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                             CHANGEPOINT CORPORATION

                             1999 STOCK OPTION PLAN

1.       PURPOSE OF PLAN

         1.1      The purpose of this Plan (the "Plan") is to attract, retain
                  and motivate persons as directors, officers, employees and
                  consultants of Changepoint Corporation (the "Corporation") and
                  its affiliated corporations and to advance the interests of
                  the Corporation by providing such persons with the
                  opportunity, through share options, to acquire an increased
                  proprietary interest in the Corporation. Those provisions of
                  the Plan which make express reference to Section 422 of the
                  United States Internal Revenue Code of 1986, as amended or
                  replaced from time to time, shall apply only to Incentive
                  Stock Options (as that term is defined in the Plan). The Plan
                  was adopted by the Board of Directors of the Corporation
                  effective as of August 1, 1999.

2.       DEFINED TERMS

         Where used herein, the following terms shall have the following
meanings, respectively:

         2.1      "Affiliate" means any corporation which is an affiliate body
                  corporate (within the meaning of subsection 1(4) of the
                  Business Corporations Act (Ontario) as such provision is from
                  time to time amended, varied or re-enacted) of the
                  Corporation.

         2.2      "Board" means the board of directors of the Corporation or, if
                  established and duly authorised to act, any committee of the
                  Board of directors of the Corporation.

         2.3      "Business Day" means any day, other than a Saturday or a
                  Sunday, on which the applicable stock exchange as set forth in
                  Section 2.11 is open for trading or, if the Shares are not
                  listed and posted for trading on any stock exchange, any day,
                  other than a Saturday or a Sunday, that is not a statutory
                  holiday in the Province of Ontario.

         2.4      "Change of Control" means:

                  (a)      the acquisition or continuing ownership of securities
                           ("Convertible Securities") convertible into,
                           exchangable for or representing the right to acquire
                           shares of the Corporation and/or shares of the
                           Corporation as a result of which a Person
                           beneficially owns shares of the Corporation and/or
                           Convertible Securities such that, assuming only the
                           conversion, exchange or exercise of Convertible
                           Securities beneficially owned by such Person, such
                           Person would beneficially own shares that would
                           entitle the holders thereof to cast more than fifty
                           percent (50%) of the votes attaching to all shares in
                           the capital of the Corporation that may be cast to
                           elect directors of the Corporation; or

                  (b)      the approval by the shareholders of the Corporation
                           of a reorganization, amalgamation, merger or
                           consolidation (a "Reorganization"), other than a
                           Reorganization where all of the members of the board
                           of directors of the Corporation resulting from such
                           Reorganization (the "Resulting Corporation") are
                           Incumbent Directors with respect to the Corporation
                           or

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                                                            Stock Option Plan
                                                                   Page No. 2

                           were approved as directors of the Resulting
                           Corporation by the affirmative vote of at least
                           seventy-five percent (75%) of the Incumbent
                           Directors; or

                  (c)      the approval by the shareholders of the Corporation
                           of (i) a dissolution or winding-up of the
                           Corporation, or (ii) a sale or other disposition (
                           "Sale") of all or substantially all of the assets of
                           the Corporation, other than a Sale to a corporation
                           (the "Purchaser") where following such Sale, all of
                           the members of the Board of Directors of the
                           Purchaser are Incumbent Directors with respect to the
                           Corporation or were approved as directors of the
                           Purchaser by the affirmative vote of at least
                           seventy-five percent (75%) of the Incumbent
                           Directors.

         2.5      "Code" means the United States Internal Revenue Code of 1986,
                  as amended or replaced from time to time.

         2.6      "Consultant" means an individual, other than an employee, a
                  director or an officer of the Corporation or its Affiliate,
                  that:

                  (a)      is engaged to provide on a bona fide basis
                           consulting, technical, management or other services
                           to the Corporation or to an Affiliate under a written
                           contract between the Corporation or the Affiliate and
                           the individual or a company or partnership of which
                           the individual is an employee, shareholder or
                           partner; and

                  (b)      in the reasonable opinion of the Corporation, spends
                           or will spend a significant amount of time and
                           attention on the affairs and business of the
                           Corporation or an Affiliate.

