GREEN MOUNTAIN COFFEE, INC.
                             2000 STOCK OPTION PLAN

         1.       Purpose of the Plan.

         The purpose of the Green Mountain  Coffee,  Inc. 2000 Stock Option Plan
(the  "Plan") is to advance the  interests  of Green  Mountain  Coffee,  Inc., a
Delaware corporation (the "Company"),  by providing an opportunity for ownership
of the  stock  of the  Company  by  employees,  agents  and  directors  of,  and
consultants to, the Company and its subsidiaries, as defined below. By providing
an opportunity for such stock ownership, the Company seeks to attract and retain
such  qualified  personnel,  and otherwise to provide  additional  incentive for
optionees to promote the success of its business.

         2.       Stock Subject to the Plan.

                  (a) The total number of shares of the  authorized but unissued
or  Treasury  shares of the  common  stock,  $0.10 par value per  share,  of the
Company (the  "Common  Stock") for which  options may be granted  under the Plan
(the "Options")  shall be 400,000,  subject to adjustment as provided in Section
13 hereof.

                  (b) If an Option granted or assumed  hereunder shall expire or
terminate for any reason without having been exercised in full, the  unpurchased
shares  subject  thereto shall again be available for  subsequent  Option grants
under the Plan.

                  (c) Stock  issuable  upon exercise of an Option may be subject
to such  restrictions on transfer,  repurchase  rights or other  restrictions as
shall be determined by the Board of Directors of the Company (the "Board").

         3.       Administration of the Plan.

         The Plan shall be  administered  by the  Board.  No member of the Board
shall act upon any matter  exclusively  affecting  any  Option  granted or to be
granted to himself or herself  under the Plan.  A majority of the members of the
Board shall  constitute  a quorum,  and any action may be taken by a majority of
those  present and voting at any  meeting.  The  decision of the Board as to all
questions of interpretation and application of the Plan shall be final,  binding
and  conclusive on all persons.  The Board,  in its sole  discretion,  may grant
Options to purchase shares of the Common Stock, and the Board shall issue shares
upon  exercise of such  Options as  provided  in the Plan.  The Board shall have
authority,  subject to the  express  provisions  of the Plan,  to  construe  the
respective Option agreements and the Plan, to prescribe, amend and rescind rules
and  regulations  relating to the Plan, to determine the terms and provisions of
the respective Option  agreements,  which may but need not be identical,  and to
make  all  other  determinations  in the  judgment  of the  Board  necessary  or
desirable for the  administration  of the Plan. The Board may correct any defect
or supply any  omission or  reconcile  any  inconsistency  in the Plan or in any
Option  agreement  in the manner and to the  extent it shall deem  expedient  to
implement the Plan and shall be the sole and final judge of such expediency.  No
director shall be liable for any action or determination made in good faith. The
Board, in its discretion, may delegate its power, duties and responsibilities to
a committee,  consisting  of two or more  members of the Board,  all of whom are
"disinterested   persons"  (as  hereinafter  defined).  If  a  committee  is  so
appointed,  all  references  to the Board  herein  shall mean and relate to such
committee, unless the context otherwise requires.

         4.      Type of Options.

         Options  granted  pursuant to the Plan shall be authorized by action of
the Board and may be designated as either  incentive  stock options  meeting the
requirements  of Section 422 of the Internal  Revenue  Code of 1986,  as amended
(the  "Code"),  or  non-qualified  options  which are not  intended  to meet the
requirements  of such Section 422 of the Code, the designation to be in the sole
discretion of the Board. Options designated as incentive stock options that fail
to  continue  to meet the  requirements  of  Section  422 of the  Code  shall be
redesignated as non-qualified  options  automatically  without further action by
the Board on the date of such  failure to continue to meet the  requirements  of
Section 422 of the Code.

         5.       Eligibility.

         Options  designated  as incentive  stock  options may be granted to any
employees  of  the  Company  or  any  subsidiary   corporation   (herein  called
"subsidiary"  or  "subsidiaries"),  as defined in Section 424(f) of the Code and
the Treasury regulations  promulgated thereunder (the "Regulations").  Directors
who are not  otherwise  employees  of the Company or a  subsidiary  shall not be
eligible to be granted  incentive  stock options  pursuant to the Plan.  Options
designated  as  non-qualified  options  may be granted to (i)  officers  and key
employees  of  the  Company  or of  any of its  subsidiaries,  or  (ii)  agents,
directors of and consultants to the Company,  whether or not otherwise employees
of the Company.

