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                                                                     Exhibit 4.2











                              THE TITAN CORPORATION
           2000 EMPLOYEE AND DIRECTOR STOCK OPTION AND INCENTIVE PLAN












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                                TABLE OF CONTENTS

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                                                                                                   PAGE
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1.    PURPOSE........................................................................................1
2.    DEFINITIONS....................................................................................1
3.    ADMINISTRATION OF THE PLAN.....................................................................5
      3.1.     Board.................................................................................5
      3.2.     Committee.............................................................................5
      3.3.     Awards................................................................................6
      3.4.     No Liability..........................................................................6
4.    STOCK SUBJECT TO THE PLAN......................................................................6
5.    EFFECTIVE DATE AND TERM OF THE PLAN............................................................7
      5.1.     Effective Date........................................................................7
      5.2.     Term..................................................................................7
6.    OPTION GRANTS..................................................................................7
      6.1.     Company or Subsidiary Employees; Service Providers; Other Persons.....................7
      6.2.     Successive Awards.....................................................................7
      6.3.     Reload Options........................................................................7
7.    LIMITATIONS ON GRANTS..........................................................................8
      7.1.     Limitation on Shares of Stock Subject to Awards and Cash Awards.......................8
      7.2.     Limitations on Incentive Stock Options................................................8
8.    AWARD AGREEMENT................................................................................8
9.    OPTION PRICE...................................................................................8
10.   VESTING, TERM AND EXERCISE OF OPTIONS..........................................................9
      10.1.    Vesting and Option Period.............................................................9
      10.2.    Term..................................................................................9
      10.3.    Acceleration..........................................................................9
      10.4.    Termination of Employment or Other Relationship.......................................10
      10.5.    Rights in the Event of Death..........................................................10
      10.6.    Rights in the Event of Disability.....................................................10
      10.7.    Limitations on Exercise of Option.....................................................11
      10.8.    Method of Exercise....................................................................11
      10.9.    Delivery of Stock Certificates........................................................12
11.   STOCK APPRECIATION RIGHTS......................................................................12
      11.1.    Right to Payment......................................................................12
      11.2.    Other Terms...........................................................................12
12.   TRANSFERABILITY OF OPTIONS.....................................................................12
      12.1.    Transferability of Options............................................................12
      12.2.    Family Transfers......................................................................13
13.   RESTRICTED STOCK...............................................................................13
      13.1.    Grant of Restricted Stock or Restricted Stock Units...................................13

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      13.2.    Restrictions..........................................................................13
      13.3.    Restricted Stock Certificates.........................................................14
      13.4.    Rights of Holders of Restricted Stock.................................................14
      13.5.    Rights of Holders of Restricted Stock Units...........................................14
      13.6.    Termination of Employment or Other Relationship.......................................14
      13.7.    Rights in the Event of Death..........................................................15
      13.8.    Rights in the Event of Disability.....................................................15
      13.9.    Delivery of Stock and Payment Therefor................................................15
14.   DEFERRED STOCK AWARDS..........................................................................16
      14.1.    Nature of Deferred Stock Awards.......................................................16
      14.2.    Election to Receive Deferred Stock Awards in Lieu of Compensation.....................16
      14.3.    Rights as a Stockholder...............................................................16
      14.4.    Restrictions..........................................................................16
      14.5.    Termination...........................................................................16
15.   UNRESTRICTED STOCK AWARDS......................................................................17
      15.1.    Grant or Sale of Unrestricted Stock...................................................17
16.   PERFORMANCE STOCK AWARDS.......................................................................17
      16.1.    Nature of Performance Stock Awards....................................................17
      16.2.    Rights as a Stockholder...............................................................17
      16.3.    Termination...........................................................................18
      16.4.    Acceleration, Waiver, Etc.............................................................18
17.   DIVIDEND EQUIVALENT RIGHTS.....................................................................18
      17.1.    Dividend Equivalent Rights............................................................18
      17.2.    Interest Equivalents..................................................................18
      17.3.    Termination...........................................................................19
18.   CERTAIN PROVISIONS APPLICABLE TO AWARDS........................................................19
      18.1.    Stand-Alone, Additional, Tandem, and Substitute Awards................................19
      18.2.    Term of Awards........................................................................19
      18.3.    Form and Timing of Payment Under Awards; Deferrals....................................20
      18.4.    Performance and Annual Incentive Awards...............................................20
               18.4.1.Performance Conditions.........................................................20
               18.4.2.Performance Awards Granted to Designated  Covered Employees....................20
               18.4.3.Annual Incentive Awards Granted to Designated Covered Employees................22
               18.4.4.Written Determinations.........................................................23
               18.4.5.Status of Section 18.4.3 and Section 18.4.2 Awards
                      Under Code Section 162(m)......................................................24
19.   PARACHUTE LIMITATIONS..........................................................................24
20.   REQUIREMENTS OF LAW............................................................................25
      20.1.    General...............................................................................25
      20.2.    Rule 16b-3............................................................................26
      20.3.    Limitation Following a Hardship Distribution..........................................26
21.   AMENDMENT AND TERMINATION OF THE PLAN..........................................................26

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22.   EFFECT OF CHANGES IN CAPITALIZATION............................................................27
      22.1.    Changes in Stock......................................................................27
      22.2.    Reorganization in Which the Company Is the Surviving Entity and in Which No
               Change in Control Occurs..............................................................27
      22.3.    Reorganization, Sale of Assets or Sale of Stock Which Involves a Change in
               Control...............................................................................27
      22.4.    Adjustments...........................................................................28
      22.5.    No Limitations on Company.............................................................28
23.   POOLING........................................................................................28
24.   DISCLAIMER OF RIGHTS...........................................................................29
25.   NONEXCLUSIVITY OF THE PLAN.....................................................................29
26.   WITHHOLDING TAXES..............................................................................29
27.   CAPTIONS.......................................................................................30
28.   OTHER PROVISIONS...............................................................................30
29.   NUMBER AND GENDER..............................................................................30
30.   SEVERABILITY...................................................................................30
31.   GOVERNING LAW..................................................................................30

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                              THE TITAN CORPORATION
           2000 EMPLOYEE AND DIRECTOR STOCK OPTION AND INCENTIVE PLAN


        The Titan Corporation, a Delaware corporation (the "Company"), sets
forth herein the terms of the Company's 2000 Stock Option and Incentive Plan
(the "Plan") as follows:

1.      PURPOSE

        The purpose of the Plan is to enhance the Company's ability to attract,
retain, and compensate highly qualified officers, key employees, and other
persons, and to motivate such officers, key employees, and other persons to
serve the Company and its affiliates (as defined herein) and to expend maximum
effort to improve the business results and earnings of the Company, by providing
to such officers, key employees and other persons an opportunity to acquire or
increase a direct proprietary interest in the operations and future success of
the Company and with other financial incentives. To this end, the Plan provides
for the grant of stock options, stock appreciation rights, restricted stock,
restricted stock units, deferred stock awards, unrestricted stock awards,
performance stock awards, dividend equivalent rights, performance awards and
annual incentive awards in accordance with the terms hereof. Stock options
granted under the Plan may be non-qualified stock options or incentive stock
options, as provided herein.

2.      DEFINITIONS

        For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

        2.1 "affiliate" of, or person "affiliated" with, a person means any
company or other trade or business that controls, is controlled by or is under
common control with such person within the meaning of Rule 405 of Regulation C
under the Securities Act.

        2.2 "Annual Incentive Award" means a conditional right granted to a
Grantee under SECTION 18.4.3 hereof to receive a cash payment, Stock or other
Award, unless otherwise determined by the Committee, after the end of a
specified fiscal year.

        2.3 "Award" means a grant of an Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Deferred Stock, Unrestricted Stock,
Performance Stock, Dividend Equivalent Rights, Performance or Annual Incentive
Awards under the Plan.


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        2.4 "Award Agreement" means the stock option agreement, stock
appreciation rights agreement, restricted stock agreement, restricted stock unit
agreement, deferred stock award agreement, unrestricted stock award agreement,
performance stock award agreement, dividend equivalent rights agreement,
performance award agreement, annual incentive award agreement or other written
agreement between the Company and a Grantee that evidences and sets out the
terms and conditions of an Award.

