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                                  EXHIBIT 10.5



                             1995 STOCK OPTION PLAN
                                       OF
                                 INTRUSION INC.
                            AS AMENDED APRIL 26, 2001


                                    SECTION 1
                            ESTABLISHMENT AND PURPOSE
                            -------------------------

     This Plan is established (i) to offer selected Employees of the Company or
its Subsidiaries an equity ownership interest in the financial success of the
Company, (ii) to provide the Company an opportunity to attract and retain the
best available personnel for positions of substantial responsibility, and (iii)
to encourage equity participation in the Company by selected Employees. This
Plan provides for the grant by the Company of Options to purchase Shares.
Options granted under this Plan may include nonstatutory options as well as ISOs
intended to qualify under section 422 of the Code.

                                    SECTION 2
                                   DEFINITIONS
                                   -----------

      The following definitions shall be applicable to the terms used in this
Plan:

      (a) "BOARD OF DIRECTORS" shall mean the board of directors of the Company,
as duly elected from time to time.

      (b) "CHANGE IN CONTROL" shall mean to have occurred at such time as either
(i) any "person," as such term is used in section 14(d) of the Exchange Act,
other than the Company, a wholly-owned Subsidiary of the Company or any employee
benefit plan of the Company, or its Subsidiaries, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act (or any successor
rule)), directly or indirectly, of fifty percent (50%) or more of the combined
voting power of the Company's Stock, or (ii) individuals who constitute the
Board of the Directors on the effective date (as provided in SECTION 11 hereof)
of this Plan (the "Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any person becoming a director subsequent to
the date hereof whose election or nomination for election by the Company's
shareholders was approved by a vote of at least three quarters of the directors
comprising the Incumbent Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director without objection to such nomination) shall be, for purposes of this
clause (ii) considered as though such person was a member of the Incumbent
Board.

      (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
as interpreted by the rules and regulations promulgated thereunder.

      (d) "COMMITTEE" shall mean a committee appointed by the Board of Directors
in accordance with Section 3 of this Plan to implement, interpret and administer
the Plan.

      (e)  "COMPANY" shall mean Intrusion Inc., a Delaware corporation.

      (f) "DATE OR GRANT" shall mean the date on which the Committee grants an
Option to an Optionee.

      (g) "DISINTERESTED DIRECTOR" shall mean a member of the Board of Directors
who is not, during the one year prior to service as an administrator under this
Plan (as described in SECTION 3 of this Plan) granted an Option pursuant to the
terms of this Plan (or any other plan of the Company or any of its Subsidiaries)
except (i) participation in a formula plan meeting the conditions of Rule
16b-3(c)(2)(ii) under the Exchange Act, (ii) participation in an ongoing
securities acquisition plan meeting the conditions in Rule 16b-3(d)(2)(i) under
the Exchange Act, (iii) an election to receive an annual retainer fee in either
cash or an equivalent amount of securities of the Company, or partly in cash and
partly in securities, or (iv) that participation in this Plan shall not
disqualify a director for the purpose of administering another plan that does
not permit participation by the Board of Directors;

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provided, that the scope of the exceptions in this paragraph shall automatically
be reduced or expanded to the extent that Rule 16b-3 under the Exchange Act is
amended to reduce or expand the scope of the exceptions thereunder.

      (h) "EMPLOYEE" shall mean each individual who performs services for the
Company or its Subsidiaries, provided the relationship between such individual
and the Company or its Subsidiaries is the legal relationship of employer and
employee. This definition of "Employee" is subject to the definition set forth
in section 3401(c) of the Code.

      (i) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and as interpreted by the rules and regulations promulgated thereunder.

       (j) "EXERCISE PRICE" shall mean the amount for which one or more Shares
may be purchased upon exercise of an Option, as specified by the Committee in
the applicable Stock Option Agreement. In no event shall the Exercise Price be
less than the par value per Share.

