EXHIBIT 4.2


                               DELTA MUTUAL, INC.

                         2001 EMPLOYEE STOCK OPTION PLAN

                          (AS AMENDED DECEMBER 1, 2003)

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                               DELTA MUTUAL, INC.
                         2001 EMPLOYEE STOCK OPTION PLAN

1.       Purpose

         The proper execution of the duties and responsibilities of the
executives and key employees of Delta Mutual, Inc. (the "Corporation") is a
vital factor in the continued growth and success of the Corporation. Toward this
end, it is necessary to attract and retain effective and capable individuals to
assume positions that contribute materially to the successful operation of the
business of the Corporation. It will benefit the Corporation, therefore, to bind
the interests of these persons more closely to its own interests by offering
them an attractive opportunity to acquire a proprietary interest in the
Corporation and thereby provide them with added incentive to remain in the
service of the Corporation and to increase the prosperity, growth, and earnings
of the Corporation. This stock option plan is intended to serve these purposes.

2.       Definitions

         The following terms wherever used herein shall have the meanings set
forth below.

         "Board of Directors" or "Board" shall mean the Board of Directors of
the Corporation.

         "Code" shall mean the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.

         "Committee" shall mean a committee to be appointed by the Board of
Directors in accordance with Section 4(a) of the Plan.

         "Common Stock" shall mean the shares of common stock of the
Corporation, including both the voting and non-voting classes of stock.

     "Corporation" shall mean Delta Mutual, Inc., a Delaware corporation.

         "Employee" shall mean a common law employee of the Corporation or a
Parent or a Subsidiary.

     "Employment" means periods during which an Employee qualifies as an
Employee.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.


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         "Fair Market Value" of the Common Stock on any date shall be (a) the
average on that date of the high and low prices of a share of Common Stock on
the principal national securities exchange on which shares of Common Stock of
the same class are then trading, or, if shares were not traded on such date,
then on the next preceding date on which a trade occurred; or (b) if Common
Stock is not traded on a national securities exchange but is quoted on the
National Association of Securities Dealers, Inc. Authorized Quotation System
("NASDAQ") or a successor quotation system, the last reported sale price on such
date as reported by NASDAQ or such successor quotation system; or (c) if Common
Stock is not traded on a national securities exchange and is not reported on
NASDAQ or a successor quotation system, the closing bid price (or average of bid
prices) last quoted on such date by an established quotation service for
over-the-counter securities; or (d) if Common Stock is not traded on a national
securities exchange, is not reported on NASDAQ or a successor quotation system
and is not otherwise publicly traded on such date, the fair market value of a
share of the same class of Common Stock as established by the Board of Directors
or Committee acting in good faith and taking into consideration all factors
which it deems appropriate, including, without limitation, the Corporation's net
book value and recent sale or offer prices for the Common Stock in private
arm's-length transactions. During periods when the Fair Market Value of a share
of Common Stock cannot be determined under any of the methods specified in
clauses (a), (b) and (c), above, the Board of Directors or Committee shall have
the authority to establish the Fair Market Value of the Common Stock as of the
beginning of (or periodically during) each fiscal year of the Corporation and to
use such value for all transactions occurring thereafter within such fiscal
year.

         "Immediate Family Member" shall mean each of (a) the children, step
children or grandchildren of the Employee to whom the Option is granted, (b) the
spouse or any parent of the Employee to whom the Option is granted, (c) any
trust solely for the benefit of any such family members, and (iv) any
partnership or other entity in which such family members are the only partners
or other equity holders.

         "Incentive Stock Option" shall mean any Option granted pursuant to the
Plan that is designated as an Incentive Stock Option and which satisfies the
requirements of Section 422(b) of the Code.

         "Nonstatutory Stock Option" shall mean any Option granted pursuant to
the Plan that is not an Incentive Stock Option.

         "Option" or "Stock Option" shall mean a right granted pursuant to the
Plan to purchase shares of Common Stock, and shall include the terms "Incentive
Stock Option" and "Nonstatutory Stock Option".

     "Optionee" shall mean an Employee who is granted an Option under this Plan.

         "Option Agreement" shall mean a written agreement representing Options
granted pursuant to the Plan, as contemplated by Section 7 of the Plan.

         "Option Holder" means the Optionee or, if applicable, the person to
whom the Optionee's rights under the Option Agreement shall have been validly
transferred.

         "Parent" shall mean a "parent company" of the Corporation, whether now
or hereafter existing, as defined in Section 424(e) of the Code.