         In  determining  the  eligibility  of an  individual  to be  granted an
Option,  as well as in  determining  the number of shares to be  optioned to any
individual,  the Board shall take into account the position and responsibilities
of the individual being  considered,  the nature and value to the Company or its
subsidiaries of his or her service and  accomplishments,  his or her present and
potential  contribution to the success of the Company or its  subsidiaries,  and
such other factors as the Board may deem relevant.

         6.       Restrictions on Incentive Stock Options.

         Incentive stock options (but not  non-qualified  options) granted under
this Plan shall be subject to the following restrictions:


<PAGE>


         (a)  Limitation on Number of Shares.  Ordinarily,  the  aggregate  fair
         market  value of the  shares  of Common  Stock  with  respect  to which
         incentive  stock  options  are granted  (determined  as of the date the
         incentive stock options are granted), exercisable for the first time by
         an individual during any calendar year shall not exceed $100,000. If an
         incentive stock option is granted  pursuant to which the aggregate fair
         market  value  of  shares  with  respect  to  which  it  first  becomes
         exercisable in any calendar year by an individual exceeds such $100,000
         limitation,  the  portion  of such  option  which is in  excess  of the
         $100,000 limitation shall be treated as a non-qualified option pursuant
         to Section  422(d)(1) of the Code.  In the event that an  individual is
         eligible to  participate  in any other stock option plan of the Company
         or any  subsidiary of the Company which is also intended to comply with
         the  provisions of Section 422 of the Code,  such  $100,000  limitation
         shall apply to the aggregate number of shares for which incentive stock
         options may be granted under this Plan and all such other plans.

         (b) Ten Percent (10%) Shareholder. If any employee to whom an incentive
         stock option is granted  pursuant to the  provisions of this Plan is on
         the date of grant  the  owner of stock  (as  determined  under  Section
         424(d) of the  Code)  possessing  more  than 10% of the total  combined
         voting  power of all classes of stock of the Company or any  subsidiary
         of  the  Company,  then  the  following  special  provisions  shall  be
         applicable to the incentive stock options granted to such individual:

                                    (i) The  Option  price per share  subject to
                           such  incentive  stock options shall be not less than
                           110% of the fair market value of the stock determined
                           at the time such Option was granted.  In  determining
                           the fair market  value  under this  clause  (i),  the
                           provisions of Section 8 hereof shall apply.

                                    (ii) The incentive stock option by its terms
                           shall not be exercisable after the expiration of five
                           (5) years from the date such option is granted.

         7.       Option Agreement.

         Each Option shall be evidenced by an Option agreement (the "Agreement")
duly  executed on behalf of the Company and by the  optionee to whom such Option
is granted,  which  Agreement  shall comply with and be subject to the terms and
conditions of the Plan.  The Agreement may contain such other terms,  provisions
and conditions which are not inconsistent  with the Plan as may be determined by
the Board;  provided that Options  designated  as incentive  stock options shall
meet all of the conditions for incentive stock options as defined in Section 422
of the Code.  No Option  shall be granted  within the meaning of the Plan and no
purported  grant of any Option shall be effective until the Agreement shall have
been duly  executed  on behalf of the Company  and the  optionee.  More than one
Option may be granted to an individual.


<PAGE>


         8.       Option Price.

         (a) The  Option  price or  prices of  shares  of the  Common  Stock for
Options designated as non-qualified  stock options shall be as determined by the
Board as of the date of grant of such Option.

         (b) Subject to the  conditions  set forth in Section 6(b)  hereof,  the
Option price or prices of shares of the  Company's  Common  Stock for  incentive
stock  options  shall be at least the fair market  value of such Common Stock at
the time the Option is granted as determined by the Board in accordance with the
Regulations promulgated under Section 422 of the Code.

