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                                                                   EXHIBIT 10.5

                         MANAGEMENT 2002 OPTION PROGRAM

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                                TABLE OF CONTENTS

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SECTION 1      GENERAL...................................................................................    2

     1.1.  Purpose.......................................................................................    2
     1.2.  Participation.................................................................................    2

SECTION 2      OPTIONS...................................................................................    3

     2.1.  Definitions...................................................................................    3
     2.2.  Eligibility...................................................................................    3
     2.3.  Price.........................................................................................    3
     2.4.  Exercise......................................................................................    4
     2.5.  Post-Exercise Limitations.....................................................................    5
     2.6.  Expiration Date...............................................................................    5
     2.7.  Stock Certificates............................................................................    5

SECTION 3      OPERATION AND ADMINISTRATION..............................................................    5

     3.1.  Effective Date................................................................................    5
     3.2.  Shares Subject to Plan........................................................................    5
     3.3.  Adjustments to Shares.........................................................................    6
     3.4.  Limit on Distribution.........................................................................    8
     3.5.  Withholding...................................................................................    8
     3.6.  Transferability...............................................................................    8
     3.7.  Notices.......................................................................................    9
     3.8.  Form and Time of Elections....................................................................    9
     3.9.  Agreement With Company........................................................................    9
     3.10. Limitation of Implied Rights..................................................................    9
     3.11. Evidence......................................................................................   10
     3.12. Action by Company or Related Company..........................................................   10
     3.13. Gender and Number.............................................................................   10
     3.14. Applicable Law................................................................................   10

SECTION 4      COMMITTEE.................................................................................   10

     4.1.  Administration................................................................................   10
     4.2.  Selection of Committee........................................................................   10
     4.3.  Powers of Committee...........................................................................   10
     4.4.  Delegation by Committee.......................................................................   11
     4.5.  Information to be Furnished to Committee......................................................   11
     4.6.  Liability and Indemnification of Committee....................................................   11

SECTION 5      AMENDMENT AND TERMINATION.................................................................   12
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                          UTI MANAGEMENT OPTION PROGRAM

                                    SECTION 1

                                     GENERAL

         1.1. Purpose. The UTI Management Option Program (the "Plan") has been
established by Universal Technical Institute, Inc. (the "Company") to:

         (a)      attract and retain employees and other persons providing
                  services to the Company and the Related Companies (as defined
                  below);

         (b)      motivate Participants (as defined in subsection 1.2), by means
                  of appropriate incentives, to achieve long-range goals;

         (c)      provide incentive compensation opportunities that are
                  competitive with those of other corporations; and

         (d)      further identify Participants' interests with those of the
                  Company's other stockholders through compensation that is
                  based on the value of the Company's common shares;

and thereby promote the long-term financial interest of the Company and the
Related Companies, including the growth in value of the Company's equity and
enhancement of long-term stockholder return. The term "Related Company" means
any company during any period in which it is a "subsidiary corporation" (as that
term is defined in section 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code")), with respect to the Company or any affiliate of the
Company which is designated as a Related Company by the Committee.

         1.2. Participation. Subject to the terms and conditions of the Plan,
the Committee (as described in Section 4) shall determine and designate, from
time to time, from among the Eligible Individuals (as defined below), those
persons who will be granted one or more awards under Section 2 of the Plan (an
"Award"), and thereby become "Participants" in the Plan. In the discretion of
the Committee, and subject to the terms of the Plan, a Participant may be
granted any Award permitted under the provisions of the Plan, and more than one
Award may be granted to a Participant. Except as otherwise agreed by the Company
and the Participant, or except as otherwise provided in the Plan, an Award under
the Plan shall not affect any previous Award under the Plan or an award under
any other plan maintained by the Company or the Related Companies. For purposes
of the Plan, the term "Eligible Individual" shall mean any employee of the
Company or a Related Company or other person providing services thereto;
provided, however, that a member of the Board of Directors of the Company (the
"Board") who is not an employee of the Company or a Related Company shall not be
an "Eligible Individual".

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                                    SECTION 2

                                     OPTIONS

         2.1. Definitions. The grant of an "Option" under this Section 2
entitles the Participant to purchase shares of common stock of the Company
("Shares") at a price fixed at the time the Option is granted, subject to the
terms of this Section. Options granted under this Section may be either
Incentive Stock Options or Non-Qualified Stock Options, as determined in the
discretion of the Committee. An "Incentive Stock Option" is an Option that is
intended to satisfy the requirements applicable to an "incentive stock option"
described in section 422 of the Code. A "Non-Qualified Stock Option" is an
Option that is not intended to be an Incentive Stock Option.