         2.7      "Corporation" means Changepoint Corporation and includes any
                  successor corporation thereto.

         2.8      "Incentive Stock Option" means an incentive stock option which
                  is intended to meet the requirements of Section 422 of the
                  Code.

         2.9      "Incumbent Director" means any member of the board of
                  directors of the Corporation who is a member of the board of
                  directors of the Corporation as of the date hereof and any
                  successor to an Incumbent Director who is recommended or
                  elected or appointed to succeed any Incumbent Director by the
                  affirmative vote of the directors when that affirmative vote
                  includes the affirmative vote of a majority of the Incumbent
                  Directors then on the board of directors of the Corporation;

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                                                            Stock Option Plan
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         2.10     "Insider" means:

                  2.10.1   an insider as defined under Section 1(1) of the
                           SECURITIES ACT (ONTARIO), other than a person who
                           falls within that definition solely by virtue of
                           being a director or senior officer of an Affiliate;
                           and

                  2.10.2   an associate as defined under Section 1(1) of the
                           SECURITIES ACT (ONTARIO) of any person who is an
                           insider by virtue of Section 2.10.1 above.

         2.11     "Market Price" at any date in respect of the Shares shall be
                  the closing price of such Shares on such stock exchange or
                  automated quotation service in Canada or the United States on
                  which such Shares are listed and posted for trading as may be
                  selected for such purpose by the board (the "Exchange") on the
                  last Business Day preceding the date on which the Option is
                  approved by the Board. In the event that such Shares did not
                  trade on such Business Day, the Market Price shall be the
                  average of the bid and ask prices in respect of such Shares at
                  the close of trading on such date. In the event that such
                  Shares are not listed and posted for trading on any Exchange,
                  the Market Price shall be the fair market value of such Shares
                  as determined by the Board, having regard to generally
                  accepted valuation principles.

         2.12     "Non-Qualified Option" means a non-statutory option which is
                  not intended to meet the requirements of Section 422 of the
                  Code.

         2.13     "Option" means an option to purchase Shares granted under the
                  Plan.

         2.14     "Option Price" means the price per Share at which Shares may
                  be purchased under the Option, as the same may be adjusted
                  from time to time in accordance with Article 9.

         2.15     "Optionee" means a person to whom an Option has been granted.

         2.16     "Parent" means a parent corporation within the meaning of
                  Section 424(e) of the Code.

         2.17     "Person" means a person, group of persons or persons acting
                  joint or in concert, or persons associated or affiliated with
                  the meaning of the Business Corporation Act (Ontario) with any
                  such person, group of persons or any of such persons acting
                  jointly or in concert, and the term "person" as used in this
                  definition shall have the meaning ascribed thereto in the
                  Business Corporations Act (Ontario).

         2.18     "Plan" means the Changepoint Corporation 1999 Stock Option
                  Plan, as the same may be amended or varied from time to time.

         2.19     "Share Compensation Arrangement" means any stock option, stock
                  option plan, employee stock purchase plan or any other
                  compensation or incentive mechanism involving the issuance or
                  potential issuance of Shares, including a share purchase from
                  treasury which is financially assisted by the Corporation by
                  way of a loan, guarantee or otherwise.

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                                                            Stock Option Plan
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         2.20     "Shares" means the common shares of the Corporation or, in the
                  event of an adjustment contemplated by Article 9, such other
                  shares or securities to which an Optionee may be entitled upon
                  the exercise of an Option as a result of such adjustment.

         2.21     "Subsidiary" means a subsidiary corporation within the meaning
                  of Section 424(f) of the Code.

3.       TYPE OF OPTIONS AND ADMINISTRATION OF THE PLAN

         3.1      Options granted pursuant to the Plan shall be authorized by
                  action of the Board and may be either Incentive Stock Options
                  or Non-Qualified Options.

         3.2      The Plan shall be administered by the Board in accordance with
                  applicable laws and regulatory requirements including, without
                  limitation, requirements imposed pursuant to applicable
                  securities and tax laws in Canada and the United States.

         3.3      The Board shall have the power, where consistent with the
                  general purpose and intent of the Plan and subject to the
                  specific provisions of the Plan:

                  3.3.1    To establish policies and to adopt rules and
                           regulations for carrying out the purposes, provisions
                           and administration of the Plan.

