<PAGE>


                             2001 STOCK OPTION PLAN

                                       OF

                            9278 COMMUNICATIONS, INC.

         9278 Communications, Inc., a corporation organized under the laws of
the State of Delaware, hereby adopts this 2001 Stock Option Plan. The purpose of
this Plan is to further the growth, development and financial success of the
Company by providing additional incentives to certain of its key Employees by
assisting them to become owners of the Company's common stock ("Common Stock"),
par value $.001 per share, and thus to benefit directly from its growth,
development and financial success.

                                    ARTICLE I

                                   DEFINITIONS

         Whenever the following terms are used in this Plan, they shall have the
respective meanings specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter, and the
singular shall include the plural, where the context so indicates.

SECTION 1.1 - BOARD

         "Board" shall mean the Board of Directors of the Company.

SECTION 1.2 - CODE

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

SECTION 1.3 - COMMITTEE

         "Committee" shall mean the Stock Option Committee of the Board, if any,
appointed as provided in Section 6.1 hereof.

SECTION 1.4 - COMPANY

         "Company" shall mean 9278 Communications, Inc., a Delaware corporation.
In addition, "Company" shall mean any corporation assuming, or issuing new
employee stock options in substitution for, Options outstanding under this Plan,
in a transaction to which Section 424(a) of the Code applies.


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SECTION 1.5 - DIRECTOR

         "Director" shall mean a member of the Board.

SECTION 1.6 - EMPLOYEE

         "Employee" shall mean any employee (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan. To the
extent not included in the foregoing, "Employee" shall also mean any officer,
director, employee or consultant of, or other advisor to, the Company or any
entity that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company, as the
Committee shall from time to time select in its sole and absolute discretion.

SECTION 1.7 - EXCHANGE ACT

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

SECTION 1.8 - FAIR MARKET VALUE

         "Fair Market Value" of a share of the Company's Common Stock as of a
given date shall be: (i) the closing price of a share of Common Stock on the
principal exchange, if any, on which shares of Common Stock are then trading on
the day previous to such date or, if shares were not traded on the day previous
to such date, then on the next preceding trading day during which a sale
occurred; or (ii) if such Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor quotation system, (1) the last sales price (if
the Common Stock is then listed as a National Market Issue under the NASD
National Market System) or (2) the mean between the closing representative bid
and asked prices (in all other cases) for the Common Stock, in each case, as of
the day previous to such date as reported by NASDAQ or such successor quotation
system; or (iii) if the Common Stock is not publicly traded on an exchange and
not quoted on NASDAQ or a successor quotation system, the mean between the
closing bid and asked prices for the Common Stock on the day previous to such
date, as determined in good faith by the Committee; or (iv) if the Common Stock
is not publicly traded, the fair market value established by the Committee
acting in good faith.

SECTION 1.9 - INCENTIVE STOCK OPTION

         "Incentive Stock Option" shall mean an Option that qualifies under
Section 422 of the Code and that is designated as an Incentive Stock Option by
the Committee.

SECTION 1.10 - NON-QUALIFIED OPTION

         "Non-Qualified Option" shall mean any Option that is not an Incentive
Stock Option and that is designated as a Non-Qualified Option by the Committee.

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<PAGE>


SECTION 1.11 - OFFICER

         "Officer" shall mean an officer of the Company, as defined in Rule
16a-1(f) under the Exchange Act, as such Rule may be amended in the future.

SECTION 1.12 - OPTION

         "Option" shall mean an option to purchase shares of Common Stock,
granted under this Plan. "Options" includes both Incentive Stock Options and
Non-Qualified Options.

SECTION 1.13 - OPTIONEE

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

SECTION 1.14 - PARENT CORPORATION

         "Parent Corporation" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

SECTION 1.15 - PLAN

         "Plan" shall mean this 2001 Stock Option Plan of 9278 Communications,
Inc.

SECTION 1.16 - RULE 16B-3

         "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act,
as such Rule may be amended in the future.

