Exhibit 10.4


                           NORTHGATE INNOVATIONS, INC.
                            2004 STOCK INCENTIVE PLAN


     1.  Purpose.  The purpose of the  Northgate  Innovations,  Inc.  2004 Stock
Incentive Plan (the "Plan") is to enhance the ability of Northgate  Innovations,
Inc.  (the  "Company")  and its  Subsidiaries  to attract  and retain  officers,
employees,  directors  and  consultants  of  outstanding  ability and to provide
selected officers, employees,  directors and consultants with an interest in the
Company  parallel to that of the Company's  stockholders.  The term "Company" as
used in this Plan with reference to employment  will include the Company and its
Subsidiaries, as appropriate.

     2. Definitions.

          (a) "Award" means an award  determined in accordance with the terms of
     the Plan.

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

          (c)  "Cause"  means  (i) if a  Participant  is party to an  employment
     agreement or similar agreement with the Company and such agreement includes
     a definition of Cause, the definition  contained therein or (ii) if no such
     employment  or similar  agreement  exists,  it means (A) the  Participant's
     commission of an act of fraud or  embezzlement  against the Company,  (B) a
     good faith finding by the Company of the Participant's  consistent  willful
     dishonesty, gross negligence or misconduct after written notice of such and
     reasonable opportunity to cure, (C) a material breach by the Participant of
     any fiduciary  duty to the Company,  any agreement  between the Company and
     the  Participant  relating to Employee's  employment or any written Company
     employment  policies or rules,  if such breach causes  material harm to the
     Company,  after written notice of such breach and reasonable opportunity to
     cure or (D) the Participant's  conviction for, or his or her plea of guilty
     or nolo  contendere to, a felony under the laws of the United States or any
     state.

          (d) "Change in Control" of the Company means any of the following that
     occurs in a single transaction or series of related  transactions:  (i) the
     direct or indirect sale or exchange by the  stockholders  of the Company of
     more than fifty  percent  (50%) of the voting  stock of the Company  (other
     than the sale or exchange  of such  voting  stock to (A) a trustee or other
     fiduciary holding stock under one or more employee benefit plans maintained
     by the Company,  or (B) any entity that,  immediately prior to such sale or
     exchange,  is owned  directly  or  indirectly  by the  stockholders  of the
     Company in  approximately  the same proportion as their ownership of voting
     stock in the Company  immediately  prior to such sale or exchange);  (ii) a
     merger  or   consolidation   in  which  the  stockholders  of  the  Company
     immediately  before the  transaction do not retain,  immediately  after the
     transaction,  direct or indirect  beneficial  ownership  of more than fifty
     percent (50%) of the total combined voting power of the outstanding  voting
     stock of the Company; (iii) the sale, exchange, lease or transfer of all or
     substantially  all of the assets of the  Company  (unless,  following  such
     transaction,  such  assets are owned by a company  or other  entity and the
     stockholders of the Company  immediately before

<PAGE>

     the transaction have direct or indirect  beneficial  ownership of more than
     fifty percent (50%) of the total  combined  voting power of such company or
     entity) or (iv) the complete liquidation or dissolution of the Company.

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

          (f) "Committee" means a committee of at least two members of the Board
     appointed by the Board to administer  the Plan and to perform the functions
     set forth herein and who are "non-employee directors" within the meaning of
     Rule 16b-3 as promulgated  under Section 16 of the Securities  Exchange Act
     of  1934,  as  amended  (the  "Exchange  Act")  and who are  also  "outside
     directors" within the meaning of Section 162(m) of the Code.

          (g) "Common Stock" means the common stock,  par value $0.03 per share,
     of the Company.

          (h) "Continuous  Service" means that the  Participant's  service as an
     employee,  director or  consultant  with the Company or a Subsidiary is not
     interrupted or terminated. The Participant's Continuous Service will not be
     deemed to have  terminated  merely  because of a change in the  capacity in
     which the Participant  renders service to the Company or a Subsidiary as an
     employee,  director or  consultant  or a change in the entity for which the
     Participant renders such service;  provided, that, there is no interruption
     or  termination  of the  Participant's  Continuous  Service  other  than an
     approved  leave of absence.  The  Committee,  in its sole  discretion,  may
     determine whether Continuous Service will be considered interrupted.

          (i) "Covered  Employee" has the meaning set forth in Section 162(m)(3)
     of the Code.

          (j)  "Disability"  has the same  meaning as provided in any  long-term
     disability  plan  maintained  by the Company or any  Subsidiary  in which a
     Participant then participates (the "LTD Plans"); provided, that, if no such
     plan exists,  it will have the meaning set forth in Section 22(e)(3) of the
     Code.

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

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

          (ii)  If  the  Common  Stock  is  regularly  quoted  by  a  recognized
     securities  dealer but  selling  prices are not  reported,  its Fair Market
     Value will be the mean of the closing  bid and asked  prices for the Common
     Stock on the date prior to the date of  determination  as  reported  in The
     Wall Street Journal or such other source as the Committee  deems  reliable;
     or

                                       2
<PAGE>

          (iii) If the  Common  Stock is not  listed  on any  established  stock
     exchange or a national  market system,  the average of the high and low bid
     quotations  for  the  Common  Stock  on  that  date  prior  to the  date of
     determination as reported by the National Quotation Bureau Incorporated; or

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

          (l) "Immediate Family Member" means, except as otherwise determined by
     the Committee, a Participant's spouse, ancestors and descendants.

