EXHIBIT
4.2

    


    


    MANHATTAN
BRIDGE CAPITAL, INC.

    2009 STOCK OPTION
PLAN

    


    


    SECTION
1.PURPOSE

    


    The purposes of the 2009 Stock Option
Plan (the “Plan”) are to align the interests of officers, other key employees,
consultants and non-employee directors of Manhattan Bridge Capital, Inc. (the
“Company”) and its subsidiaries with those of the shareholders of the Company,
to afford an incentive to such officers, employees, consultants and directors to
continue as such, to increase their efforts on behalf of the Company and to
promote the success of the Company’s business.  To further such
purposes, the Compensation Committee may grant options to purchase Common
Shares.  The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934 and of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall be
interpreted in a manner consistent with the requirements thereof, as now or
hereafter construed, interpreted and applied by regulations, rulings and
cases.

    


    


    SECTION
2.DEFINITIONS

    


    As used in this Plan, the following
terms and phrases shall have the meanings set forth below:

    


    (a)      
     “Agreement” shall mean a written agreement entered
into between the Company and an Optionee in connection with an award under the
Plan.

    


    (b)       
    “Board” shall mean the Board of Directors of the
Company.

    


    (c)
            “Cause”
when used in connection with the termination of an Optionee's employment by the
Company or the cessation of an Optionee's service as a consultant or a member of
the Board, shall mean (i) the conviction of the Optionee for the commission of a
felony, (ii) the willful and continued failure by the Optionee substantially to
perform his duties and obligations to the Company or a Subsidiary (other than
any such failure resulting from his incapacity due to Disability), or (iii) the
willful engaging by the Optionee in misconduct that is demonstrably injurious to
the Company or a Subsidiary.  For purposes of this Section 2(c), no
act, or failure to act, on an Optionee's part shall be considered “willful”
unless done, or omitted to be done, by the Optionee in bad faith and without
reasonable belief that his action or omission was in the best interest of the
Company.  The Compensation Committee shall determine whether a
termination of employment is for Cause for purposes of the Plan.

    


    (d)            “Change
in Control” shall mean the occurrence of the event set forth in any of the
following events:

    


    (i) 
 any Person (as defined below) is or becomes the beneficial owner (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), directly
or indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its subsidiaries) representing 50% or more of the combined voting
power of the Company's then outstanding securities; or

     

    (ii) 
the following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the Board
or nomination for election by the Company's shareholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (iii)
there is consummated a merger or consolidation of the Company or a direct or
indirect subsidiary thereof with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, at least 50% of the combined voting power
of the securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the beneficial owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired directly
from the Company or its subsidiaries) representing 50% or more of the combined
voting power of the Company's then outstanding securities; or

     

    (iv) the
shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least 50% of the combined voting power of
the voting securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to such
sale.

    


    For purposes of this Section 2(d),
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.

    


    (e)            “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

    


    (f)             “Compensation
Committee” shall mean the Compensation Committee of the Board, composed of no
fewer than two directors, each of whom is a “non-employee director” within the
meaning of Rule 16b-3(b)(3) of the Exchange Act, an “outside director” within
the meaning of Section 162(m) of the Code, or any successor provision thereto,
and independent under the rules of the NASDAQ Capital Market.

    


    (g)            “Common
Shares” shall mean the common shares, par value $0.001 per share, of the
Company.

    


    (h)            “Company”
shall mean Manhattan Bridge Capital, Inc., a corporation organized under the
laws of the State of New York, or any successor corporation.

    


    (i)             “Disability”
shall mean an Optionee’s inability to perform his duties with the Company or on
the Board by reason of any medically determinable physical or mental impairment,
as determined by a physician selected by the Optionee and acceptable to the
Company.

    


    (j)             “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

    


    (k)            “Fair
Market Value” per share as of a particular date shall mean (i) if the Common
Shares are then listed on a national securities exchange, the closing sales
price per Common Share on the national securities exchange on which the Common
Shares are principally traded for the last preceding date on which there was a
sale of such Common Shares on such exchange, or (ii) if the Common Shares are
then traded in an over-the-counter market, the closing bid price for the Common
Shares in such over-the-counter market for the last preceding date on which
there was a sale of such Common Shares in such market, or (iii) if the Common
Shares are not then listed on a national    securities
exchange or traded in an over-the-counter market, such value as the Compensation
Committee, in its sole discretion, shall determine.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    (l)             “Incentive
Stock Option” shall mean any option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the
Code.

