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                                   EXHIBIT 4.1


                       THE COAST DISTRIBUTION SYSTEM, INC.

                            1999 STOCK INCENTIVE PLAN

        This 1999 STOCK INCENTIVE PLAN (the "Plan") is hereby established by THE
COAST DISTRIBUTION SYSTEM, INC., a Delaware corporation (the "Company"), and
adopted by its Board of Directors as of the 20th day of April 1999 (the
"Effective Date").

                                    ARTICLE 1
                              PURPOSES OF THE PLAN

        1.1   PURPOSES. The purposes of the Plan are (a) to enhance the
Company's ability to attract and retain the services of qualified employees,
officers and directors (including non-employee officers and directors), upon
whose judgment, initiative and efforts the successful conduct and development of
the Company's business largely depends, and (b) to provide additional incentives
to such persons to devote their utmost effort and skill to the advancement and
betterment of the Company, by providing them an opportunity to participate in
the ownership of the Company and thereby to have an interest, similar to that of
the Company's stockholders, in the success and increased value of the Company.

                                    ARTICLE 2
                                   DEFINITIONS

        For purposes of this Plan, the following terms shall have the meanings
indicated:

        2.1   ADMINISTRATOR. "Administrator" means the Board or, if the Board
delegates responsibility for any matter to the Committee, the term Administrator
shall mean the Committee.

        2.2   AFFILIATED COMPANY. "Affiliated Company" means any "parent
corporation" or "subsidiary corporation" of the Company, whether now existing or
hereafter created or acquired, as those terms are defined in Sections 424(e) and
424(f) of the Code, respectively.

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

        2.4   CHANGE IN CONTROL. "Change in Control" shall mean (i) the
acquisition, directly or indirectly, by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of all outstanding securities
of the Company; (ii) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction in which the holders of the
outstanding voting securities of the Company immediately prior to such merger or
consolidation hold, in the aggregate, securities possessing more than fifty
percent (50%) of the total combined voting power of all outstanding voting
securities of the surviving entity immediately after such merger or
consolidation; (iii) a reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of all outstanding voting securities of the Company
are transferred to or acquired by a person or persons different from the persons
holding those securities immediately prior to such merger; (iv) the sale,
transfer or other disposition (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (v)
the approval by the shareholders of a plan or proposal for the liquidation or
dissolution of the Company.

        2.5   CODE.  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.


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        2.6   COMMITTEE. "Committee" means a committee of two or more members of
the Board appointed to administer the Plan, as set forth in Section 7.1 hereof.

        2.7   COMMON STOCK. "Common Stock" means the Common Stock, $.001 par
value of the Company, subject to adjustment pursuant to Section 4.2 hereof.

        2.8   DISABILITY. "Disability" means permanent and total disability as
defined in Section 22(e)(3) of the Code. The Administrator's determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.

        2.9   EFFECTIVE DATE. "Effective Date" means the date on which the Plan
is adopted by the Board, as set forth on the first page hereof.

        2.10  EXCHANGE ACT. "Exchange Act" means the Securities Exchange Act of
1934, as amended.

        2.11  EXERCISE PRICE. "Exercise Price" means the purchase price per
share of Common Stock payable upon exercise of an Option.

        2.12   FAIR MARKET VALUE. "Fair Market Value" on any given date means
the value of one share of Common Stock, determined as follows:

              (a)  If the Common Stock is then listed or admitted to trading on
a stock exchange which reports closing sale prices or on the NASDAQ market
system, the Fair Market Value shall be the closing sale price on the date of
valuation on the principal stock exchange on which the Common Stock is then
listed or admitted to trading or on the NASDAQ market system (as the case may
be), or, if no closing sale price is quoted on such day, then the Fair Market
Value shall be the closing sale price of the Common Stock on such exchange or
the NASDAQ market system on the next preceding day for which a closing sale
price is reported.

              (b)  If the Common Stock is not then listed or admitted to trading
on a stock exchange which reports closing sale prices or the NASDAQ market
system, the Fair Market Value shall be the average of the closing bid and asked
prices of the Common Stock in the over-the-counter market on the date of
valuation.

              (c)  If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Administrator
in good faith using any reasonable method of evaluation, which determination
shall be conclusive and binding on all interested parties.