          (m) "Incentive  Stock Option" means a stock option that is intended to
     meet the requirements of Section 422 of the Code.

          (n)  "Nonqualified  Stock  Option"  means a stock  option  that is not
     intended to be an Incentive Stock Option.

          (o) "Option" means either an Incentive  Stock Option or a Nonqualified
     Stock Option.

          (p)  "Participant"  means an employee,  director or  consultant of the
     Company or its  Subsidiaries  who is selected to participate in the Plan in
     accordance with Section 5.

          (q)  "Performance  Goals" means or may be expressed in terms of any of
     the following business criteria:  revenue, earnings before interest, taxes,
     depreciation and amortization ("EBITDA"), funds from operations, funds from
     operations  per share,  operating  income,  pre or after tax  income,  cash
     available for distribution,  cash available for distribution per share, net
     earnings,  earnings per share,  return on equity,  return on assets,  share
     price  performance,  improvements  in the  Company's  attainment of expense
     levels, and implementing or completion of critical projects, or improvement
     in cash-flow (before or after tax). A Performance Goal may be measured over
     a Performance Period on a periodic, annual, cumulative or average basis and
     may be established on a corporate-wide basis or established with respect to
     one or more operating units, divisions, subsidiaries,  acquired businesses,
     minority  investments,  partnerships  or joint ventures.  Unless  otherwise
     determined  by the  Committee by no later than the earlier of the date that
     is 90 days  after the  commencement  of the  Performance  Period or the day
     prior to the  date on  which  25  percent  of the  Performance  Period  has
     elapsed,  the Performance  Goals will be determined by not accounting for a
     change in GAAP during a Performance Period.

          (r)  "Performance  Objective" means the level or levels of performance
     required to be attained  with  respect to  specified  Performance  Goals in
     order that a Participant becomes entitled to specified rights in connection
     with an Award of performance shares.

          (s)  "Performance  Period"  means the  calendar  year,  or such  other
     shorter  or  longer  period  designated  by  the  Committee,  during  which
     performance  will  be  measured  in  order  to  determine  a  Participant's
     entitlement to receive payment of an Award.

                                       3
<PAGE>

          (t)  "Subsidiary"  means any affiliate of the Company  selected by the
     Board;  provided,  that, with respect to Incentive Stock Options,  it means
     any  subsidiary of the Company that is a  corporation  and that at the time
     qualifies  as a  "subsidiary  corporation"  within  the  meaning of Section
     424(f) of the Code.

     3. Shares  Subject to the Plan.  Subject to adjustment  in accordance  with
Section  18,  the total of the  number of shares of Common  Stock  which will be
available for the grant of Awards under the Plan may not exceed 3,500,000 shares
of Common Stock;  provided,  that, for purposes of this  limitation,  any Common
Stock  subject to an Option that is canceled or expires  without  exercise  will
again become available for subsequent  Awards under the Plan. Upon forfeiture of
Awards  in  accordance  with  the  provisions  of the  Plan  and the  terms  and
conditions  of the Award,  such shares will again be  available  for  subsequent
Awards under the Plan.  Subject to adjustment in accordance  with Section 18, no
employee may be granted,  during any one year period,  Options to purchase  more
than 2,000,000  shares of Common Stock and, the number of shares of Common Stock
subject to any Awards  other than Options or stock  appreciation  rights may not
exceed  1,000,000  shares of Common Stock.  Common Stock  available for issue or
distribution  under the Plan will consist of authorized  and unissued  shares or
shares reacquired by the Company in any manner.

     4. Administration.

          (a) The Plan will be administered by the Committee.  All references to
     the  Committee  hereinafter  means the Board if the Board has not appointed
     any such Committee.  Notwithstanding the foregoing,  the Board or Committee
     may (i) delegate to a committee of one or more members of the Board who are
     not "outside  directors"  within the meaning of Section  162(m) of the Code
     the  authority to grant  Awards to eligible  persons who are either (A) not
     then Covered  Employees and are not expected to be Covered Employees at the
     time of recognition of income  resulting from such Award or (B) not persons
     with respect to whom the Company  wishes to comply with  Section  162(m) of
     the Code or (ii)  delegate  to a  committee  of one or more  members of the
     Board who are not "non-employee directors" within the meaning of Rule 16b-3
     the  authority to grant  Awards to eligible  persons who are not subject to
     Section 16 of the Exchange Act.

          (b) The Committee will (i) approve the selection of Participants, (ii)
     determine the type of Awards to be made to  Participants,  (iii)  determine
     the number of shares of Common Stock subject to Awards,  (iv) determine the
     terms and  conditions of any Award granted  hereunder  (including,  but not
     limited to, any  restriction  and forfeiture  conditions on such Award) and
     (v) have the  authority to interpret the Plan,  to  establish,  amend,  and
     rescind any rules and  regulations  relating to the Plan,  to determine the
     terms and provisions of any agreements entered into hereunder,  and to make
     all other  determinations  necessary or advisable for the administration of
     the Plan.  The  Committee  may correct any defect,  supply any  omission or
     reconcile any  inconsistency  in the Plan or in any Award in the manner and
     to the extent it deems desirable to carry it into effect.

          (c) Any action of the Committee will be final,  conclusive and binding
     on  all  persons,   including   the  Company  and  its   Subsidiaries   and
     stockholders,  Participants  and persons  claiming rights from or through a
     Participant.

                                       4
<PAGE>

          (d) The Committee  may delegate to officers or other  employees of the
     Company or any Subsidiary, and to service providers, the authority, subject
     to such  terms  as the  Committee  determines,  to  perform  administrative
     functions with respect to the Plan and Award agreements.

