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                                                                     EXHIBIT 4.3

                            SCANSOFT 2003 STOCK PLAN

                 (FORMERLY THE SPEECH WORKS INTERNATIONAL, INC.
               2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN)

1.       DEFINITIONS.

         Unless otherwise specified or unless the context otherwise requires,
         the following terms, as used in this ScanSoft 2003 Stock Plan (formerly
         the SpeechWorks International, Inc. 2000 Employee, Director and
         Consultant Stock Plan), have the following meanings:

                  Administrator means the Board of Directors, unless it has
                  delegated power to act on its behalf to the Committee, in
                  which case the Administrator means the Committee.

                  Affiliate means a corporation, which, for purposes of Section
                  424 of the Code, is a parent or subsidiary of the Company,
                  direct or indirect.

                  Board of Directors means the Board of Directors of the
                  Company.

                  Code means the United States Internal Revenue Code of 1986, as
                  amended.

                  Committee means the committee of the Board of Directors to
                  which the Board of Directors has delegated power to act under
                  or pursuant to the provisions of the Plan.

                  Common Stock means shares of the Company's common stock, $.001
                  par value per share.

                  Company means ScanSoft, Inc., a Delaware corporation.

                  Disability or Disabled means permanent and total disability as
                  defined in Section 22(e)(3) of the Code.

                  Fair Market Value of a Share of Common Stock means:

                  (1)      If the Common Stock is listed on a national
                  securities exchange or traded in the over-the-counter market
                  and sales prices are regularly reported for the Common Stock,
                  the closing sale or last price of the Common Stock on the
                  Composite Tape or other comparable reporting system for the
                  trading day on the date of determination;

                  (2)      If the Common Stock is not traded on a national
                  securities exchange but is traded on the over-the-counter
                  market, if sales prices are not regularly reported for the
                  Common Stock for the trading day referred to in clause (1),
                  and if bid and asked prices for the Common Stock are regularly
                  reported, the mean between the

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                  bid and the asked price for the Common Stock at the close of
                  trading in the over-the-counter market for the trading day on
                  which Common Stock was traded on the date of determination;
                  and

                  (3)      If the Common Stock is neither listed on a national
                  securities exchange nor traded in the over-the-counter market,
                  such value as the Administrator, in good faith, shall
                  determine.

                  ISO means an option meant to qualify as an incentive stock
                  option under Section 422 of the Code.

                  Key Employee means an employee of the Company or of an
                  Affiliate (including, without limitation, an employee who is
                  also serving as an officer or director of the Company or of an
                  Affiliate), designated by the Administrator to be eligible to
                  be granted one or more Stock Rights under the Plan.

                  Non-Qualified Option means an option which is not intended to
                  qualify as an ISO.

                  Option means a Non-Qualified Option granted under the Plan.

                  Option Agreement means an agreement between the Company and a
                  Participant delivered pursuant to the Plan, in such form as
                  the Administrator shall approve.

                  Participant means a Key Employee, director or consultant to
                  whom one or more Stock Rights are granted under the Plan. As
                  used herein, "Participant" shall include "Participant's
                  Survivors" where the context requires.

                  Plan means this ScanSoft 2003 Stock Plan (formerly the
                  SpeechWorks International, Inc. 2000 Employee, Director and
                  Consultant Stock Plan).

                  Shares means shares of the Common Stock as to which Stock
                  Rights have been or may be granted under the Plan or any
                  shares of capital stock into which the Shares are changed or
                  for which they are exchanged within the provisions of
                  Paragraph 3 of the Plan. The Shares issued under the Plan may
                  be authorized and unissued shares or shares held by the
                  Company in its treasury, or both.

                  Stock Grant means a grant by the Company of Shares under the
                  Plan.

                  Stock Grant Agreement means an agreement between the Company
                  and a Participant delivered pursuant to the Plan, in such form
                  as the Administrator shall approve.

                  Stock Right means a right to Shares of the Company granted
                  pursuant to the Plan -- a Non-Qualified Option or a Stock
                  Grant.

                  Survivors means a deceased Participant's legal representatives
                  and/or any person or persons who acquired the Participant's
                  rights to a Stock Right by will or by the laws of descent and
                  distribution.

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2.       PURPOSES OF THE PLAN.