    


    (m)          
“Non-employee Director” shall mean a member of the Board who is not an employee
of the Company.

    


    (n)            “Nonqualified
Stock Option” shall mean an Option granted that is not intended to be an
Incentive Stock Option.

    


    (o)            “Option”
shall mean the right, granted hereunder, to purchase Common
Shares.  Options granted by the Compensation Committee pursuant to the
Plan may constitute either Incentive Stock Options or Nonqualified Stock
Options.

    


    (p)            “Optionee”
shall mean a person who receives a grant of an Option.

    


    (q)            “Option
Price” shall mean the purchase price of the Common Shares underlying an
Option.

    


    (r)             “Parent”
shall mean any company (other than the Company) in an unbroken chain of
companies ending with the Company if, at the time of granting an Option, each of
the companies other than the Company owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other companies in such chain.

    


    (s)            “Plan”
shall mean this Manhattan Bridge Capital, Inc. 2009 Stock Option
Plan.

    


    (t)             “Prior
Plan” shall mean the Company’s 1999 Stock Option Plan.

    


    (u)            “Retirement”
shall mean the retirement of an Optionee in accordance with the terms of any
tax-qualified retirement plan maintained by the Company or a Subsidiary in which
the Optionee participates.  If the Optionee is not a participant in
such a plan, such term shall mean the termination of the Optionee’s employment
or cessation of the Optionee's service as a member of the Board, other than by
reason of death, Disability or Cause on or after attainment of the age of
65.

    


    (v)            “Rule
16b-3” shall mean Rule 16b-3, as from time to time in effect, promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange Act,
including any successor to such Rule.

    


    (w)           “Subsidiary”
shall mean any company (other than the Company) in an unbroken chain of
companies beginning with the Company if, at the time of granting an Option, each
of the companies other than the last company in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other companies in such chain.

    


    (x)            “Ten
Percent Stockholder” shall mean an Optionee who, at the time an Incentive Stock
Option is granted, owns (or is deemed to own pursuant to the attribution rules
of Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    SECTION
3.ADMINISTRATION

    


    The Plan shall be administered by the
Compensation Committee, the members of which shall, except as may otherwise be
determined by the Board, be “non-employee directors” under Rule 16b-3 and
“outside directors” under Section 162(m) of the Code.

    


    The
Compensation Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options; to
determine which Options shall constitute Incentive Stock Options and which
Options shall constitute Nonqualified Stock Options; to determine the Option
Price; to determine the persons to whom, and the time or times at which awards
shall be granted; to determine the number of shares to be covered by each award;
to interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Agreements
(which need not be identical) and to cancel or suspend awards, as necessary; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.

    


    The Compensation Committee may delegate
to one or more of its members or to one or more agents such administrative
duties as it may deem advisable, including delegating to one or more of the
Company's management employees the authority to grant Options to employees who
are not “insiders” for purposes of Section 16 of the Exchange Act and who are
not “covered employees” for purposes of Section 162(m) of the Code, and the
Compensation Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Compensation Committee or such person may have under the
Plan.  The Board shall have sole authority, unless expressly delegated
to the Compensation Committee, to grant Options to Non-employee
Directors.  All decisions, determination and interpretations of the
Compensation Committee shall be final and binding on all Optionees of any awards
under this Plan.

    


    The Board shall have the authority to
fill all vacancies, however caused, in the Compensation
Committee.  The Board may from time to time appoint additional members
to the Compensation Committee, and may at any time remove one or more
Compensation Committee members.  One member of the Compensation
Committee shall be selected by the Board as chairman.  The
Compensation Committee shall hold its meetings at such times and places as it
shall deem advisable.  All determinations of the Compensation
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by written
consent.  The Compensation Committee may appoint a secretary and make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings.

    


    No member of the Board or Compensation
Committee shall be liable for any action taken or determination made in good
faith with respect to the Plan or any award granted hereunder.