          (e) Members of the Committee and any officer or other  employee of the
     Company or any Subsidiary  acting at the direction of, or on behalf of, the
     Committee  will not be  personally  liable for any action or  determination
     taken or made in good faith  with  respect  to the Plan,  and will,  to the
     extent  permitted by law, be fully  indemnified by the Company with respect
     to any such action or determination.

     5. Eligibility.  Individuals eligible to receive Awards under the Plan will
be the employees,  directors and consultants of the Company and its Subsidiaries
selected by the Committee; provided, that, only employees of the Company and its
Subsidiaries may be granted Incentive Stock Options. In addition,  Awards (other
than Incentive  Stock Options) may be made to individuals  who are not currently
employees, directors, or consultants of the Company and its Subsidiaries,  which
are granted  conditioned on such  individual  becoming an employee,  director or
consultant.

     6. Awards. Awards under the Plan may consist of Options,  restricted Common
Stock,  restricted  Common Stock units,  performance  shares,  performance share
units, purchases,  share awards, stock appreciation rights or other awards based
on the value of the Common Stock. Incentive Stock Options may only be granted to
employees  of the  Company and its  Subsidiaries.  Awards will be subject to the
terms  and  conditions  of the  Plan  and  must  be  evidenced  by an  agreement
containing  such  additional  terms and conditions,  not  inconsistent  with the
provisions of the Plan, as the Committee deems desirable.

     7.  Options.  Options  may be  granted  under  the Plan in such form as the
Committee may from time to time approve pursuant to terms set forth in an Option
agreement.

          (a) Types of Options.  Each Option agreement must state whether or not
     the Option will be treated as an  Incentive  Stock  Option or  Nonqualified
     Stock Option. The aggregate Fair Market Value of the Common Stock for which
     Incentive  Stock Options granted to any one employee under this Plan or any
     other  incentive  stock  option  plan  of  the  Company  or of  any  of its
     Subsidiaries  may by  their  terms  first  become  exercisable  during  any
     calendar year may not exceed  $100,000 (based upon Fair Market Value of the
     Common Stock on the date each respective  Option is granted).  In the event
     such threshold is exceeded in any calendar  year,  such excess Options will
     be  automatically  deemed to be Nonqualified  Stock Options.  To the extent
     that any Option granted under this Plan that is intended to be an Incentive
     Stock  Option  fails for any reason to  qualify  as such at any time,  such
     Option will be a Nonqualified Stock Option.

          (b) Option  Price.  The  purchase  price per share of the Common Stock
     purchasable under an Option will be determined by the Committee;  provided,
     however,  the exercise  price for  Incentive  Stock Options may be not less
     than 100% of the Fair Market  Value of the Common  Stock on the date of the
     grant and in the case of  Incentive  Stock  Options  granted to an employee
     owning stock possessing more than 10% of the total combined voting power of
     all  classes  of  shares  of the  Company  and  its  Subsidiaries  (a  "10%
     Stockholder")  the price per

                                       5
<PAGE>

     share  specified in the  agreement  relating to such Option may not be less
     than 110% of the Fair  Market  Value per share of the  Common  Stock on the
     date of  grant.  Notwithstanding  any other  provision  in this Plan to the
     contrary,  the  Committee  may reduce the option  price of any  outstanding
     Option  either  through a direct  amendment  to such  Option  or  through a
     cancellation  of such  Option and  immediate  grant of a new Option  with a
     lower option price or in any other manner it deems appropriate.

          (c)  Option  Period.  The  term of each  Option  will be  fixed by the
     Committee,  but no Option may be  exercisable  after the  expiration of ten
     years from the date the Option is granted;  provided,  that, in the case of
     Incentive  Stock  Options  granted  to 10%  Stockholders,  the term of such
     Option  may not exceed  five years from the date of grant.  Notwithstanding
     the foregoing,  unless otherwise  provided in an Award agreement,  upon the
     death or Disability of a Participant,  Options (other than Incentive  Stock
     Options) that would otherwise  remain  exercisable  following such death or
     Disability,  will remain  exercisable  for one year  following  such death,
     notwithstanding the term of such Option.

          (d) Exercisability.  Each Option will vest and become exercisable at a
     rate determined by the Committee on the date of grant.

          (e) Method of Exercise. Options may be exercised, in whole or in part,
     by giving  written  notice of exercise to the Company in a form approved by
     the Company  specifying  the number shares of Common Stock to be purchased.
     Such  notice  must be  accompanied  by the  payment  in full of the  Option
     exercise price. The exercise price of the Option may be paid by (i) cash or
     certified  or bank  check,  (ii)  surrender  of  Common  Stock  held by the
     optionee  for at least six  months  prior to  exercise  (or such  longer or
     shorter  period  as may be  required  to avoid a  charge  to  earnings  for
     financial  accounting  purposes)  or the  attestation  of ownership of such
     shares,  in either case,  if so permitted by the Company,  when such Common
     Stock has a Fair Market Value equal to the aggregate  exercise price of the
     Option  at the time of  exercise,  (iii)  if  established  by the  Company,
     through a "same day sale" commitment from optionee and a broker-dealer that
     is acceptable  to the Company that is a member of the National  Association
     of Securities  Dealers (an "NASD Dealer") whereby the optionee  irrevocably
     elects  to  exercise  the  Option  and to sell a portion  of the  shares so
     purchased  sufficient to pay for the total  exercise  price and whereby the
     NASD Dealer irrevocably  commits upon receipt of such shares to forward the
     total  exercise  price  directly to the Company,  (iv)  through  additional
     methods prescribed by the Committee, all under such terms and conditions as
     deemed  appropriate  by  the  Committee  in its  discretion,  or (v) by any
     combination  of the  foregoing,  and,  in  all  instances,  to  the  extent
     permitted  by  applicable  law.  A  Participant's  subsequent  transfer  or
     disposition of any Common Stock acquired upon exercise of an Option will be
     subject  to any  Federal  and  state  laws  then  applicable,  specifically
     securities law, and the terms and conditions of this Plan.

