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                                                                   Exhibit 10.28


                               PEOPLEMOVER, INC.
                           1999 STOCK INCENTIVE PLAN


                                   ARTICLE 1

                             GENERAL PURPOSE OF PLAN

         The name of this plan is the PeopleMover, Inc. 1999 Stock Incentive
Plan (the "PLAN"). The purpose of the Plan is to enable PeopleMover, Inc., a
Delaware corporation (the "COMPANY"), and any Parent or any Subsidiary to obtain
and retain the services of the types of employees, consultants, officers and
Directors who will contribute to the Company's long range success and to provide
incentives which are linked directly to increases in share value which will
inure to the benefit of all shareholders of the Company.

                                    ARTICLE 2

                                   DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         "ADMINISTRATOR" shall have the meaning as set forth in ARTICLE 3.

         "BOARD" means the Board of Directors of the Company.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

         "COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan.

         "COMPANY" means PeopleMover, Inc., a corporation organized under the
laws of the State of Delaware (or any successor corporation).

         "DATE OF GRANT" means the date on which the Administrator adopts a
resolution expressly granting a Right to a Participant, or if a different date
is set forth in such resolution as the Date of Grant, then such date as is set
forth in such resolution.

         "DIRECTOR" means a member of the Board.

         "DISABILITY" means permanent and total disability as defined by the
Administrator.

         "ELECTION" shall have the meaning set forth in SECTION 11.3(D).

         "ELIGIBLE PERSON" means an employee, officer, consultant or Director of
the Company, any Parent or any Subsidiary.


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         "FAIR MARKET VALUE" per share at any date means (i) if the Stock is
listed on an exchange or exchanges, or admitted for trading in a market system
which provides last sale data under Rule 11Aa3-1 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended (a "MARKET SYSTEM"), the last reported sales
price per share on the last business day prior to such date on the principal
exchange on which it is traded, or in such a Market System, as applicable, or if
no sale was made on such day on such principal exchange or in such a Market
System, as applicable, the last reported sales price per share on the most
recent day prior to such date on which a sale was reported on such exchange or
such Market System, as applicable; or (ii) if the Common Stock is not then
traded on an exchange or in such a Market System, the average of the closing bid
and asked prices per share for the Common Stock in the over-the-counter market
as quoted on NASDAQ on the day prior to such date; or (iii) if the Common Stock
is not listed on an exchange or quoted on NASDAQ, an amount determined in good
faith by the Administrator, based on a price at which one could reasonably
expect such stock to be sold in an arm's length transaction, for cash, other
than on an installment basis, to a person not employed by, controlled by, in
control of or under common control with the issuer of such stock.

         "FIRST REFUSAL RIGHT" shall have the meaning set forth in SECTION
8.1(c) of the Plan.

         "INCENTIVE STOCK OPTION" means a Stock Option intended to qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

         "NON-STATUTORY OPTION" means a Stock Option intended to not qualify as
an Incentive Stock Option.

         "OFFEREE" means a Participant who is granted a Purchase Right pursuant
to the Plan.

         "OPTIONEE" means a Participant who is granted a Stock Option pursuant
to the Plan.

         "PARENT" means any present or future corporation which would be a
"parent corporation" as that term is defined in Section 424 of the Code.

         "PARTICIPANT" means any Eligible Person selected by the Administrator,
pursuant to the Administrator's authority in ARTICLE 3, to receive grants of
Rights.

         "PLAN" means this PeopleMover, Inc. 1999 Stock Incentive Plan, as the
same may be amended or supplemented from time to time.

         "PURCHASE PRICE" shall have the meaning set forth in SECTION 7.2(b).

         "PURCHASE RIGHT" means the right to purchase Stock granted pursuant to
ARTICLE 7.

         "RIGHTS" means Stock Options and Purchase Rights.



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         "REPURCHASE RIGHT" shall have the meaning set forth in SECTION 8.1(a)
of the Plan.

         "RETIREMENT" means retirement from active employment with the Company
or any Parent or Subsidiary as defined by the Administrator.

         "SECTION 16(B) PERSON" means a person subject to Section 16(b) of the
Exchange Act.

         "SPECIAL TERMINATING EVENT" with respect to a Participant shall mean
the death, Disability or Retirement of that Participant.

         "STOCK" means the Common Stock, no par value, of the Company.

         "STOCK OPTION" means an option to purchase shares of Stock granted
pursuant to ARTICLE 6.

         "STOCK OPTION AGREEMENT" shall have the meaning set forth in SECTION
6.2.

         "STOCK PURCHASE AGREEMENT" shall have the meaning set forth in SECTION
7.2.

         "SUBSIDIARY" means any present or future corporation which would be a
"subsidiary corporation" as that term is defined in Section 424 of the Code.

         "TAX DATE" shall have the meaning set forth in SECTION 11.3(d) of the
Plan.

         "TEN PERCENT SHAREHOLDER" means a person who on the Date of Grant owns,
either directly or through attribution as provided in Section 424(d) of the
Code, Stock possessing more than 10% of the total combined voting power of all
classes of stock of his or her employer corporation or of any Parent or
Subsidiary.