         The Plan is intended to encourage ownership of Shares by Key Employees
and directors of and certain consultants to the Company in order to attract such
people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the
Company or of an Affiliate. The Plan provides for the granting of Non-Qualified
Options and Stock Grants. No ISOs will be granted from the Plan.

3.       SHARES SUBJECT TO THE PLAN.

         The number of Shares which may be issued from time to time pursuant to
this Plan shall be equal 4,122,465 Shares or the equivalent of such number of
Shares after the Administrator, in its sole discretion, has interpreted the
effect of any stock split, stock dividend, combination, recapitalization or
similar transaction in accordance with Paragraph 19 of the Plan.

         If an Option ceases to be "outstanding", in whole or in part, or if the
Company shall reacquire any Shares issued pursuant to a Stock Grant, the Shares
which were subject to such Option and any Shares so reacquired by the Company
shall be available for the granting of other Stock Rights under the Plan. Any
Option shall be treated as "outstanding" until such Option is exercised in full,
or terminates or expires under the provisions of the Plan, or by agreement of
the parties to the pertinent Option Agreement.

4.       ADMINISTRATION OF THE PLAN.

         The Administrator of the Plan will be the Board of Directors, except to
the extent the Board of Directors delegates its authority to the Committee, in
which case the Committee shall be the Administrator. Subject to the provisions
of the Plan, the Administrator is authorized to:

         a.       Interpret the provisions of the Plan or of any Option or Stock
                  Grant and to make all rules and determinations which it deems
                  necessary or advisable for the administration of the Plan;

         b.       Determine which employees of the Company or of an Affiliate
                  shall be designated as Key Employees and which of the Key
                  Employees, directors and consultants shall be granted Stock
                  Rights;

         c.       Determine the number of Shares for which a Stock Right or
                  Stock Rights shall be granted, provided, however, that in no
                  event shall Stock Rights with respect to more than 860,000
                  shares be granted to any Participant in any fiscal year; and

         d.       Specify the terms and conditions upon which a Stock Right or
                  Stock Rights may be granted; provided, however, that all such
                  interpretations, rules, determinations, terms and conditions
                  shall be made and prescribed in the context of preserving the
                  tax status under Section 422 of the Code of those Options
                  which are designated as ISOs. Subject to the foregoing, the
                  interpretation and construction by the Administrator of any
                  provisions of the Plan or of any Stock Right granted under it

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                  shall be final, unless otherwise determined by the Board of
                  Directors, if the Administrator is the Committee.

The interpretation and construction by the Administrator or any provisions of
the Plan or of any Stock Right granted under it shall be final, unless otherwise
determined by the Board of Directors, if the Administrator is the Committee.

5.       ELIGIBILITY FOR PARTICIPATION.

         The Administrator will, in its sole discretion, name the Participants
in the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company or of an Affiliate at the time a Stock
Right is granted. Notwithstanding the foregoing, in no event shall the
Administrator grant a Stock Right to individuals who were employed by the
Company or one of its subsidiaries (excluding SpeechWorks International, Inc.
and its subsidiaries) at the time the Company acquired SpeechWorks
International, Inc. Notwithstanding the first sentence of this paragraph, the
Administrator may authorize the grant of a Stock Right to a person not then an
employee, director or consultant of the Company or of an Affiliate; provided,
however, that the actual grant of such Stock Right shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time of
the delivery of the Agreement evidencing such Stock Right. Non-Qualified Options
and Stock Grants may be granted to any Key Employee, director or consultant of
the Company or an Affiliate. The granting of any Stock Right to any individual
shall neither entitle that individual to, nor disqualify him or her from,
participation in any other grant of Stock Rights.

6.       TERMS AND CONDITIONS OF OPTIONS.

         Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be
granted subject to such terms and conditions, consistent with the terms and
conditions specifically required under this Plan, as the Administrator may deem
appropriate including, without limitation, subsequent approval by the
shareholders of the Company of this Plan or any amendments thereto.

