ACTEL CORPORATION

                        1993 EMPLOYEE STOCK PURCHASE PLAN

                     Amended and Restated as of May23, 2003

                        [subject to shareholder approval]



     The following constitute the provisions of the 1993 Employee Stock Purchase
Plan of Actel Corporation.

     1. Purpose.  The purpose of the Plan is to provide employees of the Company
and its Designated  Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated  payroll deductions.  It is the intention of the
Company to have the Plan  qualify as an  "Employee  Stock  Purchase  Plan" under
Section  423 of the Code.  The  provisions  of the Plan,  accordingly,  shall be
construed so as to extend and limit  participation  in a manner  consistent with
the requirements of that section of the Code.

     2. Definitions.

          (a) "Board" shall mean the Board of Directors of the Company.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "Common Stock" shall mean the Common Stock of the Company.

          (d) "Company" shall mean Actel Corporation, a California corporation.

          (e)  "Compensation"  shall mean all base straight time gross  earnings
     including  commissions,  overtime  and shift  premiums,  and all  incentive
     compensation, incentive payments, bonuses and other compensation.

          (f) "Designated  Subsidiaries"  shall mean the Subsidiaries which have
     been  designated  by the Board from time to time in its sole  discretion as
     eligible to participate in the Plan.

          (g)  "Employee"  shall mean any  individual  who is an employee of the
     Company or any Designated Subsidiary for tax purposes whose employment with
     the Company or any  Designated  Subsidiary  averages  at least  twenty (20)
     hours per week and more than five (5)  months  in any  calendar  year.  For
     purposes  of the Plan,  the  employment  relationship  shall be  treated as
     continuing  intact while the  individual is on sick leave or other leave of
     absence approved by the Company.  Where the period of leave exceeds 90 days
     and the  individual's  right to  reemployment  is not guaranteed  either by
     statute or by contract, the employment  relationship will be deemed to have
     terminated on the 91st day of such leave.

          (h)  "Enrollment  Date"  shall  mean the  first  day of each  Offering
     Period.

          (i) "Exercise Date" shall mean the last day of each Purchase Period.

          (j) "Fair  Market  Value"  shall  mean,  as of any date,  the value of
     Common Stock determined as follows:

               (1) If the  Common  Stock  is  listed  on any  established  stock
          exchange or a national market system, including without limitation the
          National  Market  System of the  National  Association  of  Securities
          Dealers,  Inc. Automated Quotation  ("NASDAQ") System, its Fair Market
          Value  shall be the  closing  sale price for the Common  Stock (or the
          mean of the closing bid and asked prices,  if no sales were reported),
          as quoted on such exchange (or the exchange  with the greatest  volume
          of  trading   in  Common   Stock)  or  system  on  the  date  of  such
          determination,  as reported  in the Wall Street  Journal or such other
          source as the Board deems reliable, or;

               (2) If the Common  Stock is quoted on the NASDAQ  system (but not
          on the National  Market  System  thereof) or is regularly  quoted by a
          recognized securities dealer but selling prices are not reported,  its
          Fair  Market  Value  shall be the mean of the  closing  bid and  asked
          prices  for the  Common  Stock on the date of such  determination,  as
          reported in the Wall Street  Journal or such other source as the Board
          deems reliable, or;

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

               (4) For purposes of the Enrollment  Date under the first Offering
          Period under the Plan, the Fair Market Value of the Common Stock shall
          be the Price to Public as set forth in the final prospectus filed with
          the Securities and Exchange  Commission pursuant to Rule 424 under the
          Securities Act of 1933, as amended.

          (k)  "Offering   Period"  shall  mean  the  period  of   approximately
     twenty-four (24) months during which an option granted pursuant to the Plan
     may be exercised. The first offering period shall commence with the date on
     which the  Company's  registration  statement on Form S-1 (or any successor
     form  thereof)  is  declared  effective  by  the  Securities  and  Exchange
     Commission.  This first offering period shall terminate on the last Trading
     Day in the period  ending  August 1 or February 1  approximately  24 months
     later.  Subsequent offering periods shall commence on the first Trading Day
     on or after August 1 and February 1 of each year and  terminate on the last
     Trading Day of the periods ending  twenty-four  months later.  The duration
     and timing of Offering Periods may be changed pursuant to Section 4 of this
     Plan.

          (l) "Plan" shall mean this Employee Stock Purchase Plan.

          (m)  "Purchase  Price"  shall mean an amount  equal to 85% of the Fair
     Market  Value of a share of Common Stock on the  Enrollment  Date or on the
     Exercise Date, whichever is lower.

          (n) "Purchase  Period" shall mean the  approximately  six month period
     commencing  after one Exercise Date and ending with the next Exercise Date,
     except that the first Purchase Period of any Offering Period shall commence
     on the Enrollment  Date and end with the next Exercise Date.  However,  the
     first Purchase  Period of the first  Offering  Period under the Plan may be
     more or less than six months in duration.

          (o) "Reserves" shall mean the number of shares of Common Stock covered
     by each  option  under the Plan which have not yet been  exercised  and the
     number of shares of Common  Stock which have been  authorized  for issuance
     under the Plan but not yet placed under options.

