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                                                                 EXHIBIT 10.9(u)

                       PEDIATRIC SERVICES OF AMERICA, INC.

                           DIRECTORS STOCK OPTION PLAN

              (As Amended and Restated Effective November 28, 2001)

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                       PEDIATRIC SERVICES OF AMERICA, INC.

                           DIRECTORS STOCK OPTION PLAN

                (As Amended and Restated Effective November 28, 2001)

                                    ARTICLE 1
                                     Purpose

     1.1 General Purpose. Pediatric Services of America, Inc. hereby amends and
restates the Pediatric Services of America, Inc. Directors Stock Option Plan
originally established effective June 10, 1994. This document also reflects
Amendment No. 1 to this Plan (effective November 28, 2001). This Plan permits
the grant of nonqualified stock options for the purpose of promoting the
long-term growth and profitability of the Company by providing Directors with
incentives to improve stockholder value and to contribute to the success of the
Company through ownership of the Company's stock. The Company also intends that
the Plan will enable the Company to attract and retain persons of outstanding
quality.

         1.2  Intended Tax Effects of Options. Any NQSO granted hereunder should
be taxed in accordance with Code (S)83.


                                    ARTICLE 2
                                   Definitions

         The following words and phrases as used in this Plan shall have the
meanings set forth in this Article unless a different meaning is clearly
required by the context:

         2.1  1933 Act shall mean the Securities Act of 1933, as amended.

         2.2  1934 Act shall mean the Securities Exchange Act of 1934, as
amended.

         2.3  Beneficiary shall mean, with respect to an Optionee, the Person or
Persons who acquire the Options of such Optionee by bequest or inheritance. To
the extent that an Option has not yet been distributed to such Person or Persons
from a deceased Optionee's estate, an Option may be exercised by the executor or
administrator (as applicable) of the deceased Optionee's estate.

         2.4  Board shall mean the Board of Directors of the Company.

         2.5  Code shall mean the Internal Revenue Code of 1986, as amended.

         2.6  Committee shall mean the Compensation Committee of the Board of
Directors, or such other committee appointed by the Board to administer and
interpret the Plan in accordance with Article 3 below. If the Board does not
designate the Compensation Committee or another committee to administer and
interpret the Plan, the Board shall act as the Committee.

         2.7  Common Stock shall mean the common stock of the Company.

         2.8  Company shall mean Pediatric Services of America, Inc., a Delaware
corporation.

         2.9  Director shall mean individuals who are serving as a member of the
Board (i.e., a director of the Company) or who are serving as a member of the
board of directors of a parent or subsidiary corporation of the Company.

         2.10 Disability shall mean, with respect to an individual, the total
and permanent disability of such individual as determined by the Committee in
its sole discretion.

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         2.11 Eligible Director shall mean a Director who is not an employee of
the Company.

         2.12 Effective Date shall mean the date on which the amended and
restated Plan evidenced by this document was adopted by the Board, subject to
shareholder approval. See Article 9 herein.

         2.13 Fair Market Value of the Common Stock as of a date of
determination shall mean the following:

              (a) Stock Listed and Shares Traded. If the Common Stock is listed
         and traded on a national securities exchange (as such term is defined
         by the 1934 Act), the Nasdaq National Market or other quotation service
         on the date of determination, the Fair Market Value per share shall be
         the closing price of a share of the Common Stock on said national
         securities exchange, the Nasdaq National Market or other quotation
         service on the date of determination. If the Common Stock is traded in
         the over-the-counter market, the Fair Market Value per share shall be
         the average of the closing bid and asked prices on the date of
         determination.

