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                                                                    EXHIBIT 10.5


                                                                       EXHIBIT C

                             FINANCIAL INTRANET INC.
                             2001 STOCK OPTION PLAN

1. PURPOSE OF PLAN; ADMINISTRATION

1.1  Purpose.

     The Financial Intranet Inc. 2001 Stock Option Plan (hereinafter, the
"Plan") is hereby established to grant to officers, directors and other
employees of Financial Intranet Inc. or of its parents or subsidiaries (as
defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code
of 1986, as amended (the "Code"), if any (individually and collectively, the
"Company"), and to non-employee consultants and advisors and other persons who
may perform significant services for or on behalf of the Company, a favorable
opportunity to acquire common stock ("Shares" or "Common Stock"), of the Company
and, thereby, to create an incentive for such persons to remain in the employ of
or provide services to the Company and to contribute to its success. This Plan
is an amendment and restatement of the 2000 Stock Option Plan of the Company;
provided, however, this plan shall not alter or impair any rights or obligations
under any option granted under the 2000 Stock Option Plan of the Company prior
to the adoption of this Plan.

1.2  Administration.

     The Plan shall be administered by members of the Board of Directors of the
Company (the "Board"), if each such member administering the Plan is a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3"), or a committee (the
"Committee") of two or more directors, each of whom is a disinterested person.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may be filled by the Board.

     A majority of the members of the Committee shall constitute a quorum for
the purposes of the Plan. Provided a quorum is present, the Committee may take
action by affirmative role or consent of a majority of its members present at a
meeting. Meetings may be held telephonically as long as all members are able to
hear one another, and a member of the Committee shall be deemed to be present
for this purpose if he or she is in simultaneous communication by telephone with
the other members who are able to hear one another. In lieu of action at a
meeting, the Committee may act by written consent of a majority of its members.

     Subject to the express provisions of the Plan, the Committee shall have the
authority to construe and interpret the Plan and all Stock Option Agreements (as
defined in Section 4.4) entered into pursuant hereto and to define the terms
used therein, to prescribe, adopt, amend, and rescind rules and regulations
relating to the administration of the Plan and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Committee may delegate nondiscretionary administrative duties to such
employees of the Company as it deems proper; and provided, further, in its
absolute discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee under the Plan. Subject to the
express limitations of the Plan, the Committee shall designate the individuals
from among the class of persons eligible to participate as provided in Section
1.3 who shall receive Awards (as described in Section 2), whether an optionee
will receive Incentive Stock Options or Nonstatutory Options, or both, or
another type of Award, and the amount, price, restrictions and all other terms
and provisions of such Awards (which need not be identical).

     Members of the Committee shall receive such compensation for their services
as members as may be determined by the Board. All expenses and liabilities which
members of the Committee incur in connection with the administration of this
Plan shall be borne by the Company. The Committee may, with the approval of the
Board, employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and the Company's officers and directors
shall be entitled to rely upon the advise, opinions or valuations of any such
persons. No members of the Committee or Board shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan, and all members of the

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Committee shall be fully protected by the Company in respect of any such action,
determination or interpretation.

1.3  Participation.

     Officers, Directors, employees of the Company and consultants shall be
eligible for selection to participate in the Plan upon approval by the
Committee; provided, however that only "employees" (within the meaning of
Section 3401(c) of the Code) of the Company shall be eligible for the grant of
Incentive Stock Options. An individual who has been granted an option may, if
otherwise eligible, be granted additional options if the Committee shall so
determine, provided that no recipient may be granted options to purchase more
than 20% of the shares of Common Stock initially reserved for issuance under the
Plan. No person is eligible to participate in the Plan by matter of right; only
those eligible persons who are selected by the Committee in its discretion shall
participate in the Plan.

1.4  Stock Subject to the Plan.

     Subject to adjustment as provided in Section 4.5, the stock to be offered
under the Plan shall be shares of authorized but unissued Common Stock,
including any shares repurchased under the terms of the Plan or any Stock Option
Agreement entered into pursuant hereto. The cumulative aggregate number of
shares of Common Stock to be issued under the Plan shall not exceed 10,000,000,
subject to adjustment as set forth in Section 4.5.