     8.  Restricted  Common  Stock.  The  Committee  may from time to time award
restricted  Common  Stock  under the Plan to  eligible  Participants.  Shares of
restricted  Common  Stock may not be sold,  assigned,  transferred  or otherwise
disposed of, or pledged or  hypothecated as collateral for a loan or as security
for the performance of any obligation or for any other purpose,  for such period
(the "Restricted Period") as the Committee determines.  The Committee may define
the Restricted  Period in terms of the passage of time or in any other manner it
deems  appropriate.  The  Committee  may  alter or waive at any time any term or

                                       6
<PAGE>

condition  of  restricted  Common  Stock that is not  mandatory  under the Plan.
Unless   otherwise   determined  by  the  Committee,   upon   termination  of  a
Participant's  Continuous  Service  with the Company for any reason prior to the
end of the Restricted  Period, the restricted Common Stock will be forfeited and
the  Participant  will  have no right  with  respect  to the  Award.  Except  as
restricted under the terms of the Plan and any Award agreement,  any Participant
awarded  restricted  Common  Stock  will have all the  rights  of a  stockholder
including,  without limitation,  the right to vote restricted Common Stock. If a
share  certificate  is  issued  in  respect  of  restricted  Common  Stock,  the
certificate will be registered in the name of the Participant,  but will be held
by  the  Company  for  the  account  of the  Participant  until  the  end of the
Restricted  Period.  The Committee may also award restricted Common Stock in the
form of  restricted  Common  Stock units  having a value  equal to an  identical
number of shares of Common Stock.  Payment of restricted Common Stock units will
be made in Common Stock or in cash or in a combination  thereof  (based upon the
Fair Market Value of the Common Stock on the day the Restricted Period expires),
all as determined by the Committee in its sole discretion.

     9. Performance Shares.

          (a) Type of Awards.  Performance  shares may be granted in the form of
     actual shares of Common Stock or Common Stock units having a value equal to
     an identical  number of shares of Common  Stock.  In the event that a share
     certificate is issued in respect of performance  shares,  such  certificate
     will be registered in the name of the Participant,  but will be held by the
     Company until the time the performance  shares are earned.  The Performance
     Objectives and the length of the  Performance  Period will be determined by
     the  Committee.  The Committee  determines in its sole  discretion  whether
     performance  shares  granted in the form of Common Stock units will be paid
     in cash, Common Stock, or a combination of cash and Common Stock.

          (b)   Performance   Objectives.   The  Committee  will  establish  the
     Performance  Objective for each Award of performance shares,  consisting of
     one or more business criteria permitted as Performance Goals hereunder, one
     or more levels of performance  with respect to each such criteria,  and the
     amount or amounts  payable or other  rights  that the  Participant  will be
     entitled to upon achievement of such levels of performance. The Performance
     Objective  will be  established  by the  Committee  prior to, or reasonably
     promptly  following  the  inception  of, a  Performance  Period but, to the
     extent required by Section 162(m) of the Code, by no later than the earlier
     of the date  that is 90 days  after  the  commencement  of the  Performance
     Period or the day prior to the date on which 25 percent of the  Performance
     Period has elapsed. More than one Performance Goal may be incorporated in a
     Performance  Objective,  in which  case  achievement  with  respect to each
     Performance  Goal may be assessed  individually or in combination with each
     other.  The  Committee  may,  in  connection  with  the   establishment  of
     Performance Objectives for a Performance Period, establish a matrix setting
     forth the relationship between performance on two or more Performance Goals
     and the  amount  of the  Award  of  performance  shares  payable  for  that
     Performance  Period.  The  level or levels of  performance  specified  with
     respect to a Performance  Goal may be  established  in absolute  terms,  as
     objectives  relative  to  performance  in prior  periods,  as an  objective
     compared to the performance of one or more comparable companies or an index
     covering multiple  companies,  or otherwise as the Committee may determine.
     Performance  Objectives  must be  objective  and  must  otherwise  meet the
     requirements  of Section  162(m) of the Code.  Performance  Objectives  may

                                       7
<PAGE>

     differ  for  performance  shares  granted  to  any  one  Participant  or to
     different Participants. An Award of performance shares to a Participant who
     is a Covered  Employee  must (unless the  Committee  determines  otherwise)
     provide that in the event of the  Participant's  termination  of Continuous
     Service  prior to the end of the  Performance  Period for any reason,  such
     Award will be payable only (i) if the applicable Performance Objectives are
     achieved and (ii) to the extent, if any, as the Committee determines.

          (c)  Certification.  Following  the  completion  of  each  Performance
     Period,  the  Committee  must certify in writing,  in  accordance  with the
     requirements  of  Section  162(m)  of the  Code,  whether  the  Performance
     Objectives and other material terms of an Award of performance  shares have
     been  achieved  or  met.   Unless  the  Committee   determines   otherwise,
     performance  shares may not be  settled  until the  Committee  has made the
     certification specified under this Section 9(c).