        2.13   INCENTIVE OPTION. "Incentive Option" means any Option designated
and qualified as an "incentive stock option" as defined in Section 422 of the
Code.

        2.14  INCENTIVE OPTION AGREEMENT. "Incentive Option Agreement" means an
Option Agreement with respect to an Incentive Option.

        2.15  NASD DEALER. "NASD Dealer" means a broker-dealer that is a member
of the National Association of Securities Dealers, Inc.

        2.16  NONQUALIFIED OPTION. "Nonqualified Option" means any Option that
is not an Incentive Option. To the extent that any Option designated as an
Incentive Option fails in whole or in part to qualify as an Incentive Option,
including, without limitation, for failure to meet the limitations applicable to
a 10% Shareholder or because it exceeds the annual limit provided for in Section
5.6 below, it shall to that extent constitute a Nonqualified Option.

        2.17  NONQUALIFIED OPTION AGREEMENT. "Nonqualified Option Agreement"
means an Option Agreement with respect to a Nonqualified Option.


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        2.18  OFFEREE. "Offeree" means a Participant to whom a Right to Purchase
has been offered or who has acquired Restricted Stock under the Plan.

        2.19  OPTION. "Option" means any option to purchase Common Stock granted
pursuant to the Plan.

        2.20  OPTION AGREEMENT. "Option Agreement" means the written agreement
entered into between the Company and the Optionee with respect to an Option
granted under the Plan.

        2.21  OPTIONEE. "Optionee" means a Participant who holds an Option.

        2.22  PARTICIPANT. "Participant" means an individual or entity who holds
an Option, a Right to Purchase or Restricted Stock under the Plan.

        2.23  PURCHASE PRICE. "Purchase Price" means the purchase price per
share of Restricted Stock payable upon acceptance of a Right to Purchase.

        2.24  RESTRICTED STOCK. "Restricted Stock" means shares of Common Stock
issued pursuant to Article 6 hereof, subject to any restrictions and conditions
as are established pursuant to that Article 6.

        2.25  RIGHT TO PURCHASE. "Right to Purchase" means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.

        2.26  STOCK PURCHASE AGREEMENT. "Stock Purchase Agreement" means the
written agreement entered into between the Company and the Offeree with respect
to a Right to Purchase offered under the Plan.

        2.27  10% SHAREHOLDER. "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.

                                    ARTICLE 3
                                   ELIGIBILITY

        3.1   INCENTIVE OPTIONS. Officers and other key employees of the Company
or of an Affiliated Company (including members of the Board if they are
employees of the Company or of an Affiliated Company) are eligible to receive
Incentive Options under the Plan.

        3.2   NONQUALIFIED OPTIONS AND RIGHTS TO PURCHASE. Officers and other
key employees of the Company or of an Affiliated Company, and members of the
Board (whether or not employed by the Company or an Affiliated Company), are
eligible to receive Nonqualified Options or Rights to Purchase under the Plan.

        3.3   LIMITATION ON SHARES. In no event shall any Participant be granted
Options or Rights to Purchase in any one calendar year pursuant to which the
aggregate number of shares of Common Stock that may be acquired thereunder
exceeds 100,000 shares (which number shall be subject to adjustment for the
events (such as, but not limited to, stock splits and stock dividends) described
in Section 4.2 hereof.

                                    ARTICLE 4
                                   PLAN SHARES

        4.1   SHARES SUBJECT TO THE PLAN. A total of three hundred thousand
(300,000) shares of Common Stock may be issued under the Plan, subject to
adjustment as to the number and kind of shares pursuant to Section 4.2 hereof.
For purposes of this limitation, in the event that (a) all or any portion of any
Option or Right to Purchase granted or offered under the Plan can no longer
under any circumstances be exercised, or (b) any shares of Common Stock are
reacquired by the Company pursuant to an Incentive Option Agreement,
Nonqualified Option Agreement


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or Stock Purchase Agreement, the shares of Common Stock allocable to the
unexercised portion of such Option or such Right to Purchase, or the shares so
reacquired, shall again be available for grant or issuance under the Plan.

        4.2   CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements,
Rights to Purchase and Stock Purchase Agreements in order to preserve, as nearly
as practical, but not to increase, the benefits to Participants.