         2.2. Eligibility. The Committee shall designate the Participants to
whom Options or Shares are to be granted under this Section and shall determine
the number of Shares subject to each such Option. If the Committee grants
Incentive Stock Options, to the extent that the aggregate fair market value of
Shares with respect to which Incentive Stock Options are exercisable for the
first time by any individual during any calendar year (under all plans of the
Company and all related companies within the meaning of section 424(f) of the
Code) exceeds $100,000, such options shall be treated as Non-Qualified Stock
Options, to the extent required by section 422 of the Code.

         2.3. Price. The determination and payment of the purchase price of a
Share under each Option granted under this Section shall be subject to the
following:

         (a)      The purchase price shall be established by the Committee at
                  the time the Option is granted; provided, however, that in no
                  event shall such price be less than the par value of a Share.

         (b)      Subject to the following provisions of this subsection, the
                  full purchase price of each Share purchased upon the exercise
                  of any Option shall be paid at the time of such exercise (or
                  such later date as may be permitted by the Committee in the
                  case of a cashless exercise) and, as soon as practicable
                  thereafter (subject to an election under subsection 2.4), a
                  certificate representing the Shares so purchased shall be
                  delivered to the person entitled thereto.

         (c)      The purchase price shall be payable in cash or by tendering
                  Shares by actual delivery or attestation (valued at Fair
                  Market Value as of the day of exercise) that have been held by
                  the Participant at least six months, or in any combination
                  thereof, as determined by the Committee.

         (d)      The "Fair Market Value" of a Share as of any date shall be
                  determined in accordance with the following rules:

                  (i)      If the Shares are at the time listed or admitted to
                           trading on any stock exchange, then the Fair Market
                           Value shall be the closing price per Share on such
                           date on the principal exchange on which the Shares
                           are then listed

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                           or admitted to trading or, if no such sale is
                           reported on that date, on the last preceding date on
                           which a sale was so reported.

                  (ii)     If the Shares are not at the time listed or admitted
                           to trading on a stock exchange, the Fair Market Value
                           shall be the average of the closing reported bid and
                           asked prices regular way of the Shares on the date in
                           question in the over-the-counter market, as such
                           prices are reported in a publication of general
                           circulation selected by the Committee and regularly
                           reporting the market price of Shares in such market.

                  (iii)    If the Shares are not listed or admitted to trading
                           on any stock exchange or traded in the
                           over-the-counter market, the Fair Market Value shall
                           be as determined by the Committee in good faith.

                  (iv)     For purposes of determining the Fair Market Value of
                           Shares that are sold pursuant to a cashless exercise
                           program, if applicable, Fair Market Value shall be
                           the price at which such Shares are sold.

         2.4. Exercise. Except as otherwise expressly provided in the Plan, an
Option granted under this Section shall be exercisable in accordance with the
following terms of this subsection:

         (a)      The terms and conditions relating to exercise of an Option
                  shall be established by the Committee, and may include,
                  without limitation, conditions relating to completion of a
                  specified period of service (subject to paragraph (b) below),
                  achievement of performance standards prior to exercise of the
                  Option or the achievement of Share ownership objectives by the
                  Participant. The Committee, in its sole discretion, may
                  accelerate the vesting of any Option under circumstances
                  designated by it at the time the Option is granted or
                  thereafter.

         (b)      No Option may be exercised by a Participant after the
                  Expiration Date (as defined in subsection 2.6) applicable to
                  that Option.

         (c)      Prior to the date the Shares would otherwise be transferred
                  pursuant to the exercise of an Option, to the extent permitted
                  by the Committee, a Participant may irrevocably elect to defer
                  receipt of such Shares until the last date of a later calendar
                  year, but in no event later than the Participant's Date of
                  Termination (as defined in subsection 2.6).

         2.5. Post-Exercise Limitations. The Committee, in its discretion, may
impose such restrictions on Shares acquired pursuant to the exercise of an
Option or Shares granted under this Section as it determines to be desirable,
including, without limitation, a requirement that the Participant and any
transferee thereof execute and become party to the Company's Stockholders
Agreement (as defined in Section 7.1 hereof) and restrictions relating to
disposition of the Shares and forfeiture restrictions based on service,
performance, share ownership by the Participant and such other factors as the
Committee determines to be appropriate.

