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                                                                    EXHIBIT 4.1

                          ACTIVE IQ TECHNOLOGIES, INC.

                         1999 EMPLOYEE STOCK OPTION PLAN
                        (amended as of December 12, 2002)

         1.      Purpose. The purpose of the 1999 Employee Stock Option Plan
(the "Plan") of Active IQ Technologies, Inc. (the "Company") is to increase
shareholder value and to advance the interests of the Company by attracting,
retaining and motivating employees and certain key consultants of the Company by
furnishing opportunities to purchase or receive shares of Common Stock, $.01 par
value, of the Company ("Common Stock") pursuant to the Plan.

         2.      Administration. The Plan shall be administered by the Board of
Directors or by a stock option committee (the "Committee") of the Board of
Directors of the Company. The Committee shall consist of not less than two
directors of the Company and shall be appointed from time to time by the Board
of Directors of the Company. If the Company stock becomes the subject of a
public offering, the Committee shall then consist of not less than two directors
who shall be appointed from time to time by the Board, each of which such
appointees shall be a "disinterested person" within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934, and the regulations promulgated thereunder
(the "1934 Act"). The Board of Directors of the Company may from time to time
appoint members of the Committee in substitution for, or in addition to, members
previously appointed, and may fill vacancies, however caused, in the Committee.
The Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places, as it shall deem advisable. A majority of the
Committee's members shall constitute a quorum. All action of the Committee shall
be taken by the majority of its members. Any action may be taken by a written
instrument signed by majority of the members and actions so taken shall be fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary, shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable. The Committee shall have complete authority to award
Incentives under the Plan, to interpret the Plan, and to make any other
determination which it believes necessary and advisable for the proper
administration of the Plan. The Committee's decisions and matters relating to
the Plan shall be final and conclusive on the Company and its participants.

         3.      Eligible Participants. Employees of or consultants to the
Company or its subsidiaries or affiliates (including officers and directors, but
excluding directors who are not also employees of or consultants to the Company
or its subsidiaries or affiliates), shall become eligible to receive Incentives
under the Plan when designated by the Committee. Participants may be designated
individually or by groups or categories (for example, by pay grade), as the
Committee deems appropriate. Participation by officers of the Company or its
subsidiaries or affiliates and any performance objectives relating to such
officers must be approved by the Committee. Participation by others and any
performance objectives relating to others may be approved by groups or
categories (for example, by pay grade) and authority to designate participants
who are not officers and to set or modify such targets may be delegated.

         4.      Types of Incentives. Incentives under the Plan may be granted
in any one or a combination of the following forms: (a) incentive stock options
and non-statutory stock options (section 6); (b) stock appreciation rights
("SARs") (section 7); (c) stock awards (section 8); (d) restricted stock
(section 8); and (e) performance shares (section 9).




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          5.      Shares Subject to the Plan.

                  5.1.     Number of Shares. Subject to adjustment as provided
         in Section 10.6, the number of shares of Common Stock which may be
         issued under the Plan shall not exceed Four Million Two Hundred Fifty
         Thousand (4,250,000) shares of Common Stock.

                  5.2.     Cancellation. To the extent that cash in lieu of
         shares of Common Stock is delivered upon the exercise of a SAR pursuant
         to Section 7.4, the Company shall be deemed, for purposes of applying
         the limitation on the number of shares, to have issued the greater of
         the number of shares of Common Stock which it was entitled to issue
         upon such exercise or on the exercise of any related option. In the
         event that a stock option or SAR granted hereunder expires or is
         terminated or canceled unexercised as to any shares of Common Stock,
         such shares may again be issued under the Plan either pursuant to stock
         options, SARs or otherwise. In the event that shares of Common Stock
         are issued as restricted stock or pursuant to a stock award and
         thereafter are forfeited or reacquired by the Company pursuant to
         rights reserved upon issuance thereof, such forfeited and reacquired
         shares may again be issued under the Plan, either as restricted stock,
         pursuant to stock awards or otherwise. The Committee may also determine
         to cancel, and agree to the cancellation of, stock options in order to
         make a participant eligible for the grant of a stock option at a lower
         price than the option to be canceled.