         Each Option shall be subject to the terms and conditions which the
Administrator determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards for any such Option:

                  a.       Option Price: Each Option Agreement shall state the
                  option price (per share) of the Shares covered by each Option,
                  which option price shall be determined by the Administrator
                  but shall not be less than 100% of the Fair Market Value per
                  share on the date of grant; provided, however Options may be
                  granted with an option price other than as required above
                  pursuant to a merger or other corporate transaction;

                  b.       Each Option Agreement shall state the number of
                  Shares to which it pertains;

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                  c.       Each Option Agreement shall state the date or dates
                  on which it first is exercisable and the date after which it
                  may no longer be exercised, and may provide that the Option
                  rights accrue or become exercisable in installments over a
                  period of months or years, or upon the occurrence of certain
                  conditions or the attainment of stated goals or events; and

                  d.       Exercise of any Option may be conditioned upon the
                  Participant's execution of a Share purchase agreement in form
                  satisfactory to the Administrator providing for certain
                  protections for the Company and its other shareholders,
                  including requirements that:

                           i.       The Participant's or the Participant's
                  Survivors' right to sell or transfer the Shares may be
                  restricted; and

                           ii.      The Participant or the Participant's
                  Survivors may be required to execute letters of investment
                  intent and must also acknowledge that the Shares will bear
                  legends noting any applicable restrictions.

7.       TERMS AND CONDITIONS OF STOCK GRANTS.

         Each offer of a Stock Grant to a Participant shall state the date prior
to which the Stock Grant must be accepted by the Participant, and the principal
terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Stock Grant Agreement shall be in a form
approved by the Administrator and shall contain terms and conditions which the
Administrator determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards:

         (a)      Each Stock Grant Agreement shall state the purchase price (per
                  share), if any, of the Shares covered by each Stock Grant,
                  which purchase price shall be determined by the Administrator
                  but shall not be less than the minimum consideration required
                  by the Delaware General Corporation Law on the date of the
                  grant of the Stock Grant;

         (b)      Each Stock Grant Agreement shall state the number of Shares to
                  which the Stock Grant pertains; and

         (c)      Each Stock Grant Agreement shall include the terms of any
                  right of the Company to reacquire the Shares subject to the
                  Stock Grant, including the time and events upon which such
                  rights shall accrue and the purchase price therefor, if any.

8.       EXERCISE OF OPTIONS AND ISSUE OF SHARES.

         An Option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its principal executive office address,
together with provision for payment of the full purchase price (and the amount
of any income or employment tax the Company is required to withhold by reason of
such exercise) in accordance with this Paragraph for the Shares

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as to which the Option is being exercised, and upon compliance with any other
condition(s) set forth in the Option Agreement. Such written notice shall be
signed by the person exercising the Option, shall state the number of Shares
with respect to which the Option is being exercised and shall contain any
representation required by the Plan or the Option Agreement. Payment of the
purchase price for the Shares as to which such Option is being exercised shall
be made (a) in United States dollars in cash or by check, or (b) at the
discretion of the Administrator, through delivery of shares of Common Stock
having a Fair Market Value equal as of the date of the exercise to the cash
exercise price of the Option, or (c) at the discretion of the Administrator, by
having the Company retain from the shares otherwise issuable upon exercise of
the Option, a number of shares having a Fair Market Value equal as of the date
of exercise to the exercise price of the Option, or (d) at the discretion of the
Administrator, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the applicable
Federal rate, as defined in Section 1274(d) of the Code, or (e) at the
discretion of the Administrator, in accordance with a cashless exercise program
established with a securities brokerage firm, and approved by the Administrator,
or (f) at the discretion of the Administrator, by any combination of (a), (b),
(c), (d) and (e) above or any other method permitted by applicable laws.

         The Company shall then reasonably promptly deliver the Shares as to
which such Option was exercised to the Participant (or to the Participant's
Survivors, as the case may be). In determining what constitutes "reasonably
promptly," it is expressly understood that the issuance and delivery of the
Shares may be delayed by the Company in order to comply with any law or
regulation (including, without limitation, state securities or "blue sky" laws)
which requires the Company to take any action with respect to the Shares prior
to their issuance. The Shares shall, upon delivery, be evidenced by an
appropriate certificate or certificates for fully paid, non-assessable Shares.

         The Administrator shall have the right to accelerate the date of
exercise of any installment of any Option.

