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Exhibit 4.3


                       Eagle Point Software Corporation
                            1999 Stock Option Plan

                               I.  Introduction

     1.1  Purposes.  The purposes of the Stock Option Plan (the "Plan") of Eagle
Point Software Corporation, a Delaware corporation (the "Company") and its
subsidiaries from time to time (individually a "Subsidiary" and collectively the
"Subsidiaries") are to align the interests of the Company's stockholders and the
recipients of options under this Plan by increasing the proprietary interest of
such recipients in the Company's growth and success and to advance the interests
of the Company by attracting and retaining officers and other key employees and
well-qualified persons who are not officers or employees of the Company for
service as directors of the Company.  For purposes of this Plan, references to
employment by the Company shall also mean employment by a Subsidiary.

     1.2  Administration.  This Plan shall be administered by the Board of
Directors of the Company (the "Board") or a committee designated by the Board
consisting of two or more members of the Board (the Board, in its capacity as
the administrator of the Plan, or such committee, the "Committee").

     The Committee shall, subject to the terms of this Plan, select eligible
persons for participation in this Plan and shall determine the number of shares
of Common Stock subject to each option granted hereunder, the exercise price of
such option, the time and conditions of exercise of such option and all other
terms and conditions of such option, including, without limitation, the form of
the option agreement.  The Committee may, in its sole discretion and for any
reason at any time, subject to the requirements of Section 162(m) of the Code
and regulations thereunder in the case of an option intended to be qualified
performance-based compensation, take action such that any or all outstanding
options shall become exercisable in part or in full.  The Committee shall,
subject to the terms of this Plan, interpret this Plan and the application
thereof, establish rules and regulations it deems necessary or desirable for the
administration of this Plan and may impose, incidental to the grant of an
option, conditions with respect to the grant, such as limiting competitive
employment or other activities.  All such interpretations, rules, regulations
and conditions shall be final, binding and conclusive.  Each option shall be
evidenced by a written agreement (an "Agreement") between the Company and the
optionee setting forth the terms and conditions of such option.

     The Committee may delegate some or all of its power and authority hereunder
to the Board or the President and Chief Executive Officer or other executive
officer of the Company as the Committee deems appropriate; provided, however,
that (i) the Committee may not delegate its power and authority to the Board or
the President and Chief Executive Officer or other executive officer of the
Company with regard to the grant of an award to any person who is a "covered
employee" within the meaning of Section 162(m) of the Code or who, in the
Committee's judgment, is likely to be a covered employee at any time during the
period an award hereunder to such employee would be outstanding and (ii) the
Committee may not delegate its power and authority to the President and Chief
Executive Officer or other executive officer of the Company with regard to the
selection for participation in this Plan of an officer or other person subject
to Section 16 of the Exchange Act or decisions concerning the timing, pricing or
amount of an award to such an officer or other person.

     No member of the Board of Directors or Committee, and neither the President
and Chief Executive Officer nor other executive officer to whom the Committee
delegates any of its power and authority hereunder, shall be liable for any act,
omission, interpretation, construction or determination made in connection with
this Plan in good faith, and the members of the Board of Directors and the
Committee and the President and Chief Executive Officer or other executive
officer shall be entitled to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expense (including attorneys' fees)
arising therefrom to the full extent permitted by law and under any directors'
and officers' liability insurance that may be in effect from time to time,
except as otherwise may be provided in the Company's Certificate of
Incorporation and/or By-Laws, and under any directors' and officers' liability
insurance that may be in effect from time to time.

     A majority of the Committee shall constitute a quorum.  The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by a majority of the members of the Committee without a meeting.

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     1.3  Eligibility.  Participants in this Plan shall consist of such
directors (including Independent Directors), officers and other key employees of
the Company and its Subsidiaries as the Committee in its sole discretion may
select from time to time.  The Committee's selection of a person to participate
in this Plan at any time shall not require the Committee to select such person
to participate in this Plan at any other time.  Independent Directors of the
Company shall also be eligible to participate in this Plan in accordance with
Section III.

