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                                                                 EXHIBIT 10.6


                           TUMBLEWEED COMMUNICATIONS CORP.

                                    2000 NSO
                              INCENTIVE STOCK PLAN

Section 1.  GENERAL PURPOSE OF PLAN; DEFINITIONS.

              The name of this plan is the Tumbleweed Communications Corp.
2000 NSO Incentive Stock Plan (the "Plan").  The Plan was adopted by the
Board (defined below) on July 10, 2000 (the "Effective Date").  The purpose
of the Plan is to enable the Company to attract and retain highly qualified
personnel who will contribute to the Company's success and to provide
incentives to Participants (defined below) that are linked directly to
increases in stockholder value and will therefore inure to the benefit of all
stockholders of the Company.  This Plan is intended to qualify as a "broadly
based" plan for purposes of the shareholder approval rules promulgated by the
NASD (defined below).

              For purposes of the Plan, the following terms shall be defined as
set forth below:

              (1)  "ADMINISTRATOR" means the Board, or if and to the extent the
Board does not administer the Plan, the Committee in accordance with Section 2
below.

              (2)  "BOARD" means the Board of Directors of the Company.

              (3)  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.

              (4)  "COMMITTEE" means any committee the Board may appoint to
administer the Plan.  To the extent necessary and desirable, the Committee shall
be composed entirely of individuals who meet the qualifications referred to in
Rule 16b-3 under the Exchange Act.  If at any time or to any extent the Board
shall not

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administer the Plan, then the functions of the Board specified in the Plan shall
be exercised by the Committee.

              (5)  "COMPANY" means Tumbleweed Communications Corp., a Delaware
corporation (or any successor corporation).

              (6)  "DEFERRED STOCK" means the right to receive Stock at the end
of a specified deferral period granted pursuant to Section 7 below.

              (7)  "DISABILITY" means the inability of a Participant to perform
substantially his or her duties and responsibilities to the Company or to any
Parent or Subsidiary by reason of a physical or mental disability or infirmity
(i) for a continuous period of six months, or (ii) at such earlier time as the
Participant submits medical evidence satisfactory to the Administrator that the
Participant has a physical or mental disability or infirmity that will likely
prevent the Participant from returning to the performance of the Participant's
work duties for six months or longer.  The date of such Disability shall be the
last day of such six-month period or the day on which the Participant submits
such satisfactory medical evidence, as the case may be.

              (8)  "ELIGIBLE RECIPIENT" means (i) an employee, consultant or
advisor  of the Company or of any Parent or Subsidiary (other than any officer
or director of the Company or of any Parent or Subsidiary) or (ii) an individual
who becomes an officer or director of the Company or of any Parent or Subsidiary
following the Effective Date.

              (9)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.

              (10)  "FAIR MARKET VALUE" means, as of any given date, with
respect to any awards granted hereunder, (A) if the Stock is publicly traded,
the closing sale price of a share of Stock, (B) the fair market value of a share
of Stock as determined in accordance with a method prescribed in the agreement
evidencing any award hereunder or (C) the fair market value of a share of Stock
as otherwise determined by the Administrator in the good faith exercise of its
discretion.

              (11)  "NASD" means the National Association of Securities Dealers,
Inc.


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              (12)  "PARENT" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing 50% or
more of the combined voting power of all classes of stock in one of the other
corporations in the chain.

              (13)  "PARTICIPANT" means any Eligible Recipient selected by the
Administrator, pursuant to the Administrator's authority in Section 2 below, to
receive grants of Stock Options, Stock Appreciation Rights, awards of Restricted
Stock, Deferred Stock, or Performance Shares or any combination of the
foregoing.

              (14)  "PERFORMANCE SHARES" means shares of Stock that are subject
to restrictions based upon the attainment of specified performance objectives
granted pursuant to Section 7 below.

              (15)  "RESTRICTED STOCK" means shares of Stock subject to certain
restrictions granted pursuant to Section 7 below.

