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                                                                   Exhibit 10.15
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                          MEDSOURCE TECHNOLOGIES, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN


                        ARTICLE I - ESTABLISHMENT OF PLAN

1.01           Adoption by Board of Directors. By action of the Board of
               Directors of Medsource Technologies, Inc. (the "Corporation") on
               December 1, 2001, subject to approval by its shareholders, the
               Corporation has adopted an employee stock purchase plan pursuant
               to which eligible employees of the Corporation and certain of its
               Subsidiaries may be offered the opportunity to purchase shares of
               Stock of the Corporation. The terms and conditions of this Plan
               are set forth in this plan document, as amended from time to time
               as provided herein. The Corporation intends that the Plan shall
               qualify as an "employee stock purchase plan" under Section 423 of
               the Internal Revenue Code of 1986, as amended from time to time,
               (the "Code") and shall be construed in a manner consistent with
               the requirements of Code Section 423 and the regulations
               thereunder.

1.02           Shareholder Approval and Term. This Plan shall become effective
               upon its adoption by the Board of Directors and shall terminate
               November 30, 2011; provided, however, that the Plan shall be
               subject to approval by the shareholders of the Corporation within
               twelve (12) months after the Plan is adopted by the Board in the
               manner provided under Code Section 423 and the regulations
               thereunder; and provided, further that the Board of Directors may
               extend the term of the Plan for such period as the Board, in its
               sole discretion, deems advisable. In the event the shareholders
               fail to approve the Plan within twelve (12) months after the Plan
               is adopted by the Board, this Plan shall not become effective and
               shall have no force and effect, participation in the Plan shall
               immediately cease, all outstanding options shall immediately be
               canceled and all payroll deductions shall be returned to the
               Participants without interest. No shares of stock shall be issued
               to any Participant for any Phase unless and until the
               shareholders approve the Plan within such twelve-month period.


                              ARTICLE II - PURPOSE

2.01           Purpose. The primary purpose of the Plan is to provide an
               opportunity for Eligible Employees of the Corporation to become
               shareholders of the Corporation, thereby providing them with an
               incentive to remain in the Corporation's employ, to improve
               operations, to increase profits and to contribute more
               significantly to the Corporation's success.

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                            ARTICLE III - DEFINITIONS


3.01           "Administrator" means the Board of Directors or such Committee
               appointed by the Board of Directors to administer the Plan. The
               Board or the Committee may, in its sole discretion, authorize the
               officers of the Corporation to carry out the day-to-day operation
               of the Plan. In its sole discretion, the Board may take such
               actions as may be taken by the Administrator, in addition to
               those powers expressly reserved to the Board under this Plan.

3.02           "Board of Directors" or "Board" means the Board of Directors of
               Medsource Technologies, Inc.

3.03           "Compensation" means the Participant's base compensation,
               excluding bonuses, overtime and commissions.

3.04           "Corporation" means Medsource Technologies, Inc., a Delaware
               corporation.

3.05           "Eligible Employee" means any employee who is a full-time or
               part-time employee of the Corporation or one of its Subsidiaries
               and, as determined on or immediately prior to an Enrollment
               Period, is customarily employed for more than twenty (20) hours
               per week.

3.06           "Enrollment Period" means the period determined by the
               Administrator for purposes of accepting elections to participate
               during a Phase from Eligible Employees.

3.07           "Fiscal Year" means the fiscal year of the Corporation, which is
               the twelve-month period beginning July 1 and ending June 30 each
               year.

3.08           "Participant" means an Eligible Employee who has been granted an
               option and is participating during a Phase through payroll
               deductions, but shall exclude those employees subject to the
               limitations described in Section 9.03 below.

3.09           "Phase" means the period beginning on the date that the option
               was granted, otherwise referred to as the commencement date of
               the Phase, and ending on the date that the option was exercised,
               otherwise referred to as the termination date of the Phase.

3.10           "Plan" means the Medsource Technologies, Inc. 2001 Employee Stock
               Purchase Plan.