         2.6. Expiration Date. The "Expiration Date" with respect to an Option
means the date established as the Expiration Date by the Committee at the time
of the grant; provided, however,

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that unless determined otherwise by the Committee, the Expiration Date with
respect to any Option shall not be later than the earliest to occur of:

         (a)      the ten-year anniversary of the date on which the Option is
                  granted; or

         (b)      the Participant's Date of Termination.

For purposes of the Plan, a Participant's "Date of Termination" shall be the
date on which he both ceases to be an employee of the Company and the Related
Companies and ceases to perform material services for the Company and the
Related Companies, regardless of the reason for the cessation; provided, that a
"Date of Termination" shall not be considered to have occurred during the period
in which the reason for the cessation of services is a leave of absence approved
by the Company or the Related Company which was the recipient of the
Participant's services.

         2.7. Stock Certificates. Shares to be granted under this Section shall
be evidenced by stock certificates, provided that the Committee may provide by
resolution that some or all of the Shares be uncertificated shares.

                                    SECTION 3

                          OPERATION AND ADMINISTRATION

         3.1. Effective Date. The Plan shall be effective as of the date it is
approved by the Board, subject to the approval of the Company's stockholders.
The Plan shall be unlimited in duration and, in the event of Plan termination,
shall remain in effect as long as any Awards awarded under it are outstanding
and not fully vested; provided, however, that no new Awards shall be made under
the Plan on or after the tenth anniversary of the date on which the Plan is
adopted by the Board.

         3.2. Shares Subject to Plan. The Shares with respect to which Awards
may be made under the Plan shall be shares currently authorized but unissued or
currently held or subsequently acquired by the Company as treasury shares,
including shares purchased in the open market or in private transactions.
Subject to the provisions of subsection 3.3, the number of Shares which may be
issued with respect to Awards under the Company's Management 1999 Option Program
and Awards under the Plan shall not exceed [279.49936] Shares in the aggregate.
Except as otherwise provided herein, any Shares subject to an Award which for
any reason expires or is terminated without issuance of Shares (including Shares
that are not issued because Shares are tendered pursuant to subsection 2.3(c) or
3.5) shall again be available under the Plan.

         3.3. Adjustments to Shares.

         (a)      If the Company shall effect any subdivision or consolidation
                  of Shares or other capital readjustment, payment of stock
                  dividend, stock split, combination of shares or
                  recapitalization or other increase or reduction of the number
                  of Shares outstanding without receiving compensation therefor
                  in money, services or property, then the Committee shall
                  equitably adjust (i) the number of Shares available under the
                  Plan; (ii) the number of shares available under any individual
                  or other limits; (iii) the number of Shares subject to
                  outstanding Awards; and (iv)

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                  the per-share price under any outstanding Award to the extent
                  that the Participant is required to pay a purchase price per
                  Share with respect to the Award.

         (b)      If the Company is reorganized, merged or consolidated or is
                  party to a plan of exchange with another corporation, pursuant
                  to which reorganization, merger, consolidation or plan of
                  exchange, the stockholders of the Company receive any shares
                  of stock or other securities or property, or the Company shall
                  distribute securities of another corporation to its
                  stockholders, there shall be substituted for the Shares
                  subject to outstanding Awards an appropriate number of shares
                  of each class of stock or amount of other securities or
                  property which were distributed to the stockholders of the
                  Company in respect of such Shares, subject to the following:

                  (i)      If the Committee determines that the substitution
                           described in accordance with the foregoing provisions
                           of this paragraph would not be fully consistent with
                           the purposes of the Plan or the purposes of the
                           outstanding Awards under the Plan, the Committee may
                           make such other adjustments to the Awards to the
                           extent that the Committee determines such adjustments
                           are consistent with the purposes of the Plan and of
                           the affected Awards.

                  (ii)     All or any of the Awards may be cancelled by the
                           Committee on or immediately prior to the effective
                           date of the applicable transaction, but only if the
                           Committee gives reasonable advance notice of the
                           cancellation to each affected Participant, and only
                           if either: (A) the Participant is permitted to
                           exercise all Awards that will be cancelled (without
                           regard to whether such Awards would otherwise be
                           exercisable) for a reasonable period prior to the
                           effective date of the cancellation; or (B) the
                           Participant receives payment or other benefits that
                           the Committee determines to be reasonable
                           compensation for the value of all cancelled Awards
                           (without regard to whether such Awards would
                           otherwise be vested).