         "WITHHOLDING RIGHT" shall have the meaning set forth in SECTION
10.3(c) of the Plan.

                                    ARTICLE 3
                                 ADMINISTRATION

         SECTION 3.1 ADMINISTRATOR. The Plan shall be administered by either (i)
the Board; or (ii) the Committee (the group that administers the Plan is
referred to as the "ADMINISTRATOR").

         SECTION 3.2 POWERS IN GENERAL. The Administrator shall have the power
and authority to grant to Eligible Persons, pursuant to the terms of the Plan:
(i) Stock Options; (ii) Purchase Rights; or (iii) any combination of the
foregoing.

         SECTION 3.3 SPECIFIC POWERS. In particular, the Administrator shall
have the authority: (i) to construe and interpret the Plan and apply its
provisions; (ii) to promulgate, amend and rescind rules and regulations relating
to the administration of the Plan; (iii) to authorize any person to execute, on
behalf of the Company, any instrument required to carry out the purposes of the
Plan; (iv) to determine when Rights are to be granted under the Plan; (v) from
time to time



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to select, subject to the limitations set forth in this Plan, those Eligible
Persons to whom Rights shall be granted; (vi) to determine the number of shares
of Stock to be made subject to each Right; (vii) to prescribe the terms and
conditions of each Stock Option, including, without limitation, the exercise
price and medium of payment, to determine whether the Stock Option is to be an
Incentive Stock Option or a Non-Statutory Option and to specify the provisions
of the Stock Option agreement relating to such Stock Option; (viii) to prescribe
the terms and conditions of each Stock Option and Purchase Right, including,
without limitation, the purchase price and medium of payment, vesting provisions
and repurchase provisions, and to specify the provisions of the Stock Option
Agreement or Stock Purchase Agreement relating to such sale; (ix) to amend any
outstanding Rights for the purpose of modifying the time or manner of vesting,
the purchase price or exercise price, as the case may be, thereunder or
otherwise, subject to applicable legal restrictions and to the consent of the
other party to such agreement; (x) to determine when a consultant's relationship
with the Company is sufficient to constitute the equivalent of employment with
the Company for purposes of the Plan; (xi) to determine the duration and purpose
of leaves of absences which may be granted to a Participant without constituting
termination of their employment for purposes of the Plan; (xii) to make
decisions with respect to outstanding options that may become necessary upon a
change in corporate control or an event that triggers anti-dilution adjustments;
and (xiii) to make any and all other determinations which it determines to be
necessary or advisable for administration of the Plan.

         SECTION 3.4 DECISIONS FINAL. All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

         SECTION 3.5 THE COMMITTEE. The Board may, in its sole and absolute
discretion, from time to time delegate any or all of its duties and authority
with respect to the Plan to the Committee whose members are to be appointed by
and to serve at the pleasure of the Board. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time, the
Board may increase or decrease the size of the Committee, add additional members
to, remove members (with or without cause) from, appoint new members in
substitution therefor, and fill vacancies, however caused, in the Committee. The
Committee shall act pursuant to a vote of the majority of its members or, in the
case of a committee comprised of only two members, the unanimous consent of its
members, whether present or not, or by the written consent of the majority of
its members or, in the case of a Committee comprised of only two members, the
unanimous written consent of its members, and minutes shall be kept of all of
its meetings and copies thereof shall be provided to the Board. Subject to the
limitations prescribed by the Plan and the Board, the Committee may establish
and follow such rules and regulations for the conduct of its business as it may
determine to be advisable.

                                    ARTICLE 4
                              STOCK SUBJECT TO PLAN

         SECTION 4.1 STOCK SUBJECT TO THE PLAN. Subject to adjustment as
provided in ARTICLE 9, the total number of shares of Stock reserved and
available for issuance under the Plan shall be 3,407,500 shares. Shares reserved
hereunder may consist, in whole or in part, of authorized and unissued shares or
treasury shares.


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         SECTION 4.2 UNEXERCISED RIGHTS; REACQUIRED SHARES. To the extent that
any Rights expire or are otherwise terminated without being exercised, the
shares underlying such Rights (and shares related thereto) shall again be
available for issuance in connection with future Rights under the Plan. Shares
acquired by the Company upon exercise of Rights pursuant to SECTION 6.2(e) or
SECTION 7.2(C) or SECTION 11.3 shall not increase the shares available for
issuance under the Plan.

                                    ARTICLE 5
                                   ELIGIBILITY

         Directors, officers, employees and consultants of the Company, any
Parent or any Subsidiary, who are responsible for or contribute to the
management, growth or profitability of the business of the Company, any Parent
or any Subsidiary, shall be eligible to be granted Rights hereunder subject to
limitations set forth in this Plan; PROVIDED, HOWEVER, that only officers and
employees shall be eligible to be granted Incentive Stock Options hereunder.