     If any options granted hereunder shall expire or terminate for any reason
without having been fully exercised, the unpurchased shares subject thereto
shall again be available for the purposes of the Plan. For purposes of this
Section 1.4, where the exercise price of options is paid by means of the
grantee's surrender of previously owned shares of Common Stock, only the net
number of additional shares issued and which remain outstanding in connection
with such exercise shall be deemed "issued" for purposes of the Plan.

2. TYPES OF AWARDS

2.1  General.  An award may be granted singularly, in combination with another
award(s) or in tandem whereby exercise or vesting of one award held by a
participant cancels another award held by the participant. Subject to the
limitations of the Plan, an award may be granted as an alternative to or
replacement of an existing award under the Plan or under any other compensation
plans or arrangements of the Company, including the plan of any entity acquired
by the Company. The types of Awards that may be granted under the Plan include:

     (a) Stock Option.  A stock option represents a right to purchase a
specified number of Shares during a specified period at a price per Share. The
Company may grant under the Plan both incentive stock options within the meaning
of Section 422 of the Code ("Incentive Stock Options") and stock options that do
not qualify for treatment as Incentive Stock Options ("Nonstatutory Options").
Unless expressly provided to the contrary herein, all references herein to
"options," shall include both incentive Stock Options and Nonstatutory Options.

     (b) Stock Appreciation Right.  A stock appreciation right ("SAR") is a
right to receive a payment in cash, Shares or a combination, equal to the excess
of the aggregate market price at time of exercise of a specified number of
Shares over the aggregate exercise price of the stock appreciation right being
exercised. The longest term a stock appreciation right may be outstanding shall
be ten years. Such exercise price shall be based on one hundred percent (100%)
of the Fair Market Value stipulated by Section 3.1.

     (c) Stock Award.  A stock award is a grant of Shares or of a right to
receive Shares (or their cash equivalent or a combination of both) in the
future. Except in cases of certain terminations of employment or an
extraordinary event, each stock award shall be earned and vest over at least
three years and shall be governed by such conditions, restrictions and
contingencies as the Committee shall determine. These may include continuous
service and/or the achievement of performance goals. The performance goals that
may be used by the Committee for such Awards shall consist of: operating profits
(including EBITDA), net profits,

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earnings per Share, profit returns and margins, revenues, shareholder return
and/or value, stock price and working capital. Performance goals may be measured
solely on a corporate, subsidiary or business unit basis, or a combination
thereof. Further, performance criteria may reflect absolute entity performance
or a relative comparison of entity performance to the performance of a peer
group of entities or other external measure of the selected performance
criteria. Profit, earnings and revenues used for any performance goal
measurement shall exclude: gains or losses on operating asset sales or
dispositions; asset write-downs; litigation or claim judgments or settlements;
effect of changes in tax law or rate on deferred tax liabilities; accruals for
reorganization and restructuring programs; uninsured catastrophic property
losses; the cumulative effect of changes in accounting principles; and any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
performance appearing in the Company's annual report to stockholders for the
applicable year.

3. STOCK OPTIONS

3.1  Option Price.

     The exercise price of each Incentive Stock Option granted under the Plan
shall be determined by the Committee, but shall not be less than 100% of the
"Fair Market Value" (as defined below) of Common Stock on the date of grant. If
an Incentive Stock Option is granted to an employee who at the time such option
is granted owns (within the meaning of section 424(d) of the Code) more than 10%
of the total combined voting power of all classes of capital stock of the
Company, the option exercise price shall be at least 110% of the Fair Market
Value of Common Stock on the date of grant and the option by its terms shall not
be exercisable after the expiration of 5 years from the date such option is
granted. The exercise price of each Nonstatutory Option also shall be determined
by the Committee, but shall not be less than 80% of the Fair Market Value of
Common Stock on the date of grant. The status of each option granted under the
Plan as either an Incentive Stock Option or a Nonstatutory Option shall be
determined by the Committee at the time the Committee acts to grant the options,
and shall be clearly identified as such in the Stock Option Agreement relating
thereto.