                  5.3.     Type of Common Stock.  Common Stock issued under the
         Plan in connection with stock options, SARs, performance shares,
         restricted stock or stock awards, may be authorized and unissued
         shares.

         6.       Stock Options.  A stock option is a right to purchase shares
of Common Stock from the Company.  Each stock option granted by the Committee
under this Plan shall be subject to the following terms and conditions:

                  6.1.     Price.  The option price per share shall be
         determined by the Committee.

                  6.2.     Number. The number of shares of Common Stock subject
         to the option shall be determined by the Committee, subject to
         adjustment as provided in Section 10.6. The number of shares of Common
         Stock subject to a stock option shall be reduced in the same proportion
         that the holder thereof exercises a SAR if any SAR is granted in
         conjunction with or related to the stock option.

                  6.3.     Duration and Time for Exercise. Subject to earlier
         termination as provided in Section 10.4, the term of each stock option
         shall be determined by the Committee but shall not exceed ten years and
         one day from the date of grant. Each stock option shall become
         exercisable at such time or times during its term as shall be
         determined by the Committee at the time of grant. No stock option may
         be exercised during the first six months of its term. Except as
         provided by the preceding sentence, the Committee may accelerate the
         exercisability of any stock option. Subject to the foregoing and with
         the approval of the Committee, all or any part of the shares of Common
         Stock with respect to which the right to purchase has accrued may be
         purchased by the Company at the time of such accrual or at any time or
         times thereafter during the term of the option.

                  6.4.     Manner of Exercise.  A stock option may be exercised,
         in whole or in part, by giving written notice to the Company,
         specifying the number of shares of Common Stock to be purchased and
         accompanied by the full purchase price for such shares.  The option
         price shall be payable in United States dollars upon exercise of the
         option and may be paid by cash; uncertified




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         or certified check; bank draft; by delivery of shares of Common Stock
         in payment of all or any part of the option price, which shares shall
         be valued for this purpose at the Fair Market Value on the date such
         option is exercised; by instructing the Company to withhold from the
         shares of Common Stock issuable upon exercise of the stock option
         shares of Common Stock in payment of all or any part of the option
         price, which shares shall be valued for this purpose at the Fair Market
         Value or in such other manner as may be authorized from time to time by
         the Committee. Prior to the issuance of shares of Common Stock upon the
         exercise of a stock option, a participant shall have no rights as a
         shareholder.

                  6.5.     Incentive Stock Options. Notwithstanding anything in
         the Plan to the contrary, the following additional provisions shall
         apply to the grant of stock options which are intended to qualify as
         Incentive Stock Options (as such term is defined in Section 422 of the
         Internal Revenue Code of 1986, as amended):

                           (a) The aggregate Fair Market Value (determined as
                  of the time the option is granted) of the shares of Common
                  Stock with respect to which Incentive Stock Options are
                  exercisable for the first time by any participant during any
                  calendar year (under all of the Company's plans) shall not
                  exceed $100,000.

                           (b) Any Incentive Stock Option certificate authorized
                  under the Plan shall contain such other provisions as the
                  Committee shall deem advisable, but shall in all events be
                  consistent with and contain all provisions required in order
                  to qualify the options as Incentive Stock Options.

                           (c) All Incentive Stock Options must be granted
                  within ten years from the earlier of the date on which this
                  Plan was adopted by Board of Directors or the date this Plan
                  was approved by the shareholders.

                           (d) Unless sooner exercised, all Incentive Stock
                  Options shall expire no later than 10 years after the date of
                  grant.

                           (e) The option price for Incentive Stock Options
                  shall be not less than the Fair Market Value of the Common
                  Stock subject to the option on the date of grant.

                           (f) No Incentive Stock Options shall be granted to
                  any participant who, at the time such option is granted, would
                  own (within the meaning of Section 422 of the Code) stock
                  possessing more than 10% of the total combined voting power of
                  all classes of stock of the employer corporation or of its
                  parent or subsidiary corporation.