SECTION 1.17 - SECRETARY

         "Secretary" shall mean the Secretary of the Company.

SECTION 1.18 - SECURITIES ACT

         "Securities Act" shall mean the Securities Act of 1933, as amended.

SECTION 1.19 - SUBSIDIARY

         "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                                       3
<PAGE>


SECTION 1.20 - TERMINATION OF EMPLOYMENT

         "Termination of Employment" shall mean the time when an Optionee ceases
to be an Employee for any reason, with or without cause, including, but not by
way of limitation, by resignation, discharge, death or retirement, but excluding
any termination where there is a simultaneous reemployment by the Company, a
Parent Corporation, a Subsidiary or any entity that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, the Company. The Committee, in its sole and absolute
discretion, and with respect to all Options hereunder, shall determine all
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a Termination of Employment is for
"cause" and what actions constitute "cause," and all questions of whether any
particular leave of absence constitutes a Termination of Employment; provided,
however, that, with respect to Incentive Stock Options, a leave of absence shall
constitute a Termination of Employment if, and to the extent that, such leave of
absence interrupts employment for the purposes of Section 422(a)(2) of the Code
and the then applicable regulations and revenue rulings under said Section.

                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

SECTION 2.1 - SHARES SUBJECT TO PLAN

         The shares of stock subject to Options shall be shares of Common Stock.
The aggregate number of such shares that may be issued upon exercise of Options
shall be 5,000,000 shares. The shares to be issued upon exercise of Options may
be newly-issued shares or treasury shares.

SECTION 2.2 - UNEXERCISED OPTIONS

         If any Option expires or is canceled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
optioned hereunder.

SECTION 2.3 - CHANGES IN COMPANY'S SHARES

         In the event the outstanding shares of Common Stock are hereafter
changed into or exchanged for a different number or kind of shares or other
securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, reclassification, or combination of
shares, appropriate adjustments shall be made by the Committee in the number and
kind of shares for the purchase of which Options may be granted, including
adjustments of the limitations in Section 2.1 hereof on the maximum number and
kind of shares that may be issued on exercise of Options.

                                       4
<PAGE>



                                   ARTICLE III

                               GRANTING OF OPTIONS

SECTION 3.1 - ELIGIBILITY

         Any key Employee shall be eligible to be granted Options, subject to
such rules and conditions as the Committee may establish from time to time in
its sole and absolute discretion.

SECTION 3.2 - QUALIFICATION OF INCENTIVE STOCK OPTIONS

         Subject to the provisions of Section 7.7 hereof, no Incentive Stock
Option shall be granted unless such Option, when granted, qualifies as an
"incentive stock option" under Section 422 of the Code.

SECTION 3.3 - GRANTING OF OPTIONS

         (a) Subject to the provisions hereof, the Committee shall from time to
time, in its sole and absolute discretion:

                  (i) determine which Employees are key Employees and select
from among the key Employees (including those to whom Options have been
previously granted under this Plan or any other plan of the Company) such of
them as in its opinion should be granted Options; and

                  (ii) determine the number of shares to be subject to such
Options granted to such selected key Employees, and determine whether such
Options are to be Incentive Stock Options or Non-Qualified Options; and

                  (iii) determine the terms and conditions of such Options,
consistent with this Plan.

         (b) In selecting the key Employees to whom Options shall be granted
hereunder, the number of shares to be subject to such Options and the terms and
conditions of such Options, the Committee shall have sole and absolute
discretion and shall be free to make non-uniform and selective determinations
based upon such factors as it deems relevant.

         (c) Upon the selection of a key Employee to be granted an Option, the
Committee shall instruct the Secretary to issue such Option and may impose such
conditions on the grant of such Option as it deems appropriate. Without limiting
the generality of the preceding sentence, the Committee may, in its sole and
absolute discretion and on such terms as it deems appropriate, require as a
condition on the grant of an Option to an Employee that such Employee surrender
for cancellation some or all of the unexercised Options that have been
previously granted to him. An Option the grant of which is conditioned upon such
surrender may have an option price lower (or higher) than the option price of
the surrendered Option, may cover the same (or a lessor or





                                       5


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greater) number of shares as the surrendered Option, may contain such other
terms as the Committee deems appropriate and shall be exercisable in
accordance with its terms, without regard to the number of shares, price, option
period or any other term or condition of the surrendered Option.