                                    ARTICLE 6
                                  STOCK OPTIONS

         SECTION 6.1 GENERAL. Stock Options may be granted alone or in addition
to other Rights granted under the Plan. Each Stock Option granted under the Plan
shall be in such form and under such terms and conditions as the Administrator
may from time to time approve; PROVIDED, that such terms and conditions are not
inconsistent with the Plan. The provisions of Stock Option Agreements entered
into under the Plan need not be identical. Stock Options granted under the Plan
may be either Incentive Stock Options or Non-Statutory Options.

         SECTION 6.2 TERMS AND CONDITIONS OF STOCK OPTIONS. Each Stock Option
granted pursuant to the Plan shall be evidenced by a written option agreement
between the Company and the Optionee (the "STOCK OPTION Agreement"), which shall
comply with and be subject to the following terms and conditions:

                  (a) NUMBER OF SHARES. Each Stock Option Agreement shall state
the number of shares of Stock to which the Stock Option relates.

                  (b) TYPE OF OPTION. Each Stock Option Agreement shall identify
the portion (if any) of the Stock Option which constitutes an Incentive Stock
Option.

                  (c) EXERCISE PRICE. Each Stock Option Agreement shall state
the price at which shares subject to the Stock Option may be purchased (the
"EXERCISE PRICE"), which shall with respect to Incentive Stock Options be not
less than 100% of the Fair Market Value of the shares of Stock on the Date of
Grant. In the case of Non-Statutory Options, the Exercise Price shall be
determined in the sole discretion of the Administrator; PROVIDED, HOWEVER, that
the Exercise Price shall be no less than 85% of the Fair Market Value of the
shares of Stock on the Date of Grant of the Non-Statutory Option. In the case of
either an Incentive Stock Option or a Non-Statutory



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Option granted to a Ten Percent Shareholder, the Exercise Price shall not be
less than 110% of such Fair Market Value.

                  (d) VALUE OF SHARES. The Fair Market Value of the shares of
Stock (determined as of the Date of Grant) with respect to which Incentive Stock
Options are first exercisable by an Option Holder under this Plan and all other
incentive option plans of the Company and any Parent or Subsidiary in any
calendar year shall not, for such year, in the aggregate, exceed $100,000; but
this SECTION 6.2(d) shall not affect the right of the Administrator to
accelerate or otherwise alter the time of vesting of any Options granted as
Incentive Stock Options, even, if as a result thereof, some of such Options
cease being Incentive Stock Options.

                  (e) MEDIUM AND TIME OF PAYMENT. The Exercise Price shall be
paid in full, at the time of exercise, in cash or cash equivalents or, with the
approval of the Administrator, in shares of Stock which have been held by the
Optionee for a period of at least six calendar months preceding the date of
surrender and which have a Fair Market Value equal to the Exercise Price, or in
a combination of cash and such shares, and may be effected in whole or in part
(i) with monies received from the Company at the time of exercise as a
compensatory cash payment; or (ii) to the extent that the Exercise Price exceeds
the par value of the shares so purchased, with monies borrowed from the Company
in accordance with SECTION 11.5.

                  (f) TERM AND EXERCISE OF STOCK OPTIONS. Stock Options shall be
exercisable over the exercise period at the times the Administrator may
determine, as reflected in the related Stock Option Agreements. The
Administrator shall have discretion as to the schedule pursuant to which the
Stock Option is initially exercisable. The exercise period of any Stock Option
shall be determined by the Administrator, but shall not exceed ten years from
the Date of Grant of the Stock Option. In the case of an Incentive Stock Option
granted to a Ten Percent Shareholder, the exercise period shall be determined by
the Administrator, but shall not exceed five years from the Date of Grant of the
Stock Option. The exercise period shall be subject to earlier termination upon
the occurrence of either a Special Terminating Event, as provided in SECTION
11.6, or the Termination of Employment, as provided in SECTION 11.7. A Stock
Option may be exercised, as to any or all full shares of Stock as to which the
Stock Option has become exercisable, by giving written notice of such exercise
to the Company.

                                    ARTICLE 7
                                 PURCHASE RIGHTS

         SECTION 7.1 GENERAL. Purchase Rights may be granted alone or in
addition to other Rights under the Plan. Each sale of Stock under this ARTICLE 7
shall be in such form and under such terms and conditions as the Administrator
shall from time to time approve; PROVIDED, that such terms and conditions are
not inconsistent with the Plan. The provisions of Stock Purchase Agreements
entered into under the Plan need not be identical.

         SECTION 7.2 TERMS AND CONDITIONS OF PURCHASE RIGHTS. Each Purchase
Right granted pursuant to the Plan shall be evidenced by a written stock
purchase agreement between the



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Company and the Offeree (the "STOCK PURCHASE AGREEMENT"), which shall comply
with and be subject to the following terms and conditions:

                  (a) NUMBER OF SHARES. Each Stock Purchase Agreement shall
state the number of shares of Stock which may be purchased pursuant to such
agreement.