     1.4  Shares Available.  Subject to adjustment as provided in Section 4.7,
350,000 shares of the common stock, $.01 par value, of the Company ("Common
Stock"), shall be available for grants of options under this Plan, reduced by
the sum of the aggregate number of shares of Common Stock which become subject
to outstanding options.  To the extent that shares of Common Stock subject to an
outstanding option granted hereunder or under the Eagle Point Software
Corporation Stock Option Plan are not issued or delivered by reason of the
expiration, termination, cancellation or forfeiture of such option (other than
by reason of the delivery or withholding of shares of Common Stock to pay all or
a portion of the exercise price of such option, or to satisfy all or a portion
of the tax withholding obligations relating to such option), then such shares of
Common Stock shall be available for new options granted under this Plan.

     Shares of Common Stock to be delivered under this Plan shall be made
available from authorized and unissued shares of Common Stock, or authorized and
issued shares of Common Stock reacquired and held as treasury shares or
otherwise or a combination thereof.

     To the extent necessary for an award to be qualified performance-based
compensation under Section 162(m) of the Code and the regulations thereunder,
the maximum number of shares of Common Stock with respect to which options may
be granted during any fiscal year of the Company to any person shall be 250,000,
subject to adjustment as provided in Section 4.7.

                               II.  Stock Options

     2.1  Grants of Stock Options.  The Committee may, in its discretion, grant
options to purchase shares of Common Stock to such eligible persons as may be
selected by the Committee.  Each option, or portion thereof, that is not an
incentive stock option, shall be a non-qualified stock option.  An incentive
stock option shall mean an option to purchase shares of Common Stock that meets
the requirements of Section 422 of the Code, or any successor provision, which
is intended by the Committee to constitute an incentive stock option.  Each
incentive stock option shall be granted within ten years of the effective date
of this Plan.  To the extent that the aggregate Fair Market Value (determined as
of the date of grant) of shares of Common Stock with respect to which options
designated as incentive stock options are exercisable for the first time by a
participant during any calendar year (under this Plan or any other plan of the
Company, or any parent or Subsidiary) exceeds the amount (currently $100,000)
established by the Code, such options shall constitute non-qualified stock
options.  "Fair Market Value" shall mean the average of the high and low
transaction prices of a share of Common Stock as reported on The Nasdaq Stock
Market on the date as of which such value is being determined or, if there shall
be no reported transactions on such date, on the next preceding date for which
transactions were reported; provided that if Fair Market Value for any date
cannot be determined as above provided, Fair Market Value shall be determined by
the Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.

     2.2  Terms of Stock Options.  Options shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable:

     (a)  Number of Shares and Purchase Price.  The number of shares of Common
Stock subject to an option and the purchase price per share of Common Stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that the purchase price per share of Common Stock purchasable
upon exercise of a non-qualified stock option or an incentive stock option shall
not be less than 100% of the Fair Market Value of a share of Common Stock on the
date of grant of such option; provided further, that if an incentive stock
option shall be granted to any person who, at the time such option is granted,
owns capital stock possessing more than ten percent of the total combined voting
power of all classes of capital stock of the Company (or of any parent or

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Subsidiary) (a "Ten Percent Holder"), the purchase price per share of Common
Stock shall be the price (currently 110% of Fair Market Value) required by the
Code in order to constitute an incentive stock option.

     (b)  Option Period and Exercisability.  The period during which an option
may be exercisable shall be determined by the Committee; provided, however, that
no incentive stock option shall be exercisable later than ten years after its
date of grant; provided further, that if an incentive stock option shall be
granted to a Ten Percent Holder, such option shall not be exercised later than
five years after its date of grant.  The Committee may, in its discretion,
establish performance measures or other criteria which shall be satisfied or met
as a condition to the grant of an option or to the exercisability of all or a
portion of an option.  The Committee shall determine whether an option shall
become exercisable in cumulative or non-cumulative installments and in part or
in full at any time.  An exercisable option, or portion thereof, may be
exercised only with respect to whole shares of Common Stock.