       (k) "FAIR MARKET VALUE" shall mean (1) if the Stock of the Company is
listed upon an established stock exchange or exchanges, the highest closing
price of the Stock on such stock exchange or exchanges on the day in question
or, if no sale of the Stock of the Company shall have been made on any stock
exchange on such day, on the next preceding day on which there was a sale of the
Stock, (2) if the Stock of the Company is not listed upon an established stock
exchange, the mean between dealer "bid" and "ask" prices of the Stock in the New
York over-the-counter market on the day in question, as reported by the National
Association of Securities Dealers, Inc., and (3) if there is no public market
for the Stock of the Company, such amount as the Board of Directors and the
Committee, in their sole discretion, after taking all relevant facts into
consideration, shall determine.

      (l) "ISO" shall mean a stock option which meets the requirements of
section 422(b) of the Code.

      (m) "NONSTATUTORY OPTION" shall mean any Option granted by the Committee
that does not meet the requirements of sections 421 through 424 of the Code, as
amended.

      (n) "OPTION" shall mean either an ISO or Nonstatutory Option, as the
context requires.

      (o) "OPTIONEE" shall mean an individual who has been granted an Option.

      (p) "PERMANENT AND TOTAL DISABILITY" shall mean that an individual is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. An individual shall not be considered to
suffer from Permanent and Total Disability unless such individual furnishes
proof of the existence thereof in such form and manner, and at such times, as
the Committee may reasonably require.

      (q) "PLAN" shall mean this 1995 Stock Option Plan of Intrusion Inc., as
amended from time to time.

      (r) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and as interpreted by the rules and regulations promulgated thereunder.

      (s) "SHARE" shall mean one share of Stock, as adjusted in accordance
with SECTION 8 of this Plan (if applicable).

      (t) "STOCK" shall mean the common stock, $.01 par value, of the Company.

      (u) "STOCK OPTION AGREEMENT" shall mean the agreement executed between the
Company and an Optionee that contains the terms, conditions and restrictions
pertaining to the granting of an Option.

      (v) "SUBSIDIARY" shall mean any corporation as to which fifty percent
(50%) or more of the outstanding voting stock or shares shall now or hereafter
be owned or controlled, directly by a person, any Subsidiary of such person, or
any Subsidiary of such Subsidiary.


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      (w) "TEN-PERCENT STOCKHOLDER" shall mean a person who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding
stock of the Company or any Subsidiary at the date of grant of an Option, taking
into account the attribution rules set forth in section 424 of the Code, as
amended. For purposes of this definition, the term "outstanding stock" shall
include all stock actually issued and outstanding immediately after the grant of
an Option to an Optionee. The term "outstanding stock" shall not include
reacquired shares or shares authorized for issuance under outstanding Options
held by the Optionee or by any other person.

     Whenever appropriate, words used in the Plan in the singular may mean the
plural, the plural may mean the singular, and the masculine may mean the
feminine.



                                    SECTION 3
                                 ADMINISTRATION
                                 --------------

      (a) GENERAL ADMINISTRATION. This Plan shall be administered by the
Committee, which shall consist of at least two persons, each of whom shall be a
Disinterested Director who meets the requirements of an "outside director," as
defined in Prop. Treas. Reg. Section 1.162-27(e)(3); provided, however, that a
director who is a Disinterested Director will be treated as meeting the
requirements of an "outside director" until the first meeting of stockholders at
which directors are to be elected that occurs after January 1, 1996. The members
of the Committee shall be appointed by the Board of Directors for such terms as
the Board of Directors may determine. The Board of Directors may from time to
time remove members from, or add members to, the Committee. Vacancies on the
Committee, however caused, may be filled by the Board of Directors.

      (b) COMMITTEE PROCEDURES. The Board of Directors shall designate one of
the members of the Committee as chairman. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by a majority of all Committee members, shall be valid
acts of the Committee. A majority of the Committee shall constitute a quorum.