         (c) If such shares are then listed on any national securities exchange,
the fair market value shall be the last sales price on the largest such exchange
on the date of the grant of the  Option  or,  if none,  shall be  determined  by
taking a weighted  average of the means  between the  highest  and lowest  sales
prices on the nearest  date before and the nearest date after the date of grant.
If the shares are not then listed on any such exchange, the fair market value of
such  shares  shall  be the  last  sales  price  as  reported  in  the  National
Association of Securities Dealers Automated  Quotation System ("NASDAQ") for the
date of the grant of the Option,  or, if none,  shall be  determined by taking a
weighted average of the means between the highest and lowest sales prices on the
nearest date before and the nearest date after the date of grant.  If the shares
are not then either  listed on any such  exchange or quoted in NASDAQ,  the fair
market  value shall be the mean between the average of the "Bid" and "Ask" price
quotations on the National Daily Quotation  Service for the date of the grant of
the Option, or, if none, shall be determined by taking a weighted average of the
means between the highest and lowest sales prices on the nearest date before and
the nearest  date after the date of grant.  If the fair market  value  cannot be
determined under the preceding three  sentences,  it shall be determined in good
faith by the Board.

         9.       Manner of Payment: Manner of Exercise.

         (a) Options  granted  under the Plan may provide for the payment of the
exercise  price by delivery  of (i) cash or a check  payable to the order of the
Company in an amount equal to the exercise price of such Options, (ii) shares of
Common Stock owned by the optionee having a fair market value equal in amount to
the exercise price of the Options being  exercised,  or (iii) any combination of
(i) and (ii); provided,  however, that payment of the exercise price by delivery
of shares  of  Common  Stock  owned by such  optionee  may be made only upon the
condition  that  such  payment  does not  result  in a charge  to  earnings  for
financial  accounting purposes as determined by the Board, unless such condition
is waived by the Board.  The fair  market  value of any  shares of Common  Stock
which may be delivered  upon  exercise of an Option shall be  determined  by the
Board in accordance with Section 8 hereof.

         (b) To the extent that the right to purchase shares under an Option has
accrued  and is in effect,  Options may be  exercised  in full at one time or in
part  from time to time,  by  giving  written  notice,  signed by the  person or
persons exercising the Option, to the Company, stating the number of shares with
respect to which the Option is being  exercised,  accompanied by payment in full
for such shares as  provided  in  subparagraph  (a) above.  Upon such  exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal  office of the Company to the person or persons  exercising the Option
at such time,  during ordinary  business  hours,  after thirty (30) days but not
more  than  ninety  (90)  days  from the date of  receipt  of the  notice by the
Company,  as shall be  designated  in such  notice,  or at such time,  place and
manner as may be agreed upon by the Company and the person or persons exercising
the Option.

         10.      Exercise of Options.

         Each Option granted under the Plan shall, subject to Section 11 (b) and
Section 13 hereof,  be  exercisable at such time or times and during such period
as shall be set  forth  in the  Agreement;  provided,  however,  that no  Option
granted  under the Plan  shall  have a term in excess of ten (10) years from the
date of grant.  To the extent that an Option to purchase shares is not exercised
by an optionee when it becomes  initially  exercisable,  it shall not expire but
shall be carried forward and shall be exercisable,  on a cumulative basis, until
the expiration of the exercise period.  No partial exercise may be made for less
than twenty five(25) full shares of Common Stock.

         11.      Term of Options: Exercisability.

         (a)      Term.
                  -----

                                    (i)  Each  Option  shall  expire  on a  date
                           determined  by the  Board  which is not more than ten
                           (10)  years  from the date of the  granting  thereof,
                           except  (a) as  otherwise  provided  pursuant  to the
                           provisions  of  Section  6(b)  hereof,  and  (b)  for
                           earlier termination as herein provided.

                                    (ii)  Except as  otherwise  provided in this
                           Section 11, an Option  granted to any optionee  whose
                           employment,   for   the   Company   or   any  of  its
                           subsidiaries,  is terminated,  shall terminate on the
                           earlier of ninety days after the date such optionee's
                           employment,  for the Company or any such  subsidiary,
                           is  terminated,  or (ii) the date on which the Option
                           expires by its terms.

                                    (iii) If the  employment  of an  optionee is
                           terminated by the Company or any of its  subsidiaries
                           for cause or because the optionee is in breach of any
                           employment  agreement,  such Option will terminate on
                           the date the  optionee's  employment is terminated by
                           the Company or any such subsidiary.
                                    (iv) If the  employment  of an  optionee  is
                           terminated by the Company or any of its  subsidiaries
                           because the optionee has become permanently  disabled
                           (within the meaning of Section 22(e)(3) of the Code),
                           such Option shall terminate on the earlier of (i) one
                           year after the date such optionee's  employment,  for
                           the Company or any such subsidiary, is terminated, or
                           (ii) the  date on which  the  Option  expires  by its
                           terms.