                  (iii)    Upon the occurrence of a reorganization of the
                           Company or any other event described in this
                           paragraph (b), any successor to the Company shall be
                           substituted for the Company to the extent that the
                           Company and the successor agree to such substitution.

         (c)      Upon (or, in the discretion of the Committee, immediately
                  prior to) the sale to (or exchange with) a third party
                  unrelated to the Company of all or substantially all of the
                  assets of the Company, all Awards shall be cancelled. If
                  Awards are cancelled under this paragraph, then, with respect
                  to any affected Participant, either:

                  (i)      the Participant shall be provided with reasonable
                           advance notice of the cancellation, and the
                           Participant shall be permitted to exercise all Awards
                           that will be cancelled (without regard to whether
                           such Awards would otherwise be exercisable) for a
                           reasonable period prior to the effective date of the
                           cancellation; or

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                  (ii)     the Participant shall receive payment or other
                           benefits that the Committee determines to be
                           reasonable compensation for the value of all
                           cancelled Awards (without regard to whether such
                           cancelled Awards would otherwise be vested).

                  The foregoing provisions of this paragraph shall also apply to
                  the sale of all or substantially all of the assets of the
                  Company to a related party, if the Committee determines such
                  application is appropriate. Notwithstanding the foregoing
                  provisions of this paragraph (c), in lieu of cancellation of
                  outstanding Awards, the Committee and the purchaser of all or
                  substantially all of the Company's assets may provide that an
                  appropriate number of shares or securities of the purchaser or
                  its affiliates shall be substituted for Shares with respect to
                  outstanding Awards under the Plan, provided that such
                  substituted awards shall be comparable in value and contain
                  terms and conditions similar to the Awards.

         (d)      In determining what action, if any, is necessary or
                  appropriate under the foregoing provisions of this subsection,
                  the Committee shall act in a manner that it determines to be
                  consistent with the purposes of the Plan and of the affected
                  Awards and, where applicable or otherwise appropriate, in a
                  manner that it determines to be necessary to preserve the
                  benefits and potential benefits of the affected Awards for the
                  Participants and the Company.

         (e)      The existence of this Plan and the Awards granted hereunder
                  shall not affect in any way the right or power of the Company
                  or its stockholders to make or authorize any or all
                  adjustments, recapitalizations, reorganizations or other
                  changes in the Company's capital structure or its business,
                  any merger or consolidation of the Company, any issue of
                  bonds, debentures, preferred or prior preference stocks ahead
                  of or affecting the Company's Shares or the rights thereof,
                  the dissolution or liquidation of the Company, any sale or
                  transfer of all or any part of its assets or business, or any
                  other corporate act or proceeding, whether of a similar
                  character or otherwise.

         (f)      Except as expressly provided by the terms of this Plan, the
                  issue by the Company of shares of stock of any class, or
                  securities convertible into shares of stock of any class, for
                  cash or property or for labor or services, either upon direct
                  sale, upon the exercise of rights or warrants to subscribe
                  therefor or upon conversion of shares or obligations of the
                  Company convertible into such shares or other securities,
                  shall not affect, and no adjustment by reason thereof, shall
                  be made with respect to Awards then outstanding hereunder.

         (g)      Awards under the Plan are subject to adjustment under this
                  subsection only during the period in which they are considered
                  to be outstanding under the Plan. For purposes of this
                  subsection, an Award is considered "outstanding" on any date
                  if the Participant's ability to obtain all benefits with
                  respect to the Award is subject to limits imposed by the Plan
                  (including any limits imposed by the Agreement reflecting the
                  Award). The determination of whether an Award is outstanding
                  shall be made by the Committee.

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         3.4. Limit on Distribution. Distribution of Shares or other amounts
under the Plan shall be subject to the following:

         (a)      Notwithstanding any other provision of the Plan, the Company
                  shall have no liability to deliver any Shares under the Plan
                  or make any other distribution of benefits under the Plan
                  unless such delivery or distribution would comply with all
                  applicable laws.

         (b)      To the extent that the Plan provides for issuance of
                  certificates to reflect the transfer of Shares, the transfer
                  of such Shares may be effected on a non-certificated basis.