                                   ARTICLE IV

                                TERMS OF OPTIONS

SECTION 4.1 - OPTION AGREEMENT

         Each Option shall be evidenced by a written Stock Option Agreement,
which shall be executed by the Optionee and an authorized Officer of the Company
and which shall contain such terms and conditions as the Committee shall
determine, consistent with this Plan. Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to qualify such Options as "incentive stock options" under Section 422
of the Code.

SECTION 4.2 - OPTION PRICE

         The price of the shares subject to each Option shall be not less than
100% of the Fair Market Value of such shares on the date such Option is granted;
provided, however, that, in the case of an Incentive Stock Option, the price per
share shall not be less than 110% of the Fair Market Value of such shares on the
date such Option is granted if such Option is granted to an individual then
owning (within the meaning of Section 424(d) of the Code) more than 10% of the
total combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation.

SECTION 4.3 - COMMENCEMENT OF EXERCISABILITY

         (a) No Option may be exercised in whole or in part during the six
months after such Option is granted, except as otherwise set forth herein.

          (b) Each Option granted hereunder shall be subject to such vesting
schedule (which may be cumulative or non-cumulative), conditions, restrictions
and other provisions as the Committee shall, in its sole and absolute
discretion, deem necessary or appropriate, which determinations may be
non-uniform and selective and based upon such factors as it deems relevant in
its sole and absolute discretion.

         (c) Subject to the provisions hereof governing Incentive Stock Options,
the Committee shall have the right to accelerate the vesting of any outstanding
Option, or any portion thereof, at any time and from time to time, and upon such
terms and conditions as it shall determine in its sole and absolute discretion.

         (d) Notwithstanding any other provision of this Plan, to the extent
that the aggregate fair market value (determined at the time the Incentive Stock
Option is granted) of the shares of

                                       6

<PAGE>

the Company's stock with respect to which "incentive stock options" (within
the meaning of Section 422 of the Code) are exercisable by any Optionee
for the first time by such Optionee during any calendar year (under this Plan
and all other incentive stock option plans of the Company, any Subsidiary and
any Parent Corporation) exceeds $100,000, such Options shall be treated as
Non-Qualified Options. For purposes of this Section, Options shall be taken into
account in the order in which they were granted.

         (e) Notwithstanding the provisions of paragraph (a) above, the
Committee shall have the right to issue Options hereunder that are immediately
exercisable on the date of grant; provided, however, that in such event, the
shares of Common Stock to be issued thereunder shall be subject to such
restrictions on transfer and forfeiture as the Committee shall, in its sole and
absolute discretion, deem appropriate, which determinations may be non-uniform
and selective and based upon such factors as it deems appropriate in its sole
and absolute discretion.

SECTION 4.4 - EXPIRATION OF OPTIONS

          No Option may be exercised to any extent by anyone after the first to
occur of the following events:

         (i)  the expiration of ten years from the date such Option was granted;

         (ii) with respect to an Incentive Stock Option, in the case of an
Optionee owning (within the meaning of Section 424(d) of the Code), at the time
such Option was granted, more than 10% of the total combined voting power of all
classes of stock of the Company, any Subsidiary or any Parent Corporation, the
expiration of five years from the date such Option was granted;