              (16)  "STOCK" means the common stock, par value $0.001 per share,
of the Company.

              (17)  "STOCK APPRECIATION RIGHT" means the right pursuant to an
award granted under Section 6 below to receive an amount equal to the excess, if
any, of (A) the Fair Market Value, as of the date such Stock Appreciation Right
or portion thereof is surrendered, of the shares of Stock covered by such right
or such portion thereof, over (B) the aggregate exercise price of such right or
such portion thereof.

              (18)  "STOCK OPTION" means an option to purchase shares of Stock
granted pursuant to Section 5.

              (19)  "SUBSIDIARY" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.


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Section 2.  ADMINISTRATION.

              To the extent necessary and desirable, the Plan shall be
administered in accordance with the requirements of Rule 16b-3 under the
Exchange Act ("Rule 16b-3") by the Board or, at the Board's sole discretion, by
the Committee, which shall be appointed by the Board, and which shall serve at
the pleasure of the Board.

              Pursuant to the terms of the Plan, the Administrator shall have
the power and authority to grant to Eligible Recipients pursuant to the terms of
the Plan:  (a) Stock Options, (b) Stock Appreciation Rights, (c) awards of
Restricted Stock, Deferred Stock or Performance Shares or (d) any combination of
the foregoing.  In particular, the Administrator shall have the authority:

                     (a)  to select those Eligible Recipients who shall be
Participants;

                     (b)  to determine whether and to what extent Stock Options,
Stock Appreciation Rights, awards of Restricted Stock, Deferred Stock or
Performance Shares or a combination of any of the foregoing, are to be granted
hereunder to Participants;

                     (c)  to determine the number of shares of Stock to be
covered by each award granted hereunder;

                     (d)  to determine the terms and conditions, not
inconsistent with the terms of the Plan, of each award granted hereunder
(including, but not limited to, (x) the restrictions applicable to awards of
Restricted Stock or Deferred Stock and the conditions under which restrictions
applicable to such awards of Restricted Stock or Deferred Stock shall lapse, and
(y) the performance goals and periods applicable to awards of Performance
Shares);

                     (e)  to determine the terms and conditions, not
inconsistent with the terms of the Plan, which shall govern all written
instruments evidencing Stock Options, Stock Appreciation Rights, awards of
Restricted Stock, Deferred Stock or Performance Shares or any combination of the
foregoing granted hereunder; and


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                     (f)  to reduce the option price of any Stock Option to the
then current Fair Market Value if the Fair Market Value of the Stock covered by
such Stock Option has declined since the date such Stock Option was granted.

              The Administrator shall have the authority, in its sole
discretion, to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall from time to time deem advisable; to
interpret the terms and provisions of the Plan and any award issued under the
Plan (and any agreements relating thereto); and to otherwise supervise the
administration of the Plan.

              All decisions made by the Administrator pursuant to the provisions
of the Plan shall be final, conclusive and binding on all persons, including,
but not limited to the Company and the Participants.

Section 3.  STOCK SUBJECT TO PLAN.

              The total number of shares of Stock reserved and available for
issuance under the Plan shall be 500,000 shares.  Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.  To the
extent that (i) a Stock Option expires or is otherwise terminated without being
exercised, or (ii) any shares of Stock subject to any award of Restricted Stock,
Deferred Stock or Performance Shares granted hereunder are forfeited, such
shares of Stock shall again be available for issuance in connection with future
awards granted under the Plan.  If any shares of Stock have been pledged as
collateral for indebtedness incurred by a Participant in connection with the
exercise of a Stock Option and such shares of Stock are returned to the Company
in satisfaction of such indebtedness, such shares of Stock shall again be
available for issuance in connection with future awards granted under the Plan.