                                    ARTICLE 5
                                     OPTIONS

        5.1   OPTION AGREEMENT. Each Option granted pursuant to this Plan shall
be evidenced by an Option Agreement which shall specify the number of shares
subject thereto, the Exercise Price per share, and whether the Option is an
Incentive Option or Nonqualified Option. As soon as is practical following the
grant of an Option, an Option Agreement shall be duly executed and delivered by
or on behalf of the Company to the Optionee to whom such Option was granted.
Each Option Agreement shall be in such form and contain such additional terms
and conditions, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable, including, without
limitation, the imposition of any rights of first refusal and resale obligations
upon any shares of Common Stock acquired pursuant to an Option Agreement. Each
Option Agreement may be different from each other Option Agreement.

        5.2   EXERCISE PRICE. The Exercise Price per share of Common Stock
covered by each Option shall be determined by the Administrator, subject to the
following: (a) the Exercise Price of an Incentive Option shall not be less than
100% of Fair Market Value on the date the Incentive Option is granted, unless
the Optionee is a 10% Shareholder on the date of grant, in which event the
Exercise Price shall not be less than 110% of Fair Market Value on the date the
Option is granted; and (b) the Exercise Price of a Nonqualified Option shall not
be less than 100% of Fair Market Value on the date the Nonqualified Option is
granted.

        5.3   PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price shall be
made upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c)
the surrender of shares of Common Stock owned by the Optionee that have been
held by the Optionee for at least six (6) months, which surrendered shares shall
be valued at Fair Market Value as of the date of such exercise; (d) the
Optionee's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and an NASD Dealer
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the shares so purchased to pay for the Exercise Price and whereby the
NASD Dealer irrevocably commits upon receipt of such shares to forward the
Exercise Price directly to the Company; (h) provided that a public market for
the Common Stock exists, a "margin" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise the Option and to
pledge the shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; or (i) any combination of
the foregoing methods of payment or any other consideration or method of payment
as shall be permitted by applicable corporate law.

        5.4   TERM AND TERMINATION OF OPTIONS. The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no Option
may be exercisable more than ten (10) years after the date it is granted. An
Incentive Option granted to a person who is a 10% Shareholder on the date of
grant shall not be exercisable more than five (5) years after the date it is
granted.


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        5.5   VESTING AND EXERCISE OF OPTIONS. Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator.

        5.6   ANNUAL LIMIT ON INCENTIVE OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock shall
not, with respect to which Incentive Options granted under this Plan and any
other plan of the Company or any Affiliated Company become exercisable for the
first time by an Optionee during any calendar year, exceed $100,000.

        5.7   NONTRANSFERABILITY OF OPTIONS. No Option shall be assignable or
transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee; provided,
however, that, in the discretion of the Administrator, any Option may be
assigned or transferred in any manner which an "incentive stock option" is
permitted to be assigned or transferred under the Code.

        5.8   RIGHTS AS SHAREHOLDER. An Optionee or permitted transferee of an
Option shall have no rights or privileges as a shareholder with respect to any
shares covered by an Option until such Option has been duly exercised and
certificates representing shares purchased upon such exercise have been issued
to such person.

        5.9   NON-EMPLOYEE DIRECTORS. Notwithstanding any other provision of the
Plan, each incumbent director of the Company who is neither an employee nor
executive officer of the Company (a "non-employee director") shall automatically
be granted Nonqualified Options to purchase two thousand (2,000) shares of the
Company's Common Stock each year effective on the date of each Annual Meeting of
Stockholders of the Company commencing in 2000; except that on the date any
individual, who was not formerly an officer or employee of the Company or any
parent or subsidiary of the Company, becomes a non-employee director of the
Company for the first time, he or she shall automatically be granted
Nonqualified Options to purchase two thousand (2,000) shares of common stock of
the Company. Nonqualified Options to be granted to non-employee directors of the
Company pursuant to this Section 5.9 shall (i) have an exercise price equal to
one hundred percent (100%) of the Fair Market Value on the date of grant, as
determined in accordance with the terms of the Plan; (ii) have a term of ten
(10) years; and (iii) otherwise be subject to the terms and provisions of the
Plan. The Options granted upon the initial commencement of service as a
non-employee director shall vest on the first anniversary of the date of grant.
The Options automatically granted to non-employee incumbent directors on the
date of each Annual Meeting of Stockholders shall vest six months after grant.
Notwithstanding any other term or provision contained in the Plan, neither the
Board of Directors nor the Committee may amend the amount, price or timing of
Options granted under this Section 5.9 more frequently than every six (6)
months, except to comport with changes in the Code, the Employee Retirement
Income Security Act, or Rule 16b-3 promulgated under the Exchange Act.