              (b) Stock Listed But No Shares Traded. If the Common Stock is
         listed on a national securities exchange or on The Nasdaq National
         Market but no shares of the Common Stock are traded on the date of
         determination but there were shares traded on dates within a reasonable
         period before the date of determination, the Fair Market Value shall be
         the closing price of the Common Stock on the most recent date before
         the date of determination. If the Common Stock is regularly traded in
         the over-the-counter market but no shares of the Common Stock are
         traded on the date of determination (or if records of such trades are
         unavailable or burdensome to obtain) but there were shares traded on
         dates within a reasonable period before the date of determination, the
         Fair Market Value shall be the average of the closing bid and asked
         prices of the Common Stock on the most recent date before the date of
         determination.

              (c) Stock Not Listed. If the Common Stock is not listed on a
         national securities exchange or on The Nasdaq National Market and is
         not regularly traded in the over-the-counter market, then the Committee
         shall determine the Fair Market Value of the Common Stock from all
         relevant available facts, which may include the average of the closing
         bid and ask prices reflected in the over-the-counter market on a date
         within a reasonable period either before or after the date of
         determination or opinions of independent experts as to value and may
         take into account any recent sales and purchases of such Common Stock
         to the extent they are representative.

         The Committee's determination of Fair Market Value, which shall be made
pursuant to the foregoing provisions, shall be final and binding for all
purposes of this Plan.

         2.14 NQSO shall mean an option to which Code (S)421 does not apply.

         2.15 Option shall mean NQSOs, as applicable, granted to individuals
pursuant to the terms and provisions of this Plan.

         2.16 Option Agreement shall mean a written agreement, executed and
dated by the Company and an Optionee, evidencing an Option granted under the
terms and provisions of this Plan, setting forth the terms and conditions of
such Option, and specifying the name of the Optionee and the number of shares of
stock subject to such Option.

         2.17 Option Price shall mean the purchase price of the shares of Common
Stock underlying an Option.

         2.18 Optionee shall mean an individual who is granted an Option
pursuant to the terms and provisions of this Plan.

         2.19 Person shall mean any individual, organization, corporation,
partnership or other entity.

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          2.20 Plan shall mean this Pediatric Services Of America, Inc.
Directors Stock Option Plan, as amended and restated as of the Effective Date.


                                    ARTICLE 3
                                 Administration

          3.1  General Administration. The Plan shall be administered and
interpreted by the Committee. Subject to the express provisions of the Plan, the
Committee shall have discretionary authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the Option Agreements by which Options
shall be evidenced (which shall not be inconsistent with the terms of the Plan),
and to make all other determinations necessary or advisable for the
administration of the Plan, all of which determinations shall be final, binding
and conclusive.

          3.2  Appointment. The Board may appoint a committee from among its
members (which may be the Compensation Committee or some other committee of
Board members) to serve at the pleasure of the Board as the Committee under this
Plan in lieu of the Board. The Board from time to time may remove members from,
or add members to, the Committee and shall fill all vacancies thereon. The
Committee at all times shall be composed of two or more Directors. No Director
serving on the Committee may be a current employee of the Company or a former
employee of the Company (or any corporation affiliated with the Company under
Code (S)1504) receiving compensation for prior services (other than benefits
under a tax-qualified retirement plan) during each taxable year during which the
Director serves on the Committee. Furthermore, no Director serving on the
Committee shall be or have ever been an officer of the Company (or any Code
(S)1504 affiliated corporation), or shall be receiving remuneration (directly or
indirectly) from such a corporation in any capacity other than as a Director.

          3.3  Organization. The Committee may select one of its members as its
chairman and shall hold its meetings at such times, in such manner, and at such
places as it shall deem advisable. A majority of the Committee shall constitute
a quorum, and such majority shall determine its actions. The Committee shall
keep minutes of its proceedings and shall report the same to the Board at the
meeting next succeeding.

          3.4  Indemnification. In addition to such other rights of
indemnification as they have as Directors or as members of the Committee, the
members of the Committee, to the extent permitted by applicable law, shall be
indemnified by the Company against reasonable expenses (including, without
limitation, attorneys' fees) actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Options
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved to the extent required by and in the
manner provided by the articles or certificate of incorporation or the bylaws of
the Company relating to indemnification of Directors) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member or members did not act in good faith and
in a manner he or they reasonably believed to be in or not opposed to the best
interest of the Company.