              In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Stock, an equitable substitution or proportionate adjustment shall
be made in (i) the aggregate number of shares of Stock reserved for issuance
under the Plan, (ii) the kind, number and option price of shares of Stock
subject to outstanding Stock Options granted under the Plan, and (iii) the kind,
number and purchase price of shares of Stock subject to outstanding awards of
Restricted Stock, Deferred Stock and Performance Shares granted under the Plan,
in each case as may be determined


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by the Administrator, in its sole discretion.  Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole
discretion.  An adjusted option price shall also be used to determine the amount
payable by the Company upon the exercise of any Stock Appreciation Right related
to any Stock Option.  In connection with any event described in this paragraph,
the Administrator may provide, in its sole discretion, for the cancellation of
any outstanding awards and payment in cash or other property therefor.

Section 4.  ELIGIBILITY.

              Eligible Recipients shall be eligible to be granted Stock Options,
Stock Appreciation Rights, awards of Restricted Stock, Deferred Stock or
Performance Shares or any combination of the foregoing hereunder.  The
Participants under the Plan shall be selected from time to time by the
Administrator, in its sole discretion, from among the Eligible Recipients, and
the Administrator shall determine, in its sole discretion, the number of shares
of Stock covered by each such award.

Section 5.  STOCK OPTIONS.

              Stock Options may be granted alone or in addition to other awards
granted under the Plan.  Any Stock Option granted under the Plan shall be in
such form as the Administrator may from time to time approve, and the provisions
of Stock Option awards need not be the same with respect to each Participant.
Participants who are granted Stock Options shall enter into a subscription
and/or award agreement with the Company, in such form as the Administrator shall
determine, which agreement shall set forth, among other things, the option price
of the Stock Option, the term of the Stock Option and provisions regarding
exercisability of the Stock Option granted thereunder.

              The Stock Options granted under the Plan are not intended to
qualify as "incentive stock options" within the meaning of Section 422 of the
Code.

              The Administrator shall have the authority to grant to any officer
or employee of the Company or of any Parent or Subsidiary (including directors
who are also officers of the Company) Stock Options (with or without Stock
Apprecia-


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tion Rights).  More than one Stock Option may be granted to the same Participant
and be outstanding concurrently hereunder.

              Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable:

              (1)  OPTION PRICE.  The option price per share of Stock
purchasable under a Stock Option shall be determined by the Administrator in its
sole discretion at the time of grant but shall not be less than the par value of
the Stock on such date.

              (2)  OPTION TERM.  The term of each Stock Option shall be fixed by
the Administrator.

              (3)  EXERCISABILITY.  Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Administrator at or after the time of grant.  The Administrator may provide
at the time of grant, in its sole discretion, that any Stock Option shall be
exercisable only in installments, and the Administrator may waive such
installment exercise provisions at any time, in whole or in part, based on such
factors as the Administrator may determine, in its sole discretion, including
but not limited to in connection with any change of control.

              (4)  METHOD OF EXERCISE.  Subject to paragraph (3) of this Section
5, Stock Options may be exercised in whole or in part at any time during the
option period, by giving written notice of exercise to the Company specifying
the number of shares of Stock to be purchased, accompanied by payment in full of
the purchase price in cash or its equivalent, as determined by the
Administrator.  As determined by the Administrator, in its sole discretion,
payment in whole or in part may also be made (i) by means of any cashless
exercise procedure approved by the Administrator, (ii) in the form of
unrestricted Stock already owned by the Participant which, (x) in the case of
unrestricted Stock acquired upon exercise of an option, have been owned by the
Participant for more than six months on the date of surrender, and (y) has a
Fair Market Value on the date of surrender equal to the aggregate option price
of the Stock as to which such Stock Option shall be exercised, or (iii) in the
case of the exercise of a Stock Option, in the form of Re-


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stricted Stock or Performance Shares subject to an award hereunder (based, in
each case, on the Fair Market Value of the Stock on the date the Stock Option is
exercised).  If payment of the option price of a Stock Option is made in whole
or in part in the form of Restricted Stock or Performance Shares, the shares of
Stock received upon the exercise of such Stock Option shall be restricted in
accordance with the original terms of the Restricted Stock award or Performance
Shares award in question, except that the Administrator may direct that such
restrictions shall apply only to that number of shares of Stock equal to the
number of shares surrendered upon the exercise of such Stock Option.  A
Participant shall generally have the rights to dividends and any other rights of
a stockholder with respect to the Stock subject to the Stock Option only after
the Participant has given written notice of exercise, has paid in full for such
shares, and, if requested, has given the representation described in paragraph
(2) of Section 10 below.