    


    


    SECTION
4.ELIGIBILITY

    


    Options may be granted to officers and
other key employees of and consultants to the Company, and its Subsidiaries,
including officers and directors who are employees, and to Non-employee
Directors.  In determining the persons to whom awards shall be granted
and the number of shares to be covered by each award, the Compensation Committee
shall take into account the duties of the respective persons, their present and
potential contributions to the success of the Company and such other factors as
the Compensation Committee shall deem relevant in connection with accomplishing
the purpose of the Plan.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    SECTION
5.STOCK

    


    The maximum number of Common Shares
reserved for the grant of awards under the Plan shall be 200,000, subject to adjustment
as provided in Section 9 hereof.  Such shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may be
required by the Company.

    


    If any outstanding Option granted under
this Plan should for any reason expire, be canceled or be forfeited without
having been exercised in full, the Common Shares allocable to the unexercised,
canceled or terminated portion of such award shall (unless the Plan shall have
been terminated) become available for subsequent grants of Options under the
Plan.

    


    If any outstanding Option granted under
Prior Plan should for any reason expire, be canceled or be forfeited without
having been exercised in full, the Common Shares allocable to the unexercised,
canceled or terminated portion of such award shall not become available for
subsequent grants of Options under this Plan.

    


    


    SECTION
6.TERMS AND CONDITIONS OF OPTIONS

    


    Each Option granted pursuant to the
Plan shall be evidenced by an Agreement, in such form and containing such terms
and conditions as the Compensation Committee shall from time to time approve,
which Agreement shall comply with and be subject to the following terms and
conditions, unless otherwise specifically provided in such Option
Agreement:

    


    (a)            Number of
Shares.  Each Option Agreement shall state the number of Common
Shares to which the Option relates.

    


    (b)            Type of
Option.  Each Option Agreement shall specifically state that
the Option constitutes an Incentive Stock Option or a Nonqualified Stock
Option.

    


    (c)    
        Option
Price.  Each
Option Agreement shall state the Option Price, which shall not be less than one
hundred percent (100%) of the Fair Market Value of the Common Shares covered by
the Option on the date of grant unless, with respect to Nonqualified Stock
Options, otherwise determined by the Compensation Committee.  The
Option Price shall be subject to adjustment as provided in Section 9
hereof.  The date as of which the Compensation Committee adopts a
resolution expressly granting an Option shall be considered the day on which
such Option is granted, unless such resolution specifies a future different
date.

     

    (d)       
    Medium and Time of
Payment.  The Option Price shall be paid in full, at the time
of exercise, in cash or in Common Shares then owned by the Optionee having a
Fair Market Value equal to such Option Price or in a combination of cash and
Common Shares or, unless the Compensation Committee shall determine otherwise,
by a cashless exercise procedure through a broker-dealer.

     

    (e)            Exercise Schedule and Period
of Options.  Each Option Agreement shall provide the exercise
schedule for the Option as determined by the Compensation Committee; provided, however, that, the
Compensation Committee shall have the authority to accelerate the exercisability
of any outstanding Option at such time and under such circumstances as it, in
its sole discretion, deems appropriate.  The exercise period shall be
five (5) years from the date of the grant of the Option unless otherwise
determined by the Compensation Committee; provided, however, that, in the
case of an Incentive Stock Option, such exercise period shall not exceed five
(5) years from the date of grant of such Option.  The exercise period
shall be subject to earlier termination as provided in Sections 6(f) and 6(g)
hereof.  An Option may be exercised, as to any or all full Common
Shares as to which the Option has become exercisable, by written notice
delivered in person or by mail to the Secretary of the Company, specifying the
number of shares of Common Shares with respect to which the Option is being
exercised.  Notwithstanding any other provision of this Plan, no
Option granted hereunder may be exercised prior to the consummation of an
underwritten public offering of the Company’s securities where the gross
proceeds from such offering are in excess of $5 million.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (f)             Termination.  Except
as provided in this Section 6(f) and in Section 6(g) hereof, an Option may not
be exercised unless (i) with respect to an Optionee who is an employee of the
Company or a Subsidiary (or a Parent or Subsidiary company of such company
issuing or assuming the Option), the Optionee is then in the employ of the
Company or a Subsidiary (or a company or a Parent or Subsidiary company of such
company issuing or assuming the Option in a transaction to which Section 424(a)
of the Code applies), and unless the Optionee has remained continuously so
employed since the date of grant of the Option and (ii) with respect to an
Optionee who is a Non-employee Director, the Optionee is then serving as a
member of the Board or as a member of a board of directors of a company or a
Parent or Subsidiary company of such company issuing or assuming the
Option.  In the event that the employment of an Optionee shall
terminate or the service of an Optionee as a member of the Board shall cease
(other than by reason of death, Disability, Retirement or Cause), all Options of
such Optionee that are exercisable at the time of such termination may, unless
earlier terminated in accordance with their terms, be exercised within ninety
(90) days after the date of such termination or service (or such different
period as the Compensation Committee shall prescribe).