     (c)  Method of Exercise.  An option may be exercised (i) by giving written
notice to the Company specifying the number of whole shares of Common Stock to
be purchased and accompanied by payment therefor in full (or arrangement made
for such payment to the Company's satisfaction) either (A) in cash, (B) by
delivery (either actual delivery or by attestation procedures established by the
Company) of previously owned whole shares of Common Stock (which the optionee
has held for at least six months prior to the delivery of such shares or which
the optionee purchased on the open market and in each case for which the
optionee has good title, free and clear of all liens and encumbrances) having an
aggregate Fair Market Value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise, (C) in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (D) a combination of (A) and (B), in each case
to the extent set forth in the Agreement relating to the option and (ii) by
executing such documents as the Company may reasonably request.  The Company
shall have sole discretion to disapprove of an election pursuant to any of
clauses (B)-(D).  Any fraction of a share of Common Stock which would be
required to pay such purchase price shall be disregarded and the remaining
amount due shall be paid in cash by the optionee.  No certificate representing
Common Stock shall be delivered until the full purchase price therefor has been
paid (or arrangement made for such payment to the Company's satisfaction).

     2.3  Termination of Employment or Service.

     (a)  Disability.  Subject to paragraph (f) below and Section 4.8 and unless
otherwise specified in the Agreement relating to an option, if an optionee's
employment with or service to the Company terminates by reason of Disability,
each option held by such optionee shall become fully exercisable and may
thereafter be exercised by such optionee (or such optionee's legal
representative or similar person) until and including the earliest to occur of
(i) the date which is one year (or such other period as set forth in the
Agreement relating to such option) after the effective date of such optionee's
termination of employment or service and (ii) the expiration date of the term of
such option. For purposes of this Plan, "Disability" shall mean the inability of
an optionee substantially to perform such optionee's duties and responsibilities
for a continuous period of at least six months.

     (b)  Retirement.  Subject to paragraph (f) below and Section 4.8 and unless
otherwise specified in the Agreement relating to an option, if an optionee's
employment with or service to the Company terminates by reason of retirement on
or after age 65 and after the optionee has completed at least five years of
employment with or service to the Company, each option held by such optionee
shall become fully exercisable and may thereafter be exercised by such optionee
(or such optionee's legal representative or similar person) until and including
the earliest to occur of (i) the date which is one year (or such other period as
set forth in the Agreement relating to such option) after the effective date of
such optionee's termination of employment or service and (ii) the expiration
date of the term of such option.

     (c)  Death.  Subject to paragraph (f) below and Section 4.8 and unless
otherwise specified in the Agreement relating to an option, if an optionee's
employment with or service to the Company terminates by reason of death, each
option held by such optionee shall become fully exercisable and may thereafter
be exercised by such optionee's executor, administrator, legal representative,
beneficiary or similar person, as the case may be, until and including the
earliest to occur of (i) the date which is one year (or such other period as set
forth in the Agreement relating to such option) after the date of death and (ii)
the expiration date of the term of such option.


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     (d)  Other Termination.  Subject to paragraph (f) below, Section 3.2(c) and
Section 4.8 and unless otherwise specified in the Agreement relating to an
option, if an optionee's employment with or service to the Company terminates
for any reason other than Disability, retirement on or after age 65 after
completion of at least five years of employment with or service to the Company
or death, each option held by such optionee shall be exercisable only to the
extent that such option is exercisable on the effective date of such optionee's
termination of employment or service and may thereafter be exercised by such
optionee (or such optionee's legal representative or similar person) until and
including the earliest to occur of (i) the date which is three months (or such
other period as set forth in the Agreement relating to such option) after the
effective date of such optionee's termination of employment or service and (ii)
the expiration date of the term of such option; provided that if such optionee's
employment or service is terminated for Cause, all options held by such optionee
shall terminate automatically on the effective date of such optionee's
termination of employment or service.  For purposes of this Plan, "Cause" shall
mean any act of dishonesty, commission of a felony, significant activities
harmful to the reputation of the Company or any of its Subsidiaries, refusal to
perform or substantial disregard of duties properly assigned or significant
violation of any statutory or common law duty of loyalty to the Company or any
of its Subsidiaries.