         7.       Stock Appreciation Rights. A SAR is a right to receive,
without payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 7.4. A SAR may be granted (a) with respect to any stock
option granted under this Plan, either concurrently with the grant of such stock
option or at such later time as determined by the Committee (as to all or any
portion of the shares of Common Stock subject to the stock option), or (b)
alone, without reference to any related stock option. Each SAR granted by the
Committee under this Plan shall be subject to the following terms and
conditions:

                  7.1.     Number.  Each SAR granted to any participant shall
        relate to such number of shares of Common Stock as shall be determined
        by the Committee, subject to adjustment as provided in Section 10.6.
        In the case of a SAR granted with respect to a stock option, the number





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         of shares of Common Stock to which the SAR pertains shall be reduced in
         the same proportion that the holder of the option exercises the related
         stock option.

                  7.2.     Duration. Subject to earlier termination as provided
         in Section 10.4, the term of each SAR shall be determined by the
         Committee but shall not exceed ten years and one day from the date of
         grant.  Unless otherwise provided by the Committee, each SAR shall
         become exercisable at such time or times, to such extent and upon such
         conditions as the stock option, if any, to which it relates is
         exercisable. No SAR may be exercised during the first twelve months of
         its term. Except as provided in the preceding sentence, the Committee
         may in its discretion accelerate the exercisability of any SAR.

                  7.3.     Exercise. A SAR may be exercised, in whole or in
         part, by giving written notice to the Company, specifying the number of
         SARs which the holder wishes to exercise. Upon receipt of such written
         notice, the Company shall, within 90 days thereafter, deliver to the
         exercising holder certificates for the shares of Common Stock or cash
         or both, as determined by the Committee, to which the holder is
         entitled pursuant to Section 7.4.

                  7.4.     Payment. Subject to the right of the Committee to
         deliver cash in lieu of shares of Common Stock (which, as it pertains
         to officers and directors of the Company, shall comply with all
         requirements of the 1934 Act), the number of shares of Common Stock
         which shall be issuable upon the exercise of a SAR shall be determined
         by dividing:

                           (a) the number of shares of Common Stock as to which
                  the SAR is exercised multiplied by the amount of the
                  appreciation in such shares (for this purpose, the
                  "appreciation" shall be the amount by which the Fair Market
                  Value of the shares of Common Stock subject to the SAR on the
                  exercise date exceeds (1) in the case of a SAR related to a
                  stock option, the purchase price of the shares of Common Stock
                  under the stock option or (2) in the case of a SAR granted
                  alone, without reference to a related stock option, an amount
                  which shall be determined by the Committee at the time of
                  grant, subject to adjustment under Section 10.6); by

         (b)      the Fair Market Value of a share of Common Stock on the
                  exercise date. In lieu of issuing shares of Common Stock upon
                  the exercise of a SAR, the Committee may elect to pay the
                  holder of the SAR cash equal to the Fair Market Value on the
                  exercise date of any or all of the shares which would
                  otherwise be issuable. No fractional shares of Common Stock
                  shall be issued upon the exercise of a SAR; instead, the
                  holder of the SAR shall be entitled to receive a cash
                  adjustment equal to the same fraction of the Fair Market Value
                  of a share of Common Stock on the exercise date or to purchase
                  the portion necessary to make a whole share at its Fair Market
                  Value on the date of exercise.

         8.       Stock Awards and Restricted Stock. A stock award consists of
the transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the Company.
A share of restricted stock consists of shares of Common Stock which are sold or
transferred by the Company to a participant at a price determined by the
Committee (which price shall be at least equal to the minimum price required by
applicable law for the issuance of a share of Common Stock) and subject to
restrictions on their sale or other transfer by the participant. The transfer of
Common Stock pursuant to stock awards and the transfer and sale of restricted
stock shall be subject to the following terms and conditions:




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                  8.1.     Number of Shares.  The number of shares to be
         transferred or sold by the Company to a participant pursuant to a stock
         award or as restricted stock shall be determined by the Committee.

