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                                                     Effective November 1999,
                                                     as amended December 1999

                               SONOMA SYSTEMS

                           1999 STOCK OPTION PLAN

         1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are
to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to the Employees
and Consultants of the Company and to promote the success of the Company's
business.

                  Options granted hereunder may be either Incentive Stock
Options or Nonstatutory Stock Options, at the discretion of the Board and as
reflected in the terms of the written option agreement.

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

                  (a) "ADMINISTRATOR" shall mean the Board or any of its
Committees appointed pursuant to Section 4 of the Plan.

                  (b) "APPLICABLE LAWS" shall have the meaning set forth in
Section 4(a) below.

                  (c) "BOARD" shall mean the Board of Directors of the
Company.

                  (d) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (e) "COMMITTEE" shall mean the Committee appointed by the
Board of Directors in accordance with Section 4(a) of the Plan, if one is
appointed.

                  (f) "COMMON STOCK" shall mean the Common Stock of the
Company.

                  (g) "COMPANY" shall mean Sonoma Systems, a California
corporation.

                  (h) "CONSULTANT" shall mean any person who is engaged by
the Company or any Parent or Subsidiary to render consulting services and is
compensated for such consulting services, and any director of the Company
whether compensated for such services or not.

                  (i) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall
mean the absence of any interruption or termination of service as an Employee
or Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave, or any
other leave of absence approved by the Administrator; provided that such
leave is for a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute. For purposes
of this Plan, a change in status from an Employee to a Consultant or from a
Consultant to an Employee will not constitute an interruption of Continuous
Status as an Employee or Consultant.
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                  (j) "EMPLOYEE" shall mean any person, including officers,
directors and Named Executives, employed by the Company or any Parent or
Subsidiary of the Company. The payment of a director's fee by the Company
shall not be sufficient to constitute "employment" by the Company.

                  (k) "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended.

                  (l) "FAIR MARKET VALUE" means, as of any date, the value of
Common Stock determined as follows:

                            (i)     If the Common Stock is listed on a
national stock exchange or the Nasdaq National Market, its Fair Market Value
shall be the average of the closing sales prices for such stock as quoted on
such exchange or market for the last five trading days before the date of
determination (if for a given day no sales were reported, the closing bid on
that day shall be used), as such prices are reported in THE WALL STREET
JOURNAL or such other source as the Administrator deems reliable;

                           (ii)     If the Common Stock is quoted on the
National Association of Securities Dealers, Inc. Automated Quotation System
(but not on the Nasdaq National Market) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the average of the mean between the bid and asked prices for the
Common Stock for the last five days before the date 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.

                  (m) "INCENTIVE STOCK OPTION" shall mean an Option intended
to qualify as an incentive stock option within the meaning of Section 422 of
the Code.

                  (n) "NAMED EXECUTIVE" shall mean any individual who, on the
last day of the Company's fiscal year, is the chief executive officer of the
Company (or is acting in such capacity) or among the four highest compensated
officers of the Company (other than the Chief Executive Officer). Such
officer status shall be determined pursuant to the executive compensation
disclosure rules under the Exchange Act.

                  (o) "NONSTATUTORY STOCK OPTION" shall mean an Option not
intended to qualify as an Incentive Stock Option.

                  (p) "OPTION" shall mean a stock option granted pursuant to
the Plan.

                  (q) "OPTIONED STOCK" shall mean the Common Stock subject to
an Option.

                  (r) "OPTIONEE" shall mean an Employee or Consultant who
receives an Option.

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                  (s) "PARENT" shall mean a "parent corporation", whether now
or hereafter existing, as defined in Section 424(e) of the Code.

                  (t) "PLAN" shall mean this 1999 Stock Option Plan.

                  (u) "SHARE" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.

                  (v) "SUBSIDIARY" shall mean 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 optioned
and sold under the Plan is 1,500,000 shares of Common Stock. The Shares may
be authorized, but unissued, or reacquired Common Stock.