                  (b) PURCHASE PRICE. Each Stock Purchase Agreement shall state
the price at which the Stock subject to such Stock Purchase Agreement may be
purchased (the "PURCHASE PRICE"), which, with respect to Stock Purchase Rights,
shall be determined in the sole discretion of the Administrator; PROVIDED,
HOWEVER, that the Purchase Price shall be no less than 85% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right. In the case of a Purchase Right granted to a Ten Percent
Shareholder, the Purchase Price shall not be less than 110% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right.

                  (c) MEDIUM AND TIME OF PAYMENT. The Purchase Price shall be
paid in full, at the time of exercise, in cash or cash equivalent or, with the
approval of the Administrator, in shares of Stock which have been held by the
Offeree for a period of at least six calendar months preceding the date of
surrender and which have a Fair Market Value equal to the Purchase Price or in a
combination of cash or cash equivalent and such shares, and may be effected in
whole or in part (i) with monies received from the Company at the time of
exercise as a compensatory cash payment; or (ii) to the extent the purchase
price exceeds the par value of the shares so purchased, with monies borrowed
from the Company in accordance with SECTION 11.5 of the Plan.



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                                    ARTICLE 8
                         REACQUISITION OF STOCK OPTIONS,
                           PURCHASE RIGHTS AND STOCK;
                                MARKET STAND-OFF

         SECTION 8.1       REPURCHASE RIGHTS; RIGHT OF FIRST REFUSAL.

                  (a) STOCK OPTION REPURCHASE RIGHTS. Each Stock Option
Agreement shall provide that the Company, following a Special Terminating
Event or a Terminating Event, shall have the right to repurchase (the
"REPURCHASE RIGHT") all or any portion of the Stock purchased by the Optionee
upon the exercise of the Optionee's Stock Option, as well as any Stock
issuable upon exercise of any unexercised Stock Options which the Optionee
has the right to exercise at the time of such Special Terminating Event or
Terminating Event. Following the occurrence of a Terminating Event (which
does not result from the Company's termination of Optionee's employment "for
cause") or a Special Terminating Event, the Repurchase Right shall be
exercisable at a price equal to the Fair Market Value of such Shares or, in
the case of unexercised options, the Fair Market Value of the Shares
underlying such unexercised options less the exercise price which would be
payable upon the exercise of such unexercised options. Following the
occurrence of a Terminating Event which does result from the Company's
termination of Optionee's employment "for cause," the Repurchase Right shall
be exercisable as to all or any portion of the Shares purchased by Optionee
upon the exercise of the Option, as well as any unexercised Options which
Optionee has the right to exercise at the time of termination, at a price
equal to the initial exercise price of such Shares or, in the case of
unexercised options, the initial exercise price of the Shares underlying such
unexercised options less the exercise price which would be payable upon the
exercise of such unexercised options. Fair Market Value shall be determined
by the Administrator on the basis of the definition of Fair Market Value set
forth in ARTICLE 2 of the Plan. To the extent that the Repurchase Right is
exercisable at the initial exercise price of the Shares or the Shares
underlying unexercised options, the exercise price shall become Fair Market
Value as to 20% of such Shares which were originally subject to this Option
Agreement on each of the first five anniversaries of the date of this Option
Agreement.

                  (b) STOCK PURCHASE AGREEMENT REPURCHASE RIGHTS. Each Stock
Purchase Agreement shall provide that the Company, following a Special
Terminating Event or a Terminating Event, shall have a Repurchase Right (x) with
respect to all of the Stock purchased under the Stock Purchase Agreement which
is unvested at the time of such Special Terminating Event or Terminating Event,
and (y) with respect to all or any portion of the stock purchased under the
Stock Purchase Agreement which is vested at the time of the Special Terminating
Event or Terminating Event. Following the occurrence of a Terminating Event
(which does not result from the Company's termination of Optionee's employment
"for cause") or a Special Terminating Event, the Repurchase Right shall be
exercisable at a price equal to the Fair Market Value of such Shares or, in the
case of unexercised options, the Fair Market Value of the Shares underlying such
unexercised options less the exercise price which would be payable upon the
exercise of such unexercised options. Following the occurrence of a Terminating
Event which does result from the Company's termination of Optionee's employment
"for cause," the Repurchase Right shall be exercisable as to all or any portion
of the Shares purchased by Optionee upon the exercise of the Option, as well as
any unexercised Options which Optionee has the right to exercise at the time of


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termination, at a price equal to the initial exercise price of such Shares or,
in the case of unexercised options, the initial exercise price of the Shares
underlying such unexercised options less the exercise price which would be
payable upon the exercise of such unexercised options. Fair Market Value shall
be determined by the Administrator on the basis of the definition of Fair Market
Value set forth in ARTICLE 2 of the Plan. To the extent that the Repurchase
Right is exercisable at the initial exercise price of the Shares or the Shares
underlying unexercised options, the exercise price shall become Fair Market
Value as to 20% of such Shares which were originally subject to this Option
Agreement on each of the first five anniversaries of the date of this Option
Agreement.