     "Fair Market Value" for purposes of the Plan shall mean, except as
otherwise determined by the Committee: (i) the closing price of a share of
Common Stock on the principal exchange on which shares of Common Stock are then
trading, if any, on the day previous to such date, or, if shares were not traded
on the day previous to such date, then on the next preceding trading day during
which a sale occurred; or (ii) if Common Stock is not traded on an exchange but
is quoted on Nasdaq or a successor quotation system, (1) the last sales price
(if Common Stock is then listed on the Nasdaq Stock Market) or (2) the mean
between the closing representative bid and asked price (in all other cases) for
Common Stock on the day prior to such date as reported by Nasdaq or such
successor quotation system; or (iii) if there is no listing or trading of Common
Stock either on a national exchange or over-the-counter, that price determined
in good faith by the Committee to be the fair value per share of Common Stock,
based upon such evidence as it deems necessary or advisable.

     In the discretion of the Committee exercised at the time the option is
exercised, the exercise price of any options granted under the Plan shall be
paid in full in cash, by check or by the optionee's interest-bearing promissory
note (subject to any limitations of applicable state corporations law) delivered
at the time of exercise; provided, however, that subject to the timing
requirements of Section 3.7, in the discretion of the Committee and upon receipt
of all regulatory approvals, the person exercising the options may deliver as
payment in whole or in part of such exercise price certificates for Common Stock
of the Company (duly endorsed or with duly executed stock powers attached),
which shall be acceptable to the Committee and which shall be valued at their
Fair Market Value on the day of exercise of the option, or other property deemed
appropriate by the Committee; and, provided further, that subject to Section 422
of the Code so-called cashless exercises as permitted under applicable rules and
regulations of the Securities and Exchange Commission and the Federal Reserve
Board shall be permitted in the discretion of the Committee or the Board.

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3.2  Tax Withholding.

     All distributions under the Plan are subject to withholding of all
applicable taxes, and the Committee may condition the delivery of any Shares or
other benefits under the Plan on satisfaction of the applicable withholding
obligations. The Committee, in its discretion, and subject to such requirements
as the Committee may impose prior to the occurrence of such withholding, may
permit such withholding obligations to be satisfied through cash payment by the
optionee, through the surrender of Shares which the optionee already owns, or
through the surrender of Shares to which the optionee is otherwise entitled
under the Plan; provided, however, that such Shares may be used to satisfy not
more than the Company's minimum statutory withholding obligation (based on
minimum statutory withholding rates for Federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income).

3.3  Option Period.

     (a) The Committee shall provide, in the terms of each Stock Option
Agreement, when the option subject to such agreement expires and becomes
unexercisable, but in no event will an Incentive Stock Option granted under the
Plan be exercisable after the expiration of ten years from the date it is
granted. Without limiting the generality of the foregoing, the Committee may
provide in the Stock Option Agreement that the option thereto expires 30 days
following a Termination of Employment for any reason other than the death or
disability or six months following a Termination of Employment for disability or
following an optionee's death.

     (b) Notwithstanding any provision of this Section 3.3, in no event shall
any option granted under the Plan be exercised after the expiration date of such
option set forth in the applicable Stock Option Agreement.

3.4  Exercise of Options.

     Each option granted under the Plan shall become exercisable and the total
number of shares subject thereto be purchasable, in a lump sum or in such
installments, which need not be equal, as the Committee shall determine;
provided, however, that each option shall become exercisable in full no later
than ten years after such option is granted, and each option shall become
exercisable as to at least 10% of the shares of Common Stock covered thereby on
each anniversary of the date such option is granted; and provided, further, that
if the holder of an option shall not in any given installment period purchase
all of the shares which such holder is entitled to purchase in such installment
period, such holder's right to purchase any shares not purchased in such
installment period shall continue until the expiration or sooner termination of
such holder's option. The Committee may, at any time after grant of the option
and from time to time, increase the number of shares purchasable in any
installment, subject to the total number of shares subject to the option and the
limitations set forth in Section 3.4. At any time and from time to time prior to
the time when any exercisable option or exercisable portion thereof becomes
unexercisable under the Plan or the applicable Stock Option Agreement, such
option or portion thereof may be exercised in whole or in part; provided,
however, that the Committee may, by the terms of option, require any partial
exercise to be with respect to a specified minimum number of shares. No option
or installment thereof shall be exercisable except with respect to whole shares.
Fractional share interests shall be disregarded, except that they may be
accumulated as provided above and except that if such a fractional share
interest constitutes the total shares of Common Stock remaining available for
purchase under an option at the time of exercise, the optionee shall be entitled
to receive on exercise a certified or bank cashier's check in an amount equal to
the Fair Market Value of such fractional share of stock.