3.11           "Stock" means the voting common stock of the Corporation.

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3.12           "Subsidiary" means any corporation defined as a subsidiary of the
               Corporation in Code Section 424(f) as of the effective date of
               the Plan, and such other corporations that qualify as
               subsidiaries of the Corporation under Code Section 424(f) as the
               Board approves to participate in this Plan from time to time.


                           ARTICLE IV - ADMINISTRATION

4.01           Administration. Except for those matters expressly reserved to
               the Board pursuant to any provision of the Plan, the
               Administrator shall have full responsibility for administration
               of the Plan, which responsibility shall include, but shall not be
               limited to, the following:

                    (a)  The Administrator shall, subject to the provisions of
                         the Plan, establish, adopt and revise such rules and
                         procedures for administering the Plan, and shall make
                         all other determinations as it may deem necessary or
                         advisable for the administration of the Plan;

                    (b)  The Administrator shall, subject to the provisions of
                         the Plan, determine all terms and conditions that shall
                         apply to the grant and exercise of options under this
                         Plan, including, but not limited to, the number of
                         shares of Stock that may be granted, the date of grant,
                         the exercise price and the manner of exercise of an
                         option. The Administrator may, in its discretion,
                         consider the recommendations of the management of the
                         Corporation when determining such terms and conditions;

                    (c)  The Administrator shall have the exclusive authority to
                         interpret the provisions of the Plan, and each such
                         interpretation or determination shall be conclusive and
                         binding for all purposes and on all persons, including,
                         but not limited to, the Corporation and its
                         Subsidiaries, the shareholders of the Corporation and
                         its Subsidiaries, the Administrator, the directors,
                         officers and employees of the Corporation and its
                         Subsidiaries, and the Participants and the respective
                         successors-in-interest of all of the foregoing; and

                    (d)  The Administrator shall keep minutes of its meetings or
                         other written records of its decisions regarding the
                         Plan and shall, upon requests, provide copies to the
                         Board.

                         ARTICLE V - PHASES OF THE PLAN

5.01           Phases. The Plan shall be carried out in one or more Phases of
               six (6) months each. Unless otherwise determined by the
               Administrator, in its discretion, Phases shall commence on August
               15 and February 15 of each fiscal year during the term of

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               the Plan; provided, however, that the first phase shall commence
               on the effective date of the Corporation's initial public
               offering and end on the next following August 14/th/. No two
               Phases shall run concurrently.

5.02           Limitations. The Administrator may, in its discretion, limit the
               number of shares available for option grants during any Phase as
               it deems appropriate. Without limiting the foregoing, in the
               event all of the shares of Stock reserved for the grant of
               options under Section 12.01 is issued pursuant to the terms
               hereof prior to the commencement of one or more Phases or the
               number of shares of Stock remaining is so small, in the opinion
               of the Administrator, as to render administration of any
               succeeding Phase impracticable, such Phase or Phases may be
               canceled or the number of shares of Stock limited as provided
               herein. In addition, if, based on the payroll deductions
               authorized by Participants at the beginning of a Phase, the
               Administrator determines that the number of shares of Stock which
               would be purchased at the end of a Phase exceeds the number of
               shares of Stock remaining reserved under Section 12.01 hereof for
               issuance under the Plan, or if the number of shares of Stock for
               which options are to be granted exceeds the number of shares
               designated for option grants by the Administrator for such Phase,
               then the Administrator shall make a pro rata allocation of the
               shares of Stock remaining available in as nearly uniform and
               equitable a manner as the Administrator shall consider
               practicable as of the commencement date of the Phase or, if the
               Administrator so elects, as of the termination date of the Phase.
               In the event such allocation is made as of the commencement date
               of a Phase, the payroll deductions which otherwise would have
               been made on behalf of Participants shall be reduced accordingly.