                                    ARTICLE 6
                               RIGHTS TO PURCHASE

        6.1   NATURE OF RIGHT TO PURCHASE. A Right to Purchase granted to an
Offeree entitles the Offeree to purchase, for a Purchase Price determined by the
Administrator, shares of Common Stock subject to such terms, restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock"). Such conditions may include, but are not limited to, continued
employment or the achievement of specified performance goals or objectives.

        6.2   ACCEPTANCE OF RIGHT TO PURCHASE. An Offeree shall have no rights
with respect to the Restricted Stock subject to a Right to Purchase unless the
Offeree shall have accepted the Right to Purchase within ten (10) days (or such
longer or shorter period as the Administrator may specify) following the grant
of the Right to Purchase by making payment of the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from


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time to time, deem desirable. Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

        6.3   PAYMENT OF PURCHASE PRICE. Subject to any legal restrictions,
payment of the Purchase Price upon acceptance of a Right to Purchase Restricted
Stock may be made, in the discretion of the Administrator, by: (a) cash; (b)
check; (c) the surrender of shares of Common Stock owned by the Offeree that
have been held by the Offeree for at least six (6) months, which surrendered
shares shall be valued at Fair Market Value as of the date of such exercise; (d)
the Offeree's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Offeree; (f) the waiver of compensation due or accrued to the Offeree for
services rendered; or (g) any combination of the foregoing methods of payment or
any other consideration or method of payment as shall be permitted by applicable
corporate law.

        6.4   RIGHTS AS A SHAREHOLDER. Upon complying with the provisions of
Section 6.2 hereof, including but not limited to the payment of the full
Purchase Price in the manner provided in Section 6.3), an Offeree shall have the
rights of a shareholder with respect to the Restricted Stock purchased pursuant
to the Right to Purchase, including voting and dividend rights, subject to the
terms, restrictions and conditions as are set forth in the Stock Purchase
Agreement. Unless the Administrator shall determine otherwise, certificates
evidencing shares of Restricted Stock shall remain in the possession of the
Company until such shares have vested in accordance with the terms of the Stock
Purchase Agreement.

        6.5   RESTRICTIONS. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement. In the event of
termination of a Participant's employment, service as a director of the Company
or Service Provider status for any reason whatsoever (including death or
disability), the Stock Purchase Agreement may provide, in the discretion of the
Administrator, that the Company shall have the right, exercisable at the
discretion of the Administrator, to repurchase (i) at the original Purchase
Price, any shares of Restricted Stock which have not vested as of the date of
termination, and (ii) at Fair Market Value, any shares of Restricted Stock which
have vested as of such date, on such terms as may be provided in the Stock
Purchase Agreement.

        6.6   VESTING OF RESTRICTED STOCK. The Stock Purchase Agreement shall
specify the date or dates, the performance goals or objectives which must be
achieved, and any other conditions on which the Restricted Stock may vest.

        6.7   DIVIDENDS. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.

        6.8   NONASSIGNABILITY OF RIGHTS. No Right to Purchase shall be
assignable or transferable except by will or the laws of descent and
distribution or as otherwise provided by the Administrator.

                                    ARTICLE 7
                           ADMINISTRATION OF THE PLAN

        7.1   ADMINISTRATOR. Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or
more members of the Board (the "Committee"). Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board.
As used herein, the term "Administrator" means the Board or, with respect to any
matter as to which responsibility has been delegated to the Committee, the term
Administrator shall mean the Committee.

