necessary to
prevent accretion, or to protect against dilution, in the number and kind of
shares of Common Stock with respect to which Awards may be granted under this
Plan (including the maximum number of shares of Common Stock with respect to
which Awards may be granted under this Plan in the aggregate and individually to
any Participant during any calendar year as specified in Section 3) and, with
respect to outstanding Awards, in the number and kind of shares covered thereby
and in the applicable Option Price. For the purpose of this Section 12, a change
in the corporate structure or shares of the Company includes, without
limitation, any change resulting from a recapitalization, stock split, stock
dividend, consolidation, rights offering, separation, reorganization, or
liquidation (including a partial liquidation) and any transaction in which
shares of Common Stock are changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or another
corporation.

               12.02 CASHOUTS. In the event of an extraordinary dividend or
other distribution, merger, reorganization, consolidation, combination, sale of
assets, split up, exchange, or spin off, or other extraordinary corporate
transaction, the Committee may, in such manner and to such extent (if any) as it
deems appropriate and equitable make provision for a cash payment or for the
substitution or exchange of any or all outstanding Awards or the cash,
securities or property deliverable to the holder of any or all outstanding
Awards based upon the distribution or consideration payable to holders of Common
Stock upon or in respect of such event; provided, however, in each case, that
with respect to any ISO no such adjustment may be made that would cause the Plan
to violate section 422 of the Code (or any successor provision).

        13.    NONTRANSFERABILITY OF AWARDS.

        ISOs are not transferable, voluntarily or involuntarily, other than by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code. During a Participant's
lifetime, his ISOs may be exercised only by him. All other Awards (other than an
ISO) are transferable by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code. With
the approval of the Committee, a Participant may transfer an Award (other than
an ISO) for no consideration to or for the benefit of one or more Family Members
of the Participant subject to such limits as the Committee may establish, and
the


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transferee shall remain subject to all the terms and conditions applicable to
the Award prior to such transfer. The transfer of an Award pursuant to this
Section 13 shall include a transfer of the right set forth in Section 17 hereof
to consent to an amendment or revision of the Plan and, in the discretion of the
Committee, shall also include transfer of ancillary rights associated with the
Award. For purposes of this Section 13, "Family Members" mean with respect to a
Participant, any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Participant's household (other
than a tenant or employee), a trust in which these persons have more than 50% of
the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than 50% of the voting interests.

        14.    RIGHTS AS STOCKHOLDER.

        No Common Stock may be delivered upon the exercise of any Option until
full payment has been made. A Participant has no rights whatsoever as a
stockholder with respect to any shares covered by an Option until the date of
the issuance of a stock certificate for the shares.

        15.    WITHHOLDING TAX.

        The Committee may, in its discretion and subject to such rules as it may
adopt, permit or require a Participant to pay all or a portion of the federal,
state and local taxes, including FICA and Medicare withholding tax, arising in
connection with any Awards by (i) having the Company withhold shares of Common
Stock at the minium rate legally required, (ii) tendering back shares of Common
Stock received in connection with such Award or (iii) delivering other
previously acquired shares of Common Stock having a Fair Market Value
approximately equal to the amount to be withheld.

        16.    NO RIGHT TO EMPLOYMENT.

        Participation in the Plan will not give any Participant a right to be
retained as an employee or director of the Company or its parent or
Subsidiaries, or any right or claim to any benefit under the Plan, unless the
right or claim has specifically accrued under the Plan.

        17. AMENDMENT OF THE PLAN.

        The Board of Directors may from time to time amend or revise the terms
of this Plan in whole or in part and may, without limitation, adopt any
amendment deemed necessary; provided, however, that no change in any Award
previously granted to a Participant may be made that would impair the rights of
the Participant without the Participant's consent.

        18.    CONDITIONS UPON ISSUANCE OF SHARES.

        An Option shall not be exercisable and a share of Common Stock shall not
be issued pursuant to the exercise of an Option, and Restricted Stock shall not
be awarded until and unless the award of Restricted Stock, exercise of such
Option and the issuance and delivery of such share pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities


                                      -12-

<PAGE>

Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or national securities
association upon which the shares of Common Stock may then be listed or quoted,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

        As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for investment
and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

        19. SUBSTITUTION OR ASSUMPTION OF AWARDS BY THE COMPANY.

        The Company, from time to time, also may substitute or assume
outstanding awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either (a) granting an Award
under the Plan in substitution of such other company's award, or (b) assuming
such award as if it had been granted under the Plan if the terms of such assumed
award could be applied to an Award granted under the Plan. Such substitution or
assumption shall be permissible if the holder of the substituted or assumed
award would have been eligible to be granted an Award under the Plan if the
other company had applied the rules of the Plan to such grant. In the event the
Company assumes an award granted by another company, the terms and conditions of
such award shall remain unchanged (except that the exercise price and the number
and nature of Shares issuable upon exercise of any such option will be adjusted
appropriately pursuant to section 424(a) of the Code). In the event the Company
elects to grant a new Award rather than assuming an existing option, such new
Award may be granted with a similarly adjusted exercise price.

        20. EFFECTIVE DATE AND TERMINATION OF PLAN.

               20.01 EFFECTIVE DATE. This Plan is effective as of the date of
its adoption by the Board of Directors; provided, however, that no Award granted
hereunder shall be effective until the date the Company's initial underwritten
public offering of its common stock has been declared effective by the
Securities Exchange Commission (the "IPO Date"), and provided further, that any
Award granted before or as of the IPO Date shall be null and void unless
approved by the Committee on or before the IPO Date.

               20.02 TERMINATION OF THE PLAN. The Plan will terminate 10 years
after the date it is approved by the Board of Directors; provided, however, that
the Board of Directors may terminate the Plan at any time prior thereto with
respect to any shares that are not then subject to Awards. Termination of the
Plan will not affect the rights and obligations of any Participant with respect
to Awards granted before termination.


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