                            ARTICLE VI - ELIGIBILITY

6.01           Eligibility. Subject to the limitations described in Section
               9.03, each employee who is an Eligible Employee on or immediately
               prior to the commencement of a Phase shall be eligible to
               participate in such Phase. If, in the discretion of the
               Administrator, any Phase commences on a date other than May 1 or
               November 1, whether an employee is an Eligible Employee shall be
               determined on a date selected by the Administrator, which date
               shall be prior to the commencement date of the Phase.


                           ARTICLE VII - PARTICIPATION

7.01           Participation. Participation in the Plan is voluntary. An
               Eligible Employee who desires to participate in any Phase of the
               Plan must complete the enrollment form provided by the
               Administrator and deliver such form to the Administrator or its
               designated representative during the Enrollment Period
               established by the Administrator prior to the commencement date
               of the Phase.

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7.02           Subsequent Phases. An Eligible Employee who elects to participate
               in a Phase shall be deemed to have elected to participate in each
               subsequent Phase unless such Participant elects to discontinue
               payroll deductions during a Phase or exercises his or her right
               to withdraw amounts previously withheld, as provided under
               Article X hereof. In such event, such Participant must complete a
               new enrollment form and file such form with the Administrator
               during the Enrollment Period prior to the next Phase with respect
               to which the Eligible Employee wishes to participate.


                   ARTICLE VIII - PAYMENT; PAYROLL DEDUCTIONS

8.01           Enrollment. Each Eligible Employee electing to participate shall
               indicate such election on the enrollment form and designate
               therein a percentage of such Participant's Compensation to be
               deducted during the Phase. Subject to the Participant's right to
               discontinue payroll deductions as provided in Section 10.02, such
               percentage shall be at least one percent (1%) but not more than
               ten percent (10%) of such Participant's Compensation to be paid
               during such Phase, or such other maximum percentage as the
               Administrator may establish from time to time. In order to be
               effective, such enrollment form must be properly completed and
               received by the Administrator by the due date indicated on such
               form, or by such other date established by the Administrator.

8.02           Payroll Deductions. Payroll deductions for a Participant shall
               commence with the paycheck issued immediately after the
               commencement date of the Phase and shall terminate with the
               paycheck issued immediately prior to the termination date of the
               Phase, unless the Participant elects to discontinue payroll
               deductions or exercises his or her right to withdraw all
               accumulated payroll deductions previously withheld during the
               Phase as provided in Article X hereof. The authorized payroll
               deductions shall be made over the pay periods of such Phase by
               deducting from the Participant's Compensation for each such pay
               period that percentage specified by the Participant in the
               enrollment form.

               Unless the Participant has elected to discontinue payroll
               deductions or exercised his or her right to withdraw all
               accumulated payroll deductions previously withheld during the
               preceding Phase (in which event the Participant must complete a
               new enrollment form to participate in any subsequent Phase), the
               Corporation shall continue to withhold from such Participant's
               Compensation the same percentage specified by the Participant in
               the most recent enrollment form previously completed by the
               Participant in all subsequent Phases; provided, however, that the
               Participant may, if he or she so chooses, increase, decrease or
               discontinue payroll deductions for any or all such subsequent
               Phases by properly completing a new enrollment form during the
               Enrollment Period for such subsequent Phase and delivering such
               form to the Administrator by the due date indicated on such form.

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8.03           Change in Compensation During a Phase. In the event that the
               Participant's Compensation is, for any reason, increased or
               decreased during a Phase, so that the amount actually withheld on
               behalf of the Participant as of the termination date of the Phase
               is different from the amount anticipated to be withheld as
               determined on the commencement date of the Phase, then the extent
               to which the Participant may exercise his or her option shall be
               based on the amounts actually withheld on his or her behalf,
               subject to the limitations in Article IX. In the event of a
               change in the pay period of any Participant, such as from
               biweekly to monthly, an appropriate adjustment shall be made to
               the deduction in each new pay period so as to ensure the
               deduction of the proper amount authorized by the Participant.