                  (c) FIRST REFUSAL RIGHT. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that the Company shall have the right of first
refusal (the "FIRST REFUSAL RIGHT"), exercisable in connection with any proposed
sale, hypothecation or other disposition of the Stock purchased by the Optionee
or Offeree pursuant to a Stock Option Agreement or Stock Purchase Agreement; and
in the event the holder of such shares desires to accept a bona fide third-party
offer for any or all of such shares, the Stock shall first be offered to the
Company upon the same terms and conditions as are set forth in the bona fide
offer.

                  (d) TERMINATION OF REPURCHASE AND FIRST REFUSAL RIGHTS. Each
Stock Option Agreement and Stock Purchase Agreement may provide, at the
Administrator's discretion, that the Repurchase Rights and First Refusal Rights
shall lapse and cease to have effect upon any of the following: (1) the first
date on which the Company's Stock is held of record by more than five hundred
(500) persons, (2) a determination by the Company's Board of Directors that a
public market exists for the outstanding shares of the Stock or (3) a firm
commitment underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, covering the offer and
sale of the Company's Common Stock in the aggregate amount of at least
$15,000,000.

         SECTION 8.2       MARKET STAND-OFF.

                  Each Stock Option Agreement and Stock Purchase Agreement shall
provide that, in connection with any underwritten public offering by the Company
of its equity securities pursuant to an effective registration statement filed
under the Securities Act of 1933, as amended, including the Company's initial
public offering, the Participant shall agree not to sell, make any short sale
of, loan, hypothecate, pledge, grant any option for the repurchase of, or
otherwise dispose or transfer for value or otherwise agree to engage in any of
the foregoing transactions with respect to any Stock without the prior written
consent of the Company or its underwriters, for such period of time from and
after the effective date of such registration statement as may be requested by
the Company or such underwriters (the "MARKET STAND-OFF"); provided, however,
that in no event shall such period exceed one hundred-eighty (180) days.

                                    ARTICLE 9
                                   ADJUSTMENTS

         SECTION 9.1       EFFECT OF CERTAIN CHANGES.



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                  (a) STOCK DIVIDENDS, SPLITS, ETC.. If there is any change in
the number of outstanding shares of Stock through the declaration of Stock
dividends or through a recapitalization resulting in Stock splits, or
combinations or exchanges of the outstanding shares, (i) the number of shares of
Stock available for Rights, (ii) the number of shares covered by outstanding
Rights and (iii) the Exercise Price or Purchase Price of any Stock Option or
Purchase Right, in effect prior to such change, shall be proportionately
adjusted by the Administrator to reflect any increase or decrease in the number
of issued shares of Stock; PROVIDED, HOWEVER, that any fractional shares
resulting from the adjustment shall be eliminated.

                  (b) LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION. In the
event of: (i) a dissolution or liquidation of the Company, or any corporate
separation or division, including, but not limited to, a split-up, a split-off
or a spin-off, or a sale of substantially all of the assets of the Company; (ii)
a merger or consolidation in which the Company is not the surviving corporation;
or (iii) a reverse merger in which the Company is the surviving corporation, but
the shares of Stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then, at the sole discretion of the Administrator, and to the
extent permitted by applicable law: (i) any surviving corporation shall assume
any Rights outstanding under the Plan, or shall substitute similar Rights for
those outstanding under the Plan, or (ii) such Rights shall continue in full
force and effect; or (iii) such Rights, to the extent not then exercisable,
shall terminate and expire; PROVIDED, HOWEVER, that not less than thirty days
written notice of any such event shall be given to each Rights holder and if
such notice is given, each Rights holder shall have the right, during the thirty
days preceding such event, to exercise the Right as to all or any part of the
shares of Stock covered thereby as to which such Right is then exercisable, on
the condition, however, that such event actually occurs; and if such event
actually occurs, such exercise shall be deemed effective (and, if applicable,
the Rights holder shall be deemed a shareholder with respect to the Rights
exercised) immediately preceding the occurrence of such event, or the date of
record for shareholders entitled to share in such event, if a record date is
set.

         (c) WHERE COMPANY SURVIVES. SECTION 9.1(b) shall not apply to a merger
or consolidation in which the Company is the surviving corporation, unless
shares of Stock are converted into or exchanged for securities other than
publicly-traded common stock, cash (excluding cash in payment for fractional
shares) or any other thing of value. Notwithstanding the preceding sentence, in
case of any consolidation or merger of another corporation into the Company in
which the Company is the surviving corporation and in which there is a
reclassification or change (including a change to the right to receive an amount
of money payable by cash or cash equivalent or other property) of the shares of
Stock (other than a change in par value, or from par value to no par value, or
as a result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), the Administrator may
provide that the holder of each Right then exercisable shall have the right to
exercise such Right solely for the kind and amount of shares of Stock and other
securities (including those of any new direct or indirect Parent of the
Company), property, cash or any combination thereof receivable upon such
reclassification change, consolidation or merger by the holder of the number of
shares of Stock for which such Right might have been exercised.