        2.5 "Benefit Arrangement" shall have the meaning set forth in SECTION 19
hereof.

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

        2.7 "Change in Control" means a merger, consolidation, or reorganization
of the Company with one or more other entities in which the Company is not the
surviving entity, a sale of substantially all of the assets of the Company to
another entity, or any transaction (including, without limitation, a merger or
reorganization in which the Company is the surviving entity) approved by the
Board that results in any person or entity (or person or entities acting as a
group or otherwise in concert), owning fifty percent (50%) or more of the
combined voting power of all classes of securities of the Company).

        2.8 "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended.

        2.9 "Committee" means a committee of, and designated from time to time
by resolution of, the Board, which shall consist of no fewer than two members of
the Board, none of whom shall be an officer or other salaried employee of the
Company or any affiliate of the Company.

        2.10 "Company" means The Titan Corporation.

        2.11 "Covered Employee" means a Grantee who is a Covered Employee within
the meaning of Section 162(m)(3) of the Code.

        2.12 "Deferred Stock" means a right, granted to a Grantee under SECTION
14 hereof, to receive Stock, cash or a combination thereof at the end of a
specified deferral period.

        2.13 "Dividend Equivalent" means a right, granted to a Grantee under
SECTION 17 hereof, to receive cash, Stock, other Awards or other property equal
in value to dividends paid with respect to a specified number of shares of
Stock, or other periodic payments.


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        2.14 "Effective Date" means February 17, 2000, the date on which the
Plan was adopted by the Board.

        2.15 "Exchange Act" means the Securities Exchange Act of 1934, as now in
effect or as hereafter amended.

        2.16 "Family Member" means a person who is a spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, 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, of the Grantee, any person
sharing the Grantee's household (other than a tenant or employee), a trust in
which these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the Grantee) control the management of
assets, and any other entity in which these persons (or the Grantee) own more
than fifty percent of the voting interests.

        2.17 "Fair Market Value" means the value of a share of Stock, determined
as follows: if on the Grant Date or other determination date the Stock is listed
on an established national or regional stock exchange, is admitted to quotation
on The Nasdaq Stock Market, Inc., or is publicly traded on an established
securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on the Grant
Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such trading day)
or, if no sale of Stock is reported for such trading day, on the next preceding
day on which any sale shall have been reported. If the Stock is not listed on
such an exchange, quoted on such system or traded on such a market, Fair Market
Value shall be the value of the Stock as determined by the Board in good faith.

        2.18 "Grant Date" means, as determined by the Board or authorized
Committee, (i) the date as of which the Board or such Committee approves an
Award, (ii) the date on which the recipient of such Award first became an
employee of or otherwise entered into a relationship with the Company or an
affiliate of the Company or (iii) such other date as may be specified by the
Board or such Committee.

        2.19 "Grantee" means a person who receives or holds a grant of an
Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
Deferred Stock, Unrestricted Stock, Performance Stock, Performance or Annual
Incentive Awards, or Dividend Equivalent Rights under the Plan.

        2.20 "Incentive Stock Option" means an "incentive stock option" within
the meaning of Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute, as amended from time to time.


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        2.21 "Option" means an option to purchase one or more shares of Stock
pursuant to the Plan.

        2.22 "Option Period" means the period during which Options may be
exercised as set forth in SECTION 10 hereof.

        2.23 "Option Price" means the purchase price for each share of Stock
subject to an Option.

        2.24 "Other Agreement" shall have the meaning set forth in SECTION 19
hereof.

        2.25 "Outside Director" means a member of the Board who is not an
officer or employee of the Company.

        2.26 "Performance Stock Award" means Awards granted pursuant to SECTION
16.

        2.27 "Plan" means this The Titan Corporation 2000 Stock Option and
Incentive Plan.

        2.28 "Reporting Person" means a person who is required to file reports
under Section 16(a) of the Exchange Act.

        2.29 "Restricted Period" means the period during which Restricted Stock
or Restricted Stock Units are subject to restrictions or conditions pursuant to
SECTION 13.2 hereof.

        2.30 "Restricted Stock" means shares of Stock, awarded to a Grantee
pursuant to SECTION 13 hereof, that are subject to restrictions and to a risk of
forfeiture.

        2.31 "Restricted Stock Unit" means a unit awarded to a Grantee pursuant
to SECTION 13 hereof, which represents a conditional right to receive a share of
Stock in the future, and which is subject to restrictions and to a risk of
forfeiture.

        2.32 "Securities Act" means the Securities Act of 1933, as now in effect
or as hereafter amended.

        2.33 "Service Provider" means a consultant or adviser to the Company, a
manager of the Company's properties or affairs, or other similar service
provider or affiliate of the Company, and employees of any of the foregoing, as
such persons may be designated from time to time by the Board pursuant to
SECTION 6 hereof.


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        2.34 "Stock" means the common stock, par value $.01 per share, of the
Company.

        2.35 "Stock Appreciation Rights" or "SAR" means a right granted to a
Grantee under SECTION 11 hereof.

        2.36 "Subsidiary" means any "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Code.

        2.37 "Termination Date" means the date upon which an Option shall
terminate or expire, as set forth in SECTION 10.2 hereof.

        2.38 "Unrestricted Stock Award" means any Award granted pursuant to
SECTION 15.

3.      ADMINISTRATION OF THE PLAN

        3.1. BOARD

        The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of
incorporation and by-laws and applicable law. The Board shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Award or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Board deems to be necessary or appropriate to the administration
of the Plan, any Award or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in
writing in accordance with the Company's Certificate of Incorporation and
by-laws and applicable law. The interpretation and construction by the Board of
any provision of the Plan, any Award or any Award Agreement shall be final and
conclusive. To the extent permitted by law, the Board may delegate its authority
under the Plan to a member of the Board of Directors or to an executive officer
of the Company who is a member of the Board of Directors.

        3.2. COMMITTEE.

        The Board from time to time may delegate to a Committee such powers and
authorities related to the administration and implementation of the Plan, as set
forth in SECTION 3.1 above and in other applicable provisions, as the Board
shall determine, consistent with the Certificate of Incorporation and by-laws of
the Company and applicable law. In the event that the Plan, any Award or any
Award Agreement entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken or such


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determination may be made by the Committee if the power and authority to do so
has been delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final, binding and conclusive. To the
extent permitted by law, the Committee may delegate its authority under the Plan
to a member of the Board of Directors or an executive officer of the Company who
is a member of the Board of Directors.

        3.3. AWARDS

        Subject to the other terms and conditions of the Plan, the Board shall
have full and final authority (i) to designate Grantees, (ii) to determine the
type or types of Awards to be made to a Grantee, (iii) to determine the number
of shares of Stock to be subject to an Award, (iv) to establish the terms and
conditions of each Award (including, but not limited to, the exercise price of
any Option, the nature and duration of any restriction or condition (or
provision for lapse thereof) relating to the vesting, exercise, transfer, or
forfeiture of an Award or the shares of Stock subject thereto, and any terms or
conditions that may be necessary to qualify Options as Incentive Stock Options),
(v) to prescribe the form of each Award Agreement evidencing an Award, and (vi)
to amend, modify, or supplement the terms of any outstanding Award. Such
authority specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to modify Awards to eligible
individuals who are foreign nationals or are individuals who are employed
outside the United States to recognize differences in local law, tax policy, or
custom. As a condition to any subsequent Award, the Board shall have the right,
at its discretion, to require Grantees to return to the Company Awards
previously made under the Plan. Subject to the terms and conditions of the Plan,
any such new Award shall be upon such terms and conditions as are specified by
the Board at the time the new Award is made.

        3.4. NO LIABILITY.

        No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
or Award Agreement.

4.      STOCK SUBJECT TO THE PLAN

        Subject to adjustment as provided in SECTION 22 hereof, the number of
shares of Stock available for issuance under the Plan shall be Four Million.
Stock issued or to be issued under the Plan shall be authorized but unissued
shares. If any shares covered by an Award are not purchased or are forfeited, or
if an Award otherwise terminates without delivery of any Stock subject thereto,
then the number of shares of Stock counted against the aggregate number of
shares available under the Plan with respect to such Award shall, to the extent
of any such forfeiture or termination, again be available for making Awards
under the Plan.