8.04           Increases or Decreases During a Phase. In addition to the right
               to discontinue or withdraw payroll deductions during a Phase as
               provided in Article X, a Participant may increase or decrease the
               percentage of Compensation designated to be deducted as payroll
               deductions during a Phase (but not below 1% nor above 10%) by
               completing a new enrollment form and filing such form with the
               Administrator. Such increase or decrease shall be effective with
               the next payroll period beginning after the date that the
               Administrator receives such form and shall apply to all remaining
               Compensation paid during the Phase. The Participant may exercise
               the right to increase or decrease his or her payroll deductions
               only once during each Phase.


                              ARTICLE IX - OPTIONS


9.01           Grant of Option. Subject to Article X, a Participant who has
               elected to participate in the manner described in Article VIII
               and who is employed by the Corporation or a Subsidiary as of the
               commencement date of a Phase shall be granted an option as of
               such date to purchase that number of whole shares of Stock
               determined by dividing the total amount to be credited to the
               Participant's account by the option price per share set forth in
               Section 9.02(a) below. The option price per share for such Stock
               shall be determined under Section 9.02 hereof, and the number of
               shares exercisable shall be determined under Section 9.03 hereof.

9.02           Option Price. Subject to the limitations hereinbelow, the option
               price for such Stock shall be the lower of the amounts determined
               under paragraphs (a) and (b) below:

                    (a)  Eighty-five percent (85%) of the closing price for a
                    share of the Corporation's Stock as reported on the Nasdaq
                    National Market, Nasdaq SmallCap Market or on an established
                    securities exchange as of the commencement date of the
                    Phase; or

                    (b)  Eighty-five percent (85%) of the closing price for a
                    share of the Corporation's Stock as reported on the Nasdaq
                    National Market, Nasdaq

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               SmallCap Market or on an established securities exchange as of
               the termination date of the Phase.

          In the event that the commencement or termination date of a Phase is a
          Saturday, Sunday or holiday, the amounts determined under the
          foregoing subsections shall be determined using the price as of the
          last preceding trading day.

          If the Corporation's Stock is not listed on the Nasdaq National
          Market, Nasdaq SmallCap Market or on an established securities
          exchange, then the option price shall equal the lesser of (i)
          eighty-five percent (85%) of the fair market value of a share of the
          Corporation's Stock as of the commencement date of the Phase; or (ii)
          eighty-five percent (85%) of the fair market value of such stock as of
          the termination date of the Phase. Such "fair market value" shall be
          determined by the Board.

9.03      Limitations. No employee shall be granted an option hereunder:

               (a) Which permits his or her rights to purchase Stock under all
               employee stock purchase plans of the Corporation or its
               Subsidiaries to accrue at a rate which exceeds Twenty-Five
               Thousand Dollars ($25,000) of fair market value of such Stock
               (determined at the time such option is granted) for each calendar
               year in which such option is outstanding at any time;

               (b) If such employee would own and/or hold, immediately after the
               grant of the option, Stock possessing five percent (5%) or more
               of the total combined voting power or value of all classes of
               stock of the Corporation or of any Subsidiary. For purposes of
               determining stock ownership under this paragraph, the rules of
               Section 424(d) of the Code and the regulations thereunder shall
               apply.

               (c) Which, if exercised, would cause the limits established by
               the Administrator under Section 5.02 to be exceeded.

9.04      Exercise of Option. Subject to a Participant's right to withdraw in
          the manner provided in Section 10.01, a Participant's option for the
          purchase of shares of Stock will be exercised automatically on the
          termination date of that Phase. In no event, however, shall a
          Participant be allowed to exercise an option for more shares of Stock
          than can be purchased with the payroll deductions accumulated by the
          Participant in his or her bookkeeping account during such Phase.

9.05      Delivery of Shares. As promptly as practicable after the termination
          of any Phase, the Corporation's transfer agent or other authorized
          representative shall deliver to each Participant herein certificates
          for that number of whole shares of Stock purchased upon the exercise
          of the Participant's option. The Corporation may, in its sole
          discretion, arrange with the Corporation's transfer agent or other
          authorized

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          representative to establish, at the direction of the Participant,
          individual securities accounts to which will be credited that number
          of whole shares of Stock that are purchased upon such exercise, such
          securities account to be subject to such terms and conditions as may
          be imposed by the transfer agent or authorized representative.