      (c) AUTHORITY OF COMMITTEE. This Plan shall be administered by, or under
the direction of, the Committee constituted in such a manner as to comply at all
times with Rule 16b-3 (or any successor rule) under the Exchange Act. The
Committee shall administer this Plan so as to comply at all times with the
Exchange Act and, subject to the Code, shall otherwise have absolute and final
authority to interpret this Plan and to make all determinations specified in or
permitted by this Plan or deemed necessary or desirable for its administration
or for the conduct of the Committee's business, including without limitation the
authority to take the following actions:

               (i) To interpret this Plan and to apply its provisions;

              (ii) To adopt, amend or rescind rules, procedures and forms
      relating to this Plan;

             (iii) To authorize any person to execute, on behalf of the Company,
      any instrument required to carry out the purposes of this Plan;

              (iv) To determine when Options are to be granted under this Plan;

               (v) To select the Optionees;

              (vi) To determine the number of Shares to be made subject to each
      Option;

             (vii) To prescribe the terms, conditions and restrictions of each
      Option, including without limitation the Exercise Price and the
      determination whether an Option is to be classified as an ISO or a
      Nonstatutory Option;

            (viii) To amend any outstanding Stock Option Agreement, subject to
      applicable legal restrictions and, where appropriate, the consent of the
      Optionee who entered into such agreement;


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              (ix) To establish procedures so that an Optionee may obtain a loan
     through a registered broker- dealer under the rules and regulations of the
     Federal Reserve Board, for the purpose of exercising an Option;

               (x) To establish procedures for an Optionee (1) to have withheld
     from the total number of Shares to be acquired upon the exercise of an
     Option that number of Shares having a Fair Market Value, which, together
     with such cash as shall be paid in respect of fractional shares, shall
     equal the Exercise Price, and (2) to exercise a portion of an Option by
     delivering that number of Shares already owned by an Optionee having a Fair
     Market Value which shall equal the partial Exercise Price and to deliver
     the Shares thus acquired by such Optionee in payment of Shares to be
     received pursuant to the exercise of additional portions of the Option, the
     effect of which shall be that an Optionee can in sequence utilize such
     newly acquired shares in payment of the Exercise Price of the entire
     Option, together with such cash as shall be paid in respect of fractional
     shares;

              (xi) To establish procedures whereby a number of Shares may be
     withheld from the total number of Shares to be issued upon exercise of an
     Option, to meet the obligation of withholding for federal and state income
     and other taxes, if any, incurred by the Optionee upon such exercise; and

             (xii) To take any other actions deemed necessary or advisable for
      the administration of this Plan.

     All interpretations and determinations of the Committee made with respect
to the granting of Options shall be final, conclusive, and binding on all
interested parties. The Committee may make grants of Options on an individual or
group basis. No member of the Committee shall be liable for any action that is
taken or is omitted to be taken if such action or omission is taken in good
faith with respect to this Plan or grant of any Option.



                                    SECTION 4
                                   ELIGIBILITY
                                   -----------

     The Committee shall select certain Employees of the Company or its
Subsidiaries to participate in this Plan; provided, however, that any
Disinterested Directors who are serving as administrators of this Plan shall not
be eligible for any Options nor shall any other person be eligible for any
Options if the granting of a Option to such person would destroy the
satisfaction by this Plan of the general exemptive conditions of Rule 16b-3
under the Exchange Act.



                                    SECTION 5
                             SHARES SUBJECT TO PLAN
                             ----------------------

      (a) BASIC LIMITATION. Shares offered under this Plan may be authorized but
unissued Shares or Shares that have been reacquired by the Company. The
aggregate number of Shares that are reserved and available for issuance under
this Plan shall be three million, three hundred thousand (3,300,000) Shares,
subject to adjustment pursuant to SECTION 8 of this Plan. The Committee shall
not issue more Shares than are available for issuance under this Plan. The
number of Shares that are subject to unexercised Options at any time under this
Plan shall not exceed the number of Shares that remain available for issuance
under this Plan. The Company, during the term of this Plan, shall at all times
reserve and keep available sufficient Shares to satisfy the requirements of this
Plan.

      (b) INDIVIDUAL LIMITATION. Notwithstanding anything herein to the
contrary, no Employee may be granted an Option, which in combination with
other Options to such Employee under the Plan (regardless of whether such
other Options have been exercised or cancelled), aggregates more then 50,000
Shares in any one.year period.

      (c) ADDITIONAL SHARES. In the event any outstanding Option for any reason
expires, is cancelled or otherwise terminates, the Shares allocable to the
unexercised portion of such Option shall again be available for issuance under
this Plan.

