SOFTBOOK PRESS, INC.

                         1996 STOCK PLAN


       As amended on January 16, 1998, September 30, 1998
                   and September 24, 1999


     1.   Purposes of the Plan.  The purposes of this Stock Plan
are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional
incentive to Employees, Directors and Consultants and to promote
the success of the Company's business.  Options granted under the
Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.
Stock Purchase Rights may also be granted under the Plan.

     2.   Definitions.  As used herein, the following definitions
shall apply:

          (a)  "Administrator" means the Board or any of its
Committees as shall be administering the Plan in accordance with
Section 4 hereof.

          (b)  "Applicable Laws" means the requirements relating
to the administration of stock option plans under U.S. California
corporate laws, U.S. federal and California securities laws, the
Code, any stock exchange or quotation system on which the Common
Stock is listed or quoted and the applicable laws of any other
country or jurisdiction where Options or Stock Purchase Rights
are granted under the Plan.

          (c)  "Board" means the Board of Directors of the
Company.

          (d)  "Code" means the Internal Revenue Code of 1986,
as amended.

          (e)  "Committee" means a committee of Directors
appointed by the Board in accordance with Section 4 hereof.

          (f)  "Common Stock" means the Common Stock of the
Company.

          (g)  "Company" means SoftBook Press, Inc., a California
corporation.

          (h)  "Consultant" means any person who is engaged by
the Company or any Parent or Subsidiary to render consulting or
advisory services to such entity.

          (i)  "Director" means a member of the Board of
Directors of the Company.

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

          (k)  "Employee" means any person, including Officers
and Directors, employed by the Company or any Parent or
Subsidiary of the Company.  A Service Provider shall not cease to
be an Employee in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company
or between the Company, its Parent, any Subsidiary, or any
successor.  For purposes of Incentive Stock Options, no such
leave may exceed ninety days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract.  If
reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 181st day of such leave
any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option.  Neither service as a
Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

          (l)  "Exchange Act" means the Securities Exchange Act
of 1934, as amended.

          (m)  "Fair Market Value" means, as of any date, the
value of Common Stock determined as follows:

               (i)  If the Common Stock is listed on any
established stock exchange or a national market system, including
without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

               (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean between the high bid and
low asked prices for the Common Stock on the last market trading
day prior to the day of determination; or

               (iii)     In the absence of an established market
for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator.

          (n)  "Incentive Stock Option" means an Option intended
to qualify as an incentive stock option within the meaning of
Section 422 of the Code.

          (o)  "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.

          (p)  "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.

          (q)  "Option" means a stock option granted pursuant to
the Plan.

          (r)  "Option Agreement" means a written or electronic
agreement between the Company and an Optionee evidencing the
terms and conditions of an individual Option grant.  The Option
Agreement is subject to the terms and conditions of the Plan.

          (s)  "Option Exchange Program" means a program whereby
outstanding Options are exchanged for Options with a lower
exercise price.

          (t)  "Optioned Stock" means the Common Stock subject to
an Option or a Stock Purchase Right.

          (u)  "Optionee" means the holder of an outstanding
Option or Stock Purchase Right granted under the Plan.

          (v)  "Parent" means a "parent corporation," whether now
or hereafter existing, as defined in Section 424(e) of the Code.

          (w)  "Plan" means this 1996 Stock Plan.

          (x)  "Restricted Stock" means shares of Common Stock
acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below.

          (y)  "Section 16(b)" means Section 16(b) of the
Securities Exchange Act of 1934, as amended.

          (z)  "Service Provider" means an Employee, Director or
Consultant.

          (aa) "Share" means a share of the Common Stock, as
adjusted in accordance with Section 12 below.

          (bb) "Stock Purchase Right" means a right to purchase
Common Stock pursuant to Section 11 below.

          (cc) "Subsidiary" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f)
of the Code.

     3.   Stock Subject to the Plan.  Subject to the provisions
of Section 12 of the Plan, the maximum aggregate number of Shares
which may be subject to option and sold under the Plan is
3,500,000 shares.  The Shares may be authorized but unissued, or
reacquired Common Stock.