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5.      EFFECTIVE DATE AND TERM OF THE PLAN

        5.1. EFFECTIVE DATE.

        The Plan shall be effective as of the Effective Date, subject to
approval of the Plan within one year of the Effective Date, by a majority of the
votes cast on the proposal at a meeting of shareholders, provided that the total
votes cast represent a majority of all shares entitled to vote. Upon approval of
the Plan by the shareholders of the Company as set forth above, all Awards made
under the Plan on or after the Effective Date shall be fully effective as if the
shareholders of the Company had approved the Plan on the Effective Date. If the
shareholders fail to approve the Plan within one year after the Effective Date,
any Awards made hereunder shall be null and void and of no effect.

        5.2. TERM.

        The Plan has no termination date; however, no Incentive Stock Option may
be granted under the Plan on or after the tenth anniversary of the Effective
Date.

6.      OPTION GRANTS

        6.1. COMPANY OR SUBSIDIARY EMPLOYEES; SERVICE PROVIDERS; OTHER PERSONS

        Subject to Section 7, Awards may be made under the Plan to: (i) any
employee of, or a Service Provider to, the Company or of any affiliate,
including any such employee who is an officer or director of the Company or of
any affiliate, as the Board shall determine and designate from time to time, and
(ii) any other individual whose participation in the Plan is determined to be in
the best interests of the Company by the Board.

        6.2. SUCCESSIVE AWARDS.

        An eligible person may receive more than one Award, subject to such
restrictions as are provided herein.

        6.3. RELOAD OPTIONS.

        At the discretion of the Board and subject to such restrictions, terms
and conditions as the Board may establish, Options granted under the Plan may
include a "reload" feature pursuant to which a Grantee exercising an Option by
the delivery of a number of shares of Stock in accordance with SECTION 10.8
hereof would automatically be granted an additional Option (with an exercise
price equal to the Fair Market Value of the Stock on the date the additional
Option is granted and with such other terms as the Board may provide) to
purchase that number of shares of Stock equal to the number delivered to
exercise the original Option with an


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Option term equal to the remainder of the original Option term unless the Board
otherwise determines in the Option Award Agreement for the original grant.

7.      LIMITATIONS ON GRANTS

        7.1. LIMITATION ON SHARES OF STOCK SUBJECT TO AWARDS AND CASH AWARDS.

        During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, the maximum number of shares of
Stock subject to Options that can be awarded under the Plan to any person
eligible for an Award under SECTION 6 hereof is three hundred thousand (300,000)
per year. During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, the maximum number of shares
that can be awarded under the Plan, other than pursuant to an Option to any
person eligible for an Award under SECTION 6 hereof is three hundred thousand
(300,000) per year. The maximum amount that may be earned as an Annual Incentive
Award or other cash Award in any fiscal year by any one Grantee shall be $one
million and the maximum amount that may be earned as a Performance Award or
other cash Award in respect of a performance period by any one Grantee shall be
$three million. .

        7.2. LIMITATIONS ON INCENTIVE STOCK OPTIONS.

        An Option shall constitute an Incentive Stock Option only (i) if the
Grantee of such Option is an employee of the Company or any Subsidiary of the
Company; (ii) to the extent specifically provided in the related Award
Agreement; and (iii) to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of the shares of Stock with
respect to which all Incentive Stock Options held by such Grantee become
exercisable for the first time during any calendar year (under the Plan and all
other plans of the Grantee's employer and its affiliates) does not exceed
$100,000. This limitation shall be applied by taking Options into account in the
order in which they were granted.

8.      AWARD AGREEMENT

        Each Award granted pursuant to the Plan shall be evidenced by an Award
Agreement, to be executed by the Company and by the Grantee, in such form or
forms as the Board shall from time to time determine. Award Agreements granted
from time to time or at the same time need not contain similar provisions but
shall be consistent with the terms of the Plan. Each Award Agreement evidencing
an Award of Options shall specify whether such Options are intended to be
non-qualified stock options or Incentive Stock Options, and in the absence of
such specification such options shall be deemed non-qualified stock options.

9.      OPTION PRICE


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        The Option Price of each Option shall be fixed by the Board and stated
in the Award Agreement evidencing such Option. The Option Price shall be the
aggregate Fair Market Value on the Grant Date of the shares of Stock subject to
the Option; PROVIDED, HOWEVER, that in the event that a Grantee would otherwise
be ineligible to receive an Incentive Stock Option by reason of the provisions
of Sections 422(b)(6) and 424(d) of the Code (relating to ownership of more than
ten percent of the Company's outstanding Stock), the Option Price of an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall
be not less than the greater of the par value of a share of Stock or 110 percent
of the Fair Market Value of a share of Stock on the Grant Date. In no case shall
the Option Price of any Option be less than the par value of a share of Stock.

10.     VESTING, TERM AND EXERCISE OF OPTIONS

        10.1. VESTING AND OPTION PERIOD.

        Subject to SECTIONS 10.2 AND 22.3 hereof, each Option granted under the
Plan shall become exercisable at such times and under such conditions as shall
be determined by the Board and stated in the Award Agreement. For purposes of
this SECTION 10.1, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. The period during which
any Option shall be exercisable shall constitute the "Option Period" with
respect to such Option.

        10.2. TERM.

        Each Option granted under the Plan shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years from the date such Option is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such Option (the
"Termination Date"); PROVIDED, HOWEVER, that in the event that the Grantee would
otherwise be ineligible to receive an Incentive Stock Option by reason of the
provisions of Sections 422(b)(6) and 424(d) of the Code (relating to ownership
of more than ten percent of the outstanding Stock), an Option granted to such
Grantee that is intended to be an Incentive Stock Option shall not be
exercisable after the expiration of five years from its Grant Date.

        10.3. ACCELERATION.

        Any limitation on the exercise of an Option contained in any Award
Agreement may be rescinded, modified or waived by the Board, in its sole
discretion, at any time and from time to time after the Grant Date of such
Option, so as to accelerate the time at which the Option may be exercised.
Notwithstanding any other provision of the Plan, no Option shall be exercisable
in whole or in part prior to the date the Plan is approved by the shareholders
of the Company as provided in SECTION 5.1 hereof.


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<PAGE>


        10.4. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

        Upon the termination of a Grantee's employment or other relationship
with the Company or any affiliate other than by reason of death or "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code), any
Option or portion thereof held by such Grantee that has not vested in accordance
with the provisions of SECTION 10.1 hereof shall terminate immediately, and any
Option or portion thereof that has vested in accordance with the provisions of
SECTION 10.1 hereof but has not been exercised shall terminate at the close of
business on the 90th day following the Grantee's termination of employment or
other relationship (or, if such 90th day is a Saturday, Sunday or holiday, at
the close of business on the next preceding day that is not a Saturday, Sunday
or holiday), unless the Board, in its discretion, extends the period during
which the Option may be exercised (which period may not be extended beyond the
original term of the Option). Upon termination of an Option or portion thereof,
the Grantee shall have no further right to purchase shares of Stock pursuant to
such Option or portion thereof. Whether a termination of employment or other
relationship shall have occurred for purposes of the Plan shall be determined by
the Board, which determination shall be final and conclusive. For purposes of
the Plan, a termination of employment, service or other relationship shall not
be deemed to occur if the Grantee is immediately thereafter a director of the
Company or an affiliate.

        10.5. RIGHTS IN THE EVENT OF DEATH.

        Unless otherwise provided by the Board in the applicable Award
Agreement, if a Grantee dies while employed by or providing services to the
Company, all Options granted to such Grantee that have not vested as of the date
of such termination shall terminate and the executors or Boards or legatees or
distributees of such Grantee's estate shall have the right, at any time within
one year after the date of such Grantee's death (or such longer period as the
Board, in its discretion, may determine prior to the expiration of such one-year
period) and prior to termination of the Option pursuant to SECTION 10.2 above,
to exercise any Option that was vested as of the date of such Grantee's death.

