Exhibit A

                                  TOPTEAM, INC.

                              AMENDED AND RESTATED
                                 1999 STOCK PLAN

<PAGE>

                                  TOPTEAM, INC.

                              AMENDED AND RESTATED
                                 1999 STOCK PLAN


                                TABLE OF CONTENTS

SECTION                                                                    PAGE

1.       Purpose and Amendment...............................................2

2.       Definitions.........................................................2

3.       Shares Subject to the Plan..........................................4

4.       Grant of Awards and Award Agreements................................5

5.       Stock Options.......................................................5

6.       Performance Units...................................................6

7.       Restricted Stock....................................................7

8.       Deferred Stock......................................................9

9.       Certificates for Awards of Stock....................................9

10.      Beneficiary........................................................10

11.      Administration of the Plan.........................................11

12.      Amendment or Discontinuance........................................12

13.      Adjustments in Event of Change in
           Common Stock.....................................................12

14.      Change in Control..................................................12

15.      Miscellaneous......................................................12

<PAGE>

                                  TOPTEAM, INC.
                                 1999 STOCK PLAN
           EFFECTIVE DATE: JULY 23, 1999, AS AMENDED FEBRUARY 7, 2000

1.       PURPOSE AND AMENDMENT

         The TopTeam, Inc. 1999 Stock Plan has been adopted for the purpose of
attracting and retaining persons of ability as directors, employees or
consultants or advisors of TopTeam, Inc., a Delaware corporation, and its
subsidiaries (the "Company"), motivate and reward good performance, encourage
such employees to continue to exert their best efforts on behalf of the Company
and its subsidiaries and provide opportunities for stock ownership by such
employees in order to increase their proprietary interest in the Company by
providing incentive awards to Key Employees (as hereinafter defined), whose
responsibilities and decisions directly affect the performance of the Company
and its subsidiaries. Such incentive awards may, in the discretion of the Board
or Committee, consist of common stock of the Company (subject to such
restrictions as the Board or Committee may determine or as provided herein),
performance units payable in such stock or cash, or incentive or nonqualified
stock options to purchase such stock, or any combination of the foregoing, all
as the Board or Committee may determine.

2.       DEFINITIONS

         When used herein, the following terms shall have the following
meanings:

         "Award" means an award granted to any Eligible Participant or Key
Employee in accordance with the provisions of the Plan in the form of Options,
Restricted Stock, Deferred Stock or Performance Units, or any combination of the
foregoing.

         "Beneficiary" means the beneficiary or beneficiaries designated
pursuant to Section 11 to receive the amount, if any, payable under the Plan
upon the death of an Eligible Participant or Key Employee.

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

         "Change in Control" means the happening of any of the following:

                  (A)  the purchase by any person, group, corporation or other
         entity (other than the Company, a wholly-owned subsidiary of the
         Company), directly or indirectly, of 20 percent or more of the
         outstanding voting stock of the Company without the prior written
         consent of the Board of Directors of the Company;

                  (B)  approval by the stockholders of the Company of any (i)
         consolidation or merger of the Company in which the Company is not the
         continuing or surviving corporation or pursuant to which shares of
         stock of the Company would be converted into cash, securities or other
         property, other than a consolidation or merger of the Company in which
         holders of its common stock immediately prior to the consolidation or
         merger have substantially the same proportionate ownership of common
         stock of the surviving corporation immediately after the consolidation
         or merger as immediately before, or (ii) sale, lease, exchange or other
         transfer (in one transaction or a series of related transactions) of
         all or substantially all the assets of the Company; or

                                        2
<PAGE>


                  (C)  a change in the majority of the members of the Board of
         Directors (which shall include at least three (3) directors) within a
         12-month period unless the election or nomination for election by the
         Company's stockholders of each new director was approved by the vote of
         two-thirds of the directors then still in office who were in office at
         the beginning of the 12-month period.

         "Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)

         "Committee" means a committee selected by a majority of the members of
the Board consisting of not less than three (3) members. If such committee fails
to be properly constituted, the Board shall function as and in place of the
Committee.

         "Company" means TopTeam, Inc. and its successors and assigns.

         "Deferred Stock" means Stock credited to an Eligible Participant or Key
Employee under the Plan subject to the requirements of Section 8 and such other
restrictions as the Committee deems appropriate or desirable.