          If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the
Plan has terminated).  However, Shares that have actually been
issued under the Plan, upon exercise of either an Option or Stock
Purchase Right, shall not be returned to the Plan and shall not
become available for future distribution under the Plan, except
that if Shares of Restricted Stock are repurchased by the Company
at their original purchase price, such Shares shall become
available for future grant under the Plan.

     4.   Administration of the Plan.

          (a)  Administrator.  The Plan shall be administered by
the Board or a Committee appointed by the Board, which Committee
shall be constituted to comply with Applicable Laws.

          (b)  Powers of the Administrator.  Subject to the
provisions of the Plan and, in the case of a Committee, the
specific duties delegated by the Board to such Committee, and
subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:

               (i)  to determine the Fair Market Value;

               (ii) to select the Service Providers to whom
Options and Stock Purchase Rights may from time to time be
granted hereunder;

              (iii) to determine the number of Shares to be
covered by each such award granted hereunder;

               (iv) to approve forms of agreement for use under
the Plan;

               (v)  to determine the terms and conditions, of any
Option or Stock Purchase Right granted hereunder.  Such terms and
conditions include, but are not limited to, the exercise price,
the time or times when Options or Stock Purchase Rights may be
exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or Stock
Purchase Right or the Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole
discretion, shall determine;

               (vi) to determine whether and under what
circumstances an Option may be settled in cash under subsection
9(e) instead of Common Stock;

              (vii) to reduce the exercise price of any
Option to the then current Fair Market Value if the Fair Market
Value of the Common Stock covered by such Option has declined
since the date the Option was granted;

             (viii) to initiate an Option Exchange Program;

               (ix) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of qualifying
for preferred tax treatment under foreign tax laws;

               (x)  to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or Stock Purchase
Right that number of Shares having a Fair Market Value equal to
the amount required to be withheld.  The Fair Market Value of the
Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined.  All elections
by Optionees to have Shares withheld for this purpose shall be
made in such form and under such conditions as the Administrator
may deem necessary or advisable; and

               (xi) to construe and interpret the terms of the
Plan and awards granted pursuant to the Plan.

          (c)  Effect of Administrator's Decision.  All
decisions, determinations and interpretations of the
Administrator shall be final and binding on all Optionees.

     5.   Eligibility.

          (a)  Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Service Providers.  Incentive Stock
Options may be granted only to Employees.

          (b)  Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option.  However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock
Options.  For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares
is granted.

          (c)  Neither the Plan nor any Option or Stock Purchase
Right shall confer upon any Optionee any right with respect to
continuing the Optionee's relationship as a Service Provider with
the Company, nor shall it interfere in any way with his or her
right or the Company's right to terminate such relationship at
any time, with or without cause.

     6.   Term of Plan.  The Plan shall become effective upon its
adoption by the Board.  It shall continue in effect for a term
often (10) years unless sooner terminated under Section 14 of the
Plan.

     7.   Term of Option.  The term of each Option shall be
stated in the Option Agreement; provided, however, that the term
shall be no more than ten (10) years from the date of grant
thereof.  In the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option
Agreement.

     8.   Option Exercise Price and Consideration.

          (a)  The per share exercise price for the Shares to be
issued upon exercise of an Option shall be such price as is
determined by the Administrator, but shall be subject to the
following:

               (i)  In the case of an Incentive Stock Option

                    (A)  granted to an Employee who, at the time
of grant of such Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall be
no less than 110% of the Fair Market Value per Share on the date
of grant.

                    (B)  granted to any other Employee, the per
Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.

               (ii) In the case of a Nonstatutory Stock Option

                    (A)  granted to a Service Provider who, at
the time of grant of such Option, owns stock representing more
than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the exercise
price shall be no less than 110% of the Fair Market Value per
Share on the date of grant.

                    (B)  granted to any other Service Provider,
the per Share exercise price shall be no less than 85% of the
Fair Market Value per Share on the date of grant.