                  If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which
were subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan. Notwithstanding any other
provision of the Plan, shares issued under the Plan and later repurchased by
the Company shall not become available for future grant or sale under the
Plan.

         4.       ADMINISTRATION OF THE PLAN.

                  (a)      COMPOSITION OF ADMINISTRATOR.

                            (i)     MULTIPLE ADMINISTRATIVE BODIES.  If
permitted by Rule 16b-3 promulgated under the Exchange Act or any successor
rule thereto, as in effect at the time that discretion is being exercised
with respect to the Plan ("RULE 16b-3"), and by the legal requirements
relating to the administration of incentive stock option plans, if any, of
applicable securities laws and the Code (collectively, the "APPLICABLE
LAWS"), the Plan may (but need not) be administered by different
administrative bodies with respect to directors, officers who are not
directors and Employees who are neither directors nor officers.

                           (ii) ADMINISTRATION WITH RESPECT TO DIRECTORS AND
OFFICERS. With respect to grants of Options to Employees or Consultants who
are also officers or directors of the Company, the Plan shall be administered
by (A) the Board, if the Board may make grants under the Plan in compliance
with Rule 16b-3 and Section 162(m) of the Code as it applies so as to qualify
grants of Options to Named Executives as performance-based compensation, or
(B) a Committee designated by the Board to make grants under the Plan, which
Committee shall be constituted in such a manner as to permit grants made
under the Plan to comply with Rule 16b-3, to qualify grants of Options to
Named Executives as performance-based compensation under Section 162(m) of
the Code and otherwise so as to satisfy the Applicable Laws.

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                          (iii)     ADMINISTRATION WITH RESPECT TO OTHER
PERSONS. With respect to grants of Options to Employees or Consultants who
are neither directors nor officers of the Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board,
which Committee shall be constituted in such a manner as to satisfy the
Applicable Laws.

                           (iv)     GENERAL.  Once a Committee has been
appointed pursuant to subsection (ii) or (iii) of this Section 4(a), such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. From time to time the Board may increase the size of
any Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill
vacancies (however caused) and remove all members of a Committee and
thereafter directly administer the Plan, all to the extent permitted by the
Applicable Laws and, in the case of a Committee appointed under subsection
(ii), to the extent permitted by Rule 16b-3, and to the extent required under
Section 162(m) of the Code to qualify grants of Options to Named Executives
as performance-based compensation.

                  (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, the Administrator shall have the authority, in
its discretion:

                            (i)     to determine the Fair Market Value of the
Common Stock, in accordance with Section 2(l) of the Plan;

                           (ii)     to select the Employees and Consultants
to whom Options may from time to time be granted hereunder;

                          (iii)     to determine whether and to what extent
Options are granted hereunder;

                           (iv)     to determine the number of shares of
Common Stock to be covered by each such award granted hereunder;

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

                           (vi)     to determine the terms and conditions,
not inconsistent with applicable laws and regulations and the terms of the
Plan, of any award granted hereunder (including, but not limited to, the
share price and any restriction or limitation regarding any Option and/or the
shares of Common Stock relating thereto, based in each case on such factors
as the Administrator shall determine, in its sole discretion);

                          (vii)     to determine whether, to what extent and
under what circumstances Common Stock and other amounts payable with respect
to an award under this Plan shall be deferred either automatically or at the
election of the participant (including providing for and determining the
amount, if any, of any deemed earnings on any deferred amount during any
deferral period); and

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                         (viii) 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 shall have declined since the date the Option was
granted;

                  (c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options.

         5.       ELIGIBILITY.

                  (a) Nonstatutory Stock Options may be granted only to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option may, if
he or she is otherwise eligible, be granted an additional Option or Options.

                  (b) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
Fair Market Value of Stock Options that are exercisable for the first time by
an Optionee during any calendar year (under all plans of the Company or any
Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated
as Nonstatutory Stock Options.