         (iii) the date of the Optionee's Termination of Employment for any
reason, other than such Optionee's death or disability (within the meaning of
Section 22(e)(3) of the Code), unless the Committee otherwise elects to permit
the exercise of such Option for a period of time thereafter; provided, however,
that (a) such period of time shall end no later than ten years from the date
such Option was granted, (b) with respect to any Incentive Stock Option, such
period of time shall not exceed three months from such Termination of Employment
and (c) the Committee may make such elections in such manner as it deems
appropriate, which may be non-uniform and selective, and based upon such factors
as it, in its sole and absolute discretion, deems relevant; provided, however,
that the foregoing restrictions with respect to an Optionee's Termination of
Employment (as well as the restrictions set forth in clauses (iv) and (vi) below
with respect to an Optionee's Termination of Employment) shall not apply to any
Optionee who is merely a consultant or other advisor to the Company or any
entity that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company, as the
Committee shall from time to time select in its sole and absolute discretion,
rather than a director, officer or other employee of the Company or any entity
that, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the Company, as the Committee
shall from time to time select in its sole and absolute discretion;

                                       7
<PAGE>


         (iv) with respect to an Option held by an Optionee who is disabled
(within the meaning of Section 22(e)(3) of the Code), the expiration of one year
from the date of such Optionee's Termination of Employment for any reason other
than such Optionee's death unless the Optionee dies within said one-year period;

         (v) the expiration of one year from the date of the Optionee's death
with respect to all Options held by such Optionee; and

         (vi) with respect to all Options, and notwithstanding any other
provision contained herein, the date of the Optionee's Termination of Employment
in the event such Termination is for "cause" (as contemplated by Section 1.19
above).

SECTION 4.5 - CONSIDERATION

         In consideration of the granting of an Option, the Committee may
require that the Optionee agree to remain in the employ of the Company, a Parent
Corporation or a Subsidiary for a period of one or more years after such Option
is granted. Nothing in this Plan or in any Stock Option Agreement hereunder
shall confer upon any Optionee any right to continue in the employ of the
Company, any Parent Corporation or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company, any Parent Corporation or any
Subsidiary, all of which rights are hereby expressly reserved, to discharged any
Optionee at any time for any reason whatsoever, with or without cause.

SECTION 4.6 - ADJUSTMENTS IN OUTSTANDING OPTIONS

         In the event the outstanding shares of the stock subject to Options are
changed into or exchanged for a different number and/or kind of shares of the
Company or other securities of the Company by reason of merger, consolidation,
reclassification, or combination of shares, the Committee shall make an
appropriate and equitable adjustment in the number and/or kind of shares as to
which all outstanding Options, or portions thereof then unexercised, shall be
exercisable, to the end that after such event the Optionees' proportionate
interests shall be maintained as before the occurrence of such event. Such
adjustment in an outstanding Option shall be made without change in the total
price applicable to such Option or the unexercised portion of such Option
(except for any change in the aggregate price resulting from rounding-off of
share quantities or prices) and with any necessary corresponding adjustment in
Option price per share; provided, however, that, in the case of Incentive Stock
Options, each such adjustment shall be made in such manner as not to constitute
a "modification" within the meaning of Section 424(h)(3) of the Code. Any such
adjustment made by the Committee shall be final and binding upon all Optionees,
the Company and all other interested persons.

SECTION 4.7 - MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR DISSOLUTION

         By its acceptance of each Option, each Optionee agrees that the Board
shall have the power and right to declare and determine, by a duly adopted
resolution of the Board, that each Option may not be exercised after (i) the
merger or consolidation of the Company with or into another corporation (if the
Company is not the surviving corporation of such merger or



                                       8


<PAGE>


consolidation), (ii) the acquisition by another corporation or person
of all or substantially all of the Company's assets or 80% or more of the
Company's then outstanding voting stock or (iii) the liquidation or dissolution
of the Company; provided, that such resolution shall be adopted prior to the
occurrence of such merger, consolidation, acquisition, liquidation or
dissolution.

                                    ARTICLE V

                               EXERCISE OF OPTIONS

SECTION 5.1 - PERSON ELIGIBLE TO EXERCISE

         During the lifetime of the Optionee, only he may exercise any Option
(or any portion thereof) granted to him. After the death of the Optionee, any
exercisable portion of any Option granted to such Optionee may, prior to the
time when such portion becomes unexercisable under this Plan or the applicable
Stock Option Agreement, be exercised by his personal representative or by any
person empowered to do so under such Optionee's will or under the then
applicable laws of descent and distribution. Notwithstanding the foregoing, the
Committee may, in its sole and absolute discretion, permit the transfer of any
Non-Qualified Option, in whole or in part, and the exercise thereof by any
transferee thereof.