         The Administrator may, in its discretion, amend any term or condition
of an outstanding Option provided (i) such term or condition as amended is
permitted by the Plan, and (ii) any such amendment shall be made only with the
consent of the Participant to whom the Option was granted, or in the event of
the death of the Participant, the Participant's Survivors, if the amendment is
adverse to the Participant.

9.       ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.

         A Stock Grant (or any part or installment thereof) shall be accepted by
executing the Stock Grant Agreement and delivering it to the Company at its
principal office address, together with provision for payment of the full
purchase price, if any, in accordance with this Paragraph for the Shares as to
which such Stock Grant is being accepted, and upon compliance with any other
conditions set forth in the Stock Grant Agreement. Payment of the purchase price
for the Shares as to which such Stock Grant is being accepted shall be made (a)
in United States dollars in cash or by check, or (b) at the discretion of the
Administrator, through delivery of shares of Common Stock having a fair market
value equal as of the date of acceptance of the Stock Grant to the purchase
price of the Stock Grant determined in good faith by the Administrator, or (c)
at the discretion of the Administrator, by delivery of the grantee's personal
recourse note bearing

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interest payable not less than annually at no less than 100% of the applicable
Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
discretion of the Administrator, by any combination of (a), (b) and (c) above or
any other method permitted by applicable laws.

         The Company shall then reasonably promptly deliver the Shares as to
which such Stock Grant was accepted to the Participant (or to the Participant's
Survivors, as the case may be), subject to any escrow provision set forth in the
Stock Grant Agreement. In determining what constitutes "reasonably promptly," it
is expressly understood that the issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or "blue sky" laws) which requires the
Company to take any action with respect to the Shares prior to their issuance.

         The Administrator may, in its discretion, amend any term or condition
of an outstanding Stock Grant or Stock Grant Agreement provided (i) such term or
condition as amended is permitted by the Plan, and (ii) any such amendment shall
be made only with the consent of the Participant to whom the Stock Grant was
made, if the amendment is adverse to the Participant.

10.      RIGHTS AS A SHAREHOLDER.

         No Participant to whom a Stock Right has been granted shall have rights
as a shareholder with respect to any Shares covered by such Stock Right, except
after due exercise of the Option or acceptance of the Stock Grant and tender of
the full purchase price, if any, for the Shares being purchased pursuant to such
exercise or acceptance and registration of the Shares in the Company's share
register in the name of the Participant.

11.      ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

         By its terms, a Stock Right granted to a Participant shall not be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution, or (ii) as otherwise determined by the Administrator and set
forth in the applicable Option Agreement or Stock Grant Agreement. The
designation of a beneficiary of a Stock Right by a Participant, with the prior
approval of the Administrator and in such form as the Administrator shall
prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except
as provided above, a Stock Right shall only be exercisable or may only be
accepted, during the Participant's lifetime, by such Participant (or by his or
her legal representative) and shall not be assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Stock Right or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon a Stock Right, shall be null and void.

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12.      EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
         DEATH OR DISABILITY.

         Except as otherwise provided in the pertinent Option Agreement in the
event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate before the Participant has
exercised an Option, the following rules apply:

         a.       A Participant who ceases to be an employee, director or
                  consultant of the Company or of an Affiliate (for any reason
                  other than termination "for cause", Disability, or death for
                  which events there are special rules in Paragraphs 13, 14, and
                  15, respectively), may exercise any Option granted to him or
                  her to the extent that the Option is exercisable on the date
                  of such termination of service, but only within such term as
                  the Administrator has designated in the pertinent Option
                  Agreement. In the absence of a specified time in the Option
                  Agreement, the Option shall remain exercisable for three (3)
                  months following the Participant's termination.

         b.       Notwithstanding anything herein to the contrary, if subsequent
                  to a Participant's termination of employment, termination of
                  director status or termination of consultancy, but prior to
                  the exercise of an Option, the Board of Directors determines
                  that, either prior or subsequent to the Participant's
                  termination, the Participant engaged in conduct which would
                  constitute "cause", then such Participant shall forthwith
                  cease to have any right to exercise any Option.

         c.       A Participant to whom an Option has been granted under the
                  Plan who is absent from work with the Company or with an
                  Affiliate because of temporary disability (any disability
                  other than a permanent and total Disability as defined in
                  Paragraph 1 hereof), or who is on leave of absence for any
                  purpose, shall not, during the period of any such absence, be
                  deemed, by virtue of such absence alone, to have terminated
                  such Participant's employment, director status or consultancy
                  with the Company or with an Affiliate, except as the
                  Administrator may otherwise expressly provide.

         d.       Except as required by law or as set forth in the pertinent
                  Option Agreement, Options granted under the Plan shall not be
                  affected by any change of a Participant's status within or
                  among the Company and any Affiliates, so long as the
                  Participant continues to be an employee, director or
                  consultant of the Company or any Affiliate.