                                    ARTICLE 4
                                      Stock

          The stock subject to the Options and other provisions of the Plan may
be authorized but unissued or reacquired, whether on the market or otherwise,
shares of Common Stock. Subject to readjustment in accordance with the
provisions of Article 7, the total number of shares of Common Stock for which
Options may be granted to persons participating in the Plan shall not exceed in
the aggregate 300,000 shares of Common Stock. Notwithstanding the foregoing,
shares of Common Stock allocable to the unexercised portion of any expired or
terminated Option returned to the Company by forfeiture again may become

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subject to Options under the Plan.

                                    ARTICLE 5
                   Eligibility to Receive and Grant of Options

          5.1  Individuals Eligible for Grants of Options. The individuals
eligible to receive Options hereunder shall be the Eligible Directors of the
Company.

          5.2  Grants of Options. Subject to the provisions of the Plan, the
Committee shall have the authority and sole discretion to determine and
designate, from time to time, those individuals (from among the individuals
eligible for a grant of Options under the Plan pursuant to Section 5.1 above) to
whom Options will actually be granted, the Option Price of the shares covered by
any Options granted, the manner in and conditions under which Options are
exercisable (including, without limitation, any limitations or restrictions
thereon) and the time or times at which Options shall be granted. In making such
determinations, the Committee may take into account such factors as the
Committee, in its sole discretion, shall deem relevant. In its authorization of
the granting of an Option hereunder, the Committee shall specify the name of the
Optionee, the number of shares of stock subject to such Option and the Option
Price. The Committee may grant, at any time, new Options to an Optionee who
previously has received Options, whether such Options include prior Options that
still are outstanding, previously have been exercised in whole or in part, have
expired or are canceled in connection with the issuance of new Options. No
individual shall have any claim or right to be granted Options under the Plan.

                                    ARTICLE 6
                         Terms and Conditions of Options

          Options granted hereunder and Option Agreements shall comply with and
be subject to the following terms and conditions:

          6.1  Requirement of Option Agreement. Upon the grant of an Option
hereunder, the Committee shall prepare (or cause to be prepared) an Option
Agreement. The Committee shall present such Option Agreement to the Optionee.
Upon execution of such Option Agreement by the Optionee, such Option shall be
deemed to have been granted effective as of the date of grant. The failure of
the Optionee to execute the Option Agreement within 90 days after the date of
the receipt of same shall render the Option Agreement and the underlying Option
null and void ab initio.

          6.2  Optionee and Number of Shares. Each Option Agreement shall state
the name of the Optionee and the total number of shares of the Common Stock to
which it pertains, the Option Price, and the date as of which the Option was
granted under this Plan.

          6.3  Vesting. Unless otherwise specified by the Committee in an
Optionee's Option Agreement, each Option granted under this Plan shall become
100% exercisable (i.e., vested) on the first anniversary of the grant date. If
an Optionee ceases to be a Director of the Company, his rights with regard to
all non-vested Options shall cease immediately.

          6.4  Option Price. The Option Price of the shares of Common Stock
underlying each Option shall be the Fair Market Value of the Common Stock on the
date the Option is granted. Upon execution of an Option Agreement by both the
Company and Optionee, the date as of which the Committee granted the Option as
specified in the Option Agreement shall be considered the date on which such
Option is granted.

          6.5  Terms of Options. Terms of Options granted under the Plan shall
commence on the date of grant and shall expire on such date as the Committee may
determine for each Option, provided however that in no event shall any Option be
exercisable after ten years from the date the Option is granted. No Option shall
be granted hereunder after ten years from the earlier of (a) the date this Plan
is approved by the shareholders, or (b) the date the Plan is adopted by the
Board.