         "Eligible Participant(s)" shall mean directors, officers, Key Employees
of the Company and its subsidiaries, consultants, advisors and other persons who
may not otherwise be eligible to receive qualified incentive stock options under
Section 422 of the Code.

         "Fair Market Value" means, as of any date, (i) the closing price of the
Company's Common Stock as reported by the OTC Bulletin Board, the Nasdaq
National Market, the Nasdaq Small Cap Market, the American Stock Exchange or any
national stock exchange on which the Stock is listed (a "Trading Exchange"), if
applicable, or, if no sales of Stock have taken place on such date, the closing
price on the most recent preceding date on which selling prices were quoted;
PROVIDED, HOWEVER, that at the time of grant of any Award other than an
incentive stock option, the Committee, in its sole discretion, may elect to
determine Fair Market Value for all purposes under the Plan with respect to such
Award, based on the average of the closing prices, as of the date of
determination and a period of up to twenty (20) trading days immediately
preceding such date or (ii) in the event that no shares of Stock are then listed
or admitted to trade on any Trading Exchange, then the Committee may in its
reasonable discretion determine the Fair Market Value of the Company's Common
Stock.

         "Key Employee" means an officer or other key employee of any
Participating Company who, in the judgment of the Committee, is responsible for
or contributes to the management, growth or profitability of the business of any
Participating Company.

                                        3
<PAGE>

         "Option" means an option to purchase Stock, including Restricted Stock
or Deferred Stock, if the Committee so determines, subject to the applicable
provisions of Section 5 and awarded in accordance with the terms of the Plan and
which may be an incentive stock option qualified under Section 422 of the Code
or a nonqualified stock option.

         "Participating Company" means the Company or any subsidiary or other
affiliate of the Company; PROVIDED, HOWEVER, for incentive stock options only,
"Participating Company" means the Company or any corporation which at the time
such option is granted under the Plan qualifies as a subsidiary of the Company
under the definition of "subsidiary corporation" contained in Section 425(f) of
the Code.

         "Non-Employee Director" shall mean each such person who is a member of
the Board of Directors of the Company but who is not a full-time employee of the
Company.

         "Performance Unit" means a performance unit subject to the requirements
of Section 6 and awarded in accordance with the terms of the Plan.

         "Plan" means the TopTeam, Inc. 1999 Stock Plan, as the same may be
amended, administered or interpreted from time to time.

         "Restricted Stock" means Stock delivered under the Plan subject to the
requirements of Section 7 and such other restrictions as the Committee deems
appropriate or desirable.

         "Stock" means the $.001 par value common stock of the Company.

         "Total Disability" means the complete and permanent inability of an
Eligible Participant or Key Employee to perform all of his or her duties under
the terms of his or her employment, service or contractual arrangement, with any
Participating Company, as determined by the Committee upon the basis of such
evidence, including independent medical reports and data, as the Committee deems
appropriate or necessary.

3.       SHARES SUBJECT TO THE PLAN

         The aggregate number of shares of Stock which may be awarded under the
Plan or subject to purchase by exercising an Option shall not exceed three
million (3,000,000) shares. Such shares shall be made available from authorized
and unissued shares of the Company's Stock. The Committee may, in its
discretion, decide to award other securities issued by the Company that are
convertible into Stock or make such other securities subject to purchase by an
Option, in which event the maximum number of shares of Stock into which such
other securities may be converted shall be used in applying the aggregate share
limit under this Section 3 and all provisions of the Plan relating to Stock
shall apply with full force and effect with respect to such convertible
securities. If, for any reason, any shares of Stock awarded or subject to
purchase by exercising an Option under the Plan are not delivered or are
reacquired by the Company, for reasons including, but not limited to, a
forfeiture of Restricted Stock or Deferred Stock or termination, expiration or a
cancellation with the consent of a participant of an Option, or a Performance
Unit, such shares of Stock shall again become available for award under the
Plan.