     (e)  Death Following Termination of Employment or Service.  Subject to
paragraph (f) below and Section 4.8 and unless otherwise specified in the
Agreement relating to an option, if an optionee dies during the one year period
following termination of employment or service by reason of Disability, or if an
optionee dies during the one year period following termination of employment or
service by reason of retirement on or after age 65 after completion of at least
five years of employment with or service to the Company, or if an optionee dies
during the three month period following termination of employment or service for
any other reason other than Disability or retirement on or after age 65 after
completion of at least five years of employment with or service to the Company
(or, in each case, such other period as the Committee may specify in the
Agreement relating to an option), each option held by such optionee shall be
exercisable only to the extent that such option is exercisable on the date of
such optionee's death and may thereafter be exercised by such optionee's
executor, administrator, legal representative, beneficiary or similar person, as
the case may be, until and including the earliest to occur of (i) the date which
is one year (or such other period as set forth in the Agreement relating to such
option) after the date of death and (ii) the expiration date of the term of such
option.

     (f)  Termination of Employment - Incentive Stock Options.  Subject to
Section 4.8 and unless otherwise specified in the Agreement relating to the
option, if the employment with the Company of a holder of an incentive stock
option terminates by reason of Permanent and Total Disability (as defined in
Section 22(e)(3) of the Code), each incentive stock option held by such optionee
shall become fully exercisable and may thereafter be exercised by such optionee
(or such optionee's legal representative or similar person) until and including
the earliest to occur of (i) the date which is one year (or such shorter period
as set forth in the Agreement relating to such option) after the effective date
of such optionee's termination of employment by reason of Permanent and Total
Disability and (ii) the expiration date of the term of such option.

     Subject to Section 4.8 and unless otherwise specified in the Agreement
relating to the option, if the employment with the Company of a holder of an
incentive stock option terminates by reason of death, each incentive stock
option held by such optionee shall become fully exercisable and may thereafter
be exercised by such optionee's executor, administrator, legal representative,
beneficiary or similar person until and including the earliest to occur of (i)
the date which is one year (or such shorter period as set forth in the Agreement
relating to such option) after the date of death and (ii) the expiration date of
the term of such option.

     Subject to Section 4.8 and unless otherwise specified in the Agreement
relating to the option, if the employment with the Company of a holder of an
incentive stock option terminates for any reason other than Permanent and Total
Disability or death, each incentive stock option held by such optionee shall be
exercisable only to the extent such option is exercisable on the effective date
of such optionee's termination of employment, and may thereafter be exercised by
such holder (or such holder's legal representative or similar person) until and
including the earliest to occur of (i) the date which is three months after the
effective date of such optionee's termination of employment and (ii) the
expiration date of the term of such option; provided that if such optionee's
employment is terminated for Cause, all incentive stock options held by such
optionee shall terminate automatically on the effective date of such optionee's
termination of employment.

     Subject to Section 4.8 and unless otherwise specified in the Agreement
relating to the option, if the holder of an incentive stock option dies during
the one-year period following termination of employment by reason of

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Permanent and Total Disability (or such shorter period as set forth in the
Agreement relating to such option), or if the holder of an incentive stock
option dies during the three-month period following termination of employment
for any reason other than Permanent and Total Disability or death, each
incentive stock option held by such optionee shall be exercisable only to the
extent such option is exercisable on the date of the optionee's death and may
thereafter be exercised by the optionee's executor, administrator, legal
representative, beneficiary or similar person until and including the earliest
to occur of (i) the date which is one year (or such shorter period as set forth
in the Agreement relating to such option) after the date of death and (ii) the
expiration date of the term of such option.