13.      EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE".

         Except as otherwise provided in the pertinent Option Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause" prior to the time that all his or her outstanding Options have been
exercised:

         a.       All outstanding and unexercised Options as of the time the
                  Participant is notified his or her service is terminated "for
                  cause" will immediately be forfeited.

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         b.       For purposes of this Plan, "cause" shall include (and is not
                  limited to) dishonesty with respect to the Company or any
                  Affiliate, insubordination, substantial malfeasance or
                  non-feasance of duty, unauthorized disclosure of confidential
                  information, and conduct substantially prejudicial to the
                  business of the Company or any Affiliate. The determination of
                  the Administrator as to the existence of "cause" will be
                  conclusive on the Participant and the Company.

         c.       "Cause" is not limited to events which have occurred prior to
                  a Participant's termination of service, nor is it necessary
                  that the Administrator's finding of "cause" occur prior to
                  termination. If the Administrator determines, subsequent to a
                  Participant's termination of service but prior to the exercise
                  of an Option, that either prior or subsequent to the
                  Participant's termination the Participant engaged in conduct
                  which would constitute "cause", then the right to exercise any
                  Option is forfeited.

         d.       Any definition in an agreement between the Participant and the
                  Company or an Affiliate, which contains a conflicting
                  definition of "cause" for termination and which is in effect
                  at the time of such termination, shall supersede the
                  definition in this Plan with respect to such Participant.

14.      EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

         Except as otherwise provided in the pertinent Option Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability may exercise any Option granted to
such Participant within such period of time as is specified in the Option
Agreement, to the extent the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. To the extent that the Optionee
does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

         The Administrator shall make the determination both of whether
Disability has occurred and the date of its occurrence (unless a procedure for
such determination is set forth in another agreement between the Company and
such Participant, in which case such procedure shall be used for such
determination). If requested, the Participant shall be examined by a physician
selected or approved by the Administrator, the cost of which examination shall
be paid for by the Company.

15.      EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

         Except as otherwise provided in the pertinent Option Agreement, in the
event of the death of a Participant while the Participant is an employee,
director or consultant of the Company or of an Affiliate, such Option may be
exercised within such period of time as specified in the Option

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Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Option Agreement), by the Participant's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. To the extent that the Optionee's estate or a person who
acquires the right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

16.      EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.

         In the event of a termination of service (whether as an employee,
director or consultant) with the Company or an Affiliate for any reason before
the Participant has accepted a Stock Grant, such offer shall terminate.

         For purposes of this Paragraph, a Participant to whom a Stock Grant has
been offered under the Plan who is absent from work with the Company or with an
Affiliate because of temporary disability (any disability other than a permanent
and total Disability as defined in Paragraph 1 hereof), or who is on leave of
absence for any purpose, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated such Participant's
employment, director status or consultancy with the Company or with an
Affiliate, except as the Administrator may otherwise expressly provide.

         Unless the Administrator determines otherwise, the Stock Grant
Agreement shall grant the company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser's service with the Company
for any reason (including death or Disability). Unless determined otherwise by
the Administrator, the purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall generally be the original price paid
by the purchaser and may be paid by cancellation of any indebtedness of the
purchase to the Company. The repurchase option shall lapse at a rate determined
by the Administrator.

         In addition, for purposes of this Paragraph, any change of employment
or other service within or among the Company and any Affiliates shall not be
treated as a termination of employment, director status or consultancy so long
as the Participant continues to be an employee, director or consultant of the
Company or any Affiliate.