                  3.3.2    To interpret and construe the Plan and to determine
                           all questions arising out of the Plan and any Option
                           granted pursuant to the Plan and any such
                           interpretation, construction or determination made by
                           the Board shall be final, binding and conclusive for
                           all purposes.

                  3.3.3    To determine which persons are granted Options and
                           the number of Shares covered by each Option.

                  3.3.4    To determine the Option Price.

                  3.3.5    To determine the time or times when Options will be
                           granted and exercisable.

                  3.3.6    To determine if the Shares which are subject to an
                           Option will be subject to any restrictions upon the
                           exercise of such Option.

                  3.3.7    To grant Options and to prescribe the form of the
                           instruments relating to the grant, exercise and other
                           terms of Options.

4.       SHARES SUBJECT TO THE PLAN

         4.1      Options may be granted in respect of authorised and unissued
                  Shares provided that, subject to the increase by the Board and
                  the receipt of any and all requisite approvals, the maximum
                  aggregate number of Shares which may be purchased upon the
                  exercise of all Options granted under the Plan shall not
                  exceed 2,000,000, subject to adjustment or increase of such
                  number pursuant to the provisions of Article 9. Shares in
                  respect of which Options have expired or otherwise been
                  cancelled shall be

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                                                            Stock Option Plan
                                                                   Page No. 5

                  available for subsequent Options under the Plan. No
                  fractional Shares may be purchased or issued under the Plan.

5.       ELIGIBILITY; GRANT; TERMS OF OPTIONS

         5.1      Options may be granted to directors, officers, full-time and
                  part-time employees and Consultants of the Corporation or of
                  any Affiliate, provided that Incentive Stock Options may only
                  be granted to individuals who are employees (within the
                  meaning of Section 3401(c) of the Code) of the Corporation or
                  any Affiliate. Non-Qualified Options may also be granted to a
                  corporation of which a Consultant is an employee or a
                  shareholder or to a partnership of which a Consultant is an
                  employee or partner, and reference herein to a grant of an
                  Option to a Consultant shall include a grant to such
                  corporation or partnership.

         5.2      Options may be granted by the Corporation pursuant to the
                  recommendations of the President of the Corporation from time
                  to time provided and to the extent that such decisions are
                  approved by the Board.

         5.3      Subject as herein and otherwise specifically provided in this
                  Article 5, the number of Shares subject to each Option, the
                  Option Price, the expiration date of each Option, the extent
                  to which each Option shall vest and be exercisable from time
                  to time during the term of the Option and other terms and
                  conditions relating to each such Option shall be determined by
                  the Board, provided, that all such terms and provisions shall
                  not be inconsistent with the requirements of applicable law
                  and shall not cause any Incentive Stock Option granted under
                  the Plan to fail to qualify as an Incentive Stock Option
                  within the meaning of Section 422 of the Code. At no time
                  shall the period during which an Option shall be exercisable
                  exceed ten (10) years.

         5.4      Except as provided in Section 8.1(c) hereof with respect to
                  Incentive Stock Options, in the event that no specific
                  determination otherwise is made by the Board, the period
                  during which an Option shall be exercisable shall be ten (10)
                  years from the date the Option is granted to the Optionee.

         5.5      Subject to the provisions of Section 8.1(b) hereof with
                  respect to Incentive Stock Options, the Option Price of Shares
                  which are the subject of any Option shall in no circumstances
                  be lower than the Market Price of the Shares at the date of
                  the grant of the Option.

         5.6      The maximum number of Shares which may be reserved for
                  issuance to any one Optionee under this Plan or under any
                  other Share Compensation Arrangement shall not exceed five
                  percent (5%) of the Shares outstanding at the date of the
                  grant (on a non-diluted basis).

         5.7      The maximum number of Shares which may be reserved for
                  issuance to Insiders under the Plan or under any other Share
                  Compensation Arrangement shall be ten percent (10%) of the
                  Shares outstanding at the date of the grant (on a non-diluted
                  basis).