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          6.6   Terms of Exercise. The exercise of an Option may be for less
than the full number of shares of Common Stock subject to such Option, but such
exercise shall not be made for less than (i) 100 shares or (ii) the total
remaining shares subject to the Option, if such total is less than 100 shares.
Subject to the other restrictions on exercise set forth herein, the unexercised
portion of an Option may be exercised at a later date by the Optionee.

          6.7   Method of Exercise. All Options granted hereunder shall be
exercised by written notice directed to the Secretary of the Company at its
principal place of business or to such other person as the Committee may direct.
Each notice of exercise shall identify the Option which the Optionee is
exercising (in whole or in part) and shall be accompanied by payment of the
Option Price for the number of shares specified in such notice and by any
documents required by Section 8.1. The Company shall make delivery of such
shares within a reasonable period of time; provided, if any law or regulation
requires the Company to take any action (including, but not limited to, the
filing of a registration statement under the 1933 Act and causing such
registration statement to become effective) with respect to the shares specified
in such notice before the issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to take such action.

          6.8   Medium and Time of Payment.

                (a) The Option Price shall be payable upon the exercise of the
          Option in an amount equal to the number of shares then being purchased
          times the per share Option Price. To the extent permitted by
          applicable statutes and regulations, payment shall be (A) in cash; (B)
          by delivery to the Company of a certificate or certificates for shares
          of the Common Stock duly endorsed for transfer to the Company with
          signature guaranteed by a member firm of a national stock exchange
          or by a national or state bank or a federally chartered thrift
          institution (or guaranteed or notarized in such other manner as the
          Committee may require); (C) by delivery to the Company of such other
          property or by the performance for the Company of such services as may
          be acceptable to the Committee and allowed under applicable law; (D)
          in any other form of legal consideration (which may include a deferred
          payment arrangement); or (E) by a combination of (A), (B), (C) and
          (D), provided however that the Committee, in its sole discretion, may
          from time to time place limits on the availability of (or deny
          approval to) any proposed method of payment described in (B) through
          (E).

                (b) If all or part of the Option Price is paid by delivery of
          shares of the Common Stock, on the date of such payment, the
          Optionee must have held such shares for at least six months from (i)
          the date of acquisition, in the case of shares acquired other than
          through a stock option or other stock award plan, or (ii) the date
          of grant or award in the case of shares acquired through such a
          plan; and the value of such Common Stock (which shall be the Fair
          Market Value of such Common Stock on the date of exercise) shall be
          less than or equal to the total Option Price payment. If the
          Optionee delivers Common Stock with a value that is less than the
          total Option Price, then such Optionee shall pay the balance of the
          total Option Price in cash, other property or services, as provided
          in subsection (a) above.

                (c) In addition to the payment of the purchase price of the
          shares then being purchased, an Optionee also shall pay in cash (or
          have withheld from his normal pay) an amount equal to, or by
          instructing the Company to retain Common Stock upon the exercise of
          the Option with a Fair Market Value equal to, the amount, if any,
          which the Company at the time of exercise is required to withhold
          under the income tax or Federal Insurance Contribution Act tax
          withholding provisions of the Code, of the income tax laws of the
          state of the Optionee's residence, and of any other applicable law.
          The Optionee may also satisfy all or a part of his withholding tax
          obligation by delivering to the Company owned and unencumbered
          shares of the Common Stock having a Fair Market Value less than or
          equal to the amount of the withholding tax obligation, provided
          however that such shares meet the holding requirements of subsection
          (b) of this Section 6.8.