                  8.2.     Sale Price. The Committee shall determine the price,
         if any, at which shares of restricted stock shall be sold to a
         participant, which may vary from time to time and among participants
         and which may be below the Fair Market Value of such shares of Common
         Stock at the date of sale.

                  8.3.     Restrictions.  All shares of restricted stock
         transferred or sold hereunder shall be subject to such restrictions as
         the Committee may determine, including, without limitation any or all
         of the following:

                           (a) a prohibition against the sale, transfer, pledge
                  or other encumbrance of the shares of restricted stock, such
                  prohibition to lapse at such time or times as the Committee
                  shall determine (whether in annual or more frequent
                  installments, at the time of the death, disability or
                  retirement of the holder of such shares, or otherwise);

                           (b) a requirement that the holder of shares of
                  restricted stock forfeit, or (in the case of shares sold to a
                  participant) resell back to the Company at his or her cost,
                  all or a part of such shares in the event of termination of
                  his or her employment or consulting engagement during any
                  period in which such shares are subject to restrictions

                           (c) such other conditions or restrictions as the
                  Committee may deem advisable.

                  8.4.     Escrow. In order to enforce the restrictions imposed
         by the Committee pursuant to Section 8.3, the participant receiving
         restricted stock shall enter into an agreement with the Company setting
         forth the conditions of the grant. Shares of restricted stock shall be
         registered in the name of the participant and deposited, together with
         a stock power endorsed in blank, with the Company. Each such
         certificate shall bear a legend in substantially the following form:

                  The shares represented by this certificate have not been
                  registered under the Securities Act of 1933 or the securities
                  law of any state. The shares have been acquired for investment
                  and without a view to their distribution and may not be sold
                  or otherwise disposed of in the absence of any effective
                  registration statement for the shares under the Securities Act
                  of 1933 or unless an exemption from registration is available
                  under the securities laws.

                  The transferability of this certificate and the shares of
                  Common Stock represented by it are subject to the terms and
                  conditions (including conditions of forfeiture) contained in
                  the 1999 Stock Option Plan of activeIQ Technologies Inc. (the
                  "Company"), and an agreement entered into between the
                  registered owner and the Company. A copy of the Plan and the
                  agreement is on file in the office of the secretary of the
                  Company.

                  8.5.     End of Restrictions. Subject to Section 10.5, at the
         end of any time period during which the shares of restricted stock are
         subject to forfeiture and restrictions on transfer, such shares will be
         delivered free of all restrictions to the participant or to the
         participant's legal representative, beneficiary or heir.




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                  8.6.     Shareholder. Subject to the terms and conditions of
         the Plan, each participant receiving restricted stock shall have all
         the rights of a shareholder with respect to shares of stock during any
         period in which such shares are subject to forfeiture and restrictions
         on transfer, including without limitation, the right to vote such
         shares. Dividends paid in cash or property other than Common Stock with
         respect to shares of restricted stock shall be paid to the participant
         currently.

         9.       Performance Shares.  A performance share consists of an award
which shall be paid in shares of Common Stock, as described below.  The grant of
performance share shall be subject to such terms and conditions as the Committee
deems appropriate, including the following:

                  9.1.     Performance Objectives. Each performance share will
         be subject to performance objectives for the Company or one of its
         operating units to be achieved by the end of a specified period. The
         number of performance shares granted shall be determined by the
         Committee and may be subject to such terms and conditions, as the
         Committee shall determine. If the performance objectives are achieved,
         each participant will be paid in shares of Common Stock or cash. If
         such objectives are not met, each grant of performance shares may
         provide for lesser payments in accordance with formulas established in
         the award.

                  9.2.     Not Shareholder.  The grant of performance shares to
         a participant shall not create any rights in such participant as a
         shareholder of the Company, until the payment of shares of Common
         Stock with respect to an award.