          The shares of the Corporation's common stock to be delivered to a
          Participant pursuant to the exercise of an option under Section 9.04
          of the Plan will be registered in the name of the Participant or, if
          the Participant so directs by written notice to the Administrator
          prior to the termination date of the Phase, in the names of the
          Participant and one other person the Participant may designate as his
          joint tenant with rights of survivorship, to the extent permitted by
          law.

          Any accumulated payroll deductions remaining after the exercise of the
          Participant's option shall be returned to the Participant, without
          interest, on the first paycheck issued for the payroll period which
          begins on or immediately after the commencement date of the next
          Phase; provided, however, that the Corporation may, under rules of
          uniform application, retain such remaining amount in the Participant's
          bookkeeping account and apply it toward the purchase of shares of
          Stock in the next succeeding Phase, unless the Participant requests a
          withdrawal of such amount pursuant to Section 10.01.

                            ARTICLE X - WITHDRAWAL OR
                     DISCONTINUATION OF PAYROLL WITHHOLDINGS

10.01     Withdrawal. Once during the Phase, a Participant may request a
          withdrawal of all accumulated payroll deductions then credited to the
          Participant's bookkeeping account by completing a withdrawal form and
          filing such form with the Administrator. The Participant's request
          shall be effective as of the beginning of the next payroll period
          immediately following the date that the Administrator receives the
          Participant's properly completed withdrawal form. As soon as
          administratively feasible after the end of the Phase, all payroll
          deductions credited to a bookkeeping account for the Participant will
          be paid to such Participant, without interest, and no further payroll
          deductions will be made during that Phase or any future Phase unless
          the Participant completes a new enrollment form as provided in Section
          8.02 above. If the Participant requests a withdrawal, the option
          granted to the Participant under that Phase of the Plan shall
          immediately lapse and shall not be exercisable. Partial withdrawals of
          payroll deductions are not permitted.

          Notwithstanding the foregoing, in order to be effective for a
          particular Phase, the Participant's request for withdrawal must be
          properly completed and received by the Administrator on or before such
          date immediately preceding the termination date of the Phase
          established by the Administrator. Requests for withdrawal that are
          received after that due date shall not be effective and no withdrawal
          shall be made, unless otherwise determined by the Administrator.

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10.02     Discontinuation. At any time during the Phase, a Participant may also
          request that the Administrator discontinue any further payroll
          deductions that would otherwise be made during the remainder of the
          Phase by completing a new enrollment form and filing such form with
          the Administrator on or before such date immediately preceding the
          termination date of the Phase established by the Administrator. The
          Participant's request shall be effective as of the beginning of the
          next payroll period immediately following the date that the
          Administrator receives the Participant's properly completed enrollment
          form. Upon the effective date of the Participant's request, the
          Corporation will discontinue making payroll deductions for such
          Participant for that Phase, and all future Phases, unless the
          Participant completes a new enrollment form as provided in Section
          8.02 above.

                     ARTICLE XI - TERMINATION OF EMPLOYMENT

11.01     Termination. If, on or before the termination date of any Phase, a
          Participant's employment terminates with the Corporation for any
          reason, voluntarily or involuntarily, including by reason of
          retirement or death, the payroll deductions credited to such
          Participant's bookkeeping account for such Phase, if any, will be
          returned to the Participant, without interest, and any options granted
          to such Participant under the Plan shall immediately lapse and shall
          not be exercisable. The return of such payroll deductions shall be
          made to the Participant as soon as administratively practicable
          following the end of the Phase in which the Participant terminates
          employment. In the event that such termination occurs near the end of
          a Phase and the Corporation is unable to discontinue payroll
          deductions for such Participant for his or her final paycheck(s), such
          deductions shall still be made but shall be returned to the
          Participant as provided herein. In no event shall the accumulated
          payroll deductions be used to purchase any shares of Stock.