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                                   SECTION 6
                         TERMS AND CONDITIONS OF OPTIONS
                         -------------------------------

       (a) TERM OF OPTION. The term of each Option shall be ten (10) years from
the Date of Grant or such shorter term as may be determined by the Committee;
provided, however, in the case of an ISO granted to a Ten-Percent Stockholder,
the term of such ISO shall be five (5) years from the Date of Grant or such
shorter time as may be determined by the Committee.

      (b) EXERCISE PRICE AND METHOD OR PAYMENT.
          (i)  EXERCISE PRICE. The Exercise Price shall be such price as is
determined by the Committee in its sole discretion and set forth in the Stock
Option Agreement; PROVIDED, HOWEVER; that the Exercise Price of an ISO shall not
be less than 100% of the Fair Market Value of the Shares subject to such option
on the Date of Grant (or 110% in the case of an Option granted to an Optionee
who is a Ten-Percent Stockholder on the Date of Grant).

          (ii) PAYMENT OF SHARES. Payment for the Shares upon exercise of an
Option shall be made in cash, by certified check, or by any other method of
payment as may be permitted under applicable law and approved by the Committee.

      (c) EXERCISE OF OPTION.
          (i) PROCEDURE FOR EXERCISE; RIGHTS OF SHAREHOLDER. Any Option granted
hereunder shall be exercisable at such times under such conditions as shall be
determined by the Committee, including without limitation, performance criteria
with respect to the Company or the Optionee, and in accordance with the terms of
this Plan; provided, however, that in no event shall an Option be exercisable in
whole or in part prior to one year from the Date of Grant or after the
expiration of ten years from the Date of Grant.

      An Option may not be exercised for a fraction of a Share.

      An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the Stock
Option Agreement by the Optionee entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Committee,
consist of any form of consideration and method of payment allowable under
SECTION 6(b)(ii) of this Plan. Upon the receipt of notice of exercise and full
payment for the Shares, the Shares shall be deemed to have been issued and the
Optionee shall be entitled to receive such Shares and shall be a stockholder
with respect to such Shares, and the Shares shall be considered fully paid and
nonassessable. No adjustment will be made for a dividend or other right for
which the record date is prior to the date on which the stock certificate is
issued, except as provided in SECTION 8 of this Plan.

      Each exercise of an Option shall reduce, by an equal number, the total
 number of Shares that may thereafter be purchased under such Option.

          (ii) TERMINATION OF STATUS AS AN EMPLOYEE. Except as provided in
SUBSECTIONS 6(c)(iii) and 6(c)(iv) below, an Optionee holding an outstanding
Option who ceases to be an Employee of the Company for any reason may exercise
the Option to the extent that the Optionee was entitled to exercise it on such
date, but only until the earlier of the date (i) the Option held by the Optionee
expires, or (ii) ninety (90) days after the date such Optionee ceases to be an
Employee, unless the Committee further extends such period in its sole
discretion. To the extent that the Optionee was not entitled to exercise an
Option on such date, or if the Optionee does not exercise it within the time
specified herein, such Option shall terminate. The Committee shall have the
authority to determine the date an Optionee ceases to be an Employee, and must
provide to the Optionee such determination within fifteen (15) days. Leaves of
absence approved by the Committee which conform to the policies of the Company
shall not be considered termination of employment if the employer-employee
relationship as defined under the Code otherwise continues to exist.

          (iii) PERMANENT AND TOTAL DISABILITY. Notwithstanding the provisions
of SECTION 6(c)(ii) above, in the event an Optionee is unable to continue to
perform services for the Company or any of its Subsidiaries as a result of such
Optionee's Permanent and Total Disability (and, for ISOs, at the time such
Permanent and Total Disability begins, the Optionee was an Employee and had been
an Employee since the Date of Grant), such Optionee may


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exercise an outstanding Option in whole or in part notwithstanding that such
Option may not be fully exercisable, but only until the earlier of the date (i)
the Option held by the Optionee expires, or (ii) twelve (12) months from the
date of termination of services due to such Permanent and Total Disability. To
the extent the Optionee does not exercise the Option within the time specified
herein, such Option shall terminate.