        7.2   POWERS OF THE ADMINISTRATOR. In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law, the
Administrator shall have full power and authority: (a) to determine the persons
to whom, and the time or times at which, Incentive Options or Nonqualified
Options shall be granted and Rights to Purchase shall be offered, the number of
shares to be represented by each Option and Right to


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Purchase and the consideration to be received by the Company upon the exercise
thereof; (b) to interpret the Plan; (c) to create, amend or rescind rules and
regulations relating to the Plan; (d) to determine the terms, conditions and
restrictions contained in, and the form of, Option Agreements and Stock Purchase
Agreements; (e) to determine the identity or capacity of any persons who may be
entitled to exercise a Participant's rights under any Option or Right to
Purchase under the Plan; (f) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Option Agreement or Stock
Purchase Agreement; (g) to accelerate the vesting of any Option or release or
waive any repurchase rights of the Company with respect to Restricted Stock; (h)
to extend the exercise date of any Option or acceptance date of any Right to
Purchase; (i) to provide for rights of first refusal and/or repurchase rights;
(j) to amend outstanding Option Agreements and Stock Purchase Agreements to
provide for, among other things, any change or modification which the
Administrator could have provided for upon the grant of an Option or Right to
Purchase or in furtherance of the powers provided for herein; and (k) to make
all other determinations necessary or advisable for the administration of the
Plan, but only to the extent not contrary to the express provisions of the Plan.
Any action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.

        7.3   LIMITATION ON LIABILITY. No employee of the Company or member of
the Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person acts fraudulently or in bad faith. To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any employee of the Company with duties under the Plan, who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed proceeding, whether civil, criminal, administrative or
investigative, by reason of such person's conduct in the performance of duties
under the Plan.

                                    ARTICLE 8
                                CHANGE IN CONTROL

        8.1   CHANGE IN CONTROL. The following provisions shall become
applicable to any Change in Control of the Company in order to preserve the
rights and benefits of any Participant under this Plan:

              (a)  If there is an acquiring, surviving or successor person or
entity (or any parent corporation thereof) in any Change of Control and such
person or entity or parent thereof agrees to and does assume the outstanding
Options or issues new options ("replacement options") or other incentives under
a new incentive program ("New Incentives"), having comparable value in exchange
for the outstanding Options (including in exchange for the unvested portion of
such Options), then, each outstanding Option or replacement option or New
Incentive (as the case may be) shall be appropriately adjusted, concurrently
with the consummation of the Change in Control, to apply to the number and class
of securities or other property that the Participant would have received
pursuant to the Change in Control transaction in exchange for the shares
issuable upon exercise of the Option had the Option been exercised immediately
prior to the Change in Control, and appropriate adjustment also shall be made to
the Exercise Price or Purchase Price thereof such that the aggregate Exercise
Price of each such Option or replacement option shall remain the same. In such
event, vesting of outstanding Options shall not accelerate and shall continue in
full force and effect. The Administrator, in its discretion, may provide in any
Option Agreement that if such Option is assumed by the acquiring, surviving or
successor entity (or parent thereof), or a replacement option or a New Incentive
is issued in exchange therefor pursuant to the terms of a Change in Control
transaction, then vesting of the Option or the replacement option or the New
Incentive (as the case may be), shall accelerate if and at such time as the
Participant's service as an employee, director, officer, consultant or other
service provider to the successor entity (or a parent or any subsidiary thereof)
is terminated involuntarily within a specified period following consummation of
the Change in Control, pursuant to such terms and conditions as shall be set
forth in the Option Agreement.

              (b)  If the acquiring, surviving or successor person or entity (or
any parent corporation thereof) in any Change of Control does not agree to
assume, or issue replacement options or New Incentives in exchange for, the
outstanding Options, as contemplated by Paragraph 8.1(b) above, the following
adjustments shall be made in order to preserve a Participant's rights and
benefits:


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                   (i)    Provided that the Change of Control is consummated,
the vesting of all outstanding Options shall automatically accelerate effective
immediately prior to the consummation of the Change in Control.

                   (ii)   The Administrator in its discretion may provide for
the purchase or exchange of each Option for an amount of cash or other property
having a value equal to the difference (or "spread") between (x) the value of
the cash or other property that the Participant would have received pursuant to
the Change in Control transaction in exchange for the shares issuable upon
exercise of the Option had the Option been exercised immediately prior to the
Change in Control, and (y) the Exercise Price of the Option.

                   (iii)  To the extent not exercised effective immediately
prior to or concurrently with the consummation of the Change of Control, each
Option and any unexercised Rights to Purchase granted under this Plan, all
rights and benefits accorded thereby, shall terminate automatically on
consummation of the Change of Control transaction.