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        6.9     Effect of Termination of Service, Disability or Death. Unless
otherwise specified by the Committee in the applicable Option Agreement, in the
event an Optionee ceases to be a Director of the Company for any reason,
including death or Disability, any Option or unexercised portion thereof granted
to him shall terminate on and shall not be exercisable after the expiration date
of the Option. Prior to the termination date specified in the preceding sentence
of this section, the Option shall be exercisable only in accordance with its
terms and only for the number of shares exercisable on the date of termination
of service. The question of whether a termination of service has occurred for
purposes of the Plan shall be determined by the Committee, which determination
shall be final and conclusive. In the event the termination of service is a
result of the Optionee's death, any Option or unexercised portion thereof
granted to him which is otherwise exercisable may be exercised by his
Beneficiary as if such Beneficiary is the named Optionee.

        6.10    Restrictions on Transfer and Exercise of Options. No Option
shall be assignable or transferable by the Optionee except by will or by the
laws of descent and distribution, and any purported transfer shall be null and
void. During the lifetime of an Optionee, the Option shall be exercisable only
by him; provided, however, that in the event the Optionee is incapacitated and
unable to exercise Options, such Options may be exercised by such Optionee's
legal guardian, legal representative, fiduciary or other representative whom the
Committee deems appropriate based on applicable facts and circumstances.

        6.11    Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to shares covered by his Option until date of the
issuance of the shares to him and only after the Option Price of such shares is
fully paid. Unless specified in Article 7, no adjustment will be made for
dividends or other rights for which the record date is prior to the date of such
issuance.

        6.12    No Obligation to Exercise Option. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

        6.13    Acceleration. The Committee shall at all times have the power to
accelerate the vesting date of Options previously granted under this Plan.

        6.14    Holding Period. Shares underlying any Option granted hereunder
to an Optionee who is an "affiliate" of the Company subject to the "short-swing
profit provisions" of Section 16(b) of the 1934 Act are subject to a six-month
holding period. Such holding period will be satisfied if, with respect to any
vested (i.e., exercisable) Option that is exercised within six months of the
date of grant, the shares acquired upon exercise are not disposed of until a
minimum of six months have elapsed from the date of grant of the Option.
Notwithstanding the foregoing, the Committee may, in its sole discretion, waive
the preceding required holding period with respect to any Optionee.

                                    ARTICLE 7
                   Adjustments Upon Changes in Capitalization

        7.1     Recapitalization. In the event that the outstanding shares of
the Common Stock of the Company are hereafter increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of a recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares of the Common Stock, the
following rules shall apply:

                (a) The Committee shall make an appropriate adjustment in the
         number and kind of shares available for the granting of Options under
         the Plan.

                (b) The Committee also shall make an appropriate adjustment in
         the number and kind of shares as to which outstanding Options, or
         portions thereof then unexercised, shall be exercisable; any such
         adjustment in any outstanding Options shall be made without change in
         the total price applicable to the unexercised portion of such Option
         and with a corresponding adjustment in the

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        Option Price per share. No fractional shares shall be issued or optioned
        in making the foregoing adjustments, and the number of shares available
        under the Plan or the number of shares subject to any outstanding
        Options shall be the next lower number of shares, rounding all fractions
        downward.

                (c) If any rights or warrants to subscribe for additional shares
        are given pro rata to holders of outstanding shares of the class or
        classes of stock then set aside for the Plan, each Optionee shall be
        entitled to the same rights or warrants on the same basis as holders of
        the outstanding shares with respect to such portion of his Option as is
        exercised on or prior to the record date for determining shareholders
        entitled to receive or exercise such rights or warrants.

        7.2     Reorganization. Subject to any required action by the
shareholders, if the Company shall be a party to any reorganization involving
merger, consolidation, acquisition of the stock or acquisition of the assets of
the Company, the Committee, in its discretion, may declare that:

                (a) any Option granted but not yet exercised shall pertain to
        and apply, with appropriate adjustment as determined by the Committee,
        to the securities of the resulting corporation to which a holder of the
        number of shares of the Common Stock subject to such Option would have
        been entitled;

                (b) any or all outstanding Options granted hereunder shall
        become immediately nonforfeitable and fully exercisable or vested (to
        the extent permitted under federal or state securities laws); and/or

                (c) any or all Options granted hereunder shall become
        immediately nonforfeitable and fully exercisable or vested (to the
        extent permitted under federal or state securities laws) and are to be
        terminated after giving at least 30 days' notice to the Optionees to
        whom such Options have been granted.