              (iii) Notwithstanding the foregoing, Options
may be granted with a per Share exercise price other than as
required above pursuant to a merger or other corporate
transaction.

          (b)  The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of
payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined at the
time of grant).  Such consideration may consist of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the
case of Shares acquired upon exercise of an Option, have been
owned by the Optionee for more than six months on the date of
surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as
to which such Option shall be exercised, (5) consideration
received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan, or (6)
any combination of the foregoing methods of payment.  In making
its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company.

     9.   Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable according to
the terms hereof at such times and under such conditions as
determined by the Administrator and set forth in the Option
Agreement.  Except in the case of Options granted to Officers,
Directors and Consultants, Options shall become exercisable at a
rate of no less than 20% per year over five (5) years from the
date the Options are granted.  Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled
during any unpaid leave of absence.  An Option may not be
exercised for a fraction of a Share.

               An Option shall be deemed exercised when the
Company receives:  (i) written or electronic notice of exercise
(in accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised.  Full
payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option
Agreement and the Plan.  Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if requested by
the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with
respect to the Shares, notwithstanding the exercise of the
Option.  The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised.  No adjustment
will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.

               Exercise of an Option in any manner shall result
in a decrease in the number of Shares thereafter available, both
for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.

          (b)  Termination of Relationship as a Service Provider.
If an Optionee ceases to be a Service Provider, such Optionee may
exercise his or her Option within such period of time as is
specified in the Option Agreement (of at least thirty (30) days)
to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the
term of the 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 three (3) 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.  If, after termination, the Optionee does not exercise his
or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.

          (c)  Disability of Optionee.  If an Optionee ceases to
be a Service Provider as a result of the Optionee's Disability,
the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement (of at least six (6)
months) 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.  If, after termination, 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.

          (d)  Death of Optionee.  If an Optionee dies while a
Service Provider, the Option may be exercised within such period
of time as is specified in the Option Agreement (of at least six
(6) months) to the extent that the Option is vested on the date
of death (but in no event later than the expiration of the term
of such Option as set forth in the Option Agreement) by the
Optionee's estate or by a person who acquires the right to
exercise the Option by bequest or inheritance.  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 the entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the
Plan.  If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

          (e)  Buyout Provisions.  The Administrator may at any
time offer to buy out for a payment in cash or Shares, an Option
previously granted, based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at
the time that such offer is made.

     10.  Non-Transferability of Options and Stock Purchase
Rights.  The Options and Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

     11.  Stock Purchase Rights.

          (a)  Rights to Purchase.  Stock Purchase Rights may be
issued either alone, in addition to, or in tandem with other
awards granted under the Plan and/or cash awards made outside of
the Plan.  After the Administrator determines that it will offer
Stock Purchase Rights under the Plan, it shall advise the offeree
in writing or electronically of the terms, conditions and
restrictions related to the offer, including the number of Shares
that such person shall be entitled to purchase, the price to be
paid, and the time within which such person must accept such
offer.  The terms of the offer shall comply in all respects with
Section 260.140.42 of Title 10 of the California Code of
Regulations.  The offer shall be accepted by execution of a
Restricted Stock purchase agreement in the form determined by the
Administrator.

          (b)  Repurchase Option.  Unless the Administrator
determines otherwise, the Restricted Stock purchase agreement
shall grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchasers service
with the Company for any reason (including death or disability).
The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price
paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company.  The repurchase
option shall lapse at such rate as the Administrator may
determine.  Except with respect to Shares purchased by Officers,
Directors and Consultants, the repurchase option shall in no case
lapse at a rate of less than 20% per year over five (5) years
from the date of purchase.

          (c)  Other Provisions.  The Restricted Stock purchase
agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by
the Administrator in its sole discretion.

          (d)  Rights as a Shareholder.  Once the Stock Purchase
Right is exercised, the purchaser shall have rights equivalent to
those of a shareholder and shall be a shareholder when his or her
purchase is entered upon the records of the duly authorized
transfer agent of the Company.  No adjustment shall be made for a
dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in
Section 12 of the Plan.