                  9.3.     No Adjustments.  No adjustment shall be made in
         performance shares granted on account of cash dividends which may be
         paid or other rights which may be issued to the holders of Common Stock
         prior to the end of any period for which performance objectives were
         established.

                  9.4.     Expiration of Performance Share. If any participant's
         employment or consulting engagement with the Company is terminated for
         any reason other than normal retirement, death or disability prior to
         the achievement of the participant's stated performance objectives, all
         the participant's rights on the performance shares shall expire and
         terminate unless otherwise determined by the Committee. In the event of
         termination of employment by reason of death, disability, or normal
         retirement, the Committee, in its own discretion may determine what
         portions, if any, of the performance shares should be paid to the
         participant.

         10.      General.

                  10.1.    Effective Date.  The Plan will become effective on
         June 1, 1999.

                  10.2.    Duration. The Plan shall remain in effect until all
         Incentives granted under the Plan have either been satisfied by the
         issuance of shares of Common Stock or the payment of cash or been
         terminated under the terms of the Plan and all restrictions imposed on
         shares of Common Stock in connection with their issuance under the Plan
         have lapsed. No Incentives may be granted under the Plan after the
         tenth anniversary of the date the Plan is approved by the shareholders
         of the Company.

                  10.3.    Non-transferability of Incentives.  No stock option,
         SAR, restricted stock or performance award may be transferred, pledged
         or assigned by the holder thereof (except, in the event of the holder's
         death, by will or the laws of descent and distribution to the limited
         extent



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         provided in the Plan or in the Incentive) or pursuant to a qualified
         domestic relations order as defined by the Code or Title I of the
         Employee Retirement Income Security Act, or the rules thereunder, and
         the Company shall not be required to recognize any attempted assignment
         of such rights by any participant. Notwithstanding the preceding
         sentence, stock options may be transferred by the holder thereof to
         family members, trusts or charities. During a participant's lifetime,
         an Incentive may be exercised only by him or her, by his or her
         guardian or legal representative or, in the case of stock options, by
         the transferees permitted by the preceding sentence.

                  10.4.    Effect of Termination of Employment or Death. In the
         event that a participant ceases to be an employee of or consultant to
         the Company for any reason, including death, any Incentives may be
         exercised or shall expire at such times as may be determined by the
         Committee.

                  10.5.    Additional Condition. Notwithstanding anything in
         this Plan to the contrary: (a) the Company may, if it shall determine
         it necessary or desirable for any reason, at the time of award of any
         Incentive or the issuance of any shares of Common Stock pursuant to any
         Incentive, require the recipient of the Incentive, as a condition to
         the receipt thereof or to the receipt of shares of Common Stock issued
         pursuant thereto, to deliver to the Company a written representation of
         present intention to acquire the Incentive or the shares of Common
         Stock issued pursuant thereto for his own account for investment and
         not for distribution; and (b) if at any time the Company further
         determines, in its sole discretion, that the listing, registration or
         qualification (or any updating of any such document) of any Incentive
         or the shares of Common Stock issuable pursuant thereto is necessary on
         any securities exchange or under any federal or state securities or
         blue sky law, or that the consent or approval of any governmental
         regulatory body is necessary or desirable as a condition of, or in
         connection with the award of any Incentive, the issuance of shares of
         Common Stock pursuant thereto, or the removal of any restrictions
         imposed on such shares, such Incentive shall not be awarded or such
         shares of Common Stock shall not be issued or such restrictions shall
         not be removed, as the case may be, in whole or in part, unless such
         listing, registration, qualification, consent or approval shall have
         been effected or obtained free of any conditions not acceptable to the
         Company.

