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                                                                 EXHIBIT 10.9(t)

                       PEDIATRIC SERVICES OF AMERICA, INC.

                                STOCK OPTION PLAN

              (As Amended and Restated Effective November 28, 2001)

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                       PEDIATRIC SERVICES OF AMERICA, INC.

                                STOCK OPTION PLAN

              (As Amended and Restated Effective November 28, 2001)

                                    ARTICLE 1
                             Background and Purpose

         1.1 Background. On July 16, 1990, the Company adopted the Home Health
Acquisition Corp. 1990 Stock Option Plan, which was subsequently amended on
April 18, 1991. As of March 20, 1992, the Company amended and restated the
originally adopted plan to reflect changes in the requirements of Rule 16b-3
under the 1934 Act and to consolidate the existing plan and all previous
amendments into a single document. On May 27, 1994, the Company again amended
and restated the plan and consolidated all previous amendments into a single
document. This document further amends and restates the Plan as specified below
and also reflects Amendment No. 1 to this Plan.

         1.2 General Purpose. The purpose of this Plan is to further the growth
and development of the Company by encouraging key employees, directors,
consultants and advisors to obtain a proprietary interest in the Company by
owning its stock. The Company intends that the Plan will provide such persons
with an added incentive to continue in the service of the Company and will
stimulate their efforts in promoting the growth, efficiency and profitability of
the Company. The Company also intends that the Plan will afford the Company a
means of attracting to its service persons of outstanding quality.

         1.3 Intended Tax Effects of Options. It is intended that part of the
Plan qualify as an ISO (as hereinafter defined) plan and that any option granted
in accordance with such portion of the Plan qualify as an ISO (as hereinafter
defined), all within the meaning of Code (S)422. The tax effects of any NQSO
granted hereunder should be determined under 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 Affiliate shall mean any parent corporation or subsidiary
corporation, as those terms are defined in Code Sections 424(e) and (f),
respectively.

         2.4 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.

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

         2.6 Cause shall mean an act or acts by an individual involving personal
dishonesty, incompetence, willful misconduct, moral turpitude, intentional
failure to perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses), the use for
profit or disclosure to unauthorized persons of confidential information or
trade secrets of the Company, the breach of any contract with the Company, the
unlawful trading in the securities of the Company or of another corporation
based on information gained as a result of the performance of services for the
Company, a felony conviction or the failure to contest prosecution for a felony,
embezzlement, fraud, deceit or civil rights violations, any of which acts
causing the Company or any subsidiary liability or loss, as determined

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by the Committee in its sole discretion.

         2.7  Change of Control shall mean the occurrence of any one of the
following events:

                (a) Dissolution of the Company. The dissolution of the Company
                    or the Company's Subsidiary;

                (b) Liquidation. The liquidation of more than fifty percent in
                    value of the Company or the Subsidiary:

                (c) Sale of Assets. A sale of assets involving fifty percent or
                    more in value of the assets of the Company or of the
                    Subsidiary;

                (d) Merger of Company. Any merger or reorganization or
                    consolidation of the Company in which the Company is not the
                    surviving entity;

                (e) Merger of Subsidiary. Any merger or reorganization or
                    consolidation of the Subsidiary in which the Subsidiary is
                    not the surviving entity (other than a merger or
                    reorganization or consolidation with the Company or any
                    entity controlled by the Company);

                (f) Subsidiary Stock Sale. Any sale or other disposition of more
                    than fifty percent of the combined voting securities of the
                    Subsidiary; or

                (g) Transfer of Company Interest. Any transaction pursuant to
                    which the holders, as a group, of all of the securities of
                    the Company outstanding prior to the transaction hold, as a
                    group, less than fifty percent of the combined voting power
                    of the Company or any successor company outstanding after
                    the transaction.

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

         2.9  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.

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

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

         2.12 Director shall mean an individual who is 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.

         2.13 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.

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

         2.15 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), on 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.
                    Notwithstanding the foregoing, 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.

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                  (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.

         2.16 ISO shall mean an incentive stock option within the meaning of
Code (S)422(b).

         2.17 NQSO shall mean an option to which Code (S)421 (relating generally
to certain ISO and other options) does not apply.

         2.18 Option shall mean ISO's or NQSO's, as applicable, granted to
individuals pursuant to the terms and provisions of this Plan.

         2.19 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.

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

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

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

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

         2.24 Subsidiary shall mean Pediatric Services of America, Inc., a
Georgia corporation.


                                    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

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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 shall appoint the Committee from among its
members to serve at the pleasure 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. The requirements of this section are intended to comply with the
"outside director" requirements of Treas. Reg. (S)1.162-27(e)(3) or any
successor regulation, and shall be interpreted and construed in a manner which
assures compliance with the "outside" director requirement of Code
(S)162(m)(4)(C)(i).