          (d)  Adjustment.  The  Committee  may,  in its  discretion,  reduce or
     eliminate  the amount of payment  with  respect to an Award of  performance
     shares  to  a  Covered  Employee,  notwithstanding  the  achievement  of  a
     specified Performance Objectives; provided, that, no such adjustment may be
     made  that  would  adversely  impact a  Participant  following  a Change in
     Control.

          (e) Maximum Amount Payable.  Subject to Section 18, the maximum number
     of  performance  shares  subject  to any  Award to a  Covered  Employee  is
     1,000,000  for each 12 month period during the  Performance  Period (or, to
     the extent the Award is paid in cash, the maximum dollar amount of any such
     Award is the equivalent  cash value,  based on the Fair Market Value of the
     Common  Stock,  of such number of shares of Common Stock on the last day of
     the Performance Period).

     10. Share Purchases.  The Committee may authorize  eligible  individuals to
purchase  Common  Stock in the Company at a price  equal to,  below or above the
Fair Market Value of the Common  Stock at the time of grant.  Any such offer may
be subject to the conditions and terms the Committee may impose.

     11. Stock Appreciation Rights. The Committee may in its discretion,  either
alone or in connection with the grant of another Award, grant stock appreciation
rights in accordance  with the Plan,  the terms and  conditions of which must be
set forth in an  agreement.  If granted in  connection  with an Option,  a stock
appreciation  right will cover the same number of shares of Common Stock covered
by the Option (or such lesser number of shares as the  Committee may  determine)
and will,  except as provided  in this  Section 11, be subject to the same terms
and conditions as the related Option.

          (a) Time of Grant.  A stock  appreciation  right may be granted (i) at
     any time if unrelated to an Option, or (ii) if related to an Option, either
     at the time of grant, or in the case of Nonqualified Stock Options,  at any
     time thereafter during the term of such Option.

          (b) Stock Appreciation Right Related to an Option.

          (i) A stock  appreciation  right granted in connection  with an Option
     will be  exercisable  at such time or times and only to the extent that the
     related Options are

                                       8
<PAGE>

     exercisable,  and will not be transferable except to the extent the related
     Option  may  be  transferable.   A  stock  appreciation  right  granted  in
     connection with an Incentive  Stock Option will be exercisable  only if the
     Fair  Market  Value of a share  of  Common  Stock  on the date of  exercise
     exceeds the purchase price specified in the related  Incentive Stock Option
     agreement.

          (ii) Upon the  exercise of a stock  appreciation  right  related to an
     Option, the Participant will be entitled to receive an amount determined by
     multiplying  (A) the excess of the Fair  Market  Value of a share of Common
     Stock on the date preceding the date of exercise of such stock appreciation
     right over the per share  purchase price under the related  Option,  by (B)
     the number of shares of Common  Stock as to which  such stock  appreciation
     right is being exercised.  Notwithstanding the foregoing, the Committee may
     limit  in  any  manner  the  amount  payable  with  respect  to  any  stock
     appreciation  right by including  such a limit in the agreement  evidencing
     the stock appreciation right at the time it is granted.

          (iii)  Upon the  exercise  of a stock  appreciation  right  granted in
     connection with an Option, the Option will be canceled to the extent of the
     number of shares as to which the stock appreciation right is exercised, and
     upon  the  exercise  of an  Option  granted  in  connection  with  a  stock
     appreciation  right, the stock  appreciation  right will be canceled to the
     extent of the  number of shares of Common  Stock as to which the  Option is
     exercised or surrendered.

          (c) Stock Appreciation Right Unrelated to an Option. The Committee may
     grant to a  Participant  stock  appreciation  rights  unrelated to Options.
     Stock appreciation  rights unrelated to Options will contain such terms and
     conditions  as to  exercisability,  vesting and  duration as the  Committee
     determines, but in no event may they have a term of greater than ten years;
     provided,  that, unless otherwise provided in an Award agreement,  upon the
     death or Disability of a Participant,  stock appreciation rights that would
     otherwise  remain  exercisable for a period of time following such death or
     Disability,   will  remain   exercisable   for  one  year  following  death
     notwithstanding   the  term  of  the  Award.   Upon  exercise  of  a  stock
     appreciation right unrelated to an Option, the Participant will be entitled
     to receive an amount  determined by multiplying  (i) the excess of the Fair
     Market Value of a share on the date  preceding the date of exercise of such
     stock  appreciation  right over the per share  exercise  price of the stock
     appreciation  right,  by (ii) number of shares of Common  Stock as to which
     the  stock  appreciation  right is  being  exercised.  Notwithstanding  the
     foregoing,  the Committee  may limit in any manner the amount  payable with
     respect to any stock  appreciation  right by including  such a limit in the
     agreement  evidencing  the  stock  appreciation  right  at the  time  it is
     granted.

          (d) Method of Exercise.  Stock appreciation rights may be exercised by
     a Participant  only by a written  notice  delivered in person or by mail to
     the Company at the Company's  principal  executive  office,  specifying the
     number  of  shares  of  Common  Stock  with  respect  to  which  the  stock
     appreciation right is being exercised.  If requested by the Committee,  the
     Participant  must deliver the agreement  evidencing the stock  appreciation
     right being  exercised and the agreement  evidencing  any related Option to
     the Secretary of the Company,  who will endorse  thereon a notation of such
     exercise and return such agreement to the Participant.