          (p)  "Subsidiary"  shall mean a corporation,  domestic or foreign,  of
     which not less than 50% of the voting  shares are held by the  Company or a
     Subsidiary,  whether or not such  corporation  now  exists or is  hereafter
     organized or acquired by the Company or a Subsidiary.

          (q) "Trading Day" shall mean a day on which national  stock  exchanges
     and the National  Association  of Securities  Dealers  Automated  Quotation
     (NASDAQ) System are open for trading.

     3. Eligibility.

          (a) Any Employee (as defined in Section  2(g)),  who shall be employed
     by the Company on a given  Enrollment Date shall be eligible to participate
     in the Plan.

          (b) Any  provisions  of the Plan to the contrary  notwithstanding,  no
     Employee shall be granted an option under the Plan (i) if immediately after
     the  grant,  such  Employee  (or any  other  person  whose  stock  would be
     attributed to such Employee  pursuant to Section  424(d) of the Code) would
     own  capital  stock of the  Company  and/or  hold  outstanding  options  to
     purchase  such  stock  possessing  five  percent  (5%) or more of the total
     combined  voting power or value of all classes of the capital  stock of the
     Company or of any  Subsidiary,  or (ii) which  permits his or her rights to
     purchase  stock under all employee  stock purchase plans of the Company and
     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.

     4. Offering  Periods.  The  Plan  shall  be  implemented  by  consecutive,
overlapping  Offering Periods with the first Offering Period commencing with the
date on which the Company's registration statement on Form S-1 (or any successor
form thereof) is declared  effective by the Securities and Exchange  Commission.
The Board  shall  have the power to change  the  duration  of  Offering  Periods
(including  the  commencement  dates  thereof) with respect to future  offerings
without shareholder  approval if such change is announced at least five (5) days
prior to the scheduled  beginning of the first  Offering  Period to be affected.
Absent  action  by the  Board,  each  Offering  Period  shall be for a period of
approximately twenty-four months (24) and new Offering Periods shall commence on
the first  Trading Day of February and August of each year.  The first  Offering
Period  under  the Plan may be more or less  than  twenty-four  (24)  months  in
duration.

     5. Participation.

          (a) An  eligible  Employee  may  become a  participant  in the Plan by
     completing a subscription  agreement authorizing payroll deductions (in the
     form of Exhibit A to this Plan) and  filing it with the  Company's  payroll
     office prior to the applicable Enrollment Date.

          (b) Payroll  deductions for a participant  shall commence on the first
     payroll  following the Enrollment Date and shall end on the last payroll in
     the  Offering  Period to which such  authorization  is  applicable,  unless
     sooner terminated by the participant as provided in Section 10 hereof.

     6. Payroll Deductions.

          (a) At the time a participant files his or her subscription agreement,
     he or she  shall  elect  to have  payroll  deductions  made on each pay day
     during the Offering Period in an amount not exceeding fifteen percent (15%)
     of the  Compensation  which he or she  receives  on each pay day during the
     Offering Period,  and the aggregate of such payroll  deductions  during the
     Offering Period shall not exceed fifteen percent (15%) of the participant's
     Compensation during said Offering Period.

          (b) All payroll deductions made for a participant shall be credited to
     his or her account under the Plan and will be withheld in whole percentages
     only. A participant may not make any additional payments into such account.

          (c) A participant may discontinue his or her participation in the Plan
     as provided in Section 10 hereof,  or may  increase or decrease the rate of
     his or her payroll deductions during the Offering Period by filing with the
     Company  a new  subscription  agreement  authorizing  a change  in  payroll
     deduction  rate.  The Board  may,  in its  discretion,  limit the number of
     participation  rate changes during any Offering Period.  The change in rate
     shall be effective  with the first full payroll  period  following five (5)
     business days after the Company's receipt of the new subscription agreement
     unless the Company elects to process a given change in  participation  more
     quickly. A participant's  subscription agreement shall remain in effect for
     successive  Offering  Periods  unless  terminated as provided in Section 10
     hereof.

          (d) Notwithstanding  the foregoing,  to the extent necessary to comply
     with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
     payroll  deductions  may be decreased to 0% if the following  should occur:
     For the Purchase Periods that end during a single calendar year, the sum of
     all payroll deductions that have been used to purchase stock under the Plan
     plus all payroll  deductions  accumulated  for the purchase of stock equals
     $21,250.  Payroll  deductions shall recommence at the rate provided in such
     participant's subscription agreement at the beginning of the first Purchase
     Period which is scheduled to end in the subsequent  calendar  year,  unless
     terminated by the participant as provided in Section 10 hereof.

          (e) At the time the option is  exercised,  in whole or in part,  or at
     the time some or all of the Company's Common Stock issued under the Plan is
     disposed of, the participant must make adequate provision for the Company's
     federal, state, or other tax withholding  obligations,  if any, which arise
     upon the exercise of the option or the  disposition of the Common Stock. At
     any time, the Company may, but will not be obligated to,  withhold from the
     participant's  compensation  the amount  necessary  for the Company to meet
     applicable withholding  obligations,  including any withholding required to
     make available to the Company any tax  deductions or benefits  attributable
     to sale or early disposition of Common Stock by the Employee.

     7. Grant of Option.  On the Enrollment Date of each Offering  Period,  each
eligible  Employee  participating  in such  Offering  Period shall be granted an
option  to  purchase  on the  Exercise  Date of  such  Offering  Period  (at the
applicable  