        7.3     Dissolution and Liquidation. If the Board adopts a plan of
dissolution and liquidation that is approved by the shareholders of the Company,
the Committee shall give each Optionee written notice of such event at least ten
days prior to its effective date, and the rights of all Optionees shall become
immediately nonforfeitable and fully exercisable or vested (to the extent
permitted under federal or state securities laws).

        7.4     Limits on Adjustments. Any issuance by the Company of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of the Common Stock subject to any Option, except
as specifically provided otherwise in this Article. The grant of Options
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge, consolidate or dissolve, or to
liquidate, sell or transfer all or any part of its business or assets. All
adjustments the Committee makes under this Article shall be conclusive.


                                    ARTICLE 8
                Agreement by Optionee and Securities Registration

        8.1     Agreement. If, in the opinion of counsel to the Company, such
action is necessary or desirable, no Options shall be granted to any Optionee,
and no Option shall be exercisable, unless, at the time of grant or exercise, as
applicable, such Optionee (i) represents and warrants that he will acquire the
Common Stock for investment only and not for purposes of resale or distribution,
and (ii) makes such further representations and warranties as are deemed
necessary or desirable by counsel to the Company with regard to holding and
resale of the Common Stock. The Optionee shall, upon the request of the
Committee, execute and deliver to the Company an agreement or affidavit to such
effect. Should the Committee have

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reasonable cause to believe that such Optionee did not execute such agreement or
affidavit in good faith, the Company shall not be bound by the grant of the
Option or by the exercise of the Option. All certificates representing shares of
Common Stock issued pursuant to the Plan may be marked with a restrictive
legend, if such marking, in the opinion of counsel to the Company, is necessary
or desirable.

        8.2     Registration. In the event that the Company in its sole
discretion shall deem it necessary or advisable to register, under the 1933 Act
or any state securities laws or regulations, any shares with respect to which
Options have been granted hereunder, then the Company shall take such action at
its own expense before delivery of the certificates representing such shares to
an Optionee. In such event, and if the shares of Common Stock of the Company
shall be listed on any national securities exchange or on The Nasdaq National
Market at the time of the exercise of any Option, the Company shall make prompt
application at its own expense for the listing on such stock exchange or The
Nasdaq National Market of the shares of Common Stock to be issued.


                                    ARTICLE 9
                                 Effective Date

        The Plan is effective as of the Effective Date, and no Options shall be
granted hereunder prior to said date. Adoption of the Plan shall be approved by
the shareholders of the Company at the earlier of (i) the annual meeting of the
shareholders of the Company which immediately follows the date of the first
grant or award of Options hereunder, or (ii) 12 months after the adoption of the
Plan by the Board, but in no event earlier than 12 months prior to the adoption
of the Plan by the Board. Shareholder approval shall be made by a majority of
the votes cast at a duly held meeting at which a quorum representing a majority
of all outstanding voting stock is, either in person or by proxy, present and
voting on the Plan, or by the written consent in lieu of a meeting of the
holders of a majority of the outstanding voting stock or such greater number of
shares of voting stock as may be required by the Company's articles or
certificate of incorporation and bylaws and by applicable law; provided,
however, such shareholder approval, whether by vote or by written consent in
lieu of a meeting, must be solicited substantially in accordance with the rules
and regulations in effect under Section 14(a) of the 1934 Act. Failure to obtain
such approval shall render the Plan and any Options granted hereunder null and
void ab initio.