          If the option lapses as a result of the Participant's death, any
          accumulated payroll deductions credited to the Participant's
          bookkeeping account will be paid to the Participant's estate, without
          interest. In the event a Participant dies after exercise of the
          Participant's option but prior to delivery of the Stock to be
          transferred pursuant to the exercise of the option under Section 9.04
          above, any such Stock and/or accumulated payroll deductions remaining
          after such exercise shall be paid by the Corporation to the
          Participant's estate.

          The Corporation will not be responsible for or be required to give
          effect to the disposition of any cash or Stock or the exercise of any
          option in accordance with any will or other testamentary disposition
          made by such Participant or in accordance with the provisions of any
          law concerning intestacy, or otherwise. No person shall, prior to the
          death of a Participant, acquire any interest in any Stock, in any
          option or in the cash credited to the Participant's bookkeeping
          account during any Phase of the Plan.

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11.02     Subsidiaries. In the event that any Subsidiary ceases to be a
          Subsidiary of the Corporation, the employees of such Subsidiary shall
          be considered to have terminated their employment for purposes of
          Section 11.01 hereof as of the date the Subsidiary ceased to be a
          Subsidiary of the Corporation.

                    ARTICLE XII - STOCK RESERVED FOR OPTIONS

12.01     Shares Reserved. Subject to adjustment as provided in Section 14.01
          hereof, the maximum number of shares of Stock that shall be made
          available for sale under the Plan shall be five hundred thousand
          (500,000) shares, plus an annual increase to be added on the first day
          of each Fiscal Year beginning in 2002 equal to the lesser of (i) seven
          hundred and fifty thousand (750,000) shares, (ii) 2.5% of the issued
          and outstanding Stock on such date and (iii) a lesser amount
          determined by the Board. Shares subject to the unexercised portion of
          any lapsed or expired option may again be subject to option under the
          Plan.

12.02     Rights as Shareholder. The Participant shall have no rights as a
          shareholder with respect to any shares of Stock subject to the
          Participant's option until the date of the issuance of a stock
          certificate evidencing such shares as provided in Section 9.05. No
          adjustment shall be made for dividends (ordinary or extraordinary,
          whether in cash, securities or other property), distributions or other
          rights for which the record date is prior to the date such stock
          certificate is actually issued, except as otherwise provided in
          Section 14.01 hereof.

                   ARTICLE XIII - ACCOUNTING AND USE OF FUNDS

13.01     Bookkeeping Account. Payroll deductions for Participants shall be
          credited to bookkeeping accounts, established by the Corporation for
          each such Participant under the Plan. A Participant may not make any
          cash payments into such account. Such account shall be solely for
          bookkeeping purposes and shall not require the Corporation to
          establish any separate fund or trust hereunder. All funds from payroll
          deductions received or held by the Corporation under the Plan may be
          used, without limitation, for any corporate purpose by the
          Corporation, which shall not be obligated to segregate such funds from
          its other funds. In no event shall Participants be entitled to
          interest on the amounts credited to such bookkeeping accounts.

                       ARTICLE XIV - ADJUSTMENT PROVISION

14.01     General. Subject to any required action by the shareholders of the
          Corporation, in the event of an increase or decrease in the number of
          outstanding shares of Stock or in the event the Stock is changed into
          or exchanged for a different number or kind of

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          shares of stock or other securities of the Corporation or another
          corporation by reason of a reorganization, merger, consolidation,
          divestiture (including a spin-off), liquidation, recapitalization,
          reclassification, stock dividend, stock split, combination of shares,
          rights offering or any other change in the corporate structure or
          shares of the Corporation, the Board (or, if the Corporation is not
          the surviving corporation in any such transaction, the board of
          directors of the surviving corporation), in its sole discretion, shall
          adjust the number and kind of securities subject to and reserved under
          the Plan and, to prevent the dilution or enlargement of rights of
          those Eligible Employees to whom options have been granted, shall
          adjust the number and kind of securities subject to such outstanding
          options and, where applicable, the exercise price per share for such
          securities.