                                    (v)  In  the  event  of  the  death  of  any
                           optionee,  any Option  granted to such optionee shall
                           terminate one year after the date of death, or on the
                           date  on  which  the  Option  expires  by its  terms,
                           whichever occurs first.

         (b)      Exercisability.
                  --------------

                                    (i)  Except  as  provided  below,  an Option
                           granted  to an  optionee  whose  employment,  for the
                           Company or any of its  subsidiaries,  is  terminated,
                           shall  be  exercisable  only to the  extent  that the
                           right  to  purchase  shares  under  such  Option  has
                           accrued and is in effect on the date such  optionee's
                           employment,  for the Company or any such  subsidiary,
                           is terminated.

                                    (ii) An Option  granted to an optionee whose
                           employment is terminated by the Company or any of its
                           subsidiaries because he or she has become permanently
                           disabled,  as  defined  above,  shall be  immediately
                           exercisable  as to the full number of shares  covered
                           by such Option,  whether or not under the  provisions
                           of  Section  10  hereof  such  Option  was  otherwise
                           exercisable as of the date of disability.

                                    (iii)  In  the  event  of  the  death  of an
                           optionee,  the Option granted to such optionee may be
                           exercised  as to the full  number of  shares  covered
                           thereby,  whether  or not  under  the  provisions  of
                           Section 10 hereof the  optionee was entitled to do so
                           at the  date of his or her  death,  by the  executor,
                           administrator  or  personal  representative  of  such
                           optionee,  or by any person or persons  who  acquired
                           the  right to  exercise  such  Option by  bequest  or
                           inheritance  or  by  reason  of  the  death  of  such
                           optionee.

         12.      Options Not Transferable.

         The right of any optionee to exercise any Option  granted to him or her
shall not be assignable or  transferable  by such optionee other than by will or
the laws of descent and  distribution,  and any such Option shall be exercisable
during the  lifetime of such  optionee  only by him or her.  Any Option  granted
under the Plan shall be null and void and without  effect upon the bankruptcy of
the optionee to whom the Option is granted, or upon any attempted  assignment or
transfer, except as herein provided, including without limitation, any purported
assignment,  whether voluntary or by operation of law, pledge,  hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such Option.

         13.      Recapitalization, Reorganizations and the Like.

         In the  event  that the  outstanding  shares  of the  Common  Stock are
changed  into or  exchanged  for a  different  number or kind of shares or other
securities  of  the  Company  or  of  another   corporation  by  reason  of  any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up,  combination  of  shares,  or  dividends  payable  in  capital  stock,
appropriate  adjustment  shall be made in the  number  and kind of  shares as to
which Options may be granted under the Plan and as to which outstanding  Options
or portions thereof then unexercised  shall be exercisable,  to the end that the
proportionate  interest  of the  optionee  shall be  maintained  as  before  the
occurrence of such event;  such adjustment in outstanding  Options shall be made
without change in the total price applicable to the unexercised  portion of such
Options and with a corresponding adjustment in the Option price per share.

         In  addition,  in the case of any (i)  sale or  conveyance  to  another
entity of all or substantially  all of the property and assets of the Company or
(ii) Change in Control (as hereinafter defined) of the Company, the purchaser(s)
of the  Company's  assets  or stock,  in his,  her or its sole  discretion,  may
deliver to the optionee the same kind of consideration  that is delivered to the
shareholders  of the Company as a result of such sale,  conveyance  or Change in
Control,  or the Board,  in its sole  discretion,  may  cancel  all  outstanding
Options in exchange for consideration in cash or in kind, which consideration in
both  cases  shall be equal in value to the  value of those  shares  of stock or
other  securities the optionee would have received had the Option been exercised
(whether or not then  exercisable) and had no disposition of the shares acquired
upon  such  exercise  been  made  prior to such  sale,  conveyance  or Change in
Control, less the Option price therefor. Upon receipt of such consideration, all
Options (whether or not then exercisable) shall immediately  terminate and be of
no  further  force or  effect.  The value of the stock or other  securities  the
optionee  would  have  received  if the  Option  had  been  exercised  shall  be
determined  in good  faith by the  Board,  and in the case of  shares  of Common
Stock, in accordance with the provisions of Section 8 hereof.