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                  (d) SURVIVING CORPORATION DEFINED. The determination as to
which party to a merger or consolidation is the "SURVIVING CORPORATION" shall be
made on the basis of the relative equity interests of the shareholders in the
corporation existing after the merger or consolidation, as follows: if
immediately following any merger or consolidation the holders of outstanding
voting securities of the Company immediately prior to the merger or
consolidation own equity securities possessing more than 50% of the voting power
of the corporation existing following the merger or consolidation, then for
purposes of this Plan, the Company shall be the surviving corporation. In all
other cases, the Company shall not be the surviving corporation. In making the
determination of ownership by the shareholders of a corporation immediately
after the merger or consolidation, of equity securities pursuant to this SECTION
9.1(d), equity securities which the shareholders owned immediately before the
merger or consolidation as shareholders of another party to the transaction
shall be disregarded. Further, for purposes of this SECTION 9.1(d) only,
outstanding voting securities of a corporation shall be calculated by assuming
the conversion of all equity securities convertible (immediately or at some
future time) into shares entitled to vote.

                  (e) PAR VALUE CHANGES. In the event of a change in the Stock
of the Company as presently constituted which is limited to a change of all of
its authorized shares with par value, into the same number of shares without par
value, or a change in the par value, the shares resulting from any such change
shall be "Stock" within the meaning of the Plan.

         SECTION 9.2 DECISION OF ADMINISTRATOR FINAL. To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive; PROVIDED, HOWEVER, that each
Incentive Stock Option granted pursuant to the Plan shall not be adjusted
without the prior consent of the Holder thereof in a manner that causes such
Stock Option to fail to continue to qualify as an Incentive Stock Option.

         SECTION 9.3 NO OTHER RIGHTS. Except as hereinbefore expressly provided
in this ARTICLE 9, no Rights holder shall have any rights by reason of any
subdivision or consolidation of shares of Stock or the payment of any dividend
or any other increase or decrease in the number of shares of Stock of any class
or by reason of any of the events described in SECTION 9.1, above, or any other
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class; and except as provided in this ARTICLE 8,
none of the foregoing events shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock subject to
Rights. The grant of a Right pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
business or assets.

         SECTION 9.4 NO RIGHTS AS SHAREHOLDER. Except as specifically provided
in this ARTICLE 9, a Rights holder or a transferee of a Right shall have no
rights as a shareholder with respect to any shares covered by the Rights until
the date of the issuance of a Stock certificate to him or her for such shares,
and no adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions of other rights
for which the record date is prior to the date such Stock certificate is issued,
except as provided in SECTION 9.1(b).



                                       11
<PAGE>


         SECTION 9.5 TERM OF EMPLOYMENT UNAFFECTED. The receipt of an option
does not give the optionee any right to continued employment by the Company or a
subsidiary for any period, nor shall the granting of the option or the issuance
of the shares on exercise thereof give the Company or any subsidiary any right
to the continued services of the optionee for any period.

                                   ARTICLE 10
                            AMENDMENT AND TERMINATION

         The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
Participant under any Right theretofore granted without such Participant's
consent, or which without the approval of the shareholders would:

                  (a) except as provided in ARTICLE 9, materially increase the
total number of shares of Stock reserved for the purposes of the Plan;

                  (b) materially increase the benefits accruing to Participants
or Eligible Persons under the Plan; or

                  (c) materially modify the requirements for eligibility under
the Plan.

         The Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to ARTICLE 3, no such amendment
shall impair the rights of any holder without his or her consent.



                                       12
<PAGE>


                                   ARTICLE 11
                               GENERAL PROVISIONS

         SECTION 11.1      GENERAL RESTRICTIONS.

                  (a) NO VIEW TO DISTRIBUTE. The Administrator may require each
person acquiring shares of Stock pursuant to the Plan to represent to and agree
with the Company in writing that such person is acquiring the shares without a
view towards distribution thereof. The certificates for such shares may include
any legend which the Administrator deems appropriate to reflect any restrictions
on transfer.

                  (b) LEGENDS. All certificates for shares of Stock delivered
under the Plan shall be subject to such stop transfer orders and other
restrictions as the Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable
federal or state securities laws, and the Administrator may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

         SECTION 11.2 OTHER COMPENSATION ARRANGEMENTS. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

         SECTION 11.3      DISQUALIFYING DISPOSITIONS; WITHHOLDING TAXES.

                  (a) DISQUALIFYING DISPOSITION. Any Participant who shall make
a "DISPOSITION" (as defined in the Code) of all or any portion of an Incentive
Stock Option within two years from the date of grant of such Incentive Stock
Option or within one year after the issuance of the shares of Stock acquired
upon exercise of such Incentive Stock Option, shall be required to immediately
advise the Company in writing as to the occurrence of the sale and the price
realized upon the sale of such shares of Stock, and to maintain all such shares
of Stock in his or her name so long as he or she maintains beneficial ownership
of such shares of Stock.