          In the event of the sale by the Corporation of substantially all of
          its assets and the consequent discontinuance of its business, or in
          the event of a merger, exchange, consolidation, reorganization,
          divestiture (including a spin-off), liquidation, reclassification or
          extraordinary dividend (collectively referred to as a "transaction"),
          after which the Corporation is not the surviving corporation, the
          Board may, in its sole discretion, at the time of adoption of the plan
          for such transaction, provide for one or more of the following:

               (a)  The acceleration of the exercisability of outstanding
                    options granted at the commencement of the Phase then in
                    effect, to the extent of the accumulated payroll deductions
                    made as of the date of such acceleration pursuant to Article
                    VIII hereof;

               (b)  The complete termination of this Plan and a refund of
                    amounts credited to the Participants' bookkeeping accounts
                    hereunder; or

               (c)  The continuance of the Plan only with respect to completion
                    of the then current Phase and the exercise of options
                    thereunder. In the event of such continuance, Participants
                    shall have the right to exercise their options as to an
                    equivalent number of shares of stock of the corporation
                    succeeding the Corporation by reason of such transaction.

          In the event of a transaction where the Corporation survives, then the
          Plan shall continue in effect, unless the Board takes one or more of
          the actions set forth above. The grant of an option pursuant to the
          Plan shall not limit in any way the right or power of the Corporation
          to make adjustments, reclassifications, reorganizations or changes in
          its capital or business structure or to merge, exchange or consolidate
          or to dissolve, liquidate, sell or transfer all or any part of its
          business or assets.

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                   ARTICLE XV - NONTRANSFERABILITY OF OPTIONS

15.01     Nontransferability. Options granted under any Phase of the Plan shall
          not be transferable and shall be exercisable only by the Participant
          during the Participant's lifetime.

15.02     Nonalienation. Neither payroll deductions granted to a Participant's
          account, nor any rights with regard to the exercise of an option or to
          receive Stock under any Phase of the Plan may be assigned,
          transferred, pledged or otherwise disposed of in any way by the
          Participant. Any such attempted assignment, transfer, pledge or other
          disposition shall be null and void and without effect, except that the
          Corporation may, at its option, treat such act as an election to
          withdraw in accordance with Section 10.01.

                     ARTICLE XVI - AMENDMENT AND TERMINATION

16.01     General. The Plan may be terminated at any time by the Board of
          Directors, provided that, except as permitted in Section 14.01 hereof,
          no such termination shall take effect with respect to any options then
          outstanding. The Board may, from time to time, amend the Plan as it
          may deem proper and in the best interests of the Corporation or as may
          be necessary to comply with Code Section 423, as amended, and the
          regulations thereunder, or other applicable laws or regulations;
          provided, however, no such amendment shall, without the consent of a
          Participant, materially adversely affect or impair the right of a
          Participant with respect to any outstanding option; and provided,
          further, that no such amendment shall:

               (a)  increase the total number of shares for which options may be
                    granted under the Plan (except as provided in Section 14.01
                    herein);

               (b)  modify the group of Subsidiaries whose employees may be
                    eligible to participate in the Plan or materially modify any
                    other requirements as to eligibility for participation in
                    the Plan; or

               (c)  materially increase the benefits accruing to Participants
                    under the Plan;

          without the approval of the Corporation's shareholders, if such
          approval is required for compliance with Code Section 423, as amended,
          and the regulations thereunder, or other applicable laws or
          regulations.

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                             ARTICLE XVII - NOTICES

17.01     General. All notices, forms, elections or other communications in
          connection with the Plan or any Phase thereof shall be in such form as
          specified by the Corporation or the Administrator from time to time,
          and shall be deemed to have been duly given when received by the
          Participant or his or her personal representative or by the
          Corporation or its designated representative, as the case may be.

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