                                        4
<PAGE>

4.       GRANT OF AWARDS AND AWARD AGREEMENTS

         (a) Subject to the provisions of the Plan, the Committee shall, (i)
determine and designate from time to time those Eligible Participants and Key
Employees or groups of Eligible Participants and Key Employees to whom Awards
are to be granted; (ii) determine the form or forms of Award to be granted to
any Eligible Participant or Key Employee; (iii) determine the amount or number
of shares of Stock, including Restricted Stock or Deferred Stock if the
Committee so determines, subject to each Award; (iv) determine the terms and
conditions of each Award; (v) determine whether and to what extent Eligible
Participants and Key Employees shall be allowed or required to defer receipt of
any Awards or other amounts payable under the Plan to the occurrence of a
specified date or event; PROVIDED, HOWEVER, that no Award shall be granted after
the expiration of ten years from the effective date of the Plan.

         (b) Each Award granted under the Plan shall be evidenced by a written
Award Agreement, in a form approved by the Committee. Such agreement shall be
subject to and incorporate the express terms and conditions, if any, required
under the Plan or as required by the Committee for the form of Award granted and
such other terms and conditions as the Committee may specify.

5.       STOCK OPTIONS

         (a) With respect to Options, the Committee shall (i) authorize the
grant of incentive stock options, nonqualified stock options, or a combination
of incentive stock options and nonqualified stock options; (ii) determine the
number of shares of Stock subject to each Option; (iii) determine whether such
Stock shall be Restricted Stock or Deferred Stock, in the Committee's
discretion, and (iv) determine the time or times when and the manner in which
each Option shall be exercisable and the duration of the exercise period;
PROVIDED, HOWEVER, that (A) no Option shall be granted after the expiration of
ten years from the effective date of the Plan and (B) the aggregate Fair Market
Value (determined as of the date an Option is granted) of the Stock
(disregarding any restrictions in the case of Restricted Stock) for which
incentive stock options granted to any Key Employee under this Plan may first
become exercisable in any calendar year shall not exceed $100,000.

         (b) The exercise period for a nonqualified stock option shall not
exceed ten years and one day from the date of grant, including any extension
which the Committee may from time to time decide to grant, shall not exceed ten
years from the date of grant; PROVIDED, HOWEVER, that, in the case of an
incentive stock option granted to a Key Employee who, at the time of grant, owns
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Company (a "Ten Percent Stockholder"), such period,
including extensions, shall not exceed five years from the date of grant.

                                        5
<PAGE>

         (c) The Option price per share shall be determined by the Committee at
the time any Option is granted and shall be not less than (i) in the case of
incentive stock options 100% of the Fair Market Value, or (ii) in the case of an
Option granted to a Ten Percent Stockholder, 110% of the Fair Market Value.

         (d) No part of any Option may be exercised until (i) the Eligible
Participant or Key Employee who has been granted the Award shall have remained
in the employ or service of a Participating Company for such period, if any,
after the date on which the Option is granted, as the Committee may specify, or
(ii) achievement of such performance or other criteria, if any, by the Eligible
Participant or Key Employee, the Company or any subsidiary, affiliate or
division of the Company, as the Committee may specify, and the Committee may
further require exercisability in installments.

         (e) Except as otherwise provided in the Plan, the purchase price of the
shares as to which an Option shall be exercised shall be paid to the Company at
the time of exercise either in cash or in such other consideration as the
Committee deems appropriate, including Stock or the cancellation of Options then
exercisable (i.e., a "cashless exercise"), having a total fair market value, as
determined by the Committee, equal to the purchase price, or a combination of
cash and such other consideration having a total fair market value, as so
determined, equal to the purchase price.

         (f) (i)   If a Key Employee who has been granted an Option dies (A)
while an employee of any Participating Company, or (B) within three months after
termination of his or her employment because of his or her Total Disability, his
or her Options may be exercised, to the extent that the Key Employee shall have
been entitled to do so on the date of his or her death or such termination of
employment, by the person or persons to whom the rights under the option pass by
will, or if no such person has such right, by his or her executors or
administrators, at any time, or from time to time, within 12 months after the
date of death or within such other period, and subject to such terms and
conditions as the Committee may specify, but not later than the expiration date
specified in Section 5(b) above.

             (ii)  If the Key Employee's employment by any Participating Company
terminates because of his or her Total Disability and such participant has not
died within the following three months, he or she may exercise his or her
Options, to the extent that he or she shall have been entitled to do so at the
date of the termination of his or her employment, at any time, or from time to
time, within 12 months after the date of the termination of his or her
employment within such other period, and subject to such terms and conditions as
the Committee may specify, but not later than the expiration date specified in
Section 5(b) above.