               III.  Provisions Relating to Independent Directors

     3.1  Eligibility.  Each member of the Board of Directors of the Company who
is not an employee, either full-time or part-time, of the Company or a
Subsidiary (an "Independent Director") shall be granted options to purchase
shares of Common Stock in accordance with this Section III.

     3.2  Grants of Stock Options.  Each Independent Director shall be granted
non-qualified stock options as follows:

     (a)  Time of Grant.  Each person who commences service as an Independent
Director after the date hereof shall be granted an option to purchase 2,000
shares of Common Stock on the date such service commences at a purchase price
per share equal to the Fair Market Value of the Common Stock on the date of
grant of such option, provided, however, that such grant shall not be made to a
person who becomes an Independent Director by reason of termination of
employment with the Company or any Subsidiary.  On the date of each annual
meeting of stockholders of the Company, each person who is an Independent
Director immediately after such meeting of stockholders shall be granted an
option to purchase 4,000 shares of Common Stock at a purchase price per share
equal to the Fair Market Value of the Common Stock on the date of grant of such
option.

     (b)  Option Period and Exercisability.  Each option granted under this
Article III shall be fully exercisable on and after its date of grant.  Each
option granted under this Article III shall expire ten years after its date of
grant.  An exercisable option, or portion thereof, may be exercised in whole or
in part only with respect to whole shares of Common Stock.  Options granted
under this Article III shall be exercisable in accordance with Section 2.2(c).

     (c)  Termination of Directorship.  If the holder of an option granted under
this Article III shall cease to be a member of the Board of Directors of the
Company for any reason, each such option held by such optionee may thereafter be
exercised by such optionee (or such optionee's legal representative or similar
person) until and including the earliest to occur of (i) the date which is one
year after the date such optionee ceased to be a member of the Board of
Directors of the Company and (ii) the expiration date of the term of such
option.

     (d)  Death Following Termination of Directorship.  If the holder of an
option granted under this Article V dies during the one year period following
the date on which such optionee ceased to be a member of the Board of Directors
of the Company, each such option may thereafter be exercised by the optionee's
executor, administrator, legal representative, beneficiary or similar person, as
the case may be, until and including the earliest to occur of (i) the date which
is one year after the date of death and (ii) the expiration date of the term of
such option.

                                  IV.  General

     4.1  Effective Date and Term of Plan.   This Plan shall be submitted to the
stockholders of the Company for approval and, if approved by the affirmative
vote of a majority of the shares of Common Stock present in person or
represented by proxy at the 1999 annual meeting of stockholders, shall become
effective on the date of such approval.  No option may be exercised prior to the
date of such stockholder approval.  This Plan shall terminate on the tenth
anniversary of its effective date, unless terminated earlier by the Board.
Termination of this Plan shall not affect the terms or conditions of any option
granted prior to termination.  In the event that this Plan is not approved by
the stockholders of the Company at the 1999 annual meeting of stockholders, this
Plan and any options granted hereunder shall be null and void.

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     4.2  Amendments.  The Board may amend this Plan as it shall deem advisable,
subject to any requirement of stockholder approval required by applicable law,
rule or regulation, including Section 162(m) and Section 422 of the Code;
provided, however, that no amendment shall be made without stockholder approval
if such amendment would (a) increase the maximum number of shares of Common
Stock available under this Plan (subject to Section 4.7), (b) effect any change
inconsistent with Section 422 of the Code or (c) extend the term of this Plan.
No amendment may impair the rights of a holder of an outstanding option without
the consent of such holder.

     4.3  Agreement.  No option shall be valid until an Agreement is executed by
the Company and the optionee and, upon execution by the Company and the optionee
and delivery of the Agreement to the Company, such option shall be effective as
of the effective date set forth in the Agreement.