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                                                            Stock Option Plan
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         5.8      The maximum number of Shares which may be issued to any one
                  Insider and such Insider's associates under the Plan and any
                  other Share Compensation Arrangement in any 12 month period
                  shall be five percent (5%) of the Shares outstanding at the
                  date of the issuance (on a non-diluted basis). The maximum
                  number of Shares which may be issued to any Insiders under the
                  Plan and any other Share Compensation Arrangement in any
                  twelve (12) month period shall be ten percent (10%) of the
                  Shares outstanding at the date of the issuance (on a
                  non-diluted basis).

         5.9      Any entitlement to acquire Shares granted pursuant to the Plan
                  or any other Share Compensation Arrangement prior to the
                  Optionee becoming an Insider shall be excluded for the
                  purposes of the limits set out in Sections 5.7 and 5.8 above.

         5.10     An Option is personal to the Optionee and may not in any
                  circumstances be assigned, sold, transferred, pledged or
                  otherwise disposed of or encumbered.

6.       CHANGE OF CONTROL OR TERMINATION OF DIRECTORSHIP, EMPLOYMENT OR
         CONSULTANCY; DEATH

         6.1      a)       Subject to any express resolution passed by the Board
                           with respect to an Option, in the event that there
                           occurs a Change of Control and the Shares are not
                           listed and posted for trading on any Exchange, then
                           the Optionee, if so required by the Corporation by
                           notice in writing delivered to the Optionee prior to
                           the effective time of the Change of Control (the
                           "Effective Time"), shall at the Effective Time
                           exercise all of the Options held by the Optionee and,
                           concurrent with such exercise, the Corporation shall
                           purchase from the Optionee, at the greater of the
                           Option Price and Market Price of the Options, all of
                           the Shares issued to the Optionee upon such exercise.

                  (b)      Subject to the provisions of Section 8(d) hereof with
                           respect to Incentive Stock Options and any express
                           resolution passed by the Board with respect to an
                           Option, in the event that the Optionee ceases for any
                           reason, including resignation, termination,
                           disability or death, to be any of a director,
                           officer, employee or Consultant of the Corporation or
                           of any Affiliate (a "Termination"), the following
                           shall apply:

                           (i)      if the Shares are not listed and posted for
                                    trading on any Exchange, then the Optionee,
                                    if so required by the Corporation by notice
                                    in writing delivered to the Optionee prior
                                    to the expiry of ninety (90) days from the
                                    date of the Termination, shall forthwith
                                    upon receipt of such notice exercise all of
                                    the Options held by the Optionee and,
                                    concurrent with such exercise, the
                                    Corporation shall purchase from the
                                    Optionee, at the greater of the Option Price
                                    and the Market Price of such Options, all of
                                    the Shares issued to the Optionee upon such
                                    exercise; and

                           (ii)     if the Shares are listed and posted for
                                    trading on any Exchange, then any and all
                                    Options held by the Optionee which are then
                                    otherwise exercisable shall automatically
                                    expire and cease to be exercisable upon the
                                    expiry of ninety (90) days from the date of
                                    the Termination, unless the Termination was
                                    due to the death or disability of the

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                                                            Stock Option Plan
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                                    Optionee, in which case such Options shall
                                    automatically expire and cease to be
                                    exercisable upon the expiry of one hundred
                                    and eighty (180) days from the date of the
                                    Termination.

                  (c)      In the event that an Optionee fails to exercise an
                           Option in accordance with the provisions of this
                           Section 6.1, such Options shall immediately expire
                           and cease to be exercisable.

         6.2      Notwithstanding any other provision hereof, an Option which
                  has not yet vested shall:

                  (i)      automatically expire immediately upon the occurrence
                           of a Termination; and

                  (ii)     immediately upon the occurrence of a Change of
                           Control be subject to cancellation by the
                           Corporation, in its sole and exclusive discretion, at
                           any time, provided that if the Corporation elects to
                           cancel an unvested Option upon a Change of Control it
                           shall provide the Optionee with money or property,
                           including but not limited to securities of the
                           Corporation or another corporation, of substantially
                           equivalent value to that of the cancelled Option,
                           such value to be determined by the Board, having
                           regard to generally accepted valuation principles.

         6.3      In the event the Corporation purchases or cancels an Option
                  pursuant to Section 6.1 or 6.2 above, the Corporation shall be
                  entitled to withhold from any and all amounts payable to the
                  Optionee all amounts required by law to be deducted at source,
                  including but not limited to income taxes, pension plan
                  premiums and unemployment insurance premiums.