        10.6. RIGHTS IN THE EVENT OF DISABILITY.

        Unless otherwise stated in the applicable Award Agreement, if a Grantee
terminates employment or other relationship with the Company by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Grantee, such Grantee's Options shall terminate to the extent the
Options are not vested, and shall be exercisable to the extent that they were
vested as of the date of the Optionee's termination of employment or other
relationship, for a period of one year after such termination of employment or
other relationship (or such longer period as the Board, in its discretion, may
determine prior to the expiration of such one-year period), subject to earlier
termination of the Option as provided in SECTION 10.2 above. Whether a
termination of employment or service is to be considered by


                                     - 10 -
<PAGE>


reason of "permanent and total disability" for purposes of the Plan shall be
determined by the Board, which determination shall be final and conclusive.

        10.7. LIMITATIONS ON EXERCISE OF OPTION.

        Notwithstanding any other provision of the Plan, in no event may any
Option be exercised, in whole or in part, prior to the date the Plan is approved
by the shareholders of the Company as provided herein, or after ten years
following the date upon which the Option is granted, or after the occurrence of
an event referred to in SECTION 22 hereof which results in termination of the
Option.

        10.8. METHOD OF EXERCISE.

        An Option that is exercisable may be exercised by the Grantee's delivery
to the Company of written notice of exercise on any business day, at the
Company's principal office, addressed to the attention of the Board. Such notice
shall specify the number of shares of Stock with respect to which the Option is
being exercised and shall be accompanied by payment in full of the Option Price
of the shares for which the Option is being exercised. The minimum number of
shares of Stock with respect to which an Option may be exercised, in whole or in
part, at any time shall be the lesser of (i) 100 shares or such lesser number
set forth in the applicable Award Agreement and (ii) the maximum number of
shares available for purchase under the Option at the time of exercise. Payment
of the Option Price for the shares purchased pursuant to the exercise of an
Option shall be made (i) in cash or in cash equivalents acceptable to the
Company; (ii) through the tender to the Company of shares of Stock, which
shares, if acquired from the Company, shall have been held for at least six
months and which shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their Fair Market Value on the
date of exercise; or (iii) by a combination of the methods described in (i) and
(ii). Unless the Board provides otherwise in the Award Agreement, payment in
full of the Option Price need not accompany the written notice of exercise
provided that the notice of exercise directs that the certificate or
certificates for the shares of Stock for which the Option is exercised be
delivered to a licensed broker acceptable to the Company as the agent for the
individual exercising the Option and, at the time such certificate or
certificates are delivered, the broker tenders to the Company cash (or cash
equivalents acceptable to the Company) equal to the Option Price for the shares
of Stock purchased pursuant to the exercise of the Option plus the amount (if
any) of federal and/or other taxes which the Company may in its judgment, be
required to withhold with respect to the exercise of the Option. An attempt to
exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Unless otherwise stated in the applicable
Award Agreement, an individual holding or exercising an Option shall have none
of the rights of a shareholder (for example, the right to receive cash or
dividend payments or distributions attributable to the subject shares of Stock
or to direct the voting of the subject shares of Stock ) until the shares of
Stock covered thereby are fully paid and issued to him. Except as provided in
SECTION 22 hereof, no adjustment shall be made


                                     - 11 -
<PAGE>


for dividends, distributions or other rights for which the record date is prior
to the date of such issuance.

        10.9. DELIVERY OF STOCK CERTIFICATES.

        Promptly after the exercise of an Option by a Grantee and the payment in
full of the Option Price, such Grantee shall be entitled to the issuance of a
stock certificate or certificates evidencing his or her ownership of the shares
of Stock subject to the Option.

11.     STOCK APPRECIATION RIGHTS

        The Board each is authorized to grant SARs to Grantees on the following
terms and conditions:

        11.1. RIGHT TO PAYMENT.

        A SAR shall confer on the Grantee to whom it is granted a right to
receive, upon exercise thereof, the excess of (A) the Fair Market Value of one
share of Stock on the date of exercise over (B) the grant price of the SAR as
determined by the Board. The grant price of an SAR shall not be less than the
Fair Market Value of a share of Stock on the date of grant except as provided in
SECTION 18.1.

        11.2. OTHER TERMS.

        The Board shall determine at the date of grant or thereafter, the time
or times at which and the circumstances under which a SAR may be exercised in
whole or in part (including based on achievement of performance goals and/or
future service requirements), the time or times at which SARs shall cease to be
or become exercisable following termination of employment or upon other
conditions, the method of exercise, method of settlement, form of consideration
payable in settlement, method by or forms in which Stock will be delivered or
deemed to be delivered to Grantees, whether or not a SAR shall be in tandem or
in combination with any other Award, and any other terms and conditions of any
SAR. SARs may be either freestanding or in tandem with other Awards.

12.     TRANSFERABILITY OF OPTIONS

        12.1. TRANSFERABILITY OF OPTIONS

        Except as provided in SECTION 12.2, during the lifetime of a Grantee,
only the Grantee (or, in the event of legal incapacity or incompetency, the
Grantee's guardian or legal representative) may exercise an Option. Except as
provided in SECTION 12.2, no Option shall be assignable or transferable by the
Grantee to whom it is granted, other than by will or the laws of descent and
distribution.


                                     - 12 -
<PAGE>


        12.2. FAMILY TRANSFERS.

        If authorized in the applicable Award Agreement, a Grantee may transfer,
not for value, all or part of an Option which is not an Incentive Stock Option
to any Family Member. For the purpose of this SECTION 12.2, a "not for value"
transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic
relations order in settlement of marital property rights; or (iii) a transfer to
an entity in which more than fifty percent of the voting interests are owned by
Family Members (or the Grantee) in exchange for an interest in that entity.
Following a transfer under this SECTION 12.2, any such Option shall continue to
be subject to the same terms and conditions as were applicable immediately prior
to transfer. Subsequent transfers of transferred Options are prohibited except
to Family Members of the original Grantee in accordance with this SECTION 12.2
or by will or the laws of descent and distribution. The events of termination of
employment or other relationship of SECTION 10.4 hereof shall continue to be
applied with respect to the original Grantee, following which the Option shall
be exercisable by the transferee only to the extent, and for the periods
specified in SECTIONS 10.4, 10.5, or 10.6.

13.     RESTRICTED STOCK

        13.1. GRANT OF RESTRICTED STOCK OR RESTRICTED STOCK UNITS.

        The Board may from time to time grant Restricted Stock or Restricted
Stock Units to persons eligible to receive Awards under SECTION 6 hereof,
subject to such restrictions, conditions and other terms as the Board may
determine.

        13.2. RESTRICTIONS.

        At the time a grant of Restricted Stock or Restricted Stock Units is
made, the Board shall establish a period of time (the "Restricted Period")
applicable to such Restricted Stock or Restricted Stock Units. Each Award of
Restricted Stock or Restricted Stock Units may be subject to a different
Restricted Period. The Board may, in its sole discretion, at the time a grant of
Restricted Stock or Restricted Stock Units is made, prescribe restrictions in
addition to or other than the expiration of the Restricted Period, including the
satisfaction of corporate or individual performance objectives, which may be
applicable to all or any portion of the Restricted Stock or Restricted Stock
Units in accordance with SECTION 18.4.1 and 18.4.2. Neither Restricted Stock nor
Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of during the Restricted Period or prior to the
satisfaction of any other restrictions prescribed by the Board with respect to
such Restricted Stock or Restricted Stock Units.


                                     - 13 -
<PAGE>


        13.3. RESTRICTED STOCK CERTIFICATES.

        The Company shall issue, in the name of each Grantee to whom Restricted
Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Board may provide in an Award Agreement
that either (i) the Secretary of the Company shall hold such certificates for
the Grantee's benefit until such time as the Restricted Stock is forfeited to
the Company or the restrictions lapse, or (ii) such certificates shall be
delivered to the Grantee, PROVIDED, HOWEVER, that such certificates shall bear a
legend or legends that complies with the applicable securities laws and
regulations and makes appropriate reference to the restrictions imposed under
the Plan and the Award Agreement.

        13.4. RIGHTS OF HOLDERS OF RESTRICTED STOCK.

        Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board may
provide that any dividends paid on Restricted Stock must be reinvested in shares
of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock
split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Grant.