         Any  Options  that  are  not  yet  exercisable,   notwithstanding   any
limitations  in  this  Plan  or  in  the  Agreement  shall  become   immediately
exercisable  upon  such a sale,  conveyance  or  Change  in  Control.  Upon such
acceleration,  any Options or portion thereof originally designated as incentive
stock  options that no longer  qualify as incentive  stock options under Section
422 of the Code as a  result  of such  acceleration  shall  be  redesignated  as
non-qualified stock options.

         A "Change in Control"  shall be deemed to have  occurred if any person,
or any two or more persons acting as a group,  and all affiliates of such person
or persons,  who prior to such time owned less than fifty  percent  (50%) of the
then outstanding  Common Stock,  shall acquire such additional  shares of Common
Stock  in one or  more  transactions,  or  series  of  transactions,  such  that
following such transaction or transactions,  such person or group and affiliates
beneficially own fifty percent (50%) or more of the Common Stock outstanding.

         Upon  dissolution or liquidation  of the Company,  all Options  granted
under  this Plan  shall  terminate,  but each  optionee  (if at such time in the
employ of or otherwise associated with the Company or any of its subsidiaries as
a director, agent or consultant) shall have the right, immediately prior to such
dissolution  or  liquidation,  to exercise  his or her Option to the extent then
exercisable.

         If by reason  of a  corporate  merger,  consolidation,  acquisition  of
property or stock, separation,  reorganization,  or liquidation, the Board shall
authorize  the issuance or  assumption  of a stock option or stock  options in a
transaction to which Section 424(a) of the Code applies,  then,  notwithstanding
any other  provision of the Plan,  the Board may grant an option or options upon
such  terms  and  conditions  as it may  deem  appropriate  for the  purpose  of
assumption  of the old  Option,  or  substitution  of a new  option  for the old
Option, in conformity with the provisions of such Section 424(a) of the Code and
the Regulations  thereunder,  and any such option shall not reduce the number of
shares otherwise available for issuance under the Plan.

         No fraction of a share shall be  purchasable  or  deliverable  upon the
exercise of any Option, but in the event any adjustment  hereunder in the number
of shares covered by the Option shall cause such number to include a fraction of
a share,  such fraction shall be adjusted to the nearest smaller whole number of
shares.

         14.      No Special Employment Rights.

         Nothing  contained in the Plan or in any Option  granted under the Plan
shall confer upon any Option  holder any right with respect to the  continuation
of his or her  employment  by the Company or any  subsidiary or interfere in any
way with the right of the Company or any subsidiary, subject to the terms of any
separate  employment  agreement to the contrary,  at any time to terminate  such
employment or to increase or decrease the compensation of the Option holder from
the  rate in  existence  at the  time of the  grant  of an  Option.  Whether  an
authorized leave of absence, or absence in military or government service, shall
constitute  termination  of  employment  shall be determined by the Board at the
time of such occurrence.

         15.      Withholding.

         The  Company's  obligation  to deliver  shares upon the exercise of any
non-qualified  Option  granted  under the Plan  shall be  subject  to the Option
holder's  satisfaction  of all  applicable  Federal,  state and local income and
employment tax withholding  requirements.  The Company and optionee may agree to
withhold  shares of Common Stock purchased upon exercise of an Option to satisfy
the above-mentioned withholding requirements.


<PAGE>


         16.      Restrictions on Issuance of Shares.

         (a)  Notwithstanding the provisions of Section 9, the Company may delay
the issuance of shares  covered by the exercise of an Option and the delivery of
a  certificate  for such shares until one of the following  conditions  shall be
satisfied:

                                    (i) The  shares  with  respect to which such
                           Option  has  been  exercised  are at the  time of the
                           issue  of  such  shares  effectively   registered  or
                           qualified   under   applicable   Federal   and  state
                           securities acts now in force or as hereafter amended;
                           or

                                    (ii)  Counsel  for the  Company  shall  have
                           given  an  opinion,   which   opinion  shall  not  be
                           unreasonably   conditioned  or  withheld,  that  such
                           shares are exempt from registration and qualification
                           under  applicable  Federal and state  securities acts
                           now in force or as hereafter amended.

         (b) It is intended  that all  exercises of Options  shall be effective,
and the Company  shall use its best efforts to bring about  compliance  with the
above  conditions  within a reasonable  time,  except that the Company  shall be
under no obligation to qualify shares or to cause a registration  statement or a
post-effective  amendment to any  registration  statement to be prepared for the
purpose  of  covering  the issue of shares in respect of which any Option may be
exercised,  except as otherwise  agreed to by the Company in writing in its sole
discretion.