         3.5. Withholding. All Awards and other payments under the Plan are
subject to withholding of all applicable taxes, which withholding obligations
may be satisfied, with the consent of the Committee, through the surrender of
Shares which the Participant already owns or to which a Participant is otherwise
entitled under the Plan; provided, however, except to the extent permitted by
the Committee, previously-owned Shares that have been held by the Participant
less than six months or Shares to which the Participant is entitled under the
Plan may only be used to satisfy the minimum tax withholding required by
applicable law.

         3.6. Transferability. Awards under the Plan are not transferable except
as designated by the Participant by will or by the laws of descent and
distribution. To the extent that the Participant who receives an Award under the
Plan has the right to exercise such Award, the Award may be exercised during the
lifetime of the Participant only by the Participant. Notwithstanding the
foregoing provisions of this subsection, Awards under the Plan may be
transferred to or for the benefit of the Participant's family, subject to such
procedures as the Committee may establish. In no event shall an Incentive Stock
Option be transferable to the extent that such transferability would violate the
requirements applicable to such option under Code section 422.

         3.7. Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.

         3.8. Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         3.9. Agreement With Company. At the time of an Award to a Participant
under the Plan, the Committee may require a Participant to enter into an
agreement with the Company (the "Agreement") in a form specified by the
Committee, agreeing to the terms and conditions of the

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Plan and to such additional terms and conditions, not inconsistent with the
Plan, as the Committee may, in its sole discretion, prescribe.

         3.10. Limitation of Implied Rights.

         (a)      Neither a Participant nor any other person shall, by reason of
                  the Plan, acquire any right in or title to any assets, funds
                  or property of the Company or any Related Company whatsoever,
                  including, without limitation, any specific funds, assets, or
                  other property which the Company or any Related Company, in
                  its sole discretion, may set aside in anticipation of a
                  liability under the Plan. A Participant shall have only a
                  contractual right to the amounts, if any, payable under the
                  Plan, unsecured by any assets of the Company and any Related
                  Company. Nothing contained in the Plan shall constitute a
                  guarantee by the Company or any Related Company that the
                  assets of such companies shall be sufficient to pay any
                  benefits to any person.

         (b)      The Plan does not constitute a contract of employment, and
                  selection as a Participant will not give any employee the
                  right to be retained in the employ of the Company or any
                  Related Company, nor any right or claim to any benefit under
                  the Plan, unless such right or claim has specifically accrued
                  under the terms of the Plan. Except as otherwise provided in
                  the Plan, no Award under the Plan shall confer upon the holder
                  thereof any right as a stockholder of the Company prior to the
                  date on which he fulfills all service requirements and other
                  conditions for receipt of such rights and Shares are
                  registered in his name.

         3.11. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

         3.12. Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors or trustees, as applicable, or by action of
one or more members of the board (including a committee of the board) who are
duly authorized to act for the board or (except to the extent prohibited by
applicable law or the rules of any stock exchange) by a duly authorized officer
of the Company.

         3.13. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.

                                    SECTION 4

                                    COMMITTEE

         4.1. Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in the Compensation Committee of
the Board (the "Committee") in accordance with this Section 4.

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<PAGE>

         4.2. Selection of Committee. The Committee shall be selected by the
Board and shall consist of not fewer than two members of the Board, none of whom
shall be eligible to receive Awards under the Plan.

         4.3. Powers of Committee. The authority to manage and control the
operation and administration of the Plan shall be vested in the Committee,
subject to the following:

         (a)      Subject to the provisions of the Plan, the Committee will have
                  the authority and discretion to select individuals to receive
                  Awards, to determine the time or times of receipt, to
                  determine the types of Awards and the number of Shares covered
                  by the Awards, to establish the terms, conditions, performance
                  criteria, restrictions, and other provisions of such Awards,
                  and to cancel or suspend Awards. In making such Award
                  determinations, the Committee may take into account the nature
                  of services rendered by the respective employee, the
                  individual's present and potential contribution to the
                  Company's success and such other factors as the Committee
                  deems relevant.

         (b)      The Committee will have the authority and discretion to
                  interpret the Plan, to establish, amend and rescind any rules
                  and regulations relating to the Plan, to determine the terms
                  and provisions of any agreements made pursuant to the Plan and
                  to make all other determinations that may be necessary or
                  advisable for the administration of the Plan.