        13.5. RIGHTS OF HOLDERS OF RESTRICTED STOCK UNITS.

        Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock Units shall have no rights as stockholders of the Company. The
Board may provide in an Award Agreement evidencing a grant of Restricted Stock
Units that the holder of such Restricted Stock Units shall be entitled to
receive, upon the Company's payment of a cash dividend on its outstanding Stock,
a cash payment for each Restricted Stock Unit held equal to the per-share
dividend paid on the Stock. Such Award Agreement may also provide that such cash
payment will be deemed reinvested in additional Restricted Stock Units at a
price per unit equal to the Fair Market Value of a share of Stock on the date
that such dividend is paid.

        13.6. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

        Upon the termination of a Grantee's employment or other relationship
with the Company other than by reason of death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code), any Restricted
Stock or Restricted Stock Units held by such Grantee that has not vested, or
with respect to which all applicable restrictions and conditions have not
lapsed, shall immediately be deemed forfeited, unless the Board, in its
discretion, determines otherwise. Upon forfeiture of Restricted Stock or
Restricted Stock Units, the Grantee shall have no further rights


                                     - 14 -
<PAGE>


with respect to such Grant, including but not limited to any right to vote
Restricted Stock or any right to receive dividends with respect to shares of
Restricted Stock or Restricted Stock Units. Whether a leave of absence or leave
on military or government service shall constitute a termination of employment
or other relationship for purposes of the Plan shall be determined by the Board,
which determination shall be final and conclusive. For purposes of the Plan, a
termination of employment, service or other relationship shall not be deemed to
occur if the Grantee is immediately thereafter a director of the Company.

        13.7. RIGHTS IN THE EVENT OF DEATH.

        Unless otherwise provided in the Award Agreement, if a Grantee dies
while employed by the Company, all Restricted Stock or Restricted Stock Units
granted to such Grantee shall fully vest on the date of death, and the shares of
Stock represented thereby shall be deliverable in accordance with the terms of
the Plan to the executors, administrators, legatees or distributees of the
Grantee's estate.

        13.8. RIGHTS IN THE EVENT OF DISABILITY.

        Unless otherwise provided in the Award Agreement, if a Grantee
terminates employment or other relationship with the Company by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Grantee, such Grantee's Restricted Stock or Restricted Stock Units
shall continue to vest in accordance with the applicable Award Agreement for a
period of one year after such termination of employment or service (or such
longer period as the Board, in its discretion, may determine prior to the
expiration of such one-year period), subject to the earlier forfeiture of such
Restricted Stock or Restricted Stock Units in accordance with the terms of the
applicable Award Agreement. Whether a termination of employment or service is to
be considered by reason of "permanent and total disability" for purposes of the
Plan shall be determined by the Board, which determination shall be final and
conclusive.

        13.9. DELIVERY OF STOCK AND PAYMENT THEREFOR.

        Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board, the restrictions
applicable to shares of Restricted Stock or Restricted Stock Units shall lapse,
and, unless otherwise provided in the Award Agreement, upon payment by the
Grantee to the Company, in cash or by check, of the aggregate par value of the
shares of Stock represented by such Restricted Stock or Restricted Stock Units
(or such other higher purchase price determined by the Board), a stock
certificate for such shares shall be delivered, free of all such restrictions,
to the Grantee or the Grantee's beneficiary or estate, as the case may be.


                                     - 15 -
<PAGE>


14.     DEFERRED STOCK AWARDS

        14.1. NATURE OF DEFERRED STOCK AWARDS.

        A Deferred Stock Award is an Award of phantom stock units to a Grantee,
subject to restrictions and conditions as the Board may determine at the time of
grant. Conditions may be based on continuing employment (or other business
relationship) and/or achievement of pre-established performance goals and
objectives. The grant of a Deferred Stock Award is contingent on the Grantee
executing the Deferred Stock Award Agreement. The terms and conditions of each
such agreement shall be determined by the Board, and such terms and conditions
may differ among individual Awards and Grantees. At the end of the deferral
period, the Deferred Stock Award, to the extent vested, shall be paid to the
Grantee in the form of shares of Stock.

        14.2. ELECTION TO RECEIVE DEFERRED STOCK AWARDS IN LIEU OF COMPENSATION.

        The Board may, in its sole discretion, permit a Grantee to elect to
receive a portion of the cash compensation or Restricted Stock Award otherwise
due to such Grantee in the form of a Deferred Stock Award. Any such election
shall be made in writing and shall be delivered to the Company no later than the
date specified by the Board and in accordance with rules and procedures
established by the Board. The Board shall have the sole right to determine
whether and under what circumstances to permit such elections and to impose such
limitations and other terms and conditions thereon as the Board deems
appropriate.

        14.3. RIGHTS AS A STOCKHOLDER.

        During the deferral period, a Grantee shall have no rights as a
Stockholder; provided, however, that the Grantee may be credited with Dividend
Equivalent Rights with respect to the phantom Stock units underlying his
Deferred Stock Award, subject to such terms and conditions as the Board may
determine.

        14.4. RESTRICTIONS.

        A Deferred Stock Award may not be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of during the deferral period.

        14.5. TERMINATION.

        Except as may otherwise be provided by the Board either in the Award
Agreement or, in writing after the Award Agreement is issued, a Grantee's right
in all Deferred Stock Awards that have not vested shall automatically terminate
upon


                                     - 16 -
<PAGE>


the Grantee's termination of employment or other relationship with the Company
for any reason.

15.     UNRESTRICTED STOCK AWARDS

        15.1. GRANT OR SALE OF UNRESTRICTED STOCK.

        The Board may, in its sole discretion, grant (or sell at par value or
such other higher purchase price determined by the Board) an Unrestricted Stock
Award to any Grantee pursuant to which such Grantee may receive shares of Stock
free of any restrictions ("Unrestricted Stock") under the Plan. Unrestricted
Stock Awards may be granted or sold as described in the preceding sentence in
respect of past services or other valid consideration, or in lieu of any cash
compensation due to such Grantee.

16.     PERFORMANCE STOCK AWARDS

        16.1. NATURE OF PERFORMANCE STOCK AWARDS.

        A Performance Stock Award is an Award entitling the recipient to
acquire shares of Stock upon the attainment of specified performance goals. The
Board may make Performance Stock Awards independent of or in connection with the
granting of any other Award under the Plan. The Board in its sole discretion
shall determine whether and to whom Performance Stock Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Stock; provided, however, that the Board
may rely on the performance goals and other standards applicable to other
performance unit plans of the Company in setting the standards for Performance
Stock Awards under the Plan.

        16.2. RIGHTS AS A STOCKHOLDER.

        A Grantee receiving a Performance Stock Award shall have the rights of
a Stockholder only as to shares actually received by the Grantee under the Plan
and not with respect to shares subject to the Award but not actually received by
the Grantee. A Grantee shall be entitled to receive a Stock certificate
evidencing the acquisition of Stock under a Performance Stock Award only upon
satisfaction of all conditions specified in the written instrument evidencing
the Performance Stock Award (or in a performance plan adopted by the Board).


                                     - 17 -
<PAGE>


        16.3. TERMINATION.

        Except as may otherwise be provided by the Board either in the Award
Agreement in writing after the Award Agreement is issued, a Grantee's rights in
all Performance Stock Awards shall automatically terminate upon the Grantee's
termination of employment or other relationship with the Company and its
affiliates for any reason.

        16.4. ACCELERATION, WAIVER, ETC.

        At any time prior to the Grantee's termination of employment (or other
business relationship) by the Company and its affiliates, the Board may in its
sole discretion accelerate, waive or amend any or all of the goals, restrictions
or conditions imposed under any Performance Stock Award.

17.     DIVIDEND EQUIVALENT RIGHTS

        17.1. DIVIDEND EQUIVALENT RIGHTS.

        A Dividend Equivalent Right is an Award entitling the recipient to
receive credits based on cash distributions that would have been paid on the
shares of Stock specified in the Dividend Equivalent Right (or other award to
which it relates) if such shares had been issued to and held by the recipient. A
Dividend Equivalent Right may be granted hereunder to any Grantee as a component
of another Award or as a freestanding award. The terms and conditions of
Dividend Equivalent Rights shall be specified in the grant. Dividend Equivalents
credited to the holder of a Dividend Equivalent Right may be paid currently or
may be deemed to be reinvested in additional shares of Stock, which may
thereafter accrue additional equivalents. Any such reinvestment shall be at Fair
Market Value on the date of reinvestment. Dividend Equivalent Rights may be
settled in cash or Stock or a combination thereof, in a single installment or
installments, all determined in the sole discretion of the Board. A Dividend
Equivalent Right granted as a component of another Award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement, or payment
of, or lapse of restrictions on, such other award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other award. A Dividend Equivalent Right granted as a
component of another Award may also contain terms and conditions different from
such other award.