     4.4  Non-Transferability.  Unless otherwise specified in the Agreement
relating to a non-qualified stock option, no option hereunder shall be
transferable other than by will or the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by the Company.  Except
to the extent permitted by the foregoing sentence, each option may be exercised
during the optionee's lifetime only by the optionee or the optionee's legal
representative or similar person.  Except as permitted by the second preceding
sentence, no option hereunder shall be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process.  Upon
any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of any option hereunder, such option and all rights thereunder
shall immediately become null and void.

     4.5  Tax Withholding.  The Company shall have the right to require, prior
to the issuance or delivery of any shares of Common Stock, payment by the
optionee of any Federal, state, local or other taxes which may be required to be
withheld or paid in connection with an option hereunder.  An Agreement may
provide that (i) the Company shall withhold whole shares of Common Stock which
would otherwise be delivered upon exercise of the option having an aggregate
Fair Market Value determined as of the date the obligation to withhold or pay
taxes arises in connection with the option (the "Tax Date") in the amount
necessary to satisfy any such obligation or (ii) the optionee may satisfy any
such obligation by any of the following means:  (A) a cash payment to the
Company, (B) delivery (either actual delivery or by attestation procedures
established by the Company) to the Company of previously owned whole shares of
Common Stock (which the optionee has held for at least six months prior to the
delivery of such shares or which the optionee purchased on the open market and
in each case for which the optionee has good title, free and clear of all liens
and encumbrances) having an aggregate Fair Market Value determined as of the Tax
Date, equal to the amount necessary to satisfy any such obligation, (C)
authorizing the Company to withhold whole shares of Common Stock which would
otherwise be delivered upon exercise of the option having an aggregate Fair
Market Value determined as of the Tax Date, equal to the amount necessary to
satisfy any such obligation, (D) a cash payment by a broker-dealer acceptable to
the Company to whom the optionee has submitted an irrevocable notice of exercise
or (E) any combination of (A), (B) and (C), in each case to the extent set forth
in the Agreement relating to the option; provided, however, that the Company
shall have sole discretion to disapprove of an election pursuant to any of
clauses (B)-(E).  Shares of Common Stock to be delivered or withheld may not
have an aggregate Fair Market Value in excess of the amount determined by
applying the minimum statutory withholding rate.  Any fraction of a share of
Common Stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the optionee.

     4.6  Restrictions on Shares.  Each option hereunder shall be subject to the
requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
option upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the exercise of such option
or the delivery of shares thereunder, such option shall not be exercised and
such shares shall not be delivered unless such listing, registration,
qualification, consent, approval or other action shall have been effected or
obtained, free of any conditions not acceptable to the Company.  The Company may
require that certificates evidencing shares of Common Stock delivered pursuant
to any option hereunder bear a legend indicating that the sale, transfer or
other disposition thereof by the holder is prohibited except in compliance with
the Securities Act of 1933, as amended, and the rules and regulations
thereunder.

     4.7  Adjustment.  In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of

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securities available under this Plan, the number and class of securities subject
to each outstanding option, the purchase price per security, and the number and
class of securities subject to each option to be granted to Independent
Directors pursuant to Article III shall be appropriately adjusted by the
Committee, such adjustments to be made in the case of outstanding options
without an increase in the aggregate purchase price. The decision of the
Committee regarding any such adjustment shall be final, binding and conclusive.
If any adjustment would result in a fractional security being (a) available
under this Plan, such fractional security shall be disregarded, or (b) subject
to an option under this Plan, the Company shall pay the optionee, in connection
with the first exercise of the option in whole or in part occurring after such
adjustment, an amount in cash determined by multiplying (A) the fraction of such
security (rounded to the nearest hundredth) by (B) the excess, if any, of (x)
the Fair Market Value on the exercise date over (y) the exercise price of the
option.