3.5  Transferability of Options.

     Except as the Committee may determine as aforesaid, an option granted under
the Plan shall, by its terms, be nontransferable by the optionee other than by
will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order (as defined by the Code), and shall be exercisable
during the optionee's lifetime only by the optionee or by his or her guardian or
legal representative. More particularly, but without limiting the generality of
the immediately preceding sentence, an option may not be assigned, transferred
(except as provided in the preceding sentence), pledged or hypothecated (whether
by operation of

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law or otherwise), and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of any option contrary to the provisions of the Plan and the
applicable Stock Option Agreement, and any levy of any attachment or similar
process upon an option, shall be null and void, and otherwise without effect,
and the Committee may, in its sole discretion, upon the happening of any such
event, terminate such option forthwith.

3.6  Limitation on Exercise of Incentive Stock Options.

     To the extent that the aggregate Fair Market Value (determined on the date
of grant) of the Common Stock with respect to which Incentive Stock Options
granted hereunder (together with all other Incentive Stock Option plans of the
Company) are exercisable for the first time by an optionee in any calendar year
under the Plan exceeds $100,000, such options granted hereunder shall be treated
as Nonstatutory Options to the extent required by Section 422 of the Code. The
rule set forth in the preceding sentence shall be applied taking options into
account in the order in which they were granted.

3.7  Disqualifying Dispositions of Incentive Stock Options.

     If Common Stock acquired upon exercise of any Incentive Stock Option is
disposed of in a disposition that, under Section 422 of the Code, disqualifies
the option holder from the application of Section 421(a) of the code, the holder
of the Common Stock immediately before the disposition shall comply with any
requirements imposed by the Company in order to enable the Company to secure the
related income tax deduction to which it is entitled in such event.

3.8  Certain Timing Requirements.

     At the discretion of the Committee, shares of Common Stock issuable to the
optionee upon exercise of an option may be used to satisfy the option exercise
price or the tax withholding consequences of such exercise, in the case of
persons subject to Section 16 of the Securities Exchange Act of 1934, as
amended, only (i) during the period beginning on the third business day
following the date of release of the quarterly or annual summary statement of
sales and earnings of the Company and ending on the twelfth business day
following such date or (ii) pursuant to an irrevocable written election by the
optionee to use shares of Common Stock issuable to the optionee upon exercise of
the option to pay all or part of the option price or the withholding taxes made
at least six months prior to the payment of such option price or withholding
taxes.

3.9  No Affect on Employment.

     Nothing in the Plan or in any Stock Option Agreement hereunder shall confer
upon any optionee any right to continue in the employ of the Company, any Parent
Corporation or any subsidiary or shall interfere with or restrict in any way the
rights of the Company, its Parent Corporation and its Subsidiaries, which are
hereby expressly reserved, to discharge any optionee at any time for any reason
whatsoever, with or without cause.

     For purposes of the Plan, "Parent Corporation" shall mean any corporation
in an unbroken chain of corporations ending with the Company if each of the
corporations other than the Company then owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. For purposes of the Plan, "Subsidiary" shall mean
any corporation in an unbroken chain of corporations beginning with the Company
if, at the time of granting of the award, each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

4. OTHER PROVISIONS

4.1  Sick Leave and Leaves of Absence.

     Unless otherwise provided in the Stock Option Agreement, and to the extent
permitted by Section 422 of the Code, an optionee's employment shall not be
deemed to terminate by reason of sick leave, military leave or

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other leave of absence approved by the Company if the period of any such leave
does not exceed a period approved by the Company, or, if longer, if the
optionee's right to reemployment by the Company is guaranteed either
contractually or by statute. A Stock Option Agreement may contain such
additional or different provisions with respect to leave of absence as the
Committee may approve, either at the time of grant of an option or at a later
time.