             (iii) If the Key Employee's employment terminates for any other
reason, other than for "cause" pursuant to any employment or compensation
agreement, he or she may exercise his or her Options to the extent that he or
she shall have been entitled to do so at the date of the termination of his or
her employment, at any time, or from time to time, within sixty (60) days after
the date of the termination of his or her employment or within such other
period, and subject to such terms and conditions as the Committee may specify,
but not later than the expiration date specified in Section 5(b) above. If the
Key Employee's employment terminates for "cause" pursuant to any employment or
compensation agreement, the Options granted to such individual shall cease to be
exercisable by him or her on the day immediately preceding the date of
termination.

                                        6
<PAGE>

         (g) No Option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution. During the lifetime of the
optionee, an Option shall be exercisable only by him or her.

         (h) With respect to an incentive stock option, the Committee shall
specify such terms and provisions as the Committee may determine to be necessary
or desirable in order to qualify such Option as an incentive stock option within
the meaning of Section 422 of the Code.

6.       PERFORMANCE UNITS

         (a) The Committee shall determine a performance period (the
"Performance Period") of one or more years and shall determine the performance
objectives for grants of Performance Units. Performance objectives may vary from
participant to participant and shall be based upon such performance criteria or
combination of factors as the Committee may deem appropriate, including, but not
limited to, minimum earnings per share, return on equity or performance by a
subsidiary or division of the Company. Performance Periods may overlap and
participants may participate simultaneously with respect to Performance Units
for which different Performance Periods are prescribed.

         (b) At the beginning of a Performance Period, the Committee shall
determine for each participant or group of participants eligible for Performance
Units with respect to that Performance Period the range of dollar values, if
any, which may be fixed or may vary in accordance with such performance or other
criteria specified by the Committee, which shall be paid to a participant as an
Award if the relevant measure of Company performance for the Performance Period
is met.

         (c) If during the course of a Performance Period there shall occur a
significant event or events (a "Significant Event") as determined by the
Committee, including, but not limited to, a reorganization of the Company, which
the Committee expects to have a substantial effect on a performance objective
during such period, the Committee may revise such objective.

         (d) If an Eligible Participant or Key Employee terminates service with
all Participating Companies during a Performance Period because of death, Total
Disability, retirement on or after age 65, or at an earlier age with the consent
of the Company, or a Significant Event, as determined by the Committee, that
Eligible Participant or Key Employee shall be entitled to payment in settlement
of each Performance Unit for which the Performance Period was prescribed (i)
based upon the performance objectives satisfied at the end of such period and
(ii) prorated for the portion of the Performance Period during which the
Eligible Participant or Key Employee was employed or retained by any
Participating Company; PROVIDED, HOWEVER, the Committee may provide for an
earlier payment in settlement of such Performance Unit in such amount or amounts
and under such terms and conditions as the Committee deems appropriate or
desirable with the consent of the Eligible Participant or Key Employee. If an
Eligible Participant or Key Employee terminates service with all Participating
Companies during a Performance Period for any other reason, such Eligible
Participant or Key Employee shall not be entitled to any payment with respect to
that Performance Period unless the Committee shall otherwise determine.

                                        7
<PAGE>

         (e) Each Performance Unit may be paid in whole shares of Stock,
including Restricted Stock or Deferred Stock (together with any cash
representing fractional shares of Stock), or cash, or a combination of Stock and
cash either as a lump sum payment or in annual installments, all as the
Committee shall determine, at the time of grant of the Performance Unit or
otherwise, commencing as soon as practicable after the end of the relevant
Performance Period. If and to the extent the full value of a Performance Unit is
not paid in Stock, then the shares of Stock representing the portion of the
value of the Performance Unit not paid in Stock shall again become available for
award under the Plan.

7.       RESTRICTED STOCK

         (a) Restricted Stock may be received by an Eligible Participant or Key
Employee either as an Award or as the result of an exercise of an Option or as
payment for a Performance Unit. Restricted Stock shall be subject to a
restriction period (after which restrictions shall lapse) which shall mean a
period commencing on the date the Award is granted and ending on such date or
upon the achievement of such performance or other criteria as the Committee
shall determine (the "Restriction Period"). The Committee may provide for the
lapse of restrictions in installments where deemed appropriate.