    


    (g)            Death, Disability or
Retirement of Optionee.  If an Optionee shall die while
employed by the Company or a Subsidiary or serving as a member of the Board, or
within ninety (90) days after the date of termination of such Optionee's
employment or cessation of such Optionee's service (or within such different
period as the Compensation Committee may have provided pursuant to Section 6(f)
hereof), or if the Optionee's employment shall terminate or service shall cease
by reason of Disability or Retirement, all Options theretofore granted to such
Optionee (to the extent otherwise exercisable) may, unless earlier terminated in
accordance with their terms, be exercised by the Optionee or by his beneficiary,
at any time within one year after the death, Disability or Retirement of the
Optionee (or such different period as the Compensation Committee shall
prescribe).  In the event that an Option granted hereunder shall be
exercised by the legal representatives of a deceased or former Optionee, written
notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative to
exercise such Option.  Unless otherwise determined by the Compensation
Committee, Options not otherwise exercisable on the date of termination of
employment shall be forfeited as of such date.

    


    (h)      
     Other
Provisions.  The Option Agreements evidencing awards under the
Plan shall contain such other terms and conditions not inconsistent with the
Plan as the Compensation Committee may determine, including penalties for the
commission of competitive acts and a provision providing that no option may be
exercised prior to the consummation of an underwritten initial public offering
of the Company's securities pursuant to a registration statement filed pursuant
to the Securities Act of 1933, as amended.

    
 

    SECTION
7.NON DISCRETIONARY GRANTS

    


    Each director of the Company, other
than a director who is an officer, employee or beneficial owner of 10% or more
of the Company’s Common Shares (or an officer, director, employee or affiliate
thereof), upon first taking office shall be granted options for 7,000 Common
Shares.

    


    


    SECTION
8.NONQUALIFIED STOCK OPTIONS

    


    Options granted pursuant to Section 7
hereof are intended to constitute Nonqualified Stock Options and shall be
subject only to the general terms and conditions specified in Section 6
hereof.

    


    


    SECTION
9.INCENTIVE STOCK OPTIONS

    


    Options granted pursuant to this
Section 9 are intended to constitute Incentive Stock Options and shall be
subject to the following special terms and conditions, in addition to the
general terms and conditions specified in Section 6 hereof.  An
Incentive Stock Option may not be granted to a Non-employee Director or a
consultant to the Company.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    (a)           Value of
Shares.  The aggregate Fair Market Value (determined as of the
date the Incentive Stock Option is granted) of the Common Shares with respect to
which Incentive Stock   Options granted under this Plan and all
other option plans of any subsidiary become exercisable for the first time by
each Optionee during any calendar year shall not exceed $100,000.

    


    (b)           Ten Percent
Stockholder.  In the case of an Incentive Stock Option granted
to a Ten Percent Stockholder, (i) the Option Price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the Common Shares on the
date of grant of such Incentive Stock Option, and (ii) the exercise period shall
not exceed five (5) years from the date of grant of such Incentive Stock
Option.

    


    


    SECTION
10.EFFECT OF CERTAIN CHANGES

    


    (a)          
In the event of any extraordinary dividend, stock dividend, recapitalization,
merger, consolidation, stock split, warrant or rights issuance, or combination
or exchange of such shares, or other similar transactions, each of the number of
Common Shares available for awards, the number of such shares covered by
outstanding awards, and the price per share of Options, as appropriate, shall be
equitably adjusted by the Compensation Committee to reflect such event and
preserve the value of such awards; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.

    


    (b)          
Upon the
occurrence of a Change in Control, each Option granted under the Plan and then
outstanding but not yet exercisable shall thereupon become fully
exercisable.