     4.8  Change in Control.  (a) (1)  Notwithstanding any provision in this
Plan or any Agreement, in the event of a Change in Control pursuant to Section
(b)(3) or (4) below in connection with which the holders of Common Stock receive
shares of common stock that are registered under Section 12 of the Exchange Act,
all outstanding options shall immediately become exercisable in full and there
shall be substituted for each share of Common Stock available under this Plan,
whether or not then subject to an outstanding option, the number and class of
shares into which each outstanding share of Common Stock shall be converted
pursuant to such Change in Control.  In the event of any such substitution, the
purchase price per share of each option shall be appropriately adjusted by the
Committee (whose determination shall be final, binding and conclusive), such
adjustments to be made without an increase in the aggregate purchase price or
base price.

     (2)  Notwithstanding any provision in this Plan or any Agreement, in the
event of a Change in Control pursuant to Section (b)(1) or (2) below, or in the
event of a Change in Control pursuant to Section (b)(3) or (4) below in
connection with which the holders of Common Stock receive consideration other
than shares of common stock that are registered under Section 12 of the Exchange
Act, each outstanding option shall be surrendered to the Company by the holder
thereof, and each such option shall immediately be canceled by the Company, and
the holder shall receive, within ten days of the occurrence of a Change in
Control, a cash payment from the Company in an amount equal to the number of
shares of Common Stock then subject to such option, multiplied by the excess, if
any, of (i) the greater of (A) the highest per share price offered to
stockholders of the Company in any transaction whereby the Change in Control
takes place or (B) the Fair Market Value of a share of Common Stock on the date
of occurrence of the Change in Control over (ii) the purchase price per share of
Common Stock subject to the option.  The Company may, but is not required to,
cooperate with any person who is subject to Section 16 of the Exchange Act to
assure that any cash payment in accordance with the foregoing to such person is
made in compliance with Section 16 and the rules and regulations thereunder.

     (b)  "Change in Control" shall mean:

          (1)  the acquisition by any individual, entity or group (a "Person"),
     including any "person" within the meaning of Section 13(d)(3) or 14(d)(2)
     of the Exchange Act, of beneficial ownership within the meaning of Rule
     13d-3 promulgated under the Exchange Act, of 35% or more of either (i) the
     then outstanding shares of common stock of the Company (the "Outstanding
     Company Common Stock") or (ii) the combined voting power of the then
     outstanding securities of the Company entitled to vote generally in the
     election of directors (the "Outstanding Company Voting Securities");
     excluding, however, the following:  (A) any acquisition directly from the
     Company (excluding any acquisition resulting from the exercise of an
     exercise, conversion or exchange privilege unless the security being so
     exercised, converted or exchanged was acquired directly from the Company),
     (B) any acquisition by the Company, (C) any acquisition by an employee
     benefit plan (or related trust) sponsored or maintained by the Company or
     any corporation controlled by the Company or (D) any acquisition by any
     corporation pursuant to a transaction which complies with clauses (i), (ii)
     and (iii) of subsection (3) of this Section 4.8(b); provided further, that
     for purposes of clause (B), if any Person (other than the Company or any
     employee benefit plan (or related trust) sponsored or maintained by the
     Company or any corporation controlled by the Company) shall become the
     beneficial owner of 35% or more of the Outstanding Company Common Stock or
     35% or more of the Outstanding Company Voting Securities by reason of an
     acquisition by the Company, and such Person shall, after such acquisition
     by the Company, become the beneficial owner of any additional shares of the
     Outstanding Company Common Stock or any additional Outstanding Company
     Voting Securities

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     (other than pursuant to a dividend or distribution paid or made by the
     Company on the Outstanding Company Common Stock or the Outstanding Company
     Voting Securities or pursuant to a split or subdivision of the Outstanding
     Company Common Stock or the Outstanding Company Voting Securities) and such
     beneficial ownership is publicly announced, such additional beneficial
     ownership shall constitute a Change in Control;