        17.2. INTEREST EQUIVALENTS.

        Any Award under this Plan that is settled in whole or in part in cash
on a deferred basis may provide in the grant for interest equivalents to be
credited with


                                     - 18 -
<PAGE>


respect to such cash payment. Interest equivalents may be compounded and shall
be paid upon such terms and conditions as may be specified by the grant.

        17.3. TERMINATION.

        Except as may otherwise be provided by the Board either in the Award
Agreement or in writing after the Award Agreement is issued, a Grantee's rights
in all Dividend Equivalent Rights or interest equivalents shall automatically
terminate upon the Grantee's termination of employment or other relationship
with the Company and its affiliates for any reason.

18.     CERTAIN PROVISIONS APPLICABLE TO AWARDS

        18.1. STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS

        Awards granted under the Plan may, in the discretion of the Board, be
granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award or any award granted under another plan of the
Company, any affiliate, or any business entity to be acquired by the Company or
a affiliate, or any other right of a Grantee to receive payment from the Company
or any affiliate. Such additional, tandem, and substitute or exchange Awards may
be granted at any time. If an Award is granted in substitution or exchange for
another Award, the Board shall require the surrender of such other Award in
consideration for the grant of the new Award. In addition, Awards may be granted
in lieu of cash compensation, including in lieu of cash amounts payable under
other plans of the Company or any affiliate, in which the value of Stock subject
to the Award is equivalent in value to the cash compensation (for example,
Deferred Stock or Restricted Stock), or in which the exercise price, grant price
or purchase price of the Award in the nature of a right that may be exercised is
equal to the Fair Market Value of the underlying Stock minus the value of the
cash compensation surrendered (for example, Options granted with an exercise
price "discounted" by the amount of the cash compensation surrendered).

        18.2. TERM OF AWARDS

        The term of each Award shall be for such period as may be determined by
the Board; provided that in no event shall the term of any Option or SAR exceed
a period of ten years (or such shorter term as may be required in respect of an
ISO under Section 422 of the Code).

        18.3. FORM AND TIMING OF PAYMENT UNDER AWARDS; DEFERRALS

        Subject to the terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or an affiliate upon the exercise of an
Option


                                     - 19 -
<PAGE>


or other Award or settlement of an Award may be made in such forms as the Board
shall determine, including, without limitation, cash, Stock, other Awards or
other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. The settlement of any Award may be
accelerated, and cash paid in lieu of Stock in connection with such settlement,
in the discretion of the Board or upon occurrence of one or more specified
events. Installment or deferred payments may be required by the Board or
permitted at the election of the Grantee on terms and conditions established by
the Board. Payments may include, without limitation, provisions for the payment
or crediting of a reasonable interest rate on installment or deferred payments
or the grant or crediting of Dividend Equivalents or other amounts in respect of
installment or deferred payments denominated in Stock.

        18.4. PERFORMANCE AND ANNUAL INCENTIVE AWARDS

              18.4.1. PERFORMANCE CONDITIONS

              The right of a Grantee to exercise or receive a grant or
settlement of any Award, and the timing thereof, may be subject to such
performance conditions as may be specified by the Board. The Board may use such
business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions, and may exercise its discretion to
reduce the amounts payable under any Award subject to performance conditions,
except as limited under SECTIONS 18.4.2 AND 18.4.3 hereof in the case of a
Performance Award or Annual Incentive Award intended to qualify under Code
Section 162(m). If and to the extent required under Code Section 162(m), any
power or authority relating to a Performance Award or Annual Incentive Award
intended to qualify under Code Section 162(m), shall be exercised by the
Committee and not the Board.

              18.4.2. PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES

              If and to the extent that the Committee determines that a
Performance Award to be granted to a Grantee who is designated by the Committee
as likely to be a Covered Employee should qualify as "performance-based
compensation" for purposes of Code Section 162(m), the grant, exercise and/or
settlement of such Performance Award shall be contingent upon achievement of
preestablished performance goals and other terms set forth in this SECTION
18.4.2.

                                    (i) PERFORMANCE GOALS GENERALLY. The
                  performance goals for such Performance Awards shall consist of
                  one or more business criteria and a targeted level or levels
                  of performance with respect to each of such criteria, as
                  specified by the Committee consistent with this SECTION
                  18.4.2. Performance goals shall be objective and shall
                  otherwise meet the requirements of Code Section


                                     - 20 -
<PAGE>


                  162(m) and regulations thereunder including the requirement
                  that the level or levels of performance targeted by the
                  Committee result in the achievement of performance goals being
                  "substantially uncertain." The Committee may determine that
                  such Performance Awards shall be granted, exercised and/or
                  settled upon achievement of any one performance goal or that
                  two or more of the performance goals must be achieved as a
                  condition to grant, exercise and/or settlement of such
                  Performance Awards. Performance goals may differ for
                  Performance Awards granted to any one Grantee or to different
                  Grantees.

                                    (ii) BUSINESS CRITERIA. One or more of the
                  following business criteria for the Company, on a consolidated
                  basis, and/or specified subsidiaries or business units of the
                  Company (except with respect to the total stockholder return
                  and earnings per share criteria), shall be used exclusively by
                  the Committee in establishing performance goals for such
                  Performance Awards: (1) total stockholder return; (2) such
                  total stockholder return as compared to total return (on a
                  comparable basis) of a publicly available index such as, but
                  not limited to, the Standard & Poor's 500 Stock Index; (3) net
                  income; (4) pretax earnings; (5) earnings before interest
                  expense, taxes, depreciation and amortization; (6) pretax
                  operating earnings after interest expense and before bonuses,
                  service fees, and extraordinary or special items; (7)
                  operating margin; (8) earnings per share; (9) return on
                  equity; (10) return on capital; (11) return on investment;
                  (12) operating earnings; (13) working capital; and (14) ratio
                  of debt to stockholders' equity. One or more of the foregoing
                  business criteria shall also be exclusively used in
                  establishing performance goals for Annual Incentive Awards
                  granted to a Covered Employee under SECTION 18.4.3 hereof that
                  are intended to qualify as "performance-based compensation"
                  under Code Section 162(m).

                                    (iii) PERFORMANCE PERIOD; TIMING FOR
                  ESTABLISHING PERFORMANCE GOALS. Achievement of performance
                  goals in respect of such Performance Awards shall be measured
                  over a performance period of up to ten years, as specified by
                  the Committee. Performance goals shall be established not
                  later than 90 days after the beginning of any performance
                  period applicable to such Performance Awards, or at such other
                  date as may be required or permitted for "performance-based
                  compensation" under Code Section 162(m).

                                    (iv) PERFORMANCE AWARD POOL. The Committee
                  may establish a Performance Award pool, which shall be an
                  unfunded pool, for purposes of measuring Company performance
                  in connection with Performance Awards. The amount of such
                  Performance Award pool shall be based upon the achievement of
                  a performance goal or goals


                                     - 21 -
<PAGE>


                  based on one or more of the business criteria set forth in
                  SECTION 18.4.2(ii) hereof during the given performance period,
                  as specified by the Committee in accordance with SECTION
                  18.4.2(iii) hereof. The Committee may specify the amount of
                  the Performance Award pool as a percentage of any of such
                  business criteria, a percentage thereof in excess of a
                  threshold amount, or as another amount which need not bear a
                  strictly mathematical relationship to such business criteria.