17.      PURCHASE FOR INVESTMENT.

         Unless the offering and sale of the Shares to be issued upon the
particular exercise or acceptance of a Stock Right shall have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended (the "1933 Act"), the Company shall be under no obligation to issue the
Shares covered by such exercise unless and until the following conditions have
been fulfilled:

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         a.       The person(s) who exercise(s) or accept(s) such Stock Right
                  shall warrant to the Company, prior to the receipt of such
                  Shares, that such person(s) are acquiring such Shares for
                  their own respective accounts, for investment, and not with a
                  view to, or for sale in connection with, the distribution of
                  any such Shares, in which event the person(s) acquiring such
                  Shares shall be bound by the provisions of the following
                  legend which shall be endorsed upon the certificate(s)
                  evidencing their Shares issued pursuant to such exercise or
                  such grant:

                           "The shares represented by this certificate have been
                           taken for investment and they may not be sold or
                           otherwise transferred by any person, including a
                           pledgee, unless (1) either (a) a Registration
                           Statement with respect to such shares shall be
                           effective under the Securities Act of 1933, as
                           amended, or (b) the Company shall have received an
                           opinion of counsel satisfactory to it that an
                           exemption from registration under such Act is then
                           available, and (2) there shall have been compliance
                           with all applicable state securities laws."

         b.       At the discretion of the Administrator, the Company shall have
                  received an opinion of its counsel that the Shares may be
                  issued upon such particular exercise or acceptance in
                  compliance with the 1933 Act without registration thereunder.

18.      DISSOLUTION OR LIQUIDATION OF THE COMPANY.

         Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised and all
Stock Grants which have not been accepted will terminate and become null and
void; provided, however, that if the rights of a Participant or a Participant's
Survivors have not otherwise terminated and expired, the Participant or the
Participant's Survivors will have the right immediately prior to such
dissolution or liquidation to exercise or accept any Stock Right to the extent
that the Stock Right is exercisable or subject to acceptance as of the date
immediately prior to such dissolution or liquidation.

19.      ADJUSTMENTS.

         Upon the occurrence of any of the following events, a Participant's
rights with respect to any Stock Right granted to him or her hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
pertinent Option Agreement or Stock Grant Agreement:

         A.       Stock Dividends and Stock Splits. If (i) the shares of Common
Stock shall be subdivided or combined into a greater or smaller number of shares
or if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, or (ii) additional shares or new or different
shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock, the number of shares of
Common Stock deliverable upon the exercise or acceptance of such Stock Right may
be appropriately increased or decreased proportionately, and appropriate
adjustments may be made in the purchase price per share to reflect such events.
The number of Shares in Paragraph 4(c) shall also be proportionately adjusted
upon the occurrence of such events.

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         B.       Consolidations or Mergers. If the Company is to be
consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise (an "Acquisition"), the
Administrator or the board of directors of any entity assuming the obligations
of the Company hereunder (the "Successor Board"), shall, as to outstanding
Options, either (i) make appropriate provision for the continuation of such
Options by substituting on an equitable basis for the Shares then subject to
such Options either the consideration payable with respect to the outstanding
shares of Common Stock in connection with the Acquisition or securities of any
successor or acquiring entity; or (ii) upon written notice to the Participants,
provide that all Options must be exercised (either to the extent then
exercisable or, at the discretion of the Administrator, all Options being made
fully exercisable for purposes of this Subparagraph) at the end of which period
the Options shall terminate; or (iii) terminate all Options in exchange for a
cash payment equal to the excess of the Fair Market Value of the Shares subject
to such Options (either to the extent then exercisable or, at the discretion of
the Administrator, all Options being made fully exercisable for purposes of this
Subparagraph) over the exercise price thereof.

         With respect to outstanding Stock Grants, the Administrator or the
Successor Board, shall either (i) make appropriate provisions for the
continuation of such Stock Grants by substituting on an equitable basis for the
Shares then subject to such Stock Grants either the consideration payable with
respect to the outstanding Shares of Common Stock in connection with the
Acquisition or securities of any successor or acquiring entity; or (ii) upon
written notice to the Participants, provide that all Stock Grants must be
accepted (to the extent then subject to acceptance) within a specified number of
days of the date of such notice, at the end of which period the offer of the
Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange
for a cash payment equal to the excess of the Fair Market Value of the Shares
subject to such Stock Grants over the purchase price thereof, if any. In
addition, in the event of an Acquisition, the Administrator may waive any or all
Company repurchase rights with respect to outstanding Stock Grants.