SECTION 5.2 - PARTIAL EXERCISE

         At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
this Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Committee may
require any partial exercise to be with respect to a specified minimum number of
shares.

SECTION 5.3 - MANNER OF EXERCISE

         An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under this Plan or the applicable Stock Option Agreement:

         (a) notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion, stating that such Option or portion
is exercised, such notice complying with all applicable rules established by the
Committee and/or contained in the applicable Stock Option Agreement; and

         (b) (i) full payment (in cash or by check) for the shares with respect
to which such Option or portion is thereby exercised; or

             (ii) with the consent of the Committee, (A) shares of Common
Stock owned by the Optionee duly endorsed for transfer to the Company or (B)
subject to the requirements of Section 5.4 hereof, shares of Common Stock
issuable to the Optionee upon exercise of the

                                       9

<PAGE>

Option, in each case, with a fair market value (as determined under
Section 4.2(b) hereof) on the date of Option exercise equal to the aggregate
Option price of the shares with respect to which such Option or portion is
thereby exercised; or

                  (iii) with the consent of the Committee, a promissory note
duly executed and delivered by the Optionee in the principal amount of the
exercise price thereof, or any portion thereof, in each case upon such terms and
conditions (including without limitation, terms regarding rates of interest,
payment schedule, collateral or other security) as the Committee may establish
in its sole and absolute discretion; or

                  (iv) with the consent of the Committee, any combination of the
consideration provided in the foregoing clauses (i), (ii) and (iii);

         (c) payment to the Company (or other employer corporation) of all
amounts that it is required to withhold under federal, state or local law in
connection with the exercise of the Option; provided, that, with the consent of
the Committee, any combination of the consideration provided in the foregoing
clauses (i), (ii) and (iii) of the preceding paragraph (b) may be used to make
all or part of such payment;

         (d) such representations and documents as the Committee, in its sole
and absolute discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Committee may, in its sole and absolute
discretion, also take whatever additional actions it deems appropriate to effect
such compliance, including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and registrars;
and

         (e) in the event that any Option or portion thereof shall be exercised
pursuant to Section 5.1 hereof by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise such Option
or portion thereof.

SECTION 5.4 - CERTAIN REQUIREMENTS

         The Committee may, in its sole and absolute discretion, limit or
restrict the use of shares of Common Stock issuable to the Optionee upon
exercise of his Option to satisfy the Option price or the tax withholding
consequences of such exercise (i) to such periods following the date of release
of the quarterly or annual summary statement of sales and earnings of the
Company and/or to such other periods as the Committee shall, in its sole and
absolute discretion, deem appropriate, (ii) to its receipt of an irrevocable
written election by the Optionee to use shares of Common Stock issuable to the
Optionee upon exercise of the Option to pay all or part of the Option price or
the withholding taxes (subject to the approval of the Committee) made at least
six months (or such other period as the Committee, in its sole and absolute
discretion, may determine) prior to the payment of such Option price or
withholding taxes or (iii) in accordance with such other rules and regulations
as the Committee may, in its sole and absolute discretion, determine to be
necessary or appropriate from time to time.

                                       10
<PAGE>


SECTION 5.5 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

         The shares of stock issuable and deliverable upon the exercise of an
Option, or any portion thereof, may be either previously authorized but unissued
shares or issued shares that have then been reacquired by the Company. The
Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to the fulfillment of all of the following conditions:

         (a) the admission of such shares to listing on all stock exchanges on
which such class of stock is then listed; and

         (b) the completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
that the Committee shall, in its sole and absolute discretion, deem necessary or
advisable; and

         (c) the obtaining of any approval or other clearance from any state or
federal governmental agency that the Committee shall, in its sole and absolute
discretion, determine to be necessary or advisable; and

         (d) the payment to the Company (or other employer corporation) of all
amounts that it is required to withhold under federal, state or local law in
connection with the exercise of the Option; and

         (e) the lapse of such reasonable period of time following the exercise
of the Option as the Committee, in its sole and absolute discretion, may
establish from time to time for reasons of administrative convenience.