         "Plan" shall mean the Delta Mutual, Inc. 2001 Employee Stock Option
Plan as originally approved by the Board of Directors in December, 2001, as
embodied in this document, and as the same may be amended from time to time.

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         "Share" shall mean a share of the Common Stock of the Corporation that
is subject to an Option, as adjusted in accordance with Section 9 of the Plan.

         "Subsidiary" shall mean a "subsidiary corporation" of Corporation or a
Parent, whether now or hereafter existing, as defined in Section 424(f) of the
Code.

3.       Effective Date of the Plan

         The Plan shall become effective upon stockholder approval pursuant to
Section 15 of the Plan, provided that such approval is received before the
expiration of one year from the date the Plan is approved by the Board of
Directors, and provided further that the Board of Directors may grant Options
pursuant to the Plan prior to stockholder approval if such Options by their
terms are contingent upon subsequent stockholder approval of the Plan.

4.       Administration

         (a) Procedure.

                  (i) Administration With Respect to Directors and Officers.
With respect to grants of Options to Employees who are also officers or
directors of the Corporation, the Plan shall be administered by (A) the Board,
if the Board may administer the Plan in compliance with Rule 16b-3 promulgated
under the Exchange Act or any successor thereto ("Rule 16b-3") with respect to a
plan intended to qualify thereunder as a discretionary plan, or (B) a committee
designated by the Board to administer the Plan, which committee shall be
constituted in such a manner as to permit the Plan to comply with Rule 16b-3
with respect to a plan intended to qualify thereunder as a discretionary plan.
Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies, however caused, and remove all members of the
Committee and thereafter directly administer the Plan, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan.

                  (ii) Multiple Administrative Bodies. If permitted by Rule
16b-3, the Plan may be administered by different bodies with respect to
directors, non-director officers and Employees who are neither directors nor
officers.

                  (iii) Administration With Respect to Other Employees. With
respect to grants of Options to Employees who are neither directors nor officers
of the Corporation, the Plan shall be administered by (A) the Board or (B) a
Committee designated by the Board, which committee shall be constituted in such
a manner as to satisfy the legal requirements relating to the administration of
incentive stock option plans, if any, of Nevada corporate and securities laws
and of the Code (the "Applicable Laws"). Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board. From time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies, however caused,
and remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by the Applicable Laws.

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         (b) Powers of the Board. Subject to the provisions of the Plan, the
Board (or the Committee) shall have the authority, in its discretion: (i) to
grant Incentive Stock Options or Nonstatutory Stock Options; (ii) to determine,
upon review of relevant information the fair market value of the Common Stock in
each class; (iii) to determine the exercise price per Share of Options to be
granted, which exercise price shall be determined in accordance with Section
7(b) of the Plan; (iv) to determine the regular, full-time Employees to whom,
and the time or times at which, Options shall be granted and the number of
Shares to be represented by each Option; (v) to interpret the Plan; (vi) to
prescribe, amend and rescind rules and regulations relating to the Plan; (vii)
to determine the rules and provisions of each Option granted (which need not be
identical) and, with the consent of the holder thereof, modify or amend each
Option; (viii) to accelerate or defer (with the consent of the Option Holder)
the exercise date of any Option, consistent with the provisions of Section 7 of
the Plan; (ix) to authorize any person to execute on behalf of the Corporation
any instrument required to effectuate the grant of an Option previously granted
by the Board or Committee; and (x) to make all other determinations deemed
necessary or advisable for the administration of the Plan.

         (c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board (or the Committee designated by the Board to
administer the Plan) shall be final and binding on all Optionees and Option
Holders of any Options granted under the Plan.

5.       Participation in the Plan

         (a) Participation in the Plan shall be limited to those Employees (1)
who are designated for payroll purposes as full-time, permanent employees of the
Corporation and any Parents or Subsidiary and (2) who shall be designated by the
Committee and approved by the Board of Directors as participants in the Plan.
The Plan shall not confer upon any Optionee any right with respect to
continuation of Employment, nor shall it interfere in any way with his or her
right or the Corporation's right to terminate his or her employment at any time,
with or without cause.

         (b) No member of the Board of Directors who is not also an Employee
shall be eligible to participate in the Plan.