         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 shall
be shares of Common Stock, authorized but unissued or reacquired, whether on the
market or otherwise. 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 1,750,000 shares of Common Stock, any of which may be granted in the
form of ISOs. 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 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 key employees, consultants and
advisors of the Company or its Affiliates, including such employees who are also
members of the Board or of the board of directors of any parent or subsidiary
corporation of the Company; provided, no non-employee director shall be eligible
to receive any Options

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pursuant to this Plan, and provided further, that only employees of the Company
and its "parent" or "subsidiary" corporations within the meaning of subsections
(e) and (f) of Code (S)424 shall be eligible to receive ISO's.

         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 the nature of the services
rendered by the respective employees, consultants or advisors to whom Options
may be granted, their present and potential contributions to the Company's
success and such other 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 whether such Option is an ISO or a NQSO. 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.

         5.3 Limitation on Exercisability of ISO's. Notwithstanding anything
herein to the contrary, the aggregate Fair Market Value of ISO's which are
granted to any employee under the Plan or any other stock option plan adopted by
the Company that are first exercisable in any one calendar year shall not exceed
$100,000. The Committee shall interpret and administer the limitations set forth
in this Section in accordance with Code (S)422(d).

         5.4 Restriction on Grant of Stock Options. No more than 1,000,000
shares of Common Stock may be made subject to Options granted during a calendar
year to any one individual.

                                    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 shall first become exercisable (i.e.,
vested) with respect to such portions of the shares subject to such Option as
are specified in the schedule set forth herein below:

                  (a) Commencing as of the first anniversary of the date the
         Option is granted, the Optionee shall have the right to exercise the
         Option with respect to, and to thereby purchase, 25% of the shares
         subject to such Option. Prior to said date, the Option shall be
         unexercisable in its entirety.

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                  (b) Commencing as of each subsequent anniversary of the date
         the Option is granted thereafter, the Optionee shall have the right to
         exercise the Option with respect to, and to thereby purchase, an
         additional 25% of the shares subject to the Option, until such time as
         100% of the shares subject to the Option are exercisable.

                  (c) Notwithstanding subsections (a) and (b) above, any Options
         previously granted to an Optionee shall become immediately vested and
         exercisable for 100% of the number of shares subject to the Options
         upon the Optionee's becoming Disabled or upon his death or upon a
         Change in Control.

         Other than as provided above, if an Optionee ceases to be an employee,
consultant or advisor 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, unless otherwise determined by the Committee;
provided, in no event shall the Option Price of any ISO be less than 100% (110%
in the case of ISO's of Optionees who own more than ten percent of the voting
power of all classes of stock of either the Company or any "parent" or
"subsidiary" corporation of the Company (within the meaning of subsections (e)
and (f) of Code (S)424)) of the Fair Market Value of the Common Stock on the
date the Option is granted; and provided, further, in no event shall the Option
Price of any NQSO be less than 85% of the Fair Market Value of the Common Stock
on the date the Option is granted, unless otherwise expressly approved by the
Board or the Committee. 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, in no event shall any Option be exercisable
after ten years (five years in the case of ISO's granted to Optionees who own
more than ten percent of the voting power of all classes of stock of either the
Company or any parent or subsidiary) 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.

         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 9.1. 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. For
Options which are ISO's, written statements on Form 3921 shall be furnished to
the Optionee in accordance with Code (S)6039 on or before January 31 of the year
following the year in which the Option was exercised. See Treas. Reg.
(S)(S)1.6039-1 and -2, and 301.6039-1.

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         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). In the
         case of a deferred payment arrangement, interest shall be payable at
         least annually and shall be charged the minimum rate of interest
         necessary to avoid the treatment as interest, under any applicable
         provisions of the Code, of any amounts other than amounts stated to be
         interest under the deferred payment arrangement.

                  (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 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.

         6.9 Effect of Termination of Employment, Disability or Death. Except as
provided in subsections (a), (b) and (c) below, no Option shall be exercisable
unless the Optionee thereof shall have been an employee of the Company or an
Affiliate from the date of the granting of the Option until the date of
exercise; provided, the Committee, in its sole discretion, may waive the
application of this Section with respect to any Options granted hereunder and,
instead, may provide a different expiration date or dates in an Option
Agreement.