         (b) Except as otherwise provided in this Section 7, no shares of
Restricted Stock received by an Eligible Participant or Key Employee shall be
sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of
during the Restriction Period; PROVIDED, HOWEVER, the Restriction Period for any
recipient of Restricted Stock shall expire and all restrictions on shares of
Restricted Stock shall lapse upon the recipient's death, Total Disability,
retirement on or after age 65 or an earlier age with the consent of the Company,
or upon a Significant Event, as determined by the Committee.

         (c) Except as otherwise provided in Section 7(b) above, if an Eligible
Participant or Key Employee terminates employment or service with all
Participating Companies for any reason before the expiration of the Restriction
Period, all shares of Restricted Stock still subject to restriction shall,
unless the Committee otherwise determines, be forfeited by the recipient and
shall be reacquired by the Company, and, in the case of Restricted Stock
purchased through the exercise of an Option, the Company shall refund the
purchase price paid on the exercise of the Option. Upon such forfeiture, such
forfeited shares of Restricted Stock shall again become available for award
under the Plan.

         (d) The Committee may require, under such terms and conditions as it
deems appropriate or desirable, that the certificates for Restricted Stock
delivered under the Plan be held in custody by a bank or other institution, or
that the Company may itself hold such shares in custody until the Restriction
Period expires or until restrictions thereon otherwise lapse, and may require,
as a condition of any receipt of Restricted Stock, that the recipient shall have
delivered a stock power endorsed in blank relating to the Restricted Stock.

                                        8
<PAGE>

         (e) Nothing in this Section 7 shall preclude a recipient of Restricted
Stock from exchanging any shares of Restricted Stock subject to the restrictions
contained herein for any other shares of Stock that are similarly restricted.

8.       DEFERRED STOCK

         (a) Deferred Stock may be credited to an Eligible Participant or Key
Employee either as an Award or as the result of an exercise of an Option or as
payment for a Performance Unit. Deferred Stock shall be subject to a deferral
period which shall mean a period commencing on the date the Award is granted and
ending on such date or upon the achievement of such performance or other
criteria as the Committee shall determine (the "Deferral Period"). The Committee
may provide for the expiration of the Deferral Period in installments where
deemed appropriate.

         (b) Except as otherwise provided in this Section 8, no Deferred Stock
awarded hereunder shall be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of during the Deferral Period; PROVIDED, HOWEVER, the
Deferral Period shall expire upon the recipient's death, Total Disability,
retirement on or after age 65 or an earlier age with the consent of the Company,
or upon a Significant Event, as determined by the Committee.

         (c) At the expiration of the Deferral Period, the recipient of Deferred
Stock shall be entitled to receive a certificate pursuant to Section 9 for the
number of shares of Stock equal to the number of shares of Deferred Stock
credited on his or her behalf.

         (d) Except as otherwise provided in Section 8(b), if an Eligible
Participant or Key Employee terminates employment or service with all
Participating Companies for any reason before the expiration of the Deferral
Period, all shares of Deferred Stock shall, unless the Committee otherwise
determines, be forfeited by the Key Employee or Eligible Participant, and, in
the case of Deferred Stock purchased through the exercise of an Option, the
Company shall refund the purchase price paid on the exercise of the Option. Upon
such forfeiture, such forfeited shares of Deferred Stock shall again become
available for award under the Plan.

9.       CERTIFICATES FOR AWARDS OF STOCK

         (a) Subject to Section 7(d), each Eligible Participant or Key Employee
entitled to receive shares of Stock under the Plan shall be issued a certificate
for such shares. Such certificate shall be registered in the name of the
Eligible Participant or Key Employee and shall bear an appropriate legend
reciting the terms, conditions and restrictions, if any, applicable to such
shares and shall be subject to appropriate stop-transfer orders.

                                        9
<PAGE>

         (b) The Company shall not be required to issue or deliver any
certificates for shares of Stock prior to (i) the listing of such shares on any
stock exchange or quotation system on which the Stock may then be listed and
(ii) the completion of any registration or qualification of such shares under
any Federal or state law, or any ruling or regulation of any government body
which the Company shall, in its sole discretion, determine to be necessary or
advisable.