SECTION 5.6 - RIGHTS AS SHAREHOLDERS

         The holders of Options shall not be, nor have any of the rights or
privileges of, stockholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.

SECTION 5.7 - TRANSFER RESTRICTIONS

         If required at any time by the Committee, no shares acquired upon
exercise of any Option by any Officer may be sold, assigned, pledged, encumbered
or otherwise transferred until at least six months have elapsed from (but
excluding) the date that such Option was granted. The Committee, in its sole and
absolute discretion, may impose such other restrictions on the transferability
of the shares purchasable upon the exercise of an Option as it deems
appropriate. Any such other restriction shall be set forth in the respective
Stock Option Agreement and may be referred to on the certificate or certificates
evidencing such shares. The Committee may require the Employee to give the
Company prompt notice of any disposition of shares of stock that are or have
been acquired by exercise of an Incentive Stock Option within two years from


                                       11
<PAGE>

the date of granting such Option or one year after the transfer of such
shares to such Employee. The Committee may direct that the certificates
evidencing shares acquired by exercise of an Incentive Stock Option refer to
such requirement to give prompt notice of disposition.

                                   ARTICLE VI

                                 ADMINISTRATION

SECTION 6.1 - STOCK OPTION COMMITTEE

         The Committee shall consist of two or more Directors, appointed by and
holding office at the pleasure of the Board. The Board may limit the members of
the Committee to directors who are both "non-employee directors," as defined in
Rule 16b-3, and "outside directors," as defined in Section 162(m) of the Code.
Subject to the limitations set forth in the preceding sentence, the powers of
the Committee may, if so determined by resolution of the Board, be exercised by
the Compensation Committee of the Board. Appointment of Committee members shall
be effective upon acceptance of appointment. Committee members may be removed by
the Board at any time and may resign at any time. Vacancies in the Committee
shall be filled by the Board. The Board reserves the right to serve as the
Committee if it so elects, and, in such event, the term "Committee" shall mean
the Board.

SECTION 6.2 - DUTIES AND POWERS OF COMMITTEE

         It shall be the duty of the Committee to conduct the general
administration of this Plan in accordance with its provisions. The Committee
shall have the power to interpret this Plan and the Options and to adopt such
rules for the administration, interpretation and application of this Plan as are
consistent therewith and to interpret, amend or revoke any such rules. Any such
interpretations and rules in regard to Incentive Stock Options shall be
consistent with the basic purpose of this Plan to grant "incentive stock
options" within the meaning of Section 422 of the Code.

SECTION 6.3 - MAJORITY RULE

         The Committee shall act by a majority of its members in office. The
Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.

SECTION 6.4 - COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS

         Members of the Committee shall receive such compensation for their
services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of this Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and




                                       12



<PAGE>



binding upon all Optionees, the Company and all other interested persons.
No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to this Plan or
the Options or for any failure to act, and all members of the Committee shall be
fully protected by the Company in respect to any such action, determination or
interpretation or any failure to make any determination or to otherwise act. The
Committee shall have the unrestricted right to make non-uniform decisions and
determinations in all matters regarding this Plan and all Options issued
hereunder.

                                   ARTICLE VII

                                OTHER PROVISIONS

SECTION 7.1 - OPTIONS NOT TRANSFERABLE

         No Option or interest or right therein or part thereof shall be liable
for, or available for the satisfaction of, the debts, contracts or engagements
of the Optionee or his successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means, whether such disposition be voluntary or involuntary or by
operation of law or by judgment, levy, attachment, garnishment or any other
legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect; provided, however,
that nothing in this Section 7.1 shall prevent transfers by will or by the
applicable laws of descent and distribution. Notwithstanding the foregoing, the
Committee may, in its sole and absolute discretion, permit the holder of any
Non-Qualified Option to transfer such Option, or any portion thereof, to such
holder's spouse, lineal descendent(s) or trust established for the benefit
thereof or any other person or entity.