          (2)  individuals who, as of the date hereof, constitute the Board of
     Directors (the "Incumbent Board") cease for any reason to constitute at
     least a majority of such Board; provided that any individual who becomes a
     director of the Company subsequent to the date hereof whose election, or
     nomination for election by the Company's stockholders, was approved by the
     vote of at least a majority of the directors then comprising the Incumbent
     Board shall be deemed a member of the Incumbent Board; and provided
     further, that any individual who was initially elected as a director of the
     Company as a result of an actual or threatened election contest, as such
     terms are used in Rule 14a-11 of Regulation 14A promulgated under the
     Exchange Act, or any other actual or threatened solicitation of proxies or
     consents by or on behalf of any Person other than the Board shall not be
     deemed a member of the Incumbent Board;

          (3)  consummation of a reorganization, merger or consolidation or sale
     or other disposition of all or substantially all of the assets of the
     Company (a "Corporate Transaction"); excluding, however, a Corporate
     Transaction pursuant to which (i) all or substantially all of the
     individuals or entities who are the beneficial owners, respectively, of the
     Outstanding Company Common Stock and the Outstanding Company Voting
     Securities immediately prior to such Corporate Transaction will
     beneficially own, directly or indirectly, more than 60% of, respectively,
     the outstanding shares of common stock, and the combined voting power of
     the outstanding securities of such corporation entitled to vote generally
     in the election of directors, as the case may be, of the corporation
     resulting from such Corporate Transaction (including, without limitation, a
     corporation which as a result of such transaction owns the Company or all
     or substantially all of the Company's assets either directly or indirectly)
     in substantially the same proportions relative to each other as their
     ownership, immediately prior to such Corporate Transaction, of the
     Outstanding Company Common Stock and the Outstanding Company Voting
     Securities, as the case may be, (ii) no Person (other than:  the Company;
     any employee benefit plan (or related trust) sponsored or maintained by the
     Company or any corporation controlled by the Company; the corporation
     resulting from such Corporate Transaction; and any Person which
     beneficially owned, immediately prior to such Corporate Transaction,
     directly or indirectly, 35% or more of the Outstanding Company Common Stock
     or the Outstanding Company Voting Securities, as the case may be) will
     beneficially own, directly or indirectly, 35% or more of, respectively, the
     outstanding shares of common stock of the corporation resulting from such
     Corporate Transaction or the combined voting power of the outstanding
     securities of such corporation entitled to vote generally in the election
     of directors and (iii) individuals who were members of the Incumbent Board
     will constitute at least a majority of the members of the board of
     directors of the corporation resulting from such Corporate Transaction; or

          (4)  consummation of a plan of complete liquidation or dissolution of
     the Company.

     4.9  No Right of Participation or Employment.  No person shall have any
right to participate in this Plan.  Neither this Plan nor any option granted
hereunder shall confer upon any person any right to continued employment by the
Company, any Subsidiary or any affiliate of the Company or affect in any manner
the right of the Company, any Subsidiary or any affiliate of the Company to
terminate the employment of any person at any time without liability hereunder.

     4.10  Rights as Stockholder.  No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock which are
subject to an option hereunder until such person becomes a stockholder of record
with respect to such shares of Common Stock.

     4.11  Designation of Beneficiary.  Each optionee may file with the
Committee a written designation of one or more persons as such optionee's
beneficiary or beneficiaries (both primary and contingent) in the event of the

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optionee's death.  To the extent an outstanding option granted hereunder is
exercisable, such beneficiary or beneficiaries shall be entitled to exercise
such option.

     Each beneficiary designation shall become effective only when filed in
writing with the Committee during the optionee's lifetime on a form prescribed
by the Committee.  The spouse of a married optionee domiciled in a community
property jurisdiction shall join in any designation of a beneficiary other than
such spouse.  The filing with the Committee of a new beneficiary designation
shall cancel all previously filed beneficiary designations.

     If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee's executor, administrator, legal representative or
similar person.

     4.12  Governing Law.  This Plan, each option hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed in
accordance therewith without giving effect to principles of conflicts of laws.




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