              The Administrator may require the surrender of all or a portion of
any Stock Option granted under the Plan as a condition precedent to the grant of
a new Stock Option.  Subject to the provisions of the Plan, such new Stock
Option shall be exercisable at the price, during such period and on such other
terms and conditions as are specified by the Administrator at the time the new
Stock Option is granted. Upon their surrender, Stock Options shall be canceled
and the shares of Stock previously subject to such canceled Stock Options shall
again be available for future grants of Stock Options and other awards
hereunder.

              (5)  LOANS.  The Company or any Parent or Subsidiary may make
loans available to Stock Option holders in connection with the exercise of
outstanding Stock Options, as the Administrator, in its sole discretion, may
determine.  Such loans shall (i) be evidenced by promissory notes entered into
by the Stock Option holders in favor of the Company or any Parent or Subsidiary,
(ii) be subject to the terms and conditions set forth in this Section 5(5) and
such other terms and conditions, not inconsistent with the Plan, as the
Administrator shall determine, (iii) bear interest at the applicable Federal
interest rate or such other rate as the Administrator shall determine, and (iv)
be subject to Board approval (or to approval by the Administrator to the extent
the Board may delegate such authority).  In no event may the principal amount of
any such loan exceed the sum of (x) the aggregate option price less the par
value (if any) of the shares of Stock covered by the Stock Option, or portion
thereof, exercised by the holder, and (y) any Federal, state, and local income
tax attributable to such exercise.  The initial term of the loan, the schedule
of payments of principal and interest under the loan,


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the extent to which the loan is to be with or without recourse against the
holder with respect to principal and/or interest and the conditions upon which
the loan will become payable in the event of the holder's termination of service
to the Company or to any Parent or Subsidiary shall be determined by the
Administrator.  Unless the Administrator determines otherwise, when a loan is
made, shares of Stock having a Fair Market Value at least equal to the principal
amount of the loan shall be pledged by the holder to the Company as security for
payment of the unpaid balance of the loan, and such pledge shall be evidenced by
a pledge agreement, the terms of which shall be determined by the Administrator,
in its sole discretion; PROVIDED, HOWEVER, that each loan shall comply with all
applicable laws, regulations and rules of the Board of Governors of the Federal
Reserve System and any other governmental agency having jurisdiction.

              (6)  NON-TRANSFERABILITY OF STOCK OPTIONS.  Except under the laws
of descent and distribution, unless otherwise determined by the Administrator,
the optionee shall not be permitted to sell, transfer, pledge or assign any
Stock Option, and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee; PROVIDED, HOWEVER, that the optionee shall be
permitted to transfer one or more Stock Options to a trust controlled by the
optionee during the optionee's lifetime for estate planning purposes.


              (7)  TERMINATION OF EMPLOYMENT OR SERVICE.  If a Participant's
employment with or service as a director, consultant or advisor to the Company
or to any Parent or Subsidiary terminates by reason of his or her death,
Disability or for any other reason, the Stock Option may thereafter be exercised
to the extent provided in the agreement evidencing such Stock Option, or as
otherwise determined by the Administrator following termination of employment.

Section 6.  STOCK APPRECIATION RIGHTS.

              Stock Appreciation Rights may be granted either alone ("Free
Standing Rights") or in conjunction with all or part of any Stock Option granted
under the Plan ("Related Rights").  Related Rights may be granted either at or
after the time of the grant of the Stock Option.  The Administrator shall
determine the Eligible Recipients to whom, and the time or times at which,
grants of Stock Appreciation Rights shall be made; the number of shares of Stock
to be awarded, the exercise price, and all other conditions of Stock
Appreciation Rights.  The



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provisions of Stock Appreciation Rights need not be the same with respect to
each Participant.