4.2  Termination of Employment.

     For purposes of the Plan "Termination of Employment," shall mean the time
when the employee-employer relationship between the optionee and the Company,
any Subsidiary or any Parent Corporation is terminated for any reason,
including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (i) terminations where
there is a simultaneous reemployment or continuing employment of an optionee by
the Company, any Subsidiary or any Parent corporation, (ii) at the discretion of
the Committee, terminations which result in a temporary severance of the
employee-employer relationship, and (iii) at the discretion of the Committee,
terminations which are followed by the simultaneous establishment of a
consulting relationship by the Company, a Subsidiary or any Parent Corporation
with the former employee. Subject to Section 3.1, the Committee, in its absolute
discretion, shall determine the affect of all matters and questions relating to
Termination of Employment; provided, however, that, with respect to Incentive
Stock Options, a leave of absence or other change in the employee-employer
relationship shall constitute a Termination of Employment if, and to the extent
that such leave of absence or other change interrupts employment for the
purposes of Section 422(a)(2) of the code and then-applicable regulations and
revenue rulings under said Section.

4.3  Issuance of Stock Certificates.

     Upon exercise of an option, the Company shall deliver to the person
exercising such option a stock certificate evidencing the shares of Common Stock
acquired upon exercise. Notwithstanding the foregoing, the Committee in its
discretion may require the Company to retain possession of any certificate
evidencing stock acquired upon exercise of an option which remains subject to
repurchase under the provisions of the Stock Option Agreement or any other
agreement signed by the optionee in order to facilitate such repurchase
provisions.

4.4  Terms and Conditions of Options.

     Each option or SAR granted under the Plan shall be evidenced by a written
Stock Option Agreement ("Stock Option Agreement") between the option holder and
the Company providing that the option is subject to the terms and conditions of
the Plan and to such other terms and conditions not inconsistent therewith as
the Committee may deem appropriate in each case.

4.5  Adjustments Upon Changes in Capitalization; Merger and Consolidation.

     If the outstanding shares of Common Stock are changed into, or exchanged
for cash or a different number or kind of shares or securities of the Company or
of another corporation through reorganization, merger, recapitalization,
reclassification, stock split-up, reverse stock split, stock dividend, stock
consolidation, stock combination, stock reclassification or similar transaction,
an appropriate adjustment shall be made by the Committee in the number and kind
of shares as to which options and restricted stock may be granted. In the event
of such a change or exchange, other than for shares or securities of another
corporation or by reason of reorganization, the Committee shall also make a
corresponding adjustment changing the number or kind of shares, and the exercise
price per share allocated to unexercised options or portions thereof, which
shall have been granted prior to any such change, shall likewise be adjusted.
Any such adjustment, however, shall be made without change in the total price
applicable to the unexercised portion of the option but with a corresponding
adjustment in the price for each share (except for any change in the aggregate
price resulting from rounding-off of share quantities or prices).

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     In the event of a "spin-off" or other substantial distribution of assets of
the Company which has a material diminutive effect upon the Fair Market Value of
the Common Stock, the Committee in its discretion shall make an appropriate and
equitable adjustment to the exercise prices of options then outstanding under
the Plan.

     Where an adjustment under this Section 4.5 of the type described above is
made to an Incentive Stock Option, the adjustment will be made in a manner which
will not be considered a "modification" under the provisions of subsection
424(b)(3) of the Code.

     In connection with the dissolution or liquidation of the Company or a
partial liquidation involving 50% or more of the assets of the Company, a
reorganization of the Company in which another entity is the survivor, a merger
or reorganization of the Company under which more than 50% of the Common Stock
outstanding prior to the merger or reorganization is converted into cash or into
another security, a sale of more than 50% of the Company's assets, or a similar
event that the Committee determines, in its discretion, would materially alter
the structure of the Company, or its ownership, the Committee, upon 30 days
prior written notice to the option holders, may, in its discretion, do one or
more of the following: (i) shorten the period during which options are
exercisable (provided they remain exercisable for at least 30 days after the
date the notice is given); (ii) accelerate any vesting schedule to which an
option is subject; (iii) arrange to have the surviving or successor entity grant
replacement options with appropriate adjustments in the number and kind of
securities to each option to the extent then exercisable (including any options
as to which the exercise has been accelerated as contemplated in clause (ii)
above), of any amount that is the equivalent of the Fair Market Value of the
Common Stock (at the effective time of the dissolution, liquidation, merger,
reorganization, sale or other event) or the fair market value of the option.