          (iv) DEATH OF AN OPTIONEE. Notwithstanding the provisions of SECTION
6(c)(ii) above, upon the death of an Optionee, any outstanding Option held by an
Optionee shall terminate and be of no further effect; provided, however, that if
at the time of death, the Optionee was an Employee (and, for ISOs, at the ime of
death, the Optionee was an Employee and had been an Employee since the Date of
Grant), the Option may be exercised in whole or in part by the Optionee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance, notwithstanding that such Option may not have been fully
exercisable on the date of the Optionee's death, but only until the earlier of
the date (i) the Option held by the Optionee expires, or (ii) twelve (12) months
from the date of the Optionee's death. To the extent the Option is not entitled
to be exercised on such date or if the Option is not exercised within the time
specified herein, such Option shall terminate.

      (d) NON-TRANSFERABILITY OF OPTIONS. Any Option granted under this Plan may
not be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and is nonassignable by operation of law or subject to execution,
attachment or similar process. Any Option granted under this Plan can only be
exercised during the Optionee's lifetime by such Optionee. Any attempted sale,
pledge, assignment, hypothecation or other transfer of the Option contrary to
the provisions hereof and the levy of any execution, attachment or similar
process upon the Option shall be null and void and without force or effect. No
transfer of the Option by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall have been furnished
written notice thereof and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of the Option. The terms of any Option transferred by will or by the
laws of descent and distribution shall be binding upon the executors,
administrators, heirs and successors of the Optionee.

      (e) TIME OF GRANTING OPTIONS. Any Option granted hereunder shall be deemed
to be granted on the Date of Grant. Written notice of the Committee's
determination to grant an Option to an Employee, evidenced by a Stock Option
Agreement, dated as of the Date of Grant, shall be given to such Employee within
a reasonable time after the Date of Grant. Any ISO granted hereunder must be
granted within ten years from the earlier of the date this Plan in adopted or
the date this Plan in approved by the stockholders of the Company.

      (f) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the limitations
of this Plan, the Committee may modify, extend or renew outstanding Options or
may accept the cancellation of outstanding Options (to the extent not previously
exercised) for the granting of new Options in substitution therefor. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair the Optionee's rights or obligations
under such Option.

      (g) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise of
an Option shall be subject to such rights of repurchase and other transfer
restrictions as the Committee may determine in its sole discretion. Such
restrictions shall be set forth in the applicable Stock Option Agreement.

      (h) SPECIAL LIMITATION ON ISOS. To the extent that the aggregate Fair
Market Value (determined on the Date of Grant) of the Shares with respect to
which ISOs are exercisable for the first time by an individual during any
calendar year under this Plan, and under all other plans maintained by the
Company, exceeds $100,000, such Options shall be treated as Options that are not
ISOs.


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                                   SECTION 7
                               ISSUANCE OF SHARES
                               ------------------

      As a condition to the issuance or transfer of any Shares issued under this
Plan, the Company may require an opinion of counsel, satisfactory to the
Company, to the effect that such transfer will not be in violation of the
Securities Act, or any other applicable securities laws, rules or regulations,
or that such Shares have been registered under federal and all applicable state
securities laws. The Company may refrain from delivering or transferring Shares
issued under this Plan until the Committee has determined that the Optionee has
tendered to the Company any and all applicable federal, state or local tax owed
by the Optionee as the result of the receipt of a Option, the exercise of an
Option or the disposition of any Shares issued under this Plan, in the event
that the Company reasonably determines that it might have a legal liability to
satisfy such tax. The Company shall not be liable to any person or entity for
damages due to any delay in the delivery or issuance of any stock certificate
evidencing any Shares for any reason whatsoever.



                                    SECTION 8
              CAPITALIZATION ADJUSTMENTS; MERGER; CHANGE IN CONTROL
              -----------------------------------------------------

      (a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Option, the aggregate number of Shares that have been authorized for
issuance under this Plan, and the Exercise Price of any outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, payment of a stock dividend with
respect to the Stock, recapitalization, combination or reclassification of the
Stock, or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company. Such adjustment shall be made
by the Committee in its sole discretion, which adjustment shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of 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
subject to an Option.