                                   ARTICLE 10
                            Amendment and Termination

        10.1    Amendment and Termination By the Board. Subject to Section 10.2
below, the Board shall have the power at any time to add to, amend, modify or
repeal any of the provisions of the Plan, to suspend the operation of the entire
Plan or any of its provisions for any period or periods or to terminate the Plan
in whole or in part. In the event of any such action, the Committee shall
prepare written procedures which, when approved by the Board, shall govern the
administration of the Plan resulting from such addition, amendment,
modification, repeal, suspension or termination.

        10.2    Restrictions on Amendment and Termination. Notwithstanding the
provisions of Section 10.1 above, the following restrictions shall apply to the
Board's authority under Section 10.1 above:

        (a) Prohibition Against Adverse Affects on Outstanding Options. No
        addition, amendment, modification, repeal, suspension or termination
        shall adversely affect, in any way, the rights of the Optionees who have
        outstanding Options without the consent of such Optionees; and

        (b) Shareholder Approval Required for Certain Modifications. No
        modification or amendment of the Plan may be made without the prior
        approval of the shareholders of the Company if (i) such modification or
        amendment would materially increase the benefits accruing to
        participants under

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        the Plan, (ii) such modification or amendment would materially increase
        the number of securities which may be issued under the Plan, or (iii)
        such modification or amendment would modify the material terms of the
        Plan. Shareholder approval shall be made by a majority of the votes cast
        at a duly held meeting at which a quorum representing a majority of all
        outstanding voting stock is, either in person or by proxy, present and
        voting, or by the written consent in lieu of a meeting of the holders of
        a majority of the outstanding voting stock or such greater number of
        shares of voting stock as may be required by the Company's articles or
        certificate of incorporation and bylaws and by applicable law.

                                   ARTICLE 11
                            Miscellaneous Provisions

        11.1    Application of Funds. The proceeds received by the Company from
the sale of the Common Stock subject to the Options granted hereunder will be
used for general corporate purposes.

        11.2    Notices. All notices or other communications by an Optionee to
the Committee pursuant to or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.

        11.3    Term of Plan. Subject to the terms of Article 10, the Plan shall
terminate upon the later of (i) the complete exercise or lapse of the last
outstanding Option, or (ii) the last date upon which Options may be granted
hereunder under Section 6.5.

        11.4    Compliance with Rule 16b-3. This Plan is intended to be in
compliance with the requirements of Rule 16b-3 as promulgated under Section 16
of the 1934 Act.

        11.5    Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.

        11.6    Additional Provisions By Committee. The Option Agreements
authorized under the Plan may contain such other provisions, including, without
limitation, restrictions upon the exercise of an Option, as the Committee shall
deem advisable.

        11.7    Plan Document Controls. In the event of any conflict between the
provisions of an Option Agreement and the Plan, or between a Restriction
Agreement and the Plan, the Plan shall control.

        11.8    Gender and Number. Wherever applicable, the masculine pronoun
shall include the feminine pronoun, and the singular shall include the plural.

        11.9    Headings. The titles in this Plan are inserted for convenience
of reference; they constitute no part of the Plan and are not to be considered
in the construction hereof.

        11.10   Legal References. Any references in this Plan to a provision of
law which is, subsequent to the Effective Date of this Plan, revised, modified,
finalized or redesignated, shall automatically be deemed a reference to such
revised, modified, finalized or redesignated provision of law.

        11.11   No Rights to Employment. Nothing contained in the Plan, or any
modification thereof, shall be construed to give any individual any rights to
continue as a Director of the Company.

        11.12   Unfunded Arrangement. The Plan shall not be funded, and except
for reserving a sufficient number of authorized shares to the extent required by
law to meet the requirements of the Plan, the

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<PAGE>

Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the payment of any grant under
the Plan.

                                    * * * * *

               ADOPTED BY BOARD OF DIRECTORS ON NOVEMBER 28, 2001

         APPROVED BY SHAREHOLDERS AT ANNUAL MEETING ON JANUARY 29, 2002

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