                                       9
<PAGE>

          (e) Form of  Payment.  Payment  of the  amount  determined  under this
     Section 11 may be made in the  discretion of the Committee  solely in whole
     shares of Common Stock in a number determined at their Fair Market Value on
     the date preceding the date of exercise of the stock appreciation right, or
     solely in cash,  or in a combination  of cash and shares.  If the Committee
     decides  to make full  payment  in shares  in Common  Stock and the  amount
     payable  results in a fractional  share,  payment for the fractional  share
     will be made in cash.

     12. Share Awards.  Subject to such performance and employment conditions as
the Committee may determine, awards of Common Stock or awards based on the value
of the Common  Stock may be granted  either alone or in addition to other Awards
granted  under the Plan.  Any Awards  under this Section 12 and any Common Stock
covered by any such Award may be  forfeited  to the  extent so  provided  in the
Award agreement, as determined by the Committee.  Payment of Common Stock awards
made  under this  Section 12 that are based on the value of Common  Stock may be
made in Common Stock or in cash or in a combination thereof (based upon the Fair
Market Value of the Common Stock on the date of payment),  all as  determined by
the Committee in its sole discretion.

     13. Special Provisions.

          (a) Change in Control.  The Committee may, in its discretion,  provide
     in any Award agreement whether, upon the occurrence of a Change in Control,
     all  Options  and  stock  appreciation  rights  represented  by such  Award
     agreement may automatically  become vested and exercisable in full, and all
     restrictions or performance conditions, if any, on any Common Stock awards,
     restricted Common Stock, restricted Common Stock units,  performance shares
     or performance share units granted thereunder will automatically lapse. The
     Committee  may, in its  discretion,  include  such further  provisions  and
     limitations  in any  agreement  documenting  such  Awards  as it  may  deem
     equitable and in the best interests of the Company.

          (b) Forfeiture.  Notwithstanding anything in the Plan to the contrary,
     and unless otherwise  specifically  provided in an Award agreement,  in the
     event of a serious breach of conduct by a Participant or former Participant
     (including,  without limitation,  any conduct prejudicial to or in conflict
     with the Company or its Subsidiary or any material  breach of a contractual
     obligation to the Company or its  Subsidiary)  the Committee may (i) cancel
     any outstanding Award granted to such Participant or former Participant, in
     whole or in part,  whether or not vested,  and/or  (ii) if such  conduct or
     activity  occurs  within one year  following  the exercise or payment of an
     Award,  require  such  Participant  or former  Participant  to repay to the
     Company any gain realized or payment  received upon the exercise or payment
     of such Award (with such gain or payment  valued as of the date of exercise
     or payment). Such cancellation or repayment obligation will be effective as
     of the date specified by the Committee.  Any repayment  obligation  must be
     satisfied in cash or, if permitted in the sole discretion of the Committee,
     it may be  satisfied  in shares of Common Stock (based upon the Fair Market
     Value  of the  share of  Common  Stock  on the  date of  payment),  and the
     Committee  may  provide  for an offset to any future  payments  owed by the
     Company or any  Subsidiary  to the  Participant  or former  Participant  if
     necessary to satisfy the repayment obligation. The determination of whether
     a  Participant  or former  Participant  has engaged in a serious  breach of
     conduct will be  determined  by the Committee in good faith and in its sole
     discretion.

                                       10
<PAGE>

          (c) Deferral. The Committee will be authorized to establish procedures
     pursuant to which the payment of any Award may be deferred.  Subject to the
     provisions of the Plan and any Award  agreement,  the recipient of an Award
     (including,  without limitation,  any deferred Award) may, if so determined
     by the Committee, be entitled to receive, currently or on a deferred basis,
     cash dividends, or cash payments in amounts equivalent to cash dividends on
     shares  ("dividend  equivalents"),  with respect to the number of shares of
     Common Stock covered by the Award,  as determined by the Committee,  in its
     sole  discretion,  and the Committee may provide that such amounts (if any)
     will be deemed to have been  reinvested in  additional  shares or otherwise
     reinvested.

          (d)  Withholding.  Upon (a)  disposition  of shares  of  Common  Stock
     acquired  pursuant to the  exercise of an Incentive  Stock  Option  granted
     pursuant to the Plan within two years of the grant of the  Incentive  Stock
     Option or within one year after exercise of the Incentive Stock Option,  or
     (b) exercise of a Nonqualified  Stock Option (or an Incentive  Stock Option
     treated as a Nonqualified  Stock Option),  exercise of a stock appreciation
     right or the  vesting or payment of any other  Award  under the Plan or (c)
     under any  other  circumstances  determined  by the  Committee  in its sole
     discretion, the Company will have the right to require any Participant, and
     such Participant by accepting the Awards granted under the Plan agrees,  to
     pay to the Company the amount of any Federal,  state, local income taxes or
     other taxes incurred by reason of the exercise of Options granted hereunder
     that the Company may be required to withhold with respect  thereto.  In the
     event of clauses (a), (b) or (c),  Participant will pay to the Company such
     amount  as  the  Company  deems   necessary  to  satisfy  its  minimum  tax
     withholding  obligation and such payment will be made: (i) in cash, (ii) to
     the extent  authorized by the  Committee,  having the Company retain shares
     which would otherwise be delivered upon exercise of an Option, (iii) to the
     extent authorized by the Committee, delivering or attesting to ownership of
     Shares owned by the holder of the Option for at least 6 months prior to the
     exercise of such Option or (iv) any  combination  of any such methods.  For
     purposes hereof, Shares will be valued at Fair Market Value.