7.       EXERCISE OF OPTIONS

         7.1      Subject to the provisions of the Plan, an Option may be
                  exercised from time to time by delivery to the Corporation at
                  its registered office of a written notice of exercise
                  addressed, and satisfactory in form and substance, to the
                  Secretary of the Corporation specifying the number of Shares
                  with respect to which the Option is being exercised and
                  accompanied by payment in full, in the manner approved by the
                  Board, of the Option Price of the Shares to be purchased.
                  Certificates for such Shares shall be issued and delivered to
                  the Optionee within a reasonable period of time following the
                  receipt of such notice and payment.

         7.2      Notwithstanding any of the provisions contained in the Plan or
                  in any Option, the Corporation's obligation to issue Shares to
                  an Optionee pursuant to the exercise of an Option shall be
                  subject to:

                  7.2.1    completion of such registration or other
                           qualification of such Shares (or the availability of
                           an exemption therefrom) or obtaining approval of such
                           governmental or regulatory authority as counsel to
                           the Corporation shall reasonably determine to be
                           necessary or advisable in connection with the
                           authorization, issuance or sale thereof;

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                                                            Stock Option Plan
                                                                   Page No. 8

                  7.2.2    the admission of such Shares to listing on the
                           Exchange, if applicable;

                  7.2.3    the receipt from the Optionee of an agreement and
                           undertaking, in form and substance satisfactory to
                           counsel to the Corporation, to be bound by the terms
                           of any unanimous shareholder agreement then in effect
                           among the shareholders of the Corporation; and

                  7.2.4    the receipt from the Optionee of such
                           representations, agreements and undertakings,
                           including as to future dealings in such Shares, as
                           counsel to the Corporation reasonably determines to
                           be necessary or advisable in order to safeguard
                           against the violation of the laws of any
                           jurisdiction.

8.       INCENTIVE STOCK OPTIONS

         8.1      Options granted under the Plan which are intended to be
                  Incentive Stock Options shall be subject to the following
                  additional terms and conditions:

                  (a)      All Incentive Stock Options granted under the Plan
                           shall, at the time of grant, be specifically
                           designated as such in the option agreement covering
                           such Incentive Stock Options.

                  (b)      The Option Price of an Incentive Stock Option, shall
                           not be less than 100% of the Market Price of the
                           Shares at the time of grant of such Option, or less
                           than 110% of such Fair Market Value in the case of
                           Options described in Section 8(c) hereof.

                  (c)      If any employee to whom an Incentive Stock Option is
                           to be granted under the Plan is, at the time of the
                           grant of such Option, the owner of Shares possessing
                           more than 10% of the total combined voting power of
                           all classes of shares of the Corporation (after
                           taking into account the attribution of stock
                           ownership rules of Section 424(d) of the Code), then
                           the following special provisions shall be applicable
                           to the Incentive Stock Option granted to such
                           individual:

                           (i)      the purchase price per Share subject to such
                                    Incentive Stock Option shall not be less
                                    than 110% of the Market Price of one Share
                                    at the time of grant; and

                           (ii)     the option exercise period shall not exceed
                                    five (5) years from the date of grant.

                  (d)      For so long as the Code shall so provide, options
                           granted to any employee under the Plan (and any other
                           incentive stock option plans of the Corporation)
                           which are intended to constitute Incentive Stock
                           Options shall not constitute Incentive Stock Options
                           to the extent that such options, in the aggregate,
                           become exercisable for the first time in any one
                           calendar

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                                                            Stock Option Plan
                                                                   Page No. 9

                           year for Shares with an aggregate Market Price , as
                           of the respective date or dates of grant, of more
                           than $100,000.