         C.       Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in Subparagraph B above) pursuant to which securities of the Company
or of another corporation are issued with respect to the outstanding shares of
Common Stock, a Participant upon exercising or accepting a Stock Right shall be
entitled to receive for the purchase price, if any, paid upon such exercise or
acceptance the securities which would have been received if such Stock Right had
been exercised or accepted prior to such recapitalization or reorganization.

20.      ISSUANCES OF SECURITIES.

         Except as expressly provided herein, no issuance by the Company 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 subject to Stock Rights. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company
prior to any issuance of Shares pursuant to a Stock Right.

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21.      FRACTIONAL SHARES.

         No fractional shares shall be issued under the Plan and the person
exercising a Stock Right shall receive from the Company cash in lieu of such
fractional shares equal to the Fair Market Value thereof.

22.      WITHHOLDING.

         In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Participant's salary, wages or other remuneration in connection with
the exercise or acceptance of a Stock Right or upon the lapsing of any right of
repurchase, the Company may withhold from the Participant's compensation, if
any, or may require that the Participant advance in cash to the Company, or to
any Affiliate of the Company which employs or employed the Participant, the
statutory minimum amount of such withholdings unless a different withholding
arrangement, including the use of shares of the Company's Common Stock or a
promissory note, is authorized by the Administrator (and permitted by law). For
purposes hereof, the fair market value of the shares withheld for purposes of
payroll withholding shall be determined in the manner provided in Paragraph 1
above, as of the most recent practicable date prior to the date of exercise. If
the fair market value of the shares withheld is less than the amount of payroll
withholdings required, the Participant may be required to advance the difference
in cash to the Company or the Affiliate employer. The Administrator in its
discretion may condition the exercise of an Option for less than the then Fair
Market Value on the Participant's payment of such additional withholding.

23.      TERMINATION OF THE PLAN.

         The Plan will terminate on May 9, 2010. The Plan may be terminated at
an earlier date by vote of the shareholders of the Company; provided, however,
that any such earlier termination shall not affect any Option Agreements or
Stock Grant Agreements executed prior to the effective date of such termination.

24.      AMENDMENT OF THE PLAN AND AGREEMENTS.

         The Plan may be amended by the shareholders of the Company. The Plan
may also be amended by the Administrator, including, without limitation, to the
extent necessary to qualify the shares issuable upon exercise or acceptance of
any outstanding Stock Rights granted, or Stock Rights to be granted, under the
Plan for listing on any national securities exchange or quotation in any
national automated quotation system of securities dealers. Any amendment
approved by the Administrator which the Administrator determines is of a scope
that requires shareholder approval shall be subject to obtaining such
shareholder approval. Any modification or amendment of the Plan shall not,
without the consent of a Participant, adversely affect his or her rights under a
Stock Right previously granted to him or her. With the consent of the
Participant affected, the Administrator may amend outstanding Option Agreements
and Stock Grant Agreements in a manner which may be adverse to the Participant
but which is not inconsistent with the Plan. In the discretion of the
Administrator, outstanding Option

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Agreements and Stock Grant Agreements may be amended by the Administrator in a
manner which is not adverse to the Participant.

Except as otherwise provided in Paragraph 19, after the date of grant of an
Option (a) the exercise price of such Option shall not be reduced or cancelled
and exchanged for a new Option with a lower exercise price (including pursuant
to any "6 month and 1 day" cancellation and re-grant scheme), regardless of
whether or not the cancelled Options are put back into the available pool for
grant; (b) the Administrator shall not replace underwater Options with another
Stock Grant in an exchange, buy-back or other scheme; and (c) the Administrator
shall not replace any Options with new Options having a lower exercise price in
an exchange, buy-back or other scheme.

25.      EMPLOYMENT OR OTHER RELATIONSHIP.

         Nothing in this Plan or any Option Agreement or Stock Grant Agreement
shall be deemed to prevent the Company or an Affiliate from terminating the
employment, consultancy or director status of a Participant, nor to prevent a
Participant from terminating his or her own employment, consultancy or director
status or to give any Participant a right to be retained in employment or other
service by the Company or any Affiliate for any period of time.

26.      GOVERNING LAW.

         This Plan shall be construed and enforced in accordance with the law of
the State of Delaware.

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