         (c) All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange or quotation
system upon which the Stock is then listed and any applicable Federal or state
securities laws; and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions. The
foregoing provisions of this Section 9(c) shall not be effective if and to the
extent that the shares of Stock delivered under the Plan are covered by an
effective and current registration statement under the Securities Act of 1933,
or if and so long as the Committee determines that application of such
provisions is no longer required or desirable. In making such determination, the
Committee may rely upon an opinion of counsel for the Company.

         (d) Except for the restrictions on Restricted Stock or Deferred Stock
under Sections 7 and 8, each Eligible Participant or Key Employee who receives
an award of Stock shall have all of the rights of a stockholder with respect to
such shares, including the right to vote the shares and receive dividends and
other distributions. No Eligible Participant or Key Employee awarded an Option,
Performance Unit or Deferred Stock shall have any right as a stockholder with
respect to any shares subject to such Award prior to the date of issuance to him
or her of a certificate or certificates for such shares, except as otherwise
provided under Section 8 with respect to Deferred Stock.

10.      BENEFICIARY

         (a) Each Eligible Participant or Key Employee, as the case may be,
shall file with the Committee a written designation, signed by the Eligible
Participant or Key Employee, of one or more persons as the Beneficiary who shall
be entitled to receive the Award, if any, payable under the Plan upon his or her
death, and the designation may name one or more persons as contingent
Beneficiaries. An Eligible Participant or Key Employee may from time to time
revoke or change his or her Beneficiary designation without the consent of any
prior Beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; PROVIDED, HOWEVER,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Eligible Participant's or Key Employee's
death, and in no event shall it be effective as of a date prior to such receipt.
Any such designation, or revocation or change of such designation, shall be in
such form and manner as the Committee shall determine.

        (b) If no such Beneficiary designation is in effect at the time of an
Eligible Participant's or Key Employee's death, or if no designated Beneficiary
survives the Eligible Participant or Key Employee or if such Beneficiary is not
located by the Committee within one year of the death of the Eligible
Participant or Key Employee or if such designation conflicts with law, such

                                       10
<PAGE>

person's estate shall be entitled to receive the Award, if any, payable under
the Plan upon his or her death. If the Committee is in doubt as to the right of
any person to receive such Award, the Company may retain such Award, without
liability for any interest thereon, until the Committee determines the rights
thereto, or the Company may pay such Award into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Company therefor.

11.      ADMINISTRATION OF THE PLAN

         (a) The Plan shall be administered by a Committee composed of two or
more persons, as appointed by the Board and serving at the Board's pleasure, but
unless and until the Committee is actually appointed by the Board, the Board
shall function as and in place of the Committee

         (b) All decisions, determinations or actions of the Committee made or
taken pursuant to grants of authority under the Plan shall be made or taken in
the sole discretion of the Committee and shall be final, conclusive and binding
on all persons for all purposes.

         (c) The Committee shall have full power, discretion and authority to
interpret, construe, act and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be
final, conclusive and binding on all persons for all purposes.

         (d) The Committee's decisions and determinations under the Plan need
not be uniform and may be made selectively among participants in the Plan,
whether or not such participants are similarly situated.

         (e) The Committee shall keep minutes of its actions under the Plan. The
act of a majority of the members present at a meeting duly called and held shall
be the act of the Committee. Any decision or determination reduced to writing
and signed by all members of the Committee shall be fully as effective as if
made by unanimous vote at a meeting duly called and held.

         (f) The Committee may employ such legal counsel, including, without
limitation, independent legal counsel and counsel regularly employed by the
Company, consultants and agents as the Committee may deem appropriate for the
administration of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations received from any such consultant or
agent. All expenses incurred by the Committee in interpreting and administering
the Plan, including, expenses and professional fees, shall be paid by the
Company.

         (g) No member or former member of the Committee or the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award granted under it. Each member or former member of the
Committee or the Board shall be indemnified and held harmless by the Company
against all costs or expenses (including counsel fees) or liabilities (including
any sum paid in settlement of a claim with the approval of the Board) arising
out of any act or omission to act in connection with the Plan unless arising out
of such member's own fraud or bad faith. Such indemnification shall be in
addition to any rights of indemnification the members or former members may have
as Directors or under the Bylaws of the Company.