6.       Stock Subject to the Plan

         (a) Subject to Section 9 of the Plan, there shall be reserved for the
granting of Options pursuant to the Plan and for issuance and sale pursuant to
such Options Two Million (2,000,000) Shares of Common Stock, par value $.0001
per share. To determine the number of Shares of either the voting or non-voting
class of Common Stock that is available at any time for the granting of Options,
there shall be deducted from the total number of reserved shares of that class
of Common Stock, the number of shares of that class of Common Stock in respect
of which Options have been granted pursuant to the Plan that are still
outstanding or have been exercised. The Shares of Common Stock to be issued upon
the exercise of Options granted pursuant to the Plan shall be made available
from the authorized but unissued shares of Common Stock or reacquired Common
Stock. If for any reason Shares of Common Stock as to which an Option has been
granted cease to be subject to purchase thereunder, then such Shares of Common
Stock again shall (unless the Plan shall have been terminated) be available for
issuance pursuant to the exercise of Options pursuant to the Plan.
Notwithstanding any other provision of the Plan, Shares issued under the Plan
and later repurchased by the Corporation shall not become available for future
grant or sale under the Plan.

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         (b) Proceeds from the purchase of shares of Common Stock upon the
exercise of Options granted pursuant to the Plan shall be used for the general
business purposes of the Corporation.

         (c) Grant of Restricted Stock Awards. The Board shall have the power to
issue a restricted stock award to an Employee representing shares of Common
Stock that are issued subject to such restrictions on transfer and other
incidents of ownership and such forfeiture conditions as the Board may determine
("Restricted Shares"). In connection with issuance of any Restricted Shares, the
Board may (but shall not be obligated to) require the payment of a specified
purchase price (which price may be less than Fair Market Value).

7.       Terms and Conditions of Options

         (a) Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options and may be for the purchase of either voting or
non-voting Common Stock, all as determined by the Board of Directors or
Committee at its discretion and as designated in the terms of the Option
Agreement. However, notwithstanding such designations, to the extent that the
aggregate fair market value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time by any
Optionee during any calendar year (under all plans of the Corporation) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options. For
purposes of the prior sentence, Options shall be taken into account in the order
in which they were granted, and the fair market value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

         (b) The per Share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the Board of
Directors or Committee at the time of the grant, but shall be subject to the
following:

                  (i) In the case of an Incentive Stock Option:

                           (A) which is granted to an Employee who, at the time
of the grant of such Incentive Stock Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Corporation
or any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.

                           (B) which is granted to any other Employee, the per
Share exercise price shall be no less than 100% of the fair market value per
Share on the date of grant.

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                  (ii) In the case of Nonstatutory Stock Option

                           (A) which is granted to a person who, at the time of
the grant of such Option, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Corporation or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the fair
market value per Share on the date of the grant.

                           (B) granted to any other person, the per Share
exercise price shall be no less than 100% of the fair market value per Share on
the date of grant.

                  For purposes of this Section 7(b), in the event that an Option
is amended to reduce the exercise price, the date of grant of such Option shall
thereafter be considered to be the date of such amendment.

                  If the Board of Directors or Committee does not establish a
specific exercise price per share at the time of grant, the exercise price per
share shall be equal to the Fair Market Value of a share of Common Stock on the
date of grant of the Options.

         (c) Each Option, subject to the other limitations set forth in the
Plan, may extend for a period of up to but not exceeding 10 years from the date
on which it is granted. The term of each Option shall be determined by the Board
of Directors or Committee at the time of grant of the Option and specified in
the Option Agreement, provided that if no term is specified by the Board or
Committee the term of the Option shall be the maximum term permitted under this
Section measured from the date on which it is granted. Notwithstanding anything
to the contrary, in the case of an Option granted to an Optionee who, at the
time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Corporation or any Parent or
Subsidiary, (a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
term as may be provided in the Incentive Stock Option Agreement, or (b) if the
Option is a Nonstatutory Stock Option, the term of the Option shall be five (5)
years and one (1) day from the date of grant thereof or such shorter term as may
be provided in the Nonstatutory Stock Option Agreement.

         (d) The Board of Directors or Committee may provide in the Option
Agreement that the right to exercise each Option for the number of shares
subject to each Option shall vest in the Optionee over such period of time as
the Board or Committee, in its discretion, shall determine for each Optionee.

         (e) Options shall be nontransferable and nonassignable and may not be
sold, pledged, assigned, hypothecated, transferred, or disposed in any manner,
except that (1) Options may be transferred by testamentary instrument or by the
laws of descent and distribution, and (2) subject to the terms and conditions of
the Option Agreement or any other terms and conditions imposed by the Board of
Directors or Committee from time to time, Options may be transferred in
accordance with Section 7(l) of the Plan if the applicable Option Agreement or
other action of the Board or Committee expressly provides that the Options are
transferable.