                  (c) For purposes of Section 5(b), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

                  (d) The Plan shall not confer upon any Optionee any right
with respect to continuation of employment or consulting relationship with
the Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship
at any time, with or without cause.

         6. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of the
Company as described in Section 17 of the Plan. It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 13 of the
Plan.

         7. TERM OF OPTION. The term of each Option shall be the term stated
in the Option Agreement; provided, however, that in the case of an Incentive
Stock Option, the term shall be no more than ten (10) years from the date of
grant thereof or such shorter term as may be provided in the Option
Agreement. However, 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 thereof or such shorter term as may be provided
in the Option Agreement.

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         8.       OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a) The per Share exercise price for the Shares to be
issued pursuant to 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 the grant of such Incentive Stock 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 per Share exercise price shall
be no less than 110% of the Fair Market Value per Share on the date of grant.

                                    (B) granted to any 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 person who, at the
time of the 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 per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of the grant.

                                    (B) granted to a person who, at the time
of grant of such Option, is a Named Executive of the Company, the per share
Exercise Price shall be no less than 100% of the Fair Market Value on the
date of grant;

                                    (C) granted to any person other than a
Named Executive, the per Share exercise price shall be no less than 85% of
the Fair Market Value per Share on the date of grant.

                          (iii)     In the case of an Option granted on or
after the effective date of registration of any class of equity security of
the Company pursuant to Section 12 of the Exchange Act and prior to six
months after the termination of such registration, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the
date of grant.

                  (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) and may consist entirely of
(1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the
case of Shares acquired upon exercise of an Option either have been owned by
the Optionee for more than six months on the date of surrender or were not
acquired, directly or indirectly, from the Company, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised, (5) delivery of a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to

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<PAGE>

the Company the amount of sale or loan proceeds required to pay the exercise
price, (6) delivery of an irrevocable subscription agreement for the Shares
which irrevocably obligates the option holder to take and pay for the Shares
not more than twelve months after the date of delivery of the subscription
agreement, (7) any combination of the foregoing methods of payment, or (8)
such other consideration and method of payment for the issuance of Shares to
the extent permitted under Applicable Laws. 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 at such times and under such
conditions as determined by the Administrator, including performance criteria
with respect to the Company and/or the Optionee, and as shall be permissible
under the terms of the Plan; provided, however, that such Option shall become
exercisable at the rate of at least twenty percent (20%) per year over five
(5) years from the date the Option is granted. In the event that any of the
Shares issued upon exercise of an Option should be subject to a right of
repurchase in the Company's favor, such repurchase right shall lapse at the
rate of at least twenty percent (20%) per year over five (5) years from the
date the Option is granted. Notwithstanding the above, in the case of an
option granted to an officer, director or consultant of the Company or any
Parent or Subsidiary of the Company, the option may be fully exercisable, or
the repurchase right may lapse in its entirety, at any time or during any
period established by the Administrator.

                           An Option may not be exercised for a fraction of a
Share.

                           An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to exercise the Option
and full payment for the Shares with respect to which the Option is exercised
has been received by the Company. Full payment may, as authorized by the
Administrator, consist of any consideration and method of payment allowable
under Section 8(b) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Company shall issue (or cause to be issued)
such stock certificate promptly upon exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 11
of the Plan.

                           Exercise of an Option in any manner shall result
in a decrease in the number of Shares which thereafter may be 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.

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<PAGE>

                  (b) TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT. In
the event of termination of an Optionee's Continuous Status as an Employee or
Consultant, such Optionee may, but only within three (3) months (or such
other period of time, not exceeding three (3) months in the case of an
Incentive Stock Option or six (6) months in the case of a Nonstatutory Stock
Option, as is determined by the Administrator, with such determination in the
case of an Incentive Stock Option being made at the time of grant of the
Option) after the date of such termination (but in no event later than the
date of expiration of the term of such Option as set forth in the Option
Agreement), exercise his or her Option to the extent that he or she was
entitled to exercise it at the date of such termination. To the extent that
the Optionee was not entitled to exercise the Option at the date of such
termination, or if the Optionee does not exercise such Option (which the
Optionee was entitled to exercise) within the time specified herein, the
Option shall terminate.