         17.      Purchase  for  Investment:  Rights  of  Holder  on  Subsequent
                  Registration.

         Unless and until the  shares to be issued  upon  exercise  of an Option
granted under the Plan have been  effectively  registered under the 1933 Act, as
now in force or hereafter  amended,  the Company shall be under no obligation to
issue any  shares  covered by any Option  unless the person who  exercises  such
Option, in whole or in part, shall give a written representation and undertaking
to the  Company  which is  satisfactory  in form and  scope to  counsel  for the
Company  and upon  which,  in the  opinion  of such  counsel,  the  Company  may
reasonably  rely, that he or she is acquiring the shares issued pursuant to such
exercise of the Option for his or her own account as an investment  and not with
a view to, or for sale in connection  with, the distribution of any such shares,
and that he or she will make no transfer of the same except in  compliance  with
any rules and  regulations  in force at the time of such transfer under the 1933
Act, or any other  applicable  law,  and that if shares are issued  without such
registration,  a legend to this effect may be endorsed  upon the  securities  so
issued.

         In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with  respect to which an Option  shall have been  exercised,  or to qualify any
such shares for exemption from the 1933 Act or other applicable  statutes,  then
the  Company  may take such  action  and may  require  from each  optionee  such
information  in writing  for use in any  registration  statement,  supplementary
registration statement, prospectus,  preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to the Company  and its  officers  and  directors  from such holder  against all
losses, claims, damages and liabilities arising from such use of the information
so furnished and caused by any untrue  statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary  to make the  statements  therein not  misleading  in the light of the
circumstances under which they were made.

         18.      Loans.

         At the  discretion  of the Board,  the Company may loan to the optionee
some or all of the purchase  price of the shares  acquired  upon  exercise of an
Option.

         19.      Modification of Outstanding Options.

         Subject to any applicable  limitations  contained herein, the Board may
authorize  the  amendment  of any  outstanding  Option  with the  consent of the
optionee  when and  subject to such  conditions  as are deemed to be in the best
interests of the Company and in accordance with the purposes of the Plan.

         20.    Approval of Stockholders.

         The Plan shall become  effective upon adoption by the Board;  provided,
however,  that the Plan shall be submitted for approval by the  stockholders  of
the Company no later than  twelve (12) months  after the date of adoption of the
Plan by the Board.  Should the  stockholders  of the Company fail to approve the
Plan within such twelve-month  period,  all Options granted  thereunder shall be
and become null and void.  Notwithstanding anything else to the contrary in this
Plan, no option may be exercised until the stockholders have approved this Plan.

         21.      Termination and Amendment of Plan.

         Unless sooner  terminated as herein provided,  the Plan shall terminate
ten (10) years  from the date upon which the Plan was duly  adopted by the Board
of the  Company.  The  Board  may at any time  terminate  the Plan or make  such
modification or amendment thereof as it deems advisable;  provided, however, (i)
the Board may not,  without  the  approval  of the  stockholders  of the Company
obtained in the manner  stated in Section  20,  increase  the maximum  number of
shares for which Options may be granted or change the  designation  of the class
of  persons  eligible  to  receive  Options  under the  Plan,  and (ii) any such
modification  or  amendment  of the Plan shall be  approved by a majority of the
stockholders  of the  Company to the extent  that such  stockholder  approval is
necessary to comply with applicable  provisions of the Code,  rules  promulgated
pursuant to Section 16 of the Exchange Act,  applicable state law, or applicable
NASD or  exchange  listing  requirements.  Termination  or any  modification  or
amendment of the Plan shall not, without the consent of an optionee,  affect his
or her rights under an Option theretofore granted to him or her.

         22.    Limitation of Rights in the Option Shares.

         An optionee  shall not be deemed for any purpose to be a stockholder of
the Company  with  respect to any of the  Options  except to the extent that the
Option  shall have been  exercised  with respect  thereto  and, in  addition,  a
certificate shall have been issued theretofore and delivered to the optionee.

         23.    Notices.

         Any communication or notice required or permitted to be given under the
Plan  shall be in  writing,  and  mailed  by  registered  or  certified  mail or
delivered by hand,  if to the Company,  to the attention of the President at the
Company's  principal  place of business;  and, if to an optionee,  to his or her
address as it appears on the records of the Company.