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         (f) Upon voluntary or involuntary termination of an Optionee's active
Employment for any reason (including disability), his Option and all rights
thereunder shall terminate effective at the close of business on the date the
Optionee ceases to be an active, regular employee of the Corporation or any of
its subsidiaries, except (1) to the extent previously exercised and (2) as
provided in Sections 7 (g), (h), (i) and (j) of the Plan.

         (g) In the event an Optionee takes a leave of absence from the
Corporation or any Parent or Subsidiary for personal reasons or as a result of
entry into the armed forces of the United States, or any of the departments or
agencies of the United States government, the Committee may consider his or her
case and may take such action in respect of the related Option Agreement as it
may deem appropriate under the circumstances in its absolute discretion,
including accelerating the time previously-granted Options may be exercised and
extending the time following the Optionee's termination of Employment during
which the Option Holder is entitled to purchase the Shares of Common Stock
subject to such Options, provided that in no event may any Option be exercised
after the expiration of the term of the Option or more than ninety (90) days
after the Optionee's termination of Employment.

         (h) If an Optionee's Employment terminates as a result of his or her
total and permanent disability (as defined in Section 22(e)(3) of the Code), the
Option Holder may exercise his or her Option within no more than the twelve (12)
month period beginning on the date of his or her termination of Employment (to
the extent the Option Holder was entitled to exercise the Option at the date of
the Optionee's termination of Employment and provided that in no event may any
Option be exercised after the expiration of the term of the Option), after which
the Option shall lapse.

         (i) If an Optionee dies during the term of his or her Option without
the Option having been fully exercised, the executor or administrator of the
Optionee's estate or the person who inherits the right to exercise the Option by
bequest or inheritance shall have the right within one (1) year of the
Optionee's death to purchase the number of Shares of Common Stock that the
deceased Optionee was entitled to purchase at the date of death, after which the
Option shall lapse, provided that in no event may any Option be exercised after
the expiration of the term of the Option.

         (j) If an Optionee terminates employment without having fully exercised
the Option due to the Optionee's retirement at or after age 60 and with the
consent of the Corporation, then the Option Holder shall have the right within
ninety (90) days of the Optionee's termination of Employment to purchase the
number of shares of Common Stock that the Option Holder was entitled to purchase
at the date of termination of the Optionee's Employment, after which the Option
shall lapse, provided that in no event may any Option be exercised after the
expiration of the term of the Option. The Board of Directors or Committee may
cancel an Option during the ninety day period referred to in this paragraph, if
the Optionee engages in employment or activities contrary, in the opinion of the
Board or Committee, to the best interests of the Corporation. The Board or
Committee shall determine in each case whether a termination of Employment shall
be considered a retirement with the consent of the Corporation, and, subject to
applicable law, whether a leave of absence shall constitute a termination of
Employment. Any such determination of the Board or Committee shall be final and
conclusive, unless the Committee is overruled by the Board.

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         (k) The granting of an Option pursuant to the Plan shall not constitute
or be evidence of any agreement or understanding, express or implied, on the
part of the Corporation or any of its subsidiaries to retain or employ the
Optionee for any specified period.

         (l) The Board of Directors or Committee may provide, in the original
grant of a Nonqualified Stock Option or in an amendment or supplement to a
previous grant, that some or all of the Nonqualified Stock Options granted under
the Plan are transferable by the Optionee to an Immediate Family Member of the
Optionee, provided that (i) the Option Agreement, as it may be amended from time
to time, expressly so provides or the Board or Committee otherwise designates
the Option as transferable, (ii) the transfer by the Optionee is a bona fide
gift without consideration, (iii) the transfer is irrevocable, (iv) the Optionee
and any such transferee provides such documentation or other information
concerning the transfer or the transferee as the Board of Directors or Committee
or any Employee of the Corporation acting on behalf of the Board or Committee
may from time to time request, and (v) the Optionee or the Option Holder
complies with all of the terms and conditions (including, without limitation,
any further restrictions or limitations) included in the Option Agreement. Any
Nonqualified Stock Option transferred in accordance with the terms and
conditions provided in this Section 7(l) shall continue to be subject to the
same terms and conditions that were applicable to such Nonqualified Stock Option
prior to the transfer. Notwithstanding any other provisions of the Plan, the
Corporation shall not be required to honor any exercise by an Immediate Family
Member of an Option transferred in accordance with the terms and conditions
provided in this Section 7(l) unless and until payment or provision for payment
of any applicable withholding taxes has been made.