         (c)      Any interpretation of the Plan by the Committee and any
                  decision made by it under the Plan is final and binding on all
                  persons.

         (d)      Except as otherwise expressly provided in the Plan, where the
                  Committee is authorized to make a determination with respect
                  to any Award, such determination shall be made at the time the
                  Award is made, except that the Committee may reserve the
                  authority to have such determination made by the Committee in
                  the future (but only if such reservation is made at the time
                  the Award is granted and is expressly stated in the Agreement
                  reflecting the Award).

         4.4. Delegation by Committee. The Committee may allocate all or any
portion of its responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers to any person or
persons selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.

         4.5. Information to be Furnished to Committee. The Company and Related
Companies shall furnish the Committee such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment (or other provision of
services), termination of employment (or cessation of the provision of
services), leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms
of the Plan.

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         4.6. Liability and Indemnification of Committee. No member or
authorized delegate of the Committee shall be liable to any person for any
action taken or omitted in connection with the administration of the Plan unless
attributable to his own fraud or willful misconduct; nor shall the Company or
any Related Company be liable to any person for any such action unless
attributable to fraud or willful misconduct on the part of a Director or
employee of the Company or Related Company. The Committee, the individual
members thereof, and persons acting as the authorized delegates of the Committee
under the Plan, shall be indemnified by the Company against any and all
liabilities, losses, costs and expenses (including legal fees and expenses) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against the Committee or its members or authorized delegates by reason of the
performance of a Committee function if the Committee or its members or
authorized delegates did not act dishonestly or in willful violation of the law
or regulation under which such liability, loss, cost or expense arises. This
indemnification shall not duplicate but may supplement any coverage available
under any applicable insurance.

                                    SECTION 5

                            AMENDMENT AND TERMINATION

         Subject to obtaining such approvals as may be required under the Code
or Delaware corporate law, the Board may, at any time, amend or terminate the
Plan; provided, that subject to subsection 3.3 (relating to certain adjustments
to shares), no amendment or termination may materially adversely affect the
rights of any Participant or beneficiary under any Award made under the Plan
prior to the date such amendment is adopted by the Board.

                                    SECTION 6

                                  DEFINED TERMS

         6.1. In addition to the other definitions contained herein, the
following definitions shall apply:

         (a)      "Cause" means any of the following:

                  (i)      Participant's conviction of, or plea of guilty or
                           nolo contendere to, a serious felony or a crime
                           involving embezzlement, conversion of property or
                           moral turpitude;

                  (ii)     a finding by a majority of the Board of Directors of
                           Participant's fraud, embezzlement or conversion of
                           property;

                  (iii)    Participant's conviction of, or plea of guilty or
                           nolo contendere to, a crime involving the
                           acquisition, use or expenditure of federal, state or
                           local government funds;

                  (iv)     an administrative or judicial determination that
                           Participant committed fraud or any other violation of
                           law involving federal, state or local government
                           funds;

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<PAGE>

                  (v)      a finding by a majority of the Board of Participant's
                           knowing breach of any of his fiduciary duties to the
                           Company or any Related Company or the Company's
                           stockholders or making of a misrepresentation or
                           omission which breach, misrepresentation or omission
                           would reasonably be expected to materially adversely
                           affect the business, properties, assets, condition
                           (financial or other) or prospects of the Company or
                           any Related Company; provided, that the Participant
                           has been given notice and 30 days from such notice
                           fails to cure the breach, misrepresentation or
                           omission;

                  (vi)     Participant's willful and continual neglect or
                           failure to discharge his material duties,
                           responsibilities or obligations prescribed by this
                           Agreement or any other agreement between the
                           Participant and the Company or any Related Company;
                           provided, that the Participant has been given notice
                           and 30 days from such notice fails to cure the
                           neglect or failure;

                  (vii)    Participant's alcohol or substance abuse, which
                           materially interferes with Participant's ability to
                           discharge his duties, responsibilities and
                           obligations of employment (as prescribed by
                           Participant's employment agreement with the Company
                           or otherwise); provided, that Participant has been
                           given notice and 30 days from such notice fails to
                           cure such abuse;

                  (viii)   Any material violation, with the actual knowledge of
                           Participant, of any obligations imposed upon
                           Participant, personally, as opposed to upon the
                           Company, whether as a stockholder or otherwise, under
                           any material agreement or instrument relating to the
                           Company or any Related Company, or the Certificate of
                           Incorporation or By-Laws of the Company; provided,
                           that the Participant has been given notice and 30
                           days from such notice fails to cure the violation; or