                  (c)      DISABILITY OF OPTIONEE.

                          (i)       Notwithstanding the provisions of Section
9(b) above, in the event of termination of an Optionee's Continuous Status as
an Employee or Consultant as a result of his or her total and permanent
disability (within the meaning of Section 22(e)(3) of the Code), Optionee
may, but only within twelve (12) months from the date of such termination
(but in no event later than the expiration date of the term of such Option as
set forth in the Option Agreement), exercise the Option to the extent
otherwise entitled to exercise it at the date of such termination. To the
extent that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.

                         (ii)       In the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of a
disability which does not fall within the meaning of total and permanent
disability (as set forth in Section 22(e)(3) of the Code), Optionee may, but
only within six (6) months from the date of such termination (but in no event
later than the expiration date of the term of such Option as set forth in the
Option Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination. However, to the extent that such
Optionee fails to exercise an Option which is an Incentive Stock Option
("ISO") (within the meaning of Section 422 of the Code) within three (3)
months of the date of such termination, the Option will not qualify for ISO
treatment under the Code. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not
exercise such Option to the extent so entitled within six months (6) from the
date of termination, the Option shall terminate.

                  (d) DEATH OF OPTIONEE. In the event of the death of an
Optionee:

                            (i)     during the term of the Option who is at
the time of his or her death an Employee or Consultant of the Company and who
shall have been in Continuous Status as an Employee or Consultant since the
date of grant of the Option, the Option may be exercised, at any time within
six (6) months (or such other period of time, not exceeding six months, as is

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determined by the Administrator, with such determination in the case of an
Incentive Stock Option being made at the time of grant of the Option)
following the date of death (but in no event later than the date of
expiration of the term of such Option as set forth in the Option Agreement),
by the Optionee's estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent of the right to
exercise that would have accrued had the Optionee continued living and
remained in Continuous Status as an Employee or Consultant twelve (12) months
(or such other period of time not exceeding twelve (12) months as is
determined in the case of an Incentive Stock Option at the time of grant of
the Option) after the date of death, subject to the limitation set forth in
Section 5(b); or

                           (ii)     within three (3) months (or such other
period of time not exceeding three (3) months as is determined by the
Administrator, with such determination in the case of an Incentive Stock
Option being made at the time of grant of the Option) after the termination
of Continuous Status as an Employee or Consultant, the Option may be
exercised, at any time within six (6) months following the date of death (but
in no event later than the date of expiration of the term of such Option as
set forth in the Option Agreement), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had accrued at the date of
termination.

                  (e) RULE 16b-3. Options granted to persons subject to
Section 16(b) of the Exchange Act must comply with Rule 16b-3 and shall
contain such additional conditions or restrictions as may be required
thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

                  (f) EXTENSION OF EXERCISE PERIOD. The Administrator shall
have full power and authority to extend the period of time for which an
option is to remain exercisable following termination of an Optionee's
Continuous Status as an Employee or Consultant from the periods set forth in
Sections 9(b), 9(c) and 9(d) above or in the Option Agreement to such greater
time as the Board shall deem appropriate, PROVIDED, that in no event shall
such option be exercisable later than the date of expiration of the term of
such Option as set forth in the Option Agreement.

         10. NON-TRANSFERABILITY OF OPTIONS. The Option 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. The designation
of a beneficiary by an Optionee does not constitute a transfer. An Option may
be exercised, during the lifetime of the Optionee, only by the Optionee or a
transferee permitted by this Section 10.

         11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to
any required action by the shareholders of the Company, the number of shares
of Common Stock covered by each outstanding Option, and the number of shares
of Common Stock which have been authorized for issuance under the Plan but as
to which no Options have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, and the price per share of
Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting

                                  9

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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; provided, however, that 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 Administrator, 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.