         (m) In addition to the general terms and conditions set forth in this
Paragraph 7 in respect of Options granted pursuant to the Plan, Incentive Stock
Options granted pursuant to the Plan shall be subject to the following
additional terms and conditions:

                           (i) "Incentive Stock Options" shall be granted only
                  to individuals who, at the date of grant of the Option, are
                  regular, full-time Employees of the Corporation or any Parent
                  or Subsidiary;

                           (ii) No Employee who owns beneficially more than 10%
                  of the total combined voting power of all classes of stock of
                  the Corporation shall be eligible to be granted an "Incentive
                  Stock Option", unless the exercise price per Share is at least
                  110% of the Fair Market Value of the Common Stock subject to
                  the Option on the date of grant of the Option and the Option,
                  by its terms, is not exercisable after the expiration of five
                  years from the date the Option is granted.

                                    (iii) To the extent that the aggregate fair
                  market value (determined at the time the Option is granted) of
                  the shares of Common Stock in respect of which an Option is
                  exercisable for the first time by the Optionee during any
                  calendar year (and taking into account all "incentive stock
                  option" plans of the Corporation and its subsidiaries) exceeds
                  $100,000, that number of whole shares for which an Option
                  issued hereunder is exercisable with an aggregate fair market
                  value in excess of this $100,000 limit shall not be treated as
                  having been granted under an "incentive stock option"; and

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                                    (iv) Any other terms and conditions
                  specified by the Committee that are not inconsistent with the
                  Plan, except that such terms and conditions must be consistent
                  with the requirements for "incentive stock options" under
                  Section 422 of the Code.

8.       Methods of Exercise of Options

         (a) An Optionee (or other Option Holder, if any, entitled to exercise
an Option hereunder) desiring to exercise an Option granted pursuant to the Plan
as to all or part of the Shares of Common Stock covered by the Option shall (i)
notify the Corporation in writing at its principal office to that effect,
specifying the number of Shares of Common Stock to be purchased and the method
of payment therefor, and (ii) make payment or provision for payment for the
shares of Common Stock so purchased in accordance with this Paragraph 8. Such
written notice may be given by means of a facsimile transmission. If a facsimile
transmission is used, the Option Holder should mail the original executed copy
of the written notice to the Corporation promptly thereafter. An Option may not
be exercised for as fraction of a share of Common Stock.

         (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Board of Directors and may consist entirely of cash, check, promissory note,
other shares of Common Stock which (i) either have been owned by the Option
Holder for more than six (6) months on the date of surrender or were not
acquired, directly or indirectly, from the Corporation, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised, or any combination of
such methods of payment, or such other consideration and method of payment for
the issuance of Shares to the extent permitted under the laws of Nevada. In
making its determination as to the type of consideration to accept, the Board
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Corporation.

         (c) An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Corporation in accordance with the terms of
the Option by the Option Holder and full payment for the Shares with respect to
which the Option is exercised has been received by the Corporation. Full payment
may, as authorized by the Board of Directors, consist of any consideration and
method of payment allowable under Section 8(b) of the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Corporation or of a
duly authorized transfer agent of the Corporation) of the stock certificate
evidencing such Shares, no right to vote (in the case of voting stock) or
receive dividends or any other rights as a shareholder shall exist with respect
to the optioned Shares, notwithstanding the exercise of the Option. The
Corporation shall issue (or cause to be issued) such stock certificate promptly
upon exercise of the Option. In the event that the exercise of an Option is
treated in part as the exercise of a Nonstatutory Stock Option, the Corporation
shall issue a separate stock certificate evidencing the Shares of each class
treated as acquired upon exercise of an Incentive Stock Option and a separate
stock certificate evidencing the Shares of each class treated as acquired upon
exercise of a Nonstatutory Stock Option, and shall identify each such
certificate accordingly in its stock transfer records. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 9 of the
Plan.

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          (d) An Option Holder at any time may elect in writing to abandon an
Option in respect of all or part of the number of Shares of Common Stock as to
which the Option shall not have been exercised.