                  (ix)     Participant's personal (as opposed to the Company's)
                           material and knowing failure, to observe or comply
                           with Regulations whether as an officer, stockholder
                           or otherwise, in any material respect or in any
                           manner which would reasonably be expected to have a
                           material adverse effect in respect of the Company's
                           or any Related Company's ongoing business,
                           operations, conditions, other business relationships
                           or properties; provided, that the Participant has
                           been given notice and 30 days from such notice fails
                           to cure the failure. For purposes of this paragraph,
                           "Regulations" means any laws, statutes, regulations,
                           rulings, rules, orders or permits of, administered or
                           enforced by or on behalf of any Authority, and the
                           Certificate of Incorporation and By-laws of the
                           Company, as applicable and "Authority" means any
                           governmental, regulatory or administrative body,
                           agency or authority, any court or judicial authority,
                           any public, private or industry regulatory authority,
                           whether national, Federal, state or local or
                           otherwise, or any Person lawfully empowered by any of
                           the foregoing to enforce or seek compliance with any
                           applicable law, statute, regulation, order or decree.

                                       11

<PAGE>

         6.2. "Disability" means due to physical or mental disability the
Executive is unable to perform, and does not perform, as certified by a mutually
agreeable competent medical physician, his material duties hereunder for 180
days in any continuous 210 day period. The final determination of Disability
shall be made in the reasonable judgment of the Board of Directors. In the event
of any inconsistency between the definition of disability herein and the
definition of such term in any employment agreement between the Participant and
the Company then in effect, the definition of such term in such employment
agreement shall control for purposes of the Plan.

         6.3. "Material Breach" means:

         (a)      Participant's breach of any of such Participant's fiduciary
                  duties to the Company, its subsidiaries or its stockholders or
                  making of a willful misrepresentation or omission which
                  breach, misrepresentation or omission would reasonably be
                  expected to materially adversely affect the business,
                  properties, assets, condition (financial or other) or
                  prospects of the Company or its subsidiaries;

         (b)      Participant's willful, continual and material neglect or
                  failure to discharge such Participant's duties,
                  responsibilities or obligations prescribed by the Award or of
                  any other agreement between the Company or its subsidiaries or
                  by the Company (other than arising solely due to physical or
                  mental disability);

         (c)      Participant's habitual drunkenness or substance abuse which
                  materially interferes with such Participant's ability to
                  discharge such Participant's duties, responsibilities or
                  obligations prescribed by the Company or its subsidiaries;

         (d)      Participant's violation of any non-competition,
                  non-disparagement or confidentiality agreement with the
                  Company or its subsidiaries, or any other agreements with the
                  Company or its subsidiaries; and

         (e)      Participant's gross neglect of such Participant's duties and
                  responsibilities, as determined by the Company's Board of
                  Directors;

         in each case, for purposes of clauses (a) through (d), after the
Company or the Board of Directors has provided such Participant with 60 days'
written notice of such circumstances and the possibility of a Material Breach in
reasonable detail, and such Participant fails to cure such circumstances and
Material Breach within those 60 days. No act or omission shall be deemed gross
neglect if done, or omitted to be done, in good faith by such Participant based
upon a resolution duly adopted by the Company's Board of Directors.

         6.4. "Retirement" shall mean any voluntary termination of employment by
a Participant for any reason other than Death, Disability, Cause, Material
Breach or Unsatisfactory Performance after such Participant reaches age 65.

         6.5. "Unsatisfactory Performance" means a Participant's failure to
perform Participant's duties to the standards set by the Board of Directors
(such determination to be made in good faith by the Board of Directors);
provided, that Participant has been given notice and 30 days from such notice
fails to cure such unsatisfactory performance.

                                       12

<PAGE>

                                    SECTION 7

                             STOCKHOLDERS AGREEMENT

         7.1. Upon Participant's exercise of an Option in accordance with the
terms of this Plan, Participant agrees that he will execute and become a party
to the Company's Amended and Restated Stockholders Agreement, dated April 1,
2002, as amended, restated, supplemented or modified (the "Stockholders
Agreement") which will bind Participant beyond the period of time that he owns
any Shares or Options.

                                       13