              Stock Appreciation Rights granted under the Plan shall be subject
to   the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable:

              (1)  AWARDS. The prospective recipient of a Stock Appreciation
Right shall not have any rights with respect to such award, unless and until
such recipient has executed an agreement evidencing the award (a "Stock
Appreciation Right Agreement") and delivered a fully executed copy thereof to
the Company, within a period of sixty days (or such other period as the
Administrator may specify) after the award date.  Participants who are granted
Stock Appreciation Rights shall have no rights as stockholders of the Company
with respect to the grant or exercise of such rights.

              (2)  EXERCISABILITY.

                     (a)  Stock Appreciation Rights that are Free Standing
Rights ("Free Standing Stock Appreciation Rights") shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Administrator at or after grant; PROVIDED, HOWEVER, that no Free Standing
Stock Appreciation Right shall be exercisable during the first six months of its
term, except that this additional limitation shall not apply in the event of a
Participant's death or Disability prior to the expiration of such six-month
period.

                     (b)  Stock Appreciation Rights that are Related Rights
("Related Stock Appreciation Rights") shall be exercisable only at such time or
times and to the extent that the Stock Options to which they relate shall be
exercisable in accordance with the provisions of Section 5 above and this
Section 6 of the Plan; PROVIDED, HOWEVER, that no Related Stock Appreciation
Right shall be exercisable during the first six months of its term, except that
this additional limitation shall not apply in the event of a Participant's death
or Disability prior to the expiration of such six-month period.

              (3)  PAYMENT UPON EXERCISE.


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                     (a)  Upon the exercise of a Free Standing Stock
Appreciation Right, the Participant shall be entitled to receive up to, but not
more than, an amount in cash or that number of shares of Stock (or any
combination of cash and shares of Stock) equal in value to the excess of the
Fair Market Value of one share of Stock as of the date of exercise over the
price per share specified in the Free Standing Stock Appreciation Right (which
price shall be no less than 100% of the Fair Market Value of the Stock on the
date of grant) multiplied by the number of shares of Stock in respect of which
the Free Standing Stock Appreciation Right is being exercised, with the
Administrator having the right to determine the form of payment.

                     (b)  A Related Right may be exercised by a Participant by
surrendering the applicable portion of the related Stock Option.  Upon such
exercise and surrender, the Participant shall be entitled to receive up to, but
not more than, an amount in cash or that number of shares of Stock (or any
combination of cash and shares of Stock) equal in value to the excess of the
Fair Market Value of one share of Stock as of the date of exercise over the
option price per share specified in the related Stock Option multiplied by the
number of shares of Stock in respect of which the Related Stock Appreciation
Right is being exercised, with the Administrator having the right to determine
the form of payment.  Stock Options which have been so surrendered, in whole or
in part, shall no longer be exercisable to the extent the Related Rights have
been so exercised.

              (4)  NON-TRANSFERABILITY.

                     (a)  Free Standing Stock Appreciation Rights shall be
transferable only when and to the extent that a Stock Option would be
transferable under paragraph (6) of Section 5 of the Plan.

                     (b)  Related Stock Appreciation Rights shall be
transferable only when and to the extent that the underlying Stock Option would
be transferable under paragraph (6) of Section 5 of the Plan.

              (5)  TERMINATION OF EMPLOYMENT OR SERVICE

                     (a)  In the event of the termination of employment or
service of a Participant who has been granted one or more Free Standing Stock
Appreciation Rights, such rights shall be exercisable at such time or times and
subject to


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such terms and conditions as shall be determined by the Administrator at or
after grant.

                     (b)  In the event of the termination of employment or
service of a Participant who has been granted one or more Related Stock
Appreciation Rights, such rights shall be exercisable at such time or times and
subject to such terms and conditions as set forth in the related Stock Options.