                  (e)      No Incentive Stock Option may be exercised unless, at
                           the time of such exercise, the Optionee is, and has
                           been continuously since the date of grant of his or
                           her Option, employed by the Corporation or its Parent
                           or Subsidiary, except that:

                           (i)      an Incentive Stock Option may be exercised
                                    within the period of three (3) months after
                                    the date the Optionee ceases to be an
                                    employee of the Corporation or its Parent or
                                    Subsidiary(or within such lesser period as
                                    may be specified in the applicable option
                                    agreement), to the extent it is otherwise
                                    exercisable at the time of such cessation,

                           (ii)     if the Optionee dies while in the employ of
                                    the Corporation or its Parent or Subsidiary,
                                    or within three (3) months after the
                                    Optionee ceases to be such an employee, the
                                    Incentive Stock Option may be exercised by
                                    the person to whom it is transferred by will
                                    or the laws of descent and distribution
                                    within the period of one (1) year after the
                                    date of death (or within such lesser period
                                    as may be specified in the applicable option
                                    agreement), to the extent it is otherwise
                                    exercisable at the time of the Optionee's
                                    death, and

                           (iii)    if the Optionee becomes disabled (within the
                                    meaning of Section 22(e)(3) of the Code or
                                    any successor provisions thereto) while in
                                    the employ of the Corporation or its Parent
                                    or Subsidiary, the Incentive Stock Option
                                    may be exercised within the period of one
                                    (1) year after the date the Optionee ceases
                                    to be such an employee because of such
                                    disability (or within such lesser period as
                                    may be specified in the applicable option
                                    agreement), to the extent it is otherwise
                                    exercisable at the time of such cessation.

                  For all purposes of the Plan and any Option granted hereunder,
                  "employment" shall be defined in accordance with the
                  provisions of United States Department of Treasury Regulations
                  Section 1.421-7(h) (or any successor regulations).
                  Notwithstanding the foregoing provisions, no Incentive Stock
                  Option may be exercised after its expiration date.

9.       CERTAIN ADJUSTMENTS

         9.1      Appropriate adjustments in the number of Shares subject to the
                  Plan, and as regards Options granted or to be granted, in the
                  number of Shares optioned and in the Option Price shall be
                  made by the Board to give effect to adjustments in the number
                  of Shares of the Corporation resulting from subdivisions,
                  consolidations or reclassifications of the Shares of the
                  Corporation, the payment of stock dividends or cash dividends
                  by the Corporation (other than dividends in the ordinary
                  course), the

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                                                            Stock Option Plan
                                                                  Page No. 10

                  distribution of securities, property or assets by way of
                  dividend or otherwise (other than dividends in the ordinary
                  course), or other relevant changes in the capital stock of
                  the Corporation, subsequent to the approval of the Plan by
                  the Board.

10.               WITHHOLDING

         10.1     The Corporation shall have the right to deduct and withhold
                  from payments or distributions of any kind otherwise due to
                  the Optionee any United States or Canadian federal, state,
                  provincial or local taxes of any kind required by law to be so
                  deducted and withheld with respect to any Shares issued upon
                  exercise of Options under the Plan. Subject to the prior
                  approval of the Corporation, which may be withheld by the
                  Corporation in its sole discretion, the Optionee may elect to
                  satisfy such obligations, in whole or in part by (i) causing
                  the Corporation to withhold Shares otherwise issuable pursuant
                  to the exercise of an Option, (ii) delivering to the
                  Corporation Shares already owned by the Optionee, or (iii)
                  delivering to the Corporation cash or a cheque to the order of
                  the Corporation in an amount equal to the amount required to
                  be so deducted and withheld. The Shares delivered in
                  accordance with method (ii) above or withheld in accordance
                  with method (i) above shall have a Market Price equal to such
                  withholding obligation as of the date that the amount of tax
                  to be withheld is to be determined. An Optionee who has made
                  (with the Corporation's approval) an election pursuant to
                  method (i) or (ii) of this Section 10.1 may only satisfy his
                  or her withholding obligation with Shares which are not
                  subject to any repurchase, forfeiture, unfulfilled vesting or
                  other similar requirements.

         10.2     The acceptance of Shares upon exercise of an Incentive Stock
                  Option shall constitute an agreement by the Optionee (i) to
                  notify the Corporation if any or all of such Shares are
                  disposed of by the Optionee within two (2) years from the date
                  the Option was granted or within one (1) year from the date
                  the Shares were issued to the Optionee pursuant to the
                  exercise of the Option, and (ii) if required by law, to remit
                  to the Corporation, at the time of and in the case of any such
                  disposition, an amount sufficient to satisfy the Corporation's
                  federal, state, provincial, local or other withholding tax
                  obligations with respect to such disposition, whether or not,
                  as to both (i) and (ii), the Optionee is in the employ of the
                  Corporation or its Affiliate at the time of such disposition.