      (b) DISSOLUTION, LIQUIDATION, SALE OF ASSETS OR MERGER. In the event of
the proposed dissolution or liquidation of the Company, or a proposed sale of
all or substantially all of the assets of the Company, or the proposed merger of
the Company with or into another corporation, any Options shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Committee; provided, however, that the Committee may, in the
exercise of its sole discretion, in such instances declare that any Option shall
terminate as of a date fixed by the Committee and give each Optionee the right
to exercise the Optionee's Option as to all or any part of the Shares covered by
such Option, including Shares as to which the Option would not otherwise be
exercisable.

      (c) CHANGE IN CONTROL. Notwithstanding SECTION 8(b), in the event there
occurs a Change in Control, the Committee may at its discretion permit the
Optionees to exercise any outstanding Option held by such Optionee in whole or
in part notwithstanding that such Option may not be fully exercisable.



                                    SECTION 9
                              NO EMPLOYMENT RIGHTS
                              --------------------

     No provision of this Plan or under any Stock Option Agreement shall be
construed to give any individual any right to remain an Employee of, or provide
services to, the Company or any of its Subsidiaries or to affect the right of
the Company or any subsidiary, as applicable, to terminate any individual's
service at any time, with or without cause.



                                   SECTION 10
                              SHAREHOLDER APPROVAL
                              --------------------

      (a) IN GENERAL. If this Plan is adopted by action of the Board of
Directors prior to approval by the Company's stockholders, the Board of
Directors, to continue and implement this Plan, shall submit this Plan to the
stockholders of the Company for their approval. This Plan shall not become
effective until such approval has been obtained.


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       (b) AMENDMENTS. With respect to any amendment to this Plan adopted by the
Committee that is required to be approved by the Company's stockholders pursuant
to the terms of SECTION 11 of this Plan, such approval shall be obtained within
twelve (12) months after the date such amendment is adopted by the Committee;
provided, that such amendment shall not become effective until such approval has
been obtained.

      (c) SOLICITATION OF APPROVAL. The approval by the Company's stockholders
of this Plan, and their approval of any subsequent amendment to this Plan
requiring their approval, shall be solicited (I) substantially in accordance
with section 14(a) of the Exchange Act, or (ii) after the Company has furnished
in writing to the stockholders entitled to vote substantially the same
information concerning this Plan as that which would be required by the rules
and regulations then in effect under section 14(a) of the Exchange Act.



                                   SECTION 11
                TERM OF PLAN; EFFECT OF AMENDMENT OR TERMINATION
                ------------------------------------------------

      (a) TERM OF PLAN. This Plan shall become effective upon its adoption by
the Board of Directors and will be subject to the approval by the stockholders
of the Company in accordance with SECTION 10 above. This Plan shall continue in
effect for a term of ten (10) years unless sooner terminated under this SECTION
11.
      (b) AMENDMENT AND TERMINATION. The Committee in its sole discretion may
terminate this Plan at any time. The Committee may amend this Plan at any time
in such respects as the Committee may deem advisable; provided, that the
following amendments shall require approval of the holders of a majority of the
outstanding Shares entitled to vote:

          (i) Any change in the aggregate number of Shares that may be issued
under this Plan, other than in connection with an adjustment under SECTION 8 of
this Plan;

          (ii) Any change in the designation of the individuals eligible to be
granted Options; or

          (iii) Any change in this Plan that would materially increase the
benefits accruing to individuals under this Plan.

      (c) EFFECT OF TERMINATION. In the event this Plan is terminated, no Shares
shall be issued under this Plan, except upon exercise of an Option granted prior
to such termination. The termination of this Plan, or any amendment hereof,
shall not affect any Shares previously issued to an Optionee or any Option
previously granted under this Plan.



                                   SECTION 12
                                  GOVERNING LAW
                                  -------------

     This plan and any and all Stock Option Agreements executed in connection
with this Plan shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to conflict of laws principles.











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