              (6)  TERM.

                     (a)  The term of each Free Standing Stock Appreciation
Right shall be fixed by the Administrator, but no Free Standing Stock
Appreciation Right shall be exercisable more than ten years after the date such
right is granted.

                     (b)  The term of each Related Stock Appreciation Right
shall be the term of the Stock Option to which it relates, but no Related Stock
Appreciation Right shall be exercisable more than ten years after the date such
right is granted.


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Section 7.  RESTRICTED STOCK, DEFERRED STOCK AND PERFORMANCE SHARES.

              Awards of Restricted Stock, Deferred Stock or Performance Shares
may be issued either alone or in addition to other awards granted under the
Plan.  The Administrator shall determine the Eligible Recipients to whom, and
the time or times at which, awards of Restricted Stock, Deferred Stock or
Performance Shares shall be made; the number of shares to be awarded; the price,
if any, to be paid by the Participant for the acquisition of Restricted Stock,
Deferred Stock or Performance Shares; the Restricted Period (as defined in
paragraph (2) of this Section 7) applicable to awards of Restricted Stock or
Deferred Stock; the performance objectives applicable to awards of Deferred
Stock or Performance Shares; and all other conditions of the awards of
Restricted Stock, Deferred Stock and Performance Shares.  The Administrator may
also condition the grant of the award of Restricted Stock, Deferred Stock or
Performance Shares upon the exercise of Stock Options, or upon such other
criteria as the Administrator may determine, in its sole discretion.  The
provisions of the awards of Restricted Stock, Deferred Stock or Performance
Shares need not be the same with respect to each Participant.  In the sole
discretion of the Administrator, loans may be made to Participants in connection
with the purchase of Restricted Stock under substantially the same terms and
conditions as provided in paragraph (5) of Section 5 of the Plan with respect to
the exercise of Stock Options.

              (1)  AWARDS AND CERTIFICATES.  The prospective recipient of awards
of  Restricted Stock, Deferred Stock or Performance Shares shall not have any
rights with respect to any such award, unless and until such recipient has
executed an agreement evidencing the award (a "Restricted Stock Award
Agreement," "Deferred Stock Award Agreement" or "Performance Shares Award
Agreement," as appropriate) and delivered a fully executed copy thereof to the
Company, within a period of sixty days (or such other period as the
Administrator may specify) after the award date.  Except as otherwise provided
below in this Section 7(2), (i) each Participant who is granted an award of
Restricted Stock or Performance Shares shall be issued a stock certificate in
respect of such shares of Restricted Stock or Performance Shares; and (ii) such
certificate shall be registered in the name of the Participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to any such award.

              The Company may require that the stock certificates evidencing
Restricted Stock or Performance Shares granted hereunder be held in the custody


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of the Company until the restrictions thereon shall have lapsed, and that, as a
condition of any award of Restricted Stock or Performance Shares, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Stock covered by such award.

              With respect to awards of Deferred Stock, at the expiration of the
Restricted Period, stock certificates in respect of such shares of Deferred
Stock shall be delivered to the Participant, or his legal representative, in a
number equal to the number of shares of Stock covered by the Deferred Stock
award.

              (2)  RESTRICTIONS AND CONDITIONS.  The awards of Restricted Stock,
Deferred Stock and Performance Shares granted pursuant to this Section 7 shall
be subject to the following restrictions and conditions:

                     (a)  Subject to the provisions of the Plan and the
Restricted Stock Award Agreement, Deferred Stock Award Agreement or Performance
Shares Award Agreement, as appropriate, governing any such award, during such
period as may be set by the Administrator commencing on the date of grant (the
"Restricted Period"), the Participant shall not be permitted to sell, transfer,
pledge or assign shares of Restricted Stock, Deferred Stock or Performance
Shares awarded under the Plan; PROVIDED, HOWEVER, that the Administrator may, in
its sole discretion, provide for the lapse of such restrictions in installments
and may accelerate or waive such restrictions in whole or in part based on such
factors and such circumstances as the Administrator may determine, in its sole
discretion, including, but not limited to, the attainment of certain performance
related goals, the Participant's termination of employment or service as a
director, consultant or advisor to the Company or any Parent or Subsidiary, the
Participant's death or Disability.  If the performance goals and other
restrictions are not attained, the participant will forfeit his or her shares of
restricted stock, deferred stock and/or performance shares.