                  (b) WITHHOLDING REQUIRED. Each Participant shall, no later
than the date as of which the value derived from a Right first becomes
includable in the gross income of the Participant for income tax purposes, pay
to the Company, or make arrangements satisfactory to the Administrator regarding
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to the Right or its exercise. The obligations of the
Company under the Plan shall be conditioned upon such payment or arrangements
and the Participant shall, to the extent permitted by law, have the right to
request that the Company deduct any such taxes from any payment of any kind
otherwise due to the Participant.

                  (c) WITHHOLDING RIGHT. The Administrator may, in its
discretion, grant a Rights holder the right (a "WITHHOLDING RIGHT") to elect to
make such payment by irrevocably requiring the Company to withhold from shares
issuable upon exercise of the Right that number



                                       13
<PAGE>


of full shares of Common Stock having a Fair Market Value on the Tax Date (as
defined below) equal to the amount (or portion of the amount) required to be
withheld. The Withholding Right may be granted with respect to all or any
portion of the Right.

                  (d) EXERCISE OF WITHHOLDING RIGHT. To exercise a Withholding
Right, the Rights holder must follow the election procedures set forth below,
together with such additional procedures and conditions as may be set forth in
the related Rights agreement or otherwise adopted by the Administrator:

                           (i) The Rights holder must deliver to the Company
his or her written notice of election (the "ELECTION") to have the Withholding
Right apply to all (or a designated portion) of his or her Right.

                           (ii) Unless disapproved by the Administrator as
provided in SUBSECTION (iii) below, the Election once made will be irrevocable.

                           (iii) no Election is valid unless the Administrator
consents to the Election; the Administrator has the right and power, in its sole
discretion, with or without cause or reason therefor, to consent to the
Election, to refuse to consent to the Election, or to disapprove the Election;
and if the Administrator has not consented to the Election on or prior to the
date that the amount of tax to be withheld is, under applicable federal income
tax laws, fixed and determined by the Company (the "TAX DATE"), the Election
will be deemed approved.

                           (iv) If the Rights holder on the date of delivery of
the Election to the Company is a Section 16(b) Person, the following additional
provisions will apply:

                                    (A) the Election cannot be made during the
six calendar month period commencing with the date of the grant of the
Withholding Right (even if the Right to which such Withholding Right relates has
been granted prior to such date); provided, that this SUBSECTION (A) is not
applicable to any Rights holder at any time subsequent to the death, Disability
or Retirement of the Rights holder;

                                    (B) the Election can only be made on a date
which is six calendar months or more prior to the Tax Date; and

                                    (C) notwithstanding any other provision of
this SECTION 11.3(d)(iv), no Section 16(b) Person shall have the right to make
any Election prior to the time that the Company has been subject to the
reporting requirements of Section 13(a) of the Exchange Act for at least a year
and has filed all reports and statements required to be filed pursuant to that
Section for that year.

                  (e) EFFECT. If the Administrator consents to an Election of a
Withholding Right:



                                       14
<PAGE>


                           (i) Upon the exercise of the Right (or any portion
hereof) to which the Withholding Right relates, the Company will withhold from
the shares otherwise issuable that number of full shares of Stock having an
actual Fair Market Value equal to the amount (or portion of the amount, as
applicable) required to be withheld under applicable federal and/or state income
tax laws as a result of the exercise; and

                           (ii) if the Rights holder is then a Section 16(b)
Person who has made an Election,

the related Right may not be exercised, nor may any shares of Stock issued
pursuant thereto be sold, exchanged or otherwise transferred, if the result of
such exercise, or such transaction, would cause the Tax Date to be less than six
full calendar months following the date of the Election.

         SECTION 11.4 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as Directors or members of the Committee, and
to the extent allowed by applicable law, the Administrators shall be indemnified
by the Company against the reasonable expenses, including attorney's fees,
actually incurred in connection with any action, suit or proceeding or in
connection with any appeal therein, to which they or any one of them may be
party by reason of any action taken or failure to act under or in connection
with the Plan or any option granted under the Plan, and against all amounts paid
by them in settlement thereof (provided that the settlement has been approved by
the Company, which approval shall not be unreasonably withheld) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Administrator did not act in good faith and in a manner
which such person reasonably believed to be in the best interests of the
Company, and in the case of a criminal proceeding, had no reason to believe that
the conduct complained of was unlawful; PROVIDED, HOWEVER, that within 60 days
after institution of any such action, suit or proceeding, such Administrator
shall, in writing, offer the Company the opportunity at its own expense to
handle and defend such action, suit or proceeding.