     14. Nontransferability;  Beneficiaries.  Unless otherwise determined by the
Committee with respect to the transferability of Nonqualified Stock Options by a
Participant  to his Immediate  Family Members (or to trusts or  partnerships  or
limited liability companies  established for such family members),  no Award may
be assigned or  transferred  by the  Participant,  otherwise than by will or the
laws of descent and distribution or pursuant to a beneficiary  designation,  and
Options  may be  exercised,  during  the  Participant's  lifetime,  only  by the
Participant (or by the Participant's  legal  representatives in the event of the
Participant's  incapacity).  Each  Participant  may designate a  beneficiary  to
exercise  any Option held by the  Participant  at the time of the  Participant's
death  or to be  assigned  any  other  Award  outstanding  at  the  time  of the
Participant's death. If no beneficiary has been named by a deceased Participant,
any Award held by the  Participant  at the time of death will be  transferred as
provided in his will or by the laws of descent and  distribution.  Except in the
case of the holder's  incapacity,  an Option may only be exercised by the holder
thereof.

     15. No Right to Continuous Service. Nothing contained in the Plan or in any
Award under the Plan will confer upon any  Participant any right with respect to
the  continuation  of service  with the Company or any of its  Subsidiaries,  or
interfere  in any way  with the  right of the  Company  or its  Subsidiaries  to
terminate his or her Continuous  Service at any time.  Nothing

                                       11
<PAGE>

contained in the Plan will confer upon any Participant or other person any claim
or right to any Award under the Plan.

     16. Governmental  Compliance.  Each Award under the Plan will be subject to
the requirement  that if at any time the Committee  determines that the listing,
registration or qualification  of any shares issuable or deliverable  thereunder
upon any  securities  exchange or under any Federal or state law, or the consent
or approval of any governmental  regulatory body, is necessary or desirable as a
condition  thereof,  or in connection  therewith,  no such grant or award may be
exercised  or shares  issued or  delivered  unless such  listing,  registration,
qualification,  consent or approval  has been  effected or obtained  free of any
conditions not acceptable to the Committee.

     17. Adjustments; Corporate Events.

          (a) In the event of any dividend or other distribution (whether in the
     form  of  cash,  Common  Stock,  other  securities,   or  other  property),
     recapitalization,  reclassification,  stock  split,  reverse  stock  split,
     reorganization,  merger,  consolidation,  split-up, spin-off,  combination,
     repurchase, liquidation,  dissolution, or sale, transfer, exchange or other
     disposition of all or  substantially  all of the assets of the Company,  or
     exchange of Common Stock or other  securities  of the Company,  issuance of
     warrants or other rights to purchase  Common Stock or other  securities  of
     the Company, or other similar corporate  transaction or event (an "Event"),
     and in the  Committee's  opinion,  such event affects the Common Stock such
     that an adjustment is  determined  by the  Committee to be  appropriate  in
     order to prevent  dilution or  enlargement  of the  benefits  or  potential
     benefits intended to be made available under the Plan or with respect to an
     Award,  then the  Committee  may, in such manner as it may deem  equitable,
     without limitation,  adjust any or all of the following: (i) the number and
     kind of shares of Common  Stock (or  other  securities  or  property)  with
     respect to which Awards may be granted or awarded; (ii) the number and kind
     of shares of Common  Stock (or other  securities  or  property)  subject to
     outstanding  Awards;  and (iii) the grant or exercise price with respect to
     any Award.  Any such  adjustment  made to an Incentive Stock Option must be
     made in  accordance  with  Section  424(a)  of the  Code  unless  otherwise
     determined  by  the  Committee  in its  sole  discretion.  The  Committee's
     determination  under  this  Section  18(a)  will  be  final,   binding  and
     conclusive.

          (b) Upon the  occurrence of an Event in which  outstanding  Awards are
     not to be assumed  or  otherwise  continued  following  such an Event,  the
     Committee may, in its discretion, terminate any outstanding Award without a
     Participant's  consent and (i) provide for either the  purchase of any such
     Award  for an amount  of cash  equal to the  amount  that  could  have been
     attained   upon  the  exercise  of  such  Award  or   realization   of  the
     Participant's  rights had such Award been currently  exercisable or payable
     or fully  vested or the  replacement  of such Award  with  other  rights or
     property  selected  by the  Committee  in its sole  discretion  and/or (ii)
     provide that such Award may be exercised  (whether or not vested) as to all
     shares covered thereby for at least 30 days prior to such Event.

          (c) The  existence  of the Plan,  the Award  agreement  and the Awards
     granted hereunder will not affect or restrict in any way the right or power
     of the Company or the  stockholders of the Company to make or authorize any
     adjustment,  recapitalization,   reorganization  or  other  change  in  the
     Company's capital structure or its business, any merger or

                                       12
<PAGE>

     consolidation of the Company, any issue of stock or of options, warrants or
     rights  to  purchase  stock or of  bonds,  debentures,  preferred  or prior
     preference  stocks  whose rights are superior to or affect the Common Stock
     or the rights thereof or which are  convertible  into or  exchangeable  for
     Common Stock, or the dissolution or liquidation of the Company, or any sale
     or  transfer  of all or any part of its  assets or  business,  or any other
     corporate act or proceeding, whether of a similar character or otherwise.