                  (a) Termination of Employment. In the event an Optionee ceases
         to be an employee, consultant, advisor or director of the Company or an
         Affiliate for any reason other than death or Disability, any Option
         granted to him shall terminate on and shall not be exercisable after
         the earliest to occur of (i) the expiration date of the Option or (ii)
         30 days after termination of the Optionee's employment or relationship
         as a consultant, advisor or director. Without limitation, an Option
         Agreement may also provide, in the discretion of the Committee, that
         (i) an Option will terminate on and shall not be exercisable after the
         date on which the Company or an Affiliate gives

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         notice to such Optionee of termination of employment if employment is
         terminated by the Company or an Affiliate or Cause (an Optionee's
         resignation in anticipation of termination of employment by the Company
         or an Affiliate for Cause shall constitute a notice of termination by
         the Company or an Affiliate) and/or (ii) in the event that an
         Optionee's employment terminates for a reason other than death or
         Disability at any time after a Change of Control, the term of all
         Options of that Optionee shall be extended through the end of the
         three-month period immediately following the date of such termination.
         Prior to the earlier of the dates specified in the preceding sentences
         of this subsection (a), 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 employment. The question of whether an
         authorized leave of absence or absence for military or government
         service or for any other reason shall constitute a termination of
         employment for purposes of the Plan shall be determined by the
         Committee, which determination shall be final and conclusive.

                  (b) Disability. Upon the termination of an Optionee's
         employment or other relationship with the Company or its Affiliates due
         to Disability, any Option or unexercised portion thereof granted to him
         which is otherwise exercisable shall terminate on and shall not be
         exercisable after the earlier to occur of (i) the expiration date of
         such Option, or (ii) 6 months after the date on which such Optionee
         ceases to be an employee, consultant, advisor or director of the
         Company or its Affiliates due to Disability; provided, the Committee
         may provide in the Option Agreement that such Option or any unexercised
         portion thereof shall terminate sooner. Prior to the earlier of such
         date, such Option shall be exercisable only in accordance with its
         terms and only for the number of shares exercisable on the date such
         Optionee's employment ceases due to Disability.

                  (c) Death. In the event of the death of the Optionee (i) while
         he is an employee, consultant, advisor or director of the Company or an
         Affiliate or (ii) within 30 days after the date on which such
         Optionee's employment (or other relationship with the Company or its
         Affiliate, as the case may be) terminated (for a reason other than
         Cause), any Option or unexercised portion thereof granted to him which
         is otherwise exercisable may be exercised by his Beneficiary at any
         time prior to the expiration of 6 months from the date of death of such
         Optionee, but in no event later than the date of expiration of the
         option period; provided, the Committee may provide in the Option
         Agreement that such Option or any unexercised portion thereof shall
         terminate sooner. Such exercise shall be effected pursuant to the terms
         of this Section 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

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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.

         6.15 Designation of Option as ISO or NQSO. Subject to the provisions of
this Article, each Option granted under the Plan shall be designated either as
an ISO or a NQSO. An Option Agreement evidencing both an ISO and a NQSO shall
identify clearly the status and terms of each Option.

         6.16 ISO's Converted to NQSO's. In the event any part or all of an
Option granted under the Plan which is intended to be an ISO at any time fails
to satisfy all of the requirements of an ISO, then such ISO shall be split into
an ISO and NQSO so that the portion of the Option, if any, that still qualifies
as an ISO shall remain an ISO and the portion that does not qualify as an ISO
shall become a NQSO. Such split of an Option into an ISO portion and a NQSO
portion shall be evidenced by one or more Option Agreements, as long as each
Option is identified clearly as to its status as an ISO or NQSO.

                                    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 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) Any adjustment to or assumption of ISO's under this
         Section shall be made in accordance with Code (S)424(a) and the
         regulations promulgated thereunder so as to preserve the status of such
         Options as ISO's under Code (S)422.

                  (d) 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 which does not constitute a Change of Control, 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

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         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 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 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 shall be 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

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<PAGE>

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 cause
                      the applicable portions of the Plan to fail to qualify as
                      an ISO plan pursuant to Code (S)422, (ii) such
                      modification or amendment would materially increase the
                      benefits accruing to participants under the Plan, (iii)
                      such modification or amendment would materially increase
                      the number of securities which may be issued under the
                      Plan, (iv) such modification or amendment would materially
                      modify the requirements as to eligibility for
                      participation in the Plan or (v) such modification or
                      amendment would modify the material terms of the Plan
                      within the meaning of Prop. Treas. Reg. (S)1.162-27(e)(4).
                      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; provided,
                      however, that for modifications described in clauses (ii),
                      (iii) and (iv) above, 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.


                                   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

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<PAGE>

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
employment with the Company or any Affiliate.

         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 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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