SECTION 7.2 - AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN

         The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Committee,
including, without limitation, any amendment to increase or decrease the number
of shares as to which Options may be granted, except as otherwise set forth
herein hereunder, subject to any requirements of stockholder approval set forth
in Section 16b-3 or the applicable provisions of the Code. Neither the
amendment, suspension nor termination of this Plan shall, without the consent of
the holder of any Option, impair any rights or obligations under such Option (or
the Stock Option Agreement applicable thereto) theretofore granted, except as
otherwise set forth herein (or in the applicable Stock Option Agreement).
Subject to any applicable provisions of Section 16b-3 and the Code, the
Committee and the holder of any Option may at any time, by mutual consent,
amend, modify or otherwise waive any of the terms and provisions, including the
exercise price, of such holder's Option and Stock Option Agreement. No Option
may be granted during any period of suspension nor after termination of this
Plan, and in no event may any Option be granted under this Plan after the first
to occur of (a) January 1, 2010 or (b) the expiration of ten years from the date
this Plan is approved by the Company's stockholders as contemplated under
Section 7.3 hereof.

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SECTION 7.3 - EFFECTIVE DATE; APPROVAL OF PLAN BY STOCKHOLDERS

         This Plan will be effective at the time it is approved or ratified by a
majority vote of the Company's stockholders (present in person or represented by
proxy) at a duly called and held meeting thereof (including any proper
adjournment thereof), a quorum being present. In the event this Plan is not so
approved, this Plan shall not become effective and shall be null and void, and
any Options issued hereunder shall be terminated.

SECTION 7.4 - EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS

         Except as otherwise set forth herein, the adoption of this Plan shall
not affect any other compensation or incentive plans in effect for the Company,
any Parent Corporation or any Subsidiary. Nothing in this Plan shall be
construed to limit the right of the Company, any Parent Corporation or any
Subsidiary to (a) establish any other forms of incentives or compensation for
employees of the Company, any Parent Corporation or any Subsidiary or (b) grant
or assume options otherwise than under this Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.

SECTION 7.5 - TITLES

         Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Plan or any provision hereof.

SECTION 7.6 - CONFORMITY TO SECURITIES LAWS

         This Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, including without limitation Rule 16b-3. Notwithstanding anything
contained herein to the contrary, this Plan shall be administered, and Options
shall be granted and may be exercised, only in such a manner as to conform to
such laws, rules and regulations. To the extent permitted by applicable law,
this Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

SECTION 7.7 - INCENTIVE STOCK OPTIONS

         With respect to Incentive Stock Options, if this Plan does not contain
any provision now or hereafter required to be included herein under Section 422
of the Code, such provision shall be deemed to be incorporated herein with the
same force and effect as if such provision had been set out at length herein.
Notwithstanding anything contained herein to the contrary, to the extent any
Option that is intended to qualify as an Incentive Stock Option cannot so
qualify, such Option, to that extent, shall be deemed to be a Non-Qualified
Option under the Code for all purposes of this Plan.

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SECTION 7.8 - EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION

         By acceptance of an Option, the Optionee accepting same shall be deemed
to have agreed that the grant of such Option is special incentive compensation
that will not be taken into account, in any manner, as salary, compensation or
bonus in determining the amount of any payment under any pension, retirement or
other employee benefit plan of the Company or any of its Subsidiaries, whether
now existing or hereafter arising. In addition, such Option will not affect the
amount of any life insurance coverage, if any, provided by the Company on the
life of the Optionee or that is payable to any beneficiary of such Optionee
under any life insurance plan covering employees of the Company or any of its
Subsidiaries.


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