         SECTION 11.5 LOANS. The Company may make loans to Optionees and
Offerees as the Administrator, in its discretion, may determine in connection
with the exercise of outstanding Stock Options and Purchase Rights granted under
the Plan. Such loans shall (i) be evidenced by promissory notes entered into by
the holders in favor of the Company; (ii) be subject to the terms and conditions
set forth in this SECTION 11.5 and such other terms and conditions, not
inconsistent with the Plan, as the Administrator shall determine; and (iii) bear
interest, if any, at such rate as the Administrator shall determine. In no event
may the principal amount of any such loan exceed the Exercise Price or the
Purchase Price less the par value of the shares of Stock covered by the Stock
Option or Purchase Right, or portion thereof, exercised by the Optionee or
Offeree. The initial term of the loan, the schedule of payments of principal and
interest under the loan, the extent to which the loan is to be with or without
recourse against the holder with respect to principal and applicable interest
and the conditions upon which the loan will become payable in the event of the
holder's termination of employment shall be determined by the Administrator;
PROVIDED, HOWEVER, that the term of the loan, including extensions, shall not
exceed 10 years. Unless the Administrator determines otherwise, when a loan
shall have been made, shares of Stock having a Fair Market Value at least equal
to the principal amount of the loan shall be



                                       15
<PAGE>


pledged by the holder to the Company as security for payment of the unpaid
balance of the loan and such pledge shall be evidenced by a pledge agreement,
the terms of which shall be determined by the Administrator, in its discretion;
PROVIDED, HOWEVER, that each loan shall comply with all applicable laws,
regulations and rules of the Board of Governors of the Federal Reserve System
and any other governmental agency having jurisdiction.

         SECTION 11.6 SPECIAL TERMINATING EVENTS. If a Special Terminating Event
occurs, all Rights theretofore granted to such Rights holder may, unless earlier
terminated in accordance with their terms, be exercised by the Rights holder or
by his or her estate or by a person who acquired the right to exercise such
Right by bequest or inheritance or otherwise by reason of the death or
Disability of the Rights holder, at any time within one year after the date of
the Special Terminating Event. Notwithstanding the foregoing, an Incentive Stock
Option shall only be exercisable at any time within three months after the date
of Retirement or termination of employment of an Optionee.

         SECTION 11.7 TERMINATION OF EMPLOYMENT. Except as provided in this
SECTION 11.7, no Right may be exercised unless the Right holder is then a
Director of the Company, or in the employ of the Company or any Parent or
Subsidiary, or rendering services as a consultant to the Company or any Parent
or Subsidiary, and unless he or she has remained continuously so employed or
engaged since the Date of Grant. If the employment or services of a Right holder
shall terminate (other than by reason of a Special Terminating Event), all
Rights previously granted to the Right holder which are exercisable at the time
of such termination may be exercised for the period ending 90 days after such
termination, unless otherwise provided in the Stock Option Agreement or Stock
Purchase Agreement; PROVIDED, HOWEVER, that no Right may be exercised following
the date of its expiration. Nothing in the Plan or in any Right granted pursuant
to the Plan shall confer upon an employee any right to continue in the employ of
the Company or any Parent or Subsidiary or interfere in any way with the right
of the Company or any Parent or Subsidiary to terminate such employment at any
time.

         SECTION 11.8 NON-TRANSFERABILITY OF RIGHTS. Each Stock Option Agreement
and Stock Purchase Agreement shall provide that the Rights granted under the
Plan shall not be transferable otherwise than by will or by the laws of descent
and distribution, and the Rights may be exercised, during the lifetime of the
Rights holder, only by the Rights holder or by his or her guardian or legal
representative.

         SECTION 11.9 REGULATORY MATTERS. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that no shares shall be purchased or sold
thereunder unless and until (i) any then applicable requirements of state or
federal laws and regulatory agencies shall have been fully complied with to the
satisfaction of the Company and its counsel; and (ii) if required to do so by
the Company, the Optionee or Offeree shall have executed and delivered to the
Company a letter of investment intent in such form and containing such
provisions as the Board or Committee may require.

         SECTION 11.10 RECAPITALIZATIONS. Each Stock Option Agreement and Stock
Purchase Agreement shall contain provisions required to reflect the provisions
of ARTICLE 8.



                                       16
<PAGE>


         SECTION 11.11 DELIVERY. Upon exercise of a Right granted under this
Plan, the Company shall issue Stock or pay any amounts due within a reasonable
period of time thereafter. Subject to any statutory obligations the Company may
otherwise have, for purposes of this Plan, thirty days shall be considered a
reasonable period of time.

         SECTION 11.12 OTHER PROVISIONS. The Stock Option Agreements and Stock
Purchase Agreements authorized under the Plan may contain such other provisions
not inconsistent with this Plan, including, without limitation, restrictions
upon the exercise of the Rights, as the Administrator may deem advisable.

                                   ARTICLE 12
                             EFFECTIVE DATE OF PLAN

         The Plan shall become effective on the date on which the Plan is
adopted by the Board, subject to approval by the Company's shareholders, which
approval must be obtained within one year from the date the Plan is adopted by
the Board.

                                   ARTICLE 13
                                  TERM OF PLAN

         No Right shall be granted pursuant to the Plan on or after June 21,
2009, but Rights theretofore granted may extend beyond that date.

                                   ARTICLE 14
                          INFORMATION TO RIGHTS HOLDERS

         The Company will cause a report to be sent to each Rights holder not
later than 120 days after the end of each fiscal year. Such report shall consist
of the financial statements of the Company for such fiscal year and shall
include such other information as is provided by the Company to its
shareholders.



                                       17