     18.  Amendment.  The Board may amend,  suspend or terminate the Plan or any
portion thereof at any time,  provided that (a) no amendment may be made without
stockholder approval if such approval is necessary to comply with any applicable
law, regulation or stock exchange rule and (b) except as provided in Section 18,
no amendment may be made that would adversely affect the rights of a Participant
under an Award theretofore granted, without such Participant's written consent.

     19. General Provisions.

          (a) The Committee may require each Participant purchasing or acquiring
     shares  pursuant to an Award under the Plan to  represent to and agree with
     the Company in writing that such  Participant  is acquiring  the shares for
     investment and without a view to distribution thereof.

          (b) All  certificates  for  Common  Stock  delivered  under  the  Plan
     pursuant  to any Award will be subject  to such  stock-transfer  orders and
     other  restrictions  as the Committee may deem  advisable  under the rules,
     regulations   and  other   requirements  of  the  Securities  and  Exchange
     Commission,  any stock  exchange upon which the Common Stock is then listed
     and any applicable  Federal or state  securities law; and the Committee may
     cause a  legend  or  legends  to be put on any  such  certificates  to make
     appropriate  reference to such  restrictions.  If the Committee  determines
     that the issuance of Common Stock  hereunder is not in compliance  with, or
     subject to an exemption  from, any applicable  Federal or state  securities
     laws,  such  shares  may not be issued  until  such  time as the  Committee
     determines that the issuance is permissible.

          (c) It is the  intent of the  Company  that the Plan  satisfy,  and be
     interpreted in a manner that satisfies, the applicable requirements of Rule
     16b-3  as  promulgated  under  Section  16 of  the  Exchange  Act  so  that
     Participants  will be entitled  to the benefit of Rule 16b-3,  or any other
     rule  promulgated  under  Section 16 of the  Exchange  Act, and will not be
     subject to  short-swing  liability  under  Section 16 of the Exchange  Act.
     Accordingly,  if the operation of any provision of the Plan would  conflict
     with the intent  expressed in this  Section  20(c),  such  provision to the
     extent  possible will be  interpreted  and/or deemed amended so as to avoid
     such conflict.

          (d) Except as otherwise  provided by the  Committee in the  applicable
     grant  or  Award  agreement,  a  Participant  will  have  no  rights  as  a
     stockholder with respect to any shares of Common Stocks subject to an Award
     until a certificate or certificates  evidencing shares of Common Stock will
     have  been  issued  to the  Participant  and,  subject  to  Section  18, no
     adjustment  may be made for dividends or  distributions  or other rights in
     respect  of any share for  which  the  record  date is prior to the date on
     which Participant becomes the holder of record thereof.

                                       13
<PAGE>

          (e) The law of the State of  Delaware  will  apply to all  Awards  and
     interpretations  under the Plan  regardless  of the effect of such  state's
     conflict of laws principles.

          (f) Where the context  requires,  words in any gender will include any
     other gender.

          (g) Headings of Sections are inserted for  convenience  and reference;
     they do not constitute any part of this Plan.

          (h) The Committee  will have the power to accelerate the time at which
     an Award may be exercisable or vest  notwithstanding the terms of any Award
     agreement.

          (i) No  payment  pursuant  to the Plan may be taken  into  account  in
     determining  any  benefits  pursuant to any pension,  retirement,  savings,
     profit  sharing,  group  insurance,  welfare or other  benefit  plan of the
     Company  or any  Subsidiary,  except  to  the  extent  otherwise  expressly
     provided in writing in such other plan or an agreement thereunder.

          (j) The  expenses  of  administering  the  Plan  will be  borne by the
     Company and its Subsidiaries.

          (k) No  fractional  shares  of  Common  Stock  may be  issued  and the
     Committee determines, in its discretion, whether cash will be given in lieu
     of fractional  shares or whether such fractional  shares will be eliminated
     by rounding up or down, as appropriate.

          (l) The  Plan is  intended  to be an  "unfunded"  plan  for  incentive
     compensation.  With respect to any  payments not yet made to a  Participant
     pursuant to an Award,  nothing contained in the Plan or any Award agreement
     will give the  Participant  any  rights  that are  greater  than those of a
     general creditor of the Company or any Subsidiary.

     20.  Expiration  of the Plan.  Subject to earlier  termination  pursuant to
Section 19, no Award may be granted  following the ten year  anniversary  of the
Effective Date and,  except with respect to outstanding  Awards,  this Plan will
terminate on such date.

     21. Effective Date;  Approval of Stockholders.  The Plan is effective as of
the date it is approved by the Board (the "Effective Date");  provided, that, no
Option may be exercised  and no Award may be paid or vest,  unless and until the
Plan has been approved by the  affirmative  vote of the holders of a majority of
the securities of the Company present, or represented, and entitled to vote at a
meeting of stockholders  duly held in accordance with the applicable laws of the
State of Delaware within twelve months after the date the Plan is adopted by the
Board. If such  stockholder  approval is not obtained in a timely fashion,  this
Plan and all outstanding  Awards, if any, will automatically  terminate.  Unless
the Company  determines  to submit  Section 9 of the Plan and the  definition of
Performance Goal to the Company's  stockholders at the first stockholder meeting
that  occurs in the  fifth  year  following  the year in which the Plan was last
approved by stockholders  (or any earlier meeting  designated by the Board),  in
accordance  with the  requirements  of  Section  162(m)  of the  Code,  and such
stockholder approval is obtained, then no further performance shares may be made
to Covered Employees under Section 9 after the date of such annual meeting,  but
the remainder of the Plan will continue in effect.

                                       14