     12.  Adjustments Upon Changes in Capitalization Merger or
Asset Sale.

          (a)  Changes in Capitalization.  Subject to any
required action by the shareholders of the Company, the number of
shares of Common Stock covered by each outstanding Option or
Stock Purchase Right, and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted
or which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the
price per share of Common Stock covered by each such outstanding
Option or Stock Purchase Right, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration
by the Company.  The conversion of any convertible securities of
the Company shall not be deemed to have been "effected without
receipt of consideration."  Such adjustment shall be made by the
Board, whose determination in that respect shall be final,
binding and conclusive.  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 of Common Stock subject
to an Option or Stock Purchase Right.

          (b)  Dissolution or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the
Administrator shall notify each Optionee as soon as practicable
prior to the effective date of such proposed transaction.  The
Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15)
days prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the Option would
not otherwise be exercisable.  In addition, the Administrator may
provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase
Right shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the
manner contemplated.  To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

          (c)  Merger or Asset Sale.  In the event of a merger of
the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding
Option and Stock Purchase Right shall be assumed or an equivalent
option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event
that the successor corporation refuses to assume or substitute
for the Option or Stock Purchase Right, the Optionee shall fully
vest in and have the right to exercise the Option or Stock
Purchase Right as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable.  If
an Option or Stock Purchase Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option or Stock
Purchase Right shall be fully exercisable for a period of fifteen
(15) days from the date of such notice, and the Option or Stock
Purchase Right shall terminate upon the expiration of such
period.  For the purposes of this paragraph, the Option or Stock
Purchase Right shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right
to purchase or receive, for each Share of Optioned Stock subject
to the Option or Stock Purchase Right immediately prior to the
merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale
of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or
sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option or
Stock Purchase Right, for each Share of Optioned Stock subject to
the Option or Stock Purchase Right, to be solely common stock of
the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of
Common Stock in the merger or sale of assets.

     13.  Time of Granting Options and Stock Purchase Rights.
The date of grant of an Option or Stock Purchase Right shall, for
all purposes, be the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or
such other date as is determined by the Administrator.  Notice of
the determination shall be given to each Employee to whom an
Option or Stock Purchase Right is so granted within a reasonable
time after the date of such grant.

     14.  Amendment and Termination of the Plan.

          (a)  Amendment and Termination.  The Board may at any
time amend, alter, suspend or terminate the Plan.

          (b)  Shareholder Approval.  The Board shall obtain
shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws.

          (c)  Effect of Amendment or Termination.  No amendment,
alteration, suspension or termination of the Plan shall impair
the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must
be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with
respect to Options granted under the Plan prior to the date of
such termination.

     15.  Conditions Upon Issuance of Shares.

          (a)  Legal Compliance.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares shall comply
with Applicable Laws and shall be further subject to the approval
of counsel for the Company with respect to such compliance.

          (b)  Investment Representations.  As a condition to the
exercise of an Option, the Administrator may require the person
exercising such Option to represent and warrant at the time of
any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.

     16.  Inability to Obtain Authority.  The inability of the
Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.

     17.  Reservation of Shares.  The Company, during the term of
this Plan, shall at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

     18.  Shareholder Approval.  The Plan shall be subject to
approval by the shareholders of the Company within twelve (12)
months after the date the Plan is adopted.  Such shareholder
approval shall be obtained in the degree and manner required
under Applicable Laws.

     19.  Information to Optionees and Purchasers.  The Company
shall provide to each Optionee and to each individual who
acquires Shares pursuant to the Plan, not less frequently than
annually during the period such Optionee or purchaser has one or
more Options or Stock Purchase Rights outstanding, and, in the
case of an individual who acquires Shares pursuant to the Plan,
during the period such individual owns such Shares, copies of
annual financial statements.  The Company shall not be required
to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent
information.