                     (a)  Except as provided in paragraph (2)(a) of this Section
7, the Participant shall generally have the rights of a stockholder of the
Company with respect to Restricted Stock or Performance Shares during the
Restricted Period.  The Participant shall generally not have the rights of a
stockholder with respect to Stock subject to awards of Deferred Stock during the
Restricted Period; PROVIDED, HOWEVER, that dividends declared during the
Restricted Period with respect to the number of shares of Stock covered by
Deferred Stock shall be paid


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to the Participant.  Certificates for shares of unrestricted Stock shall be
delivered to the Participant promptly after, and only after, the Restricted
Period shall expire without forfeiture in respect of such awards of  Restricted
Stock, Deferred Stock or Performance Shares except as the Administrator, in its
sole discretion, shall otherwise determine.

                     (b)  The rights of Participants granted awards of
Restricted Stock, Deferred Stock or Performance Shares upon termination of
employment or service as a director, consultant or advisor to the Company or to
any Parent or Subsidiary terminates for any reason during the Restricted Period
shall be set forth in the Restricted Stock Award Agreement, Deferred Stock Award
Agreement or Performance Shares Award Agreement, as appropriate, governing such
awards.

Section 8.  AMENDMENT AND TERMINATION.

              The Board may amend, alter or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made that would impair the
rights of a Participant under any award theretofore granted without such
Participant's consent.

              The Administrator may amend the terms of any award theretofore
granted, prospectively or retroactively, but, subject to Section 3 of Plan, no
such amendment shall impair the rights of any Participant without his or her
consent.

Section 9.  UNFUNDED STATUS OF PLAN.

              The Plan is intended to constitute an "unfunded" plan for
incentive compensation.  With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company.


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Section 10.  GENERAL PROVISIONS.

              (1)  Shares of Stock shall not be issued pursuant to the exercise
of any award granted hereunder unless the exercise of such award and the
issuance and delivery of such shares of Stock pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act and the requirements of any stock
exchange upon which the Stock may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

              (2)  The Administrator may require each person acquiring shares of
Stock hereunder to represent to and agree with the Company in writing that such
person is acquiring the shares of Stock without a view to distribution thereof.
The certificates for such shares of Stock may include any legend which the
Administrator deems appropriate to reflect any restrictions on transfer.

              All certificates for shares of Stock delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Administrator may cause a legend or legends to be placed on any
such certificates to make appropriate reference to such restrictions.

              (3)  Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval, if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.  The adoption of the
Plan shall not confer upon any Eligible Recipient any right to continued
employment or service with the Company or any Parent or Subsidiary, as the case
may be, nor shall it interfere in any way with the right of the Company or any
Parent or Subsidiary to terminate the employment or service of any of its
Eligible Recipients at any time.

              (4)  Each Participant shall, no later than the date as of which
the value of an award first becomes includible in the gross income of the
Participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Administrator regarding payment of, any
Federal, state, or local


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taxes of any kind required by law to be withheld with respect to such award.
The obligations of the Company under the Plan shall be conditional on the making
of such payments or arrangements, and the Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant.

              (5)  No member of the Board or the Administrator, nor any officer
or employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

Section 11.  TERM OF PLAN.

              No Stock Option, Stock Appreciation Right, or award of Restricted
Stock, Deferred Stock or Performance Shares shall be granted pursuant to the
Plan on or after the tenth anniversary of the Effective Date, but awards
theretofore granted may extend beyond that date.









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