11.      AMENDMENT OR DISCONTINUANCE OF PLAN

         11.1     Subject to the provisions of Section 13.1 hereof and
                  compliance with all applicable legal and regulatory
                  requirements, the Board may amend or discontinue the Plan at
                  any time, provided however that no such amendment may without
                  the consent of the Optionee alter or impair, in a manner which
                  is materially adverse to the Optionee, any of the terms of any
                  Option previously granted to an Optionee under the Plan.

12.      MISCELLANEOUS PROVISIONS

         12.1     The holder of any Option shall not have any rights as a
                  shareholder of the Corporation with respect to any of the
                  Shares covered by such Option until such

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                                                            Stock Option Plan
                                                                  Page No. 11

                  holder shall have exercised such Option in accordance with
                  the terms of the Plan (including tendering payment in full
                  of the Option Price of the Shares in respect of which the
                  Option is being exercised) and the Corporation shall be
                  obliged to issue such Shares to the Optionee in accordance
                  with the terms of the Plan.

         12.2     Nothing in the Plan or any Option shall confer upon an
                  Optionee any right to continue in the employ of the
                  Corporation or any Affiliate or affect in any way the right of
                  the Corporation or any Affiliate to terminate his employment
                  at any time. Nor shall anything in the Plan or any Option be
                  deemed or construed to constitute an agreement or an
                  expression of intent, on the part of the Corporation or any
                  Affiliate to extend the employment of any Optionee beyond the
                  time which he would normally be retired pursuant to the
                  provisions of any present or future retirement plan of the
                  Corporation or any Affiliate or beyond the time at which he
                  would otherwise be retired pursuant to the provisions of any
                  contract of employment with the Corporation or any Affiliate.

         12.3     Each Optionee shall have the sole responsibility for
                  understanding the income tax consequences and the calculation
                  and payment of any income tax liability resulting from the
                  exercise of an Option granted hereunder and the sale of Shares
                  issued by the Corporation pursuant to the exercise of an
                  Option.

13.      EFFECTIVE DATE AND REGULATORY APPROVAL

         13.1     The Plan shall become effective as of the date set forth in
                  Section 1.1 hereof, but no Incentive Stock Option granted
                  under the Plan shall become exercisable unless and until the
                  Plan shall have been approved by the shareholders of the
                  Corporation. If such shareholder approval is not obtained
                  within twelve (12) months after the date of the Board's
                  adoption of the Plan, no options previously granted under the
                  Plan shall be deemed to be Incentive Stock Options and no
                  Incentive Stock Options shall be granted thereafter.
                  Amendments to the Plan shall become effective as of the latest
                  of (i) the date of adoption of the amendment by the Board,
                  (ii) the date set forth in the amendment or (iii) in the case
                  of any amendment requiring shareholder approval, the date such
                  amendment is approved by the shareholders of the Corporation.
                  Notwithstanding the foregoing, no Incentive Stock Option
                  granted on or after the effective date of any such amendment
                  requiring shareholder approval to qualify for Incentive Stock
                  Option treatment under Section 422 of the Code shall become
                  exercisable unless and until such amendment shall have been
                  approved by the shareholders of the Corporation. If such
                  shareholder approval is not obtained within twelve (12) months
                  of the Board's adoption of such amendment, no Options granted
                  on or after the effective date of such amendment shall be
                  deemed Incentive Stock Options and no Incentive Stock Options
                  shall be granted thereafter.

         13.2     The Plan shall be subject to the approval of any relevant
                  regulatory authority whose approval is required. Any Options
                  granted prior to such approval shall be conditional upon such
                  approval being given and no such Options may be exercised
                  unless such approval is given.

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                                                            Stock Option Plan
                                                                  Page No. 12

         13.3     The Plan shall terminate automatically ten (10) years after
                  its adoption by the Board. No Shares shall be issued or sold
                  under the Plan after the termination thereof, except upon
                  exercise of an Option granted prior to such termination.