                                       11
<PAGE>

12.      AMENDMENT OR DISCONTINUANCE

         The Board may at any time amend or terminate the Plan. The Plan may
also be amended by the Committee, provided that all such amendments shall be
reported to the Board. No amendment shall, without approval by a majority of the
Company's stockholders, (i) alter the group of persons eligible for qualified
incentive stock options under the Plan, or (ii) increase the maximum number of
shares of Stock which are available for Awards under the Plan. No amendment or
termination shall retroactively impair the rights of any person with respect to
an Award. On or after the occurrence of a Change in Control, the Plan may not be
amended or terminated until all payments required by Section 15 are made.

13.      ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

         In the event of any recapitalization, reclassification, split-up or
consolidation of shares of Stock, merger or consolidation of the Company or sale
by the Company of all or a substantial portion of its assets, or other event
which could distort the implementation of the Plan or the realization of its
objectives, the Committee may make such appropriate adjustments in the Stock
subject to Awards, including Stock subject to purchase by an Option, or the
terms, conditions or restrictions on Stock or Awards as the Committee deems
equitable; PROVIDED, HOWEVER, that no such adjustments shall be made on or after
the occurrence of a Change in Control without the affected participant's
consent.

14.      MISCELLANEOUS

         (a) Nothing in this Plan or any Award granted hereunder shall confer
upon any employee any right to continue in the employ of any Participating
Company or interfere in any way with the right of any Participating Company to
terminate his or her employment at any time.

         (b) No Award payable under the Plan shall be deemed salary or
compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of any Participating Company for the benefit of its
employees unless the Company shall determine otherwise.

         (c) No participant shall have any claim to an Award until it is
actually granted under the Plan. To the extent that any person acquires a right
to receive payments from the Company under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company. All
payments of awards provided for under the Plan shall be paid in cash from the
general funds of the Company; PROVIDED, HOWEVER, that such payments shall be
reduced by the amount of any payments made to the participant or his or her
dependents, beneficiaries or estate from any trust or special or separate fund

                                       12
<PAGE>

established by the Company to assure such payments. The Company shall not be
required to establish a special or separate fund or other segregation of assets
to assure such payments, and, if the Company shall make any investments to aid
it in meeting its obligations hereunder, the participant shall have no right,
title or interest whatever in or to any such investments except as may otherwise
be expressly provided in a separate written instrument relating to such
investments. Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind between
the Company and any participant. To the extent that any participant acquires a
right to receive payments from the Company hereunder, such right shall be no
greater than the right of an unsecured creditor of the Company.

         (d) Absence on leave approved by a duly constituted officer of the
Company shall not be considered interruption or termination of employment for
any purposes of the Plan; PROVIDED, HOWEVER, that no Award may be granted to an
employee while he or she is absent on leave.

         (e) If the Committee shall find that any person to whom any Award, or
portion thereof, is payable under the Plan is unable to care for his or her
affairs because of illness or accident, or is a minor, then any payment due him
or her (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Company therefor.

         (f) The right of any person to any Award payable under the Plan may not
be assigned, transferred, pledged or encumbered, either voluntarily or by
operation of law, except as provided in Section 11 with respect to the
designation of a Beneficiary or as may otherwise be required by law

         (g) Copies of the Plan and all amendments, administrative rules and
procedures and interpretations shall be made available to all participants at
all reasonable times at the Company's headquarters.

         (h) The Committee may cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the
participant or his or her Beneficiary, for the withholding of any federal,
state, local or foreign taxes.

         (i) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required.

                                       13
<PAGE>

         (j) All elections, designations, requests, notices, instructions and
other communications from an Eligible Participant or Key Employee, Beneficiary
or other person to the Committee, required or permitted under the Plan, shall be
in such form as is prescribed from time to time by the Committee and shall be
mailed by first class mail or delivered to such location as shall be specified
by the Committee.

         (k) The terms of the Plan shall be binding upon the Company and its
successors and assigns.

         (l) Captions preceding the sections hereof are inserted solely as a
matter of convenience and in no way define or limit the scope or intent of any
provision hereof.

                                       14