     In the event of a Change of Control (as defined below), the Committee may,
in considering the advisability or the terms and conditions of any acceleration
of the exercisability of any option pursuant to this Section 4.5, take into
account the penalties that may result directly or indirectly from such
acceleration to either the Company or the option holder, or both, under Section
280G of the Code, and may decide to limit such acceleration to the extent
necessary to avoid or mitigate such penalties or their effects. The term "Change
of Control" means a change in the beneficial ownership of the Company's voting
stock or a change in the composition of the Board which occurs as follows: (a)
any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the
Securities and Exchange Act of 1934) is or becomes a beneficial owner, directly
or indirectly, of stock of the Company representing 25 percent or more of the
total voting power of the Company's then outstanding stock; (b) a tender offer
(for which a filing has been made with the Securities and Exchange Commission
which purports to comply with the requirements of Section 14(d) of the
Securities Exchange Act of 1934 and the corresponding Securities and Exchange
rules) is made for the stock of the Company (in the case of such tender offer,
the Change of Control shall be deemed to have occurred upon the first to occur
of (i) any time during the offer when the person (using the definition in (a)
above) making the offer owns or has accepted for payment stock of the Company
with 25 percent or more of the total voting power of the Company's outstanding
stock or (ii) three business days before the offer is to terminate unless the
offer is withdrawn first, if the person making the offer could own, by the terms
of the offer plus any shares owned by this person, stock with 50 percent or more
of the total voting power of the Company's outstanding stock when the offer
terminates) or (c) individuals who were the Board's nominees for election as
directors of the Company immediately prior to a meeting of the stockholders of
the Company involving a contest for the election of directors shall not
constitute a majority of the Board following the election.

     At the time of a Change of Control, any outstanding SARs of a participant
under this plan shall become fully exercisable on and after the date of the
Change in Control (subject to the expiration provisions otherwise applicable to
the SARs) and any cash or stock acquired by the participant under such SAR
following such Change of Control shall be fully vested upon exercise.

     No fractional share of Common Stock shall be issued under the Plan on
account of any adjustment under this Section 4.5.

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4.6  Rights of Participants and Beneficiaries.

     The Company shall pay all amounts payable hereunder only to the option
holder or beneficiaries entitled thereto pursuant to the Plan. The Company shall
not be liable for the debts, contracts or engagements of any optionee or his or
her beneficiaries, and rights to cash payments under the Plan may not be taken
in execution by attachment or garnishment, or by any other legal or equitable
proceeding while in the hands of the Company.

4.7  Government Regulations.

     The Plan, and the grant and exercise of options and the issuance and
delivery of shares of Common Stock under options granted hereunder, shall be
subject to compliance with all applicable federal and state laws, rules and
regulations including but not limited to state and federal securities law) and
federal margin requirements and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
the Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to
assure compliance with all applicable legal requirements. To the extent
permitted by applicable law, the Plan and options granted hereunder shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.

4.8  Amendment and Termination.

     The Board or the Committee may at any time suspend, amend or terminate the
Plan and may, with the consent of the option holder, make such modifications of
the terms and conditions of such option holder's option as it shall deem
advisable, provided, however, that, without approval of the Company's
stockholders given within twelve months before or after the action by the Board
or the Committee, no action of the Board or the Committee may, (A) materially
increase the benefits accruing to participants under the Plan; (B) materially
increase the number of securities which may be issued under the Plan; or (C)
materially modify the requirements as to eligibility for participation in the
Plan. No option may be granted during any suspension of the Plan or after such
termination. The amendment, suspension or termination of the Plan shall not,
without the consent of the option holder affected thereby, alter or impair any
rights or obligations under any option theretofore granted under the Plan. No
option may be granted during any period of suspension nor after termination of
the Plan, and in no event may any option be granted under the Plan after the
expiration of ten years from the date the Plan is adopted by the Board.

4.9  Time of Grant and Exercise of Option.

     An option shall be deemed to be exercised when the Secretary of the Company
receives written notice from an option holder of such exercise, payment of the
purchase price determined pursuant to Section 3.1 of the Plan and set forth in
the Stock Option Agreement, and all representations, indemnifications and
documents reasonably requested by the Committee.