              (c)  If a Change of Control involves the acquisition of at least a
majority of the outstanding shares of Common Stock of the Company by means of an
outright purchase of outstanding or newly issued shares of Common Stock of the
Company, and does not involve or contemplate a merger, consolidation or
reorganization of the Company with or an acquisition of its assets by, another
entity, then, no changes or adjustments shall be made to any of the outstanding
Options, all of which shall continue in full force and effect and unchanged;
except that (i) the Administrator, in its discretion, may provide in any Option
Agreement that if such a Change of Control occurs the vesting of the Option
shall accelerate if and at such time as the Participant's service as an officer,
employee or director is terminated involuntarily within a specified period
following consummation of the Change in Control, pursuant to such terms and
conditions as shall be set forth in the Option Agreement, and (ii) the
Administrator in its discretion may make either or both of the adjustments to
the outstanding Options set forth in clauses (i) and (ii) of Paragraph 8.1(b)
above.

              (d)  If a Participant holds shares of Restricted Stock that are
not fully vested at the time of a Change in Control, the provisions set forth
above in this Article 8 with respect to the vesting of Options also shall apply
to the vesting of shares of Restricted Stock. Thus, if the vesting of
outstanding Options does not accelerate because they are assumed or replacement
options of comparable value or New Incentives are issued in exchange therefor,
as contemplated by Paragraph 8.1(a) above, then, the vesting provisions of the
Restricted Stock shall also continue on a comparable basis following
consummation of the Change in Control. Likewise, if the Change of Control is
consummated to which Paragraph 8.1(b) or Paragraph 8.1(c) is applicable and the
vesting of the Outstanding Options is accelerated pursuant thereto, then, the
vesting of shares of Restricted Stock and termination of all restrictions
thereon (other than restrictions imposed to secure payment of the unpaid portion
(if any) of the Purchase Price of such Restricted Stock) also shall accelerate
effective immediately prior to the consummation of the Change in Control.

                                    ARTICLE 9
                      AMENDMENT AND TERMINATION OF THE PLAN

        9.1   AMENDMENTS. The Board may from time to time alter, amend, suspend
or terminate the Plan in such respects as the Board may deem advisable. No such
alteration, amendment, suspension or termination shall be made which shall
substantially affect or impair the rights of any Participant under an
outstanding Option Agreement or Stock Purchase Agreement without such
Participant's consent. The Board may alter or amend the Plan to comply with
requirements under the Code relating to Incentive Options or other types of
options which give Optionees more favorable tax treatment than that applicable
to Options granted under this Plan as of the date of its adoption. Upon any such
alteration or amendment, any outstanding Option granted hereunder may, if the
Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such terms
and conditions.


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        9.2   PLAN TERMINATION. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on March 31, 2009 and no Options or Rights
to Purchase may be granted under the Plan thereafter, but Option Agreements,
Stock Purchase Agreements and Rights to Purchase then outstanding shall continue
in effect in accordance with their respective terms.

                                   ARTICLE 10
                                 TAX WITHHOLDING

        10.1  WITHHOLDING. The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
any applicable Federal, state, and local tax withholding requirements with
respect to any Options exercised or Restricted Stock issued under the Plan. To
the extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Participant to satisfy his or her obligation
to pay any such tax, in whole or in part, up to an amount determined on the
basis of the lowest marginal tax rate applicable to such Participant, by
delivering to the Company shares of Common Stock owned by the Participant. The
shares of Common Stock so delivered in satisfaction of the Participant's tax
withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.

                                   ARTICLE 11
                                  MISCELLANEOUS

        11.1  BENEFITS NOT ALIENABLE. Other than as provided above, benefits
under the Plan may not be assigned or alienated, whether voluntarily or
involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other
disposition shall be without effect.

        11.2  NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Participant to be
consideration for, or an inducement to, or a condition of, the employment of any
Participant. Nothing contained in the Plan shall be deemed to give the right to
any Participant to be retained as an employee of the Company or any Affiliated
Company or to limit the right of the Company or any Affiliated Company to
discharge any Participant at any time.

        11.3  APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.


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                DATES OF ADOPTION/AMENDMENT; DATE OF TERMINATION



<TABLE>
              <S>                   <C>                           <C>
              Dates of Adoption:    By the Board of Directors:    April 20, 1999

                                    By the Shareholders:          July 27, 1999

              Date of Termination:                                March 31, 2009
</TABLE>








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