    


    


    SECTION
11.SURRENDER AND EXCHANGE OF AWARDS

    


    The Compensation Committee may permit
the voluntary surrender of all or a portion of any Option granted under the Plan
or any option granted under any other plan, program or arrangement of the
Company or any Subsidiary (“Surrendered Option”), to be conditioned upon the
granting to the Optionee of a new Option for the same number of Common Shares as
the Surrendered Option, or may require such voluntary surrender as a condition
precedent to a grant of a new Option to such Optionee.  Subject to the
provisions of the Plan, such new Option may be an Incentive Stock Option or a
Nonqualified Stock Option, and shall be exercisable at the price, during such
period and on such other terms and conditions as are specified by the
Compensation Committee at the time the new Option is granted.

    


    


    SECTION
12.PERIOD DURING WHICH AWARDS MAY BE GRANTED

    


    Awards may be granted pursuant to the
Plan from time to time within a period of ten (10) years from the effective date
of the Plan (see section 14), unless the Board shall terminate the Plan at an
earlier date.

    


    


    SECTION
13.NONTRANSFERABILITY OF AWARDS

    


    Except as otherwise determined by the
Compensation Committee, Options granted under the Plan shall not be sold,
assigned, transferred, pledged or otherwise encumbered by the person to whom
they are granted other than by will or by the laws of descent and distribution,
and awards may be exercised or otherwise realized, during the lifetime of the
Optionee, only by the Optionee or by his guardian or legal
representative.

    


    


    SECTION
14.EFFECTIVE DATE AND TERM OF PLAN

    


    The Plan shall be effective as of June
23, 2009 and shall terminate on the tenth anniversary of such date, unless
sooner terminated by the Board pursuant to Section 16.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    SECTION
15.AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES

    


    If the Compensation Committee shall so
require, as a condition of exercise of a Nonqualified Stock Option (a “Tax
Event”), each Optionee who is not a Non-employee Director shall agree that no
later than the date of the Tax Event, such Optionee will pay to the Company or
make arrangements satisfactory to the Compensation Committee regarding payment
of any federal, state or local taxes of any kind required by law to be withheld
upon the Tax Event.  Alternatively, the Compensation Committee may
provide that such an Optionee may elect, to the extent permitted or required by
law, to have the Company deduct federal, state and local taxes of any kind
required by law to be withheld upon the Tax Event from any payment of any kind
due the Optionee.  The withholding obligation may be satisfied by the
withholding or delivery of Common Shares.  Any decision made by the
Compensation Committee under this Section 15 shall be made in its sole
discretion.

    


    


    SECTION
16.AMENDMENT AND TERMINATION OF THE PLAN

    


    The Board at any time and from time to
time may suspend, terminate, modify or amend the Plan or any portion thereof;
provided, however, that, unless
otherwise determined by the Board, an amendment that requires stockholder
approval in order for the Plan to continue to comply with Rule 16b-3, Section
162(m) of the Code or any other law, regulation or stock exchange requirement
shall not be effective unless approved by the requisite vote of
shareholders.  Except as provided in Section 10(a) hereof, no
suspension, termination, modification or amendment of the Plan may adversely
affect any award previously granted, unless the written consent of the Optionee
is obtained.

    


    


    SECTION
17.RIGHTS AS A SHAREHOLDER

    


    An Optionee or a transferee of an award
shall have no rights as a shareholder with respect to any shares covered by the
award until the date of the issuance of a stock certificate to him for such
shares.  No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution of
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 10(a) hereof.

    


    


    SECTION
18.NO RIGHTS TO EMPLOYMENT OR SERVICE AS A DIRECTOR

    


    Nothing in the Plan or in any award
granted or Agreement entered into pursuant hereto shall confer upon any Optionee
the right to continue in the employ of the Company or any Subsidiary or as a
member of the Board or to be entitled to any remuneration or benefits not set
forth in the Plan or such Agreement or to interfere with or limit in any way the
right of the Company or any such Subsidiary to terminate such Optionee’s
employment or service.  Awards granted under the Plan shall not be
affected by any change in duties or position of an employee Optionee as long as
such Optionee continues to be employed by the Company or any
Subsidiary.

    


    


    SECTION
19.BENEFICIARY

    


    An Optionee may file with the
Compensation Committee a written designation of a beneficiary on such form as
may be prescribed by the Compensation Committee and may, from time to time,
amend or revoke such designation.  If no designated beneficiary
survives the Optionee, the executor or administrator of the Optionee's estate
shall be deemed to be the Optionee's beneficiary.

    


    


    SECTION
20.GOVERNING LAW

    


    The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of the State of
New York.

    


    


    
      
         

      

      
        8