4.10  Privileges of Stock Ownership; Non-Distributive Intent; Reports to Option
      Holders.

     A participant in the Plan shall be entitled to the privilege of stock
ownership as to any shares of Common Stock not actually issued to the optionee.
Upon exercise of an option at a time when there is not in effect under the
Securities Act of 1933, as amended, a Registration Statement relating to the
Common Stock issuable upon exercise or payment therefor and available for
delivery a Prospectus meeting the requirements of Section 10(a)(3) of said Act,
the optionee shall represent and warrant in writing to the Company that the
shares purchased are being acquired for investment and not with a view to the
distribution thereof.

     The Company shall furnish to each optionee under the Plan the Company's
annual report and such other periodic reports, if any, as are disseminated by
the Company in the ordinary course to its stockholders.

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4.11  Legending Share Certificates.

     In order to enforce any restrictions imposed upon Common Stock issued upon
exercise of an option granted under the Plan or to which such Common Stock may
be subject, the Committee may cause a legend or legends to be placed on any
share certificates representing such Common Stock, which legend or legends shall
make appropriate reference to such restrictions, including, but not limited to,
a restriction against all or such Common Stock for any period of time as may be
required by applicable laws or regulations. If any restriction with respect to
which a legend was placed on any certificate ceases to apply to Common Stock
represented by such certificate, the owner of the Common Stock represented by
such certificates may require the Company to cause the issuance of a new
certificate not bearing the legend.

     Additionally, and not by way of limitation, the Committee may impose such
restrictions on any Common Stock issued pursuant to the Plan as it may deem
advisable, including, without limitation, restrictions under the requirements of
any stock exchange or market upon which Common Stock is then traded.

4.12  Use of Proceeds.

     Proceeds realized pursuant to the exercise of options under the Plan shall
constitute general funds of the Company.

4.13  Changes in Capital Structure; No Impediment to Corporate Transactions.

     The existence of outstanding options under the Plan shall not affect the
Company's right to effect adjustment, recapitalization, reorganizations or other
changes in its or any other corporation's capital structure or business, any
merger or consolidation, any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting Common Stock, the dissolution or
liquidation of the Company's or any other corporations assets or business, or
any other corporate act, whether similar to the events described above or
otherwise.

4.14  Effective Date of the Plan.

     The Plan shall be effective as of the date of its approval by the
stockholders of the Company within twelve months after the date of the Board's
initial adoption of the Plan. Options may be granted but not exercised prior to
stockholder approval of the Plan. If any options are so granted and stockholder
approval shall not have been obtained within twelve months of the date of
adoption of this Plan by the Board of Directors, such options shall terminate
retroactively as of the date they were granted.

4.15  Termination.

     The Plan shall terminate automatically as of the close of business on the
day preceding the tenth anniversary date of its adoption by the Board or earlier
as provided in Section 4.8. Unless otherwise provided herein, the termination of
the Plan shall not affect the validity of any option agreement outstanding at
the date of such termination.

4.16  Limitation of Implied Rights.

     Neither an option holder nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any assets, funds or
property of the Company or any Subsidiary whatsoever, including, without
limitation, any specific funds, assets, or other property which the Company or
any Subsidiary, in its sole discretion, may set aside in anticipation of a
liability under the Plan. An option holder shall have only a contractual right
to the Shares or amounts, if any, payable under the Plan, unsecured by any
assets of the Company or any Subsidiary, and nothing contained in the Plan shall
constitute a guarantee that the assets of the Company or any Subsidiary shall be
sufficient to pay any benefits to any person. Except as otherwise provided in
the Plan, no award under the Plan shall confer upon the holder thereof any
rights as a stockholder of the Company prior to the date on which the individual
fulfills all conditions for receipt of such rights.

                                       C-9
<PAGE>

4.17  Other Compensation.

     The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company, any subsidiary or any Parent
Corporation. Nothing in the Plan shall be construed to limit the right of the
Company (i) to establish any other forms of incentives or compensation for
employees of the company, any Subsidiary or any Parent Corporation or (ii) to
grant or assume options or other rights otherwise than under the Plan in
connection with any proper corporation purpose including but not by way of
limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, firm or association.

                                       C-10