         (e) Exercise of an Option in any manner shall result in a decrease in
the number of Shares that thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

9.       Adjustments Upon Changes in Capitalization or Merger

         Subject to any required action by the shareholders of the Corporation,
the number of Shares of Common Stock covered by each outstanding Option, and the
number of Shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Corporation; provided, however,
that conversion of any convertible securities of the Corporation shall not be
deemed to have been "effected without receipt of consideration." Such adjustment
shall be made by the Board of Directors, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
of Common Stock subject to an Option.

         In the event of the proposed dissolution, liquidation or sale of all or
substantially all of the assets of the Corporation, the Board shall notify the
Optionee or other Option Holder at least fifteen (15) days prior to such
proposed action. To the extent it has not been previously exercised, the Option
will terminate immediately prior to the consummation of such proposed action. In
the event of the merger of the Corporation with or into another corporation, the
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless such successor corporation does not agree to assume the Option or to
substitute an equivalent option, in which case the Board shall, in lieu of such
assumption or substitution, provide for the Option Holder to have the right to
exercise the Option as to all of the optioned Shares, including Shares as to
which the Option would not otherwise be exercisable. If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the Optionee or other Option
Holder that the Option shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option will terminate upon the
expiration of such period.

10.      Time of Granting Options

         The date of grant of an Option shall, for all purposes, be the date on
which the Board of Directors or Committee makes the determination granting such
Option. Notice of the determination shall be given to each Optionee within a
reasonable time after the date of such grant.

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11.      Amendments and Discontinuance of the Plan

         (a) The Board of Directors shall have the right at any time and from
time to time to amend, modify, or discontinue the Plan in such respects as the
Board may deem advisable; provided that, unless approved by the Corporation's
shareholders in accordance with Section 15, no such amendment, modification, or
discontinuance of the Plan shall (i) revoke or alter the terms of any valid
Option previously granted pursuant to the Plan, (ii) increase the number of
shares of Common Stock to be reserved for issuance and sale pursuant to Options
granted pursuant to the Plan, (iii) change the maximum aggregate number of
shares of Common Stock that may be issued upon the exercise of Options granted
pursuant to the Plan to any single individual, (iv) decrease the price
determined pursuant to the provisions of Section 7(b), (v) change the class of
persons to whom Options may be granted pursuant to the Plan, (vi) provide for
Options exercisable more than 10 years after the date granted, (vii) if the
Corporation has a class of equity securities registered under Section 12 of the
Exchange Act at the time of such revision or amendment, any material increase in
the benefits accruing to participants under the Plan.

         (b) Shareholder Approval. If any amendment requiring shareholder
approval under Section 15(a) of the Plan is made at a time when any class of
equity securities by the Corporation is registered under Section 12 of the
Exchange Act, such shareholder approval shall be solicited as described in
Section 15 of the Plan.

         (c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee or
other Option Holder and the Board of Directors, which agreement must be in
writing and signed by the Option Holder and the Corporation.

12.      Plan Subject to Governmental Laws and Regulations

         The Plan and the grant and exercise of Options pursuant to the Plan
shall be subject to all applicable governmental laws and regulations.
Notwithstanding any other provision of the Plan to the contrary, the Board of
Directors may in its sole and absolute discretion make such changes in the Plan
as may be required to conform the Plan to such laws and regulations. Shares
shall not be issued pursuant to the exercise of an Option unless the exercise of
such Option and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Corporation with respect to such compliance.

         As a condition to the exercise of an Option, the Corporation may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Corporation, such a representation is required by any
of the aforementioned relevant provisions of law.

<PAGE>


13.      Reservation of Shares

         The Corporation, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

         The inability of the Corporation to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the
Corporation's counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Corporation of any liability in respect of
the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

14.      Option Agreement

         Options shall be evidenced by written option agreements in such form as
the Committee shall determine from time to time.

15.      Shareholder Approval

         (a) Continuance of the Plan shall be subject to approval by the
shareholders of the Corporation within twelve (12) months before or after the
date the Plan is adopted.

         (b) The required approval of the shareholders of the Corporation shall
be solicited substantially in accordance with Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder.

16.      Information to Optionee

The Company shall provide to each Option Holder, during the period for which
such Option Holder has one or more Options outstanding, copies of all annual
reports and other information which are provided to all shareholders of the
Corporation. The Corporation shall not be required to provide such information
if the issuance of Options under the Plan is limited to Senior Executive
Officers whose duties in connection with the Corporation assure their access to
equivalent information.

17.      Term of Plan

         The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the
Corporation as described in Section 15 of the Plan. It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 11 of the
Plan.

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