         In the event of the proposed dissolution or liquidation of the
Company, the Board shall notify the Optionee at least fifteen (15) days prior
to such proposed action. To the extent it has not been previously exercised,
the Option will terminate immediately prior to the consummation of such
proposed action. In the event of a proposed sale of all or substantially all
of the Company's assets or a merger of the Company with or into another
corporation where the successor corporation issues its securities to the
Company's shareholders, each outstanding Option shall be assumed or an
equivalent option or right shall be substituted by such successor corporation
or a parent or subsidiary of such successor corporation, unless the successor
corporation does not agree to assume the Option or to substitute an
equivalent option, in which case such Option shall terminate upon the
consummation of the merger or sale of assets.

         12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall,
for all purposes, be the date on which the Administrator makes the
determination granting such Option or such other date as is determined by the
Administrator. Notice of the determination shall be given to each Employee or
Consultant to whom an Option is so granted within a reasonable time after the
date of such grant.

         13.      AMENDMENT AND TERMINATION OF THE PLAN.

                  (a) AMENDMENT AND TERMINATION. The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable; provided that, the following revisions or amendments shall require
approval of the shareholders of the Company in the manner described in
Section 17 of the Plan:

                            (i)     any increase in the number of Shares
subject to the Plan, other than in connection with an adjustment under
Section 11 of the Plan; or

                           (ii)     any change in the designation of the
class of persons eligible to be granted Options.

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<PAGE>

                  (b) SHAREHOLDER APPROVAL. If any amendment requiring
shareholder approval under Section 13(a) of the Plan is made subsequent to
the first registration of any class of equity securities by the Company under
Section 12 of the Exchange Act, such shareholder approval shall be solicited
as described in Section 17 of the Plan.

                  (c) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment
or termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee
and the Board, which agreement must be in writing and signed by the Optionee
and the Company.

         14. CONDITIONS UPON ISSUANCE OF SHARES. 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 pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval
of counsel for the Company with respect to such compliance.

              As a condition to the exercise of an Option, the Company 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 by any of the aforementioned relevant provisions of law.

         15. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

             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.

         16. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

         17.      SHAREHOLDER APPROVAL.

                  (a) Continuance of the Plan shall be subject to approval by
the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted.

                  (b) If and in the event that the Company registers any
class of equity securities pursuant to Section 12 of the Exchange Act, any
required approval of the shareholders of the

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Company obtained after such registration shall be solicited substantially in
accordance with Section 14(a) of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (c) If any required approval by the shareholders of the
Plan itself or of any amendment thereto is solicited at any time otherwise
than in the manner described in Section 17(b) hereof, then the Company shall,
at or prior to the first annual meeting of shareholders held subsequent to
the later of (1) the first registration of any class of equity securities of
the Company under Section 12 of the Exchange Act or (2) the granting of an
Option hereunder to an officer or director after such registration, do the
following:

                            (i)     furnish in writing to the holders
entitled to vote for the Plan or amendment substantially the same information
which would be required (if proxies to be voted with respect to approval or
disapproval of the Plan or amendment were then being solicited) by the rules
and regulations in effect under Section 14(a) of the Exchange Act at the time
such information is furnished; and

                           (ii) file with, or mail for filing to, the
Securities and Exchange Commission four copies of the written information
referred to in subsection (i) hereof not later than the date on which such
information is first sent or given to shareholders.

                  (d) The Company's failure to comply with subsection (c)
above shall not affect the validity of any options properly granted under the
Plan; provided, however, that any Optionee subject to Section 16 of the
Exchange Act shall comply with any limitations imposed by the Exchange Act
with respect to the exercise of the Option and transfer or other disposition
of the Optioned Stock.

         18. INFORMATION TO OPTIONEES. The Company shall provide to each
Optionee, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports which are provided to all
shareholders of the Company. The Company shall not be required to provide
such information if the issuance of Options under the Plan is limited to key
employees whose duties in connection with the Company assure their access to
equivalent information.

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