                                    (v) SETTLEMENT OF PERFORMANCE AWARDS; OTHER
                  TERMS. Settlement of such Performance Awards shall be in cash,
                  Stock, other Awards or other property, in the discretion of
                  the Committee. The Committee may, in its discretion, reduce
                  the amount of a settlement otherwise to be made in connection
                  with such Performance Awards. The Committee shall specify the
                  circumstances in which such Performance Awards shall be paid
                  or forfeited in the event of termination of employment by the
                  Grantee prior to the end of a performance period or settlement
                  of Performance Awards.

                  18.4.3. ANNUAL INCENTIVE AWARDS GRANTED TO DESIGNATED COVERED
                          EMPLOYEES.

                  If and to the extent that the Committee determines that an
Annual Incentive Award to be granted to a Grantee who is designated by the
Committee as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Code Section 162(m), the grant,
exercise and/or settlement of such Annual Incentive Award shall be contingent
upon achievement of preestablished performance goals and other terms set forth
in this SECTION 18.4.3.

                                    (i) ANNUAL INCENTIVE AWARD POOL. The
                  Committee may establish an Annual Incentive Award pool, which
                  shall be an unfunded pool, for purposes of measuring Company
                  performance in connection with Annual Incentive Awards. The
                  amount of such Annual Incentive Award pool shall be based upon
                  the achievement of a performance goal or goals based on one or
                  more of the business criteria set forth in 18.4.2(ii) hereof
                  during the given performance period, as specified by the
                  Committee in accordance with 18.4.2(iii) hereof. The Committee
                  may specify the amount of the Annual Incentive Award pool as a
                  percentage of any such business criteria, a percentage thereof
                  in excess of a threshold amount, or as another amount which
                  need not bear a strictly mathematical relationship to such
                  business criteria.

                                    (ii) POTENTIAL ANNUAL INCENTIVE AWARDS. Not
                  later than the end of the 90th day of each fiscal year, or at
                  such other date as may be required or permitted in the case of
                  Awards intended to be


                                     - 22 -
<PAGE>


                  "performance-based compensation" under Code Section 162(m),
                  the Committee shall determine the Eligible Persons who will
                  potentially receive Annual Incentive Awards, and the amounts
                  potentially payable thereunder, for that fiscal year, either
                  out of an Annual Incentive Award pool established by such date
                  under SECTION 18.4.3(i) hereof or as individual Annual
                  Incentive Awards. In the case of individual Annual Incentive
                  Awards intended to qualify under Code Section 162(m), the
                  amount potentially payable shall be based upon the achievement
                  of a performance goal or goals based on one or more of the
                  business criteria set forth in SECTION 18.4.2(ii) hereof in
                  the given performance year, as specified by the Committee; in
                  other cases, such amount shall be based on such criteria as
                  shall be established by the Committee. In all cases, the
                  maximum Annual Incentive Award of any Grantee shall be subject
                  to the limitation set forth in SECTION 7.1 hereof.

                                    (iii) PAYOUT OF ANNUAL INCENTIVE AWARDS.
                  After the end of each fiscal year, the Committee shall
                  determine the amount, if any, of (A) the Annual Incentive
                  Award pool, and the maximum amount of potential Annual
                  Incentive Award payable to each Grantee in the Annual
                  Incentive Award pool, or (B) the amount of potential Annual
                  Incentive Award otherwise payable to each Grantee. The
                  Committee may, in its discretion, determine that the amount
                  payable to any Grantee as an Annual Incentive Award shall be
                  reduced from the amount of his or her potential Annual
                  Incentive Award, including a determination to make no Award
                  whatsoever. The Committee shall specify the circumstances in
                  which an Annual Incentive Award shall be paid or forfeited in
                  the event of termination of employment by the Grantee prior to
                  the end of a fiscal year or settlement of such Annual
                  Incentive Award.

                  18.4.4. WRITTEN DETERMINATIONS.

                  All determinations by the Committee as to the establishment of
performance goals, the amount of any Performance Award pool or potential
individual Performance Awards and as to the achievement of performance goals
relating to Performance Awards under SECTION 18.4.2, and the amount of any
Annual Incentive Award pool or potential individual Annual Incentive Awards and
the amount of final Annual Incentive Awards under SECTION 18.4.3, shall be made
in writing in the case of any Award intended to qualify under Code Section
162(m). To the extent required to comply with Code Section 162(m), the Committee
may delegate any responsibility relating to such Performance Awards or Annual
Incentive Awards.


                                     - 23 -
<PAGE>


                  18.4.5. STATUS OF SECTION 18.4.3 AND SECTION 18.4.2 AWARDS
                          UNDER CODE SECTION 162(m)

                  It is the intent of the Company that Performance Awards and
Annual Incentive Awards under SECTION 18.4.2 and SECTION 18.4.3 hereof granted
to persons who are designated by the Committee as likely to be Covered Employees
within the meaning of Code Section 162(m) and regulations thereunder shall, if
so designated by the Committee, constitute "qualified performance-based
compensation" within the meaning of Code Section 162(m) and regulations
thereunder. Accordingly, the terms of SECTION 18.4.2 and SECTION 18.4.3,
including the definitions of Covered Employee and other terms used therein,
shall be interpreted in a manner consistent with Code Section 162(m) and
regulations thereunder. The foregoing notwithstanding, because the Committee
cannot determine with certainty whether a given Grantee will be a Covered
Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the
Committee, at the time of grant of Performance Awards or an Annual Incentive
Award, as likely to be a Covered Employee with respect to that fiscal year. If
any provision of the Plan or any agreement relating to such Performance Awards
or Annual Incentive Awards does not comply or is inconsistent with the
requirements of Code Section 162(m) or regulations thereunder, such provision
shall be construed or deemed amended to the extent necessary to conform to such
requirements.

19.     PARACHUTE LIMITATIONS

        Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by a
Grantee with the Company or any affiliate, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
Grantees or beneficiaries of which the Grantee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, any Option, Restricted
Stock or Restricted Stock Unit held by that Grantee and any right to receive any
payment or other benefit under this Plan shall not become exercisable or vested
(i) to the extent that such right to exercise, vesting, payment, or benefit,
taking into account all other rights, payments, or benefits to or for the
Grantee under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this Plan to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code as then in effect (a "Parachute Payment") AND (ii) if, as a result of
receiving a Parachute Payment, the aggregate after-tax amounts received by the
Grantee from the Company under this Plan, all


                                     - 24 -
<PAGE>


Other Agreements, and all Benefit Arrangements would be less than the maximum
after-tax amount that could be received by the Grantee without causing any such
payment or benefit to be considered a Parachute Payment. In the event that the
receipt of any such right to exercise, vesting, payment, or benefit under this
Plan, in conjunction with all other rights, payments, or benefits to or for the
Grantee under any Other Agreement or any Benefit Arrangement would cause the
Grantee to be considered to have received a Parachute Payment under this Plan
that would have the effect of decreasing the after-tax amount received by the
Grantee as described in clause (ii) of the preceding sentence, then the Grantee
shall have the right, in the Grantee's sole discretion, to designate those
rights, payments, or benefits under this Plan, any Other Agreements, and any
Benefit Arrangements that should be reduced or eliminated so as to avoid having
the payment or benefit to the Grantee under this Plan be deemed to be a
Parachute Payment.

20.     REQUIREMENTS OF LAW

        20.1. GENERAL.

        The Company shall not be required to sell or issue any shares of Stock
under any Award if the sale or issuance of such shares would constitute a
violation by the Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion, that
the listing, registration or qualification of any shares subject to an Award
upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares hereunder, no shares of Stock may be issued or sold to the
Grantee or any other individual exercising an Option pursuant to such Award
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company,
and any delay caused thereby shall in no way affect the date of termination of
the Award. Specifically, in connection with the Securities Act, upon the
exercise of any Option or the delivery of any shares of Stock underlying an
Award, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by such Award, the Company shall not be required
to sell or issue such shares unless the Board has received evidence satisfactory
to it that the Grantee or any other individual exercising an Option may acquire
such shares pursuant to an exemption from registration under the Securities Act.
Any determination in this connection by the Board shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act. The Company shall not
be obligated to take any affirmative action in order to cause the exercise of an
Option or the issuance of shares of Stock pursuant to the Plan to comply with
any law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option shall not be exercisable until
the shares of Stock covered by such Option are registered or are


                                     - 25 -
<PAGE>


exempt from registration, the exercise of such Option (under circumstances in
which the laws of such jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an exemption.