                  10.6.    Adjustment. In the event of any merger, consolidation
         or reorganization of the Company with any other corporation or
         corporations, there shall be substituted for each of the shares of
         Common Stock then subject to the Plan, including shares subject to
         restrictions, options, or achievement of performance share objectives,
         the number and kind of shares of stock or other securities to which the
         holders of the shares of Common Stock will be entitled pursuant to the
         transaction. In the event of any recapitalization, stock dividend,
         stock split, combination of shares or other change in the Common Stock,
         the number of shares of Common Stock then subject to the Plan,
         including shares subject to restrictions, options or achievements of
         performance shares, shall be adjusted in proportion to the change in
         outstanding shares of Common Stock. In the event of any such
         adjustments, the purchase price of any option, the performance
         objectives of any Incentive, and the shares of Common Stock issuable
         pursuant to any Incentive shall be adjusted as and to the extent
         appropriate, in the discretion of the Committee, to provide
         participants with the same relative rights before and after such
         adjustment.

                  10.7.    Incentive Plans and Agreements. Except in the case of
         stock awards or cash awards, the terms of each Incentive shall be
         stated in a plan or agreement approved by the Committee. The Committee
         may also determine to enter into agreements with holders of options to
         reclassify or convert certain outstanding options, within the terms of
         the Plan, as Incentive



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         Stock Options or as non-statutory stock options and in order to
         eliminate SARs with respect to all or part of such options and any
         other previously issued options.

                  10.8.    Withholding.

                           (a) The Company shall have the right to withhold from
                  any payments made under the Plan or to collect as a condition
                  of payment, any taxes required by law to be withheld. At any
                  time when a participant is required to pay to the Company an
                  amount required to be withheld under applicable income tax
                  laws in connection with a distribution of Common Stock or upon
                  exercise of an option or SAR, the participant may satisfy this
                  obligation in whole or in part by electing (the "Election") to
                  have the Company withhold from the distribution shares of
                  Common Stock having a value up to the amount required to be
                  withheld. The value of the shares to be withheld shall be
                  based on the Fair Market Value of the Common Stock on the date
                  that the amount of tax to be withheld shall be determined
                  ("Tax Date").

                           (b) Each Election must be made prior to the Tax Date.
                  The Committee may disapprove of any Election, may suspend or
                  terminate the right to make Elections, or may provide with
                  respect to any Incentive that the right to make Elections
                  shall not apply to such Incentive. An Election is irrevocable.

                           (c) If a participant is an officer or director of the
                  Company within the meaning of Section 16 of the 1934 Act, then
                  an Election must comply with all of the requirements of the
                  1934 Act.

                  10.9.    No Continued Employment, Engagement or Right to
         Corporate Assets. No participant under the Plan shall have any right,
         because of his or her participation, to continue in the employ of, or
         to continue his or her consulting engagement for, the Company for any
         period of time or to any right to continue his or her present or any
         other rate of compensation. Nothing contained in the Plan shall be
         construed as giving an employee, a consultant, such person's
         beneficiaries or any other person any equity or interests of any kind
         in the assets of the Company or creating a trust of any kind or a
         fiduciary relationship of any kind between the Company and any such
         person.

                  10.10.   Deferral Permitted.  Payment of cash or distribution
         of any shares of Common Stock to which a participant is entitled under
         any Incentive shall be made as provided in the Incentive.  Payment
         may be deferred at the option of the participant if provided in the
         Incentive.

                  10.11.   Amendment of the Plan. The Board may amend or
         discontinue the Plan at any time. However, no such amendment or
         discontinuance shall, subject to adjustment under Section 10.6, (a)
         change or impair, without the consent of the recipient, an Incentive
         previously granted, (b) increase the maximum number of shares of Common
         Stock which may be issued to all participants under the Plan, (c)
         change or expand the types of Incentives that may be granted under the
         Plan, (d) change the class of persons eligible to receive Incentives
         under the Plan, or (e) materially increase the benefits accruing to
         participants under the Plan.