        20.2. RULE 16b-3.

        During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the Company
that Awards pursuant to the Plan and the exercise of Options granted hereunder
will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To
the extent that any provision of the Plan or action by the Board does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the
extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan. In the event that Rule 16b-3 is revised or replaced,
the Board may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.

        20.3. LIMITATION FOLLOWING A HARDSHIP DISTRIBUTION.

        To the extent required to comply with Treasury Regulation Section
1.401(k)-1(d)(2)(iv)(B)(4), or any amendment or successor thereto, a Grantee's
"elective and employee contributions" (within the meaning of such Treasury
Regulation) under the Plan shall be suspended for a period of twelve months
following such Grantee's receipt of a hardship distribution made in reliance on
such Treasury Regulation from any plan containing a cash or deferred arrangement
under Section 401(k) of the Code maintained by the Company or a related party
within the provisions of subsections (b), (c), (m) or (o) of Section 414 of the
Code.

21.     AMENDMENT AND TERMINATION OF THE PLAN

        The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Awards have not been
made; PROVIDED, HOWEVER, that the Board shall not, without approval of the
Company's shareholders, amend the Plan such that it does not comply with the
Code. The Company may retain the right in an Award Agreement to cause a
forfeiture of the gain realized by a Grantee on account of the Grantee taking
actions in "competition with the Company," as defined in the applicable Award
Agreement. Furthermore, the Company may annul an Award if the Grantee is an
employee of the Company or an affiliate and is terminated "for cause" as defined
in the applicable Award Agreement. Except as permitted under this SECTION 21 or
SECTION 22 hereof, no amendment, suspension, or termination of the Plan shall,
without the consent of the Grantee, alter or impair rights or obligations under
any Award theretofore awarded under the Plan.


                                     - 26 -
<PAGE>


22.     EFFECT OF CHANGES IN CAPITALIZATION

        22.1. CHANGES IN STOCK.

        If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company occurring after the Effective Date, the
number and kinds of shares for which grants of Options and other Awards may be
made under the Plan shall be adjusted proportionately and accordingly by the
Company. In addition, the number and kind of shares for which Awards are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the Grantee immediately following such event shall, to
the extent practicable, be the same as immediately before such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares that are subject to the unexercised portion of an
Option outstanding but shall include a corresponding proportionate adjustment in
the Option Price per share. The conversion of any convertible securities of the
Company shall not be treated as an increase in shares effected without receipt
of consideration.

        22.2. REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING ENTITY AND IN
              WHICH NO CHANGE IN CONTROL OCCURS.

        Subject to SECTION 22.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities in which no Change in Control Occurs, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement evidencing an Award, any
restrictions applicable to such Award shall apply as well to any replacement
shares received by the Grantee as a result of the reorganization, merger or
consolidation.

        22.3. REORGANIZATION, SALE OF ASSETS OR SALE OF STOCK WHICH INVOLVES A
              CHANGE IN CONTROL.

              (a) Subject to SECTION 22.3(b), upon the dissolution or
liquidation of the Company or upon any transaction that results in a Change in
Control, (i) all outstanding shares subject to Awards shall be deemed to have
vested, and all


                                     - 27 -
<PAGE>


restrictions and conditions applicable to such shares subject to Awards shall be
deemed to have lapsed, immediately prior to the occurrence of such event, and
(ii) all Options outstanding hereunder shall become immediately exercisable for
a period of fifteen days immediately prior to the scheduled consummation of the
event. Any exercise of an Option during such fifteen-day period shall be
conditioned upon the consummation of the event and shall be effective only
immediately before the consummation of the event. Upon consummation of any such
event, the Plan and all outstanding but unexercised Options shall terminate. The
Board shall send written notice of an event that will result in such a
termination to all individuals who hold Options not later than the time at which
the Company gives notice thereof to its shareholders.

              (b) SECTION 22.3(a) shall not apply to the extent provision is
made in writing in connection with a transaction described in SECTION 22.3(a)
for the assumption of such Options theretofore granted, or for the substitution
for such Options of new options covering the stock of a successor entity, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares or units and exercise prices, in which event the Plan and
Options theretofore granted shall continue in the manner and under the terms so
provided.

        22.4. ADJUSTMENTS.

        Adjustments under this SECTION 22 related to shares of Stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. No fractional shares or
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share.

        22.5. NO LIMITATIONS ON COMPANY.

        The making of Awards pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.

23.     POOLING

        In the event any provision of the Plan or the Award Agreement would
prevent the use of pooling of interests accounting in a corporate transaction
involving the Company and such transaction is contingent upon pooling of
interests accounting, then that provision shall be deemed amended or revoked to
the extent required to preserve such pooling of interests. The Company may
require in an Award Agreement that a Grantee who receives an Award under the
Plan shall, upon


                                     - 28 -
<PAGE>


advice from the Company, take (or refrain from taking, as appropriate) all
actions necessary or desirable to ensure that pooling of interests accounting is
available.

24.     DISCLAIMER OF RIGHTS

        No provision in the Plan or in any Award or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company. In addition, notwithstanding anything contained in the Plan to the
contrary, unless otherwise stated in the applicable Award Agreement, no Award
granted under the Plan shall be affected by any change of duties or position of
the Grantee, so long as such Grantee continues to be a director, officer,
consultant or employee of the Company or an affiliate. The obligation of the
Company to pay any benefits pursuant to this Plan shall be interpreted as a
contractual obligation to pay only those amounts described herein, in the manner
and under the conditions prescribed herein. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
Grantee or beneficiary under the terms of the Plan. No Grantee shall have any of
the rights of a shareholder with respect to the shares of Stock subject to an
Option except to the extent the certificates for such shares of Stock shall have
been issued upon the exercise of the Option.

25.     NONEXCLUSIVITY OF THE PLAN

        Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

26.     WITHHOLDING TAXES

        The Company or an affiliate, as the case may be, shall have the right to
deduct from payments of any kind otherwise due to a Grantee any Federal, state,
or local taxes of any kind required by law to be withheld with respect to the
vesting of or other lapse of restrictions applicable to an Award or upon the
issuance of any shares of Stock upon the exercise of an Option or pursuant to an
Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to
the Company or the affiliate, as the case may be, any amount that the Company or
the affiliate may reasonably determine to be necessary to satisfy such
withholding obligation. Subject to the prior


                                     - 29 -
<PAGE>


approval of the Company or the affiliate, which may be withheld by the Company
or the affiliate, as the case may be, in its sole discretion, the Grantee may
elect to satisfy such obligations, in whole or in part, (i) by causing the
Company or the affiliate to withhold shares of Stock otherwise issuable to the
Grantee or (ii) by delivering to the Company or the affiliate shares of Stock
already owned by the Grantee. The shares of Stock so delivered or withheld shall
have an aggregate Fair Market Value equal to such withholding obligations. The
Fair Market Value of the shares of Stock used to satisfy such withholding
obligation shall be determined by the Company or the affiliate as of the date
that the amount of tax to be withheld is to be determined. A Grantee who has
made an election pursuant to this SECTION 26 may satisfy his or her withholding
obligation only with shares of Stock that are not subject to any repurchase,
forfeiture, unfulfilled vesting, or other similar requirements.

27.     CAPTIONS

        The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

28.     OTHER PROVISIONS

        Each Award granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

29.     NUMBER AND GENDER

        With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.

30.     SEVERABILITY

        If any provision of the Plan or any Award Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

31.     GOVERNING LAW

        The validity and construction of this Plan and the instruments
evidencing the Awards granted hereunder shall be governed by the laws of the
State of Delaware (without giving effect to the choice of law provisions
thereof).

                                      * * *


                                     - 30 -
<PAGE>


        The Plan was duly adopted and approved by the Board of Directors of the
Company as of the 17th day of February, 2000.

                                                       /s/ Nicholas J. Costanza
                                                       -------------------------
                                                       Nicholas J. Costanza
                                                       Secretary


        The Plan was duly approved by the stockholders of the Company on the
___day of ____________, 2000.


                                                       /s/ Nicholas J. Costanza
                                                       -------------------------
                                                       Nicholas J. Costanza
                                                       Secretary


                                     - 31 -