                  10.12    Immediate Acceleration of Incentives. Notwithstanding
         any provision in this Plan or in any Incentive to the contrary, (a) the
         restriction on all shares of restricted stock award shall lapse
         immediately, (b) all outstanding options and SARs will become
         exercisable immediately, and (c) all performance shares shall be deemed
         to be met and payment made



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         immediately, if any of the following events occur unless otherwise
         determined by the Board of Directors and a majority of the Continuing
         Directors (as defined below):

                           (1) any person or group of persons becomes the
                  beneficial owner of 30% or more of any equity security of the
                  Company entitled to vote for the election of directors; or

                           (2) a majority of the members of the Board of
                  Directors of the Company is replaced within the period of less
                  than two years by directors not nominated and approved by the
                  Board of Directors; or

                           (3) the shareholders of the Company approve the sale
                  or other disposition of all or substantially all of the
                  Company's assets (including a plan of liquidation); or

                           (4) the shareholders of the Company approve the
                  reorganization, merger or consolidation of the Company or a
                  statutory exchange of outstanding voting securities of the
                  Company, unless, immediately following such reorganization,
                  merger, consolidation or exchange, all or substantially all of
                  the persons who were the beneficial owners, respectively, of
                  voting securities and Common Stock of the Company immediately
                  prior to such reorganization, merger, consolidation or
                  exchange beneficially own, directly or indirectly, more than
                  50% of, respectively, the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors and the then outstanding shares of
                  common stock, as the case may be, of the corporation resulting
                  from such reorganization, merger, consolidation or exchange in
                  substantially the same proportions as their ownership,
                  immediately prior to such reorganization, merger,
                  consolidation or exchange, of the voting securities and Common
                  Stock of the Company, as the case may be.

                  For purposes of this Section 10.12, beneficial ownership by a
         person or group of persons shall be determined in accordance with
         Regulation 13D (or any similar successor regulation) promulgated by the
         Securities and Exchange Commission pursuant to the 1934 Act. Beneficial
         ownership of more than 30% of an equity security may be established by
         any reasonable method, but shall be presumed conclusively as to any
         person who files a Schedule 13D report with the Securities and Exchange
         Commission reporting such ownership. If the restrictions and
         forfeitability periods are eliminated by reason of provision (1), the
         limitations of this Plan shall not become applicable again should the
         person cease to own 30% or more of any equity security of the Company.

                  For purposes of this Section 10.12, "Continuing Directors" are
         directors (a) who were in office prior to the time of any of provisions
         (1), (2) or (3) occurred or any person publicly announced an intention
         to acquire 20% or more of any equity security of the Company, (b)
         directors in office for a period of more than two years, and (c)
         directors nominated and approved by the Continuing Directors.

         10.13.   Dilution and Other Adjustments. In the event of any change in
         the outstanding Common Stock of the Company by reason of any stock
         split, stock dividend, split-up, split-off, spin-off, recapitalization,
         merger, consolidation, rights offering, reorganization, combination or
         exchange of shares, a sale by the Company of substantially all of its
         assets, any distribution to shareholders other than a normal cash
         dividend, or other extraordinary or unusual event, the number or kind
         of shares subject to an Incentive, and the option price per share under
         all outstanding options shall be automatically adjusted so that the
         proportionate interest of the



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         participant shall be maintained as before the occurrence of such event;
         such adjustment in outstanding Incentives shall be made without change
         in any option exercise price applicable to the unexercised portion of
         such Incentive and with a corresponding adjustment in the option
         exercise price per share, if any, and such adjustment shall be
         conclusive and binding for all purposes of the Plan.

                  10.14.   Definition of Fair Market Value.  For purposes of
         this Plan, the "Fair Market Value" of a share of Common Stock at a
         specified date shall, unless otherwise expressly provided in this Plan,
         be the amount which the Committee determines in good faith to be 100%
         of the fair market value of such a share as of the date in question;
         provided, however, that notwithstanding the foregoing, if such shares
         are listed on a U.S. securities exchange or are quoted on the Nasdaq
         National Market System or Nasdaq SmallCap Stock Market ("Nasdaq"), then
         Fair Market Value shall be determined by reference to the last sale
         price of a share of Common Stock on such U.S. securities exchange or
         Nasdaq on the applicable date.  If such U.S. securities exchange or
         Nasdaq is closed for trading on such date, or if the Common Stock does
         not trade on such date, then the last sale price used shall be the one
         on the date the Common Stock last traded on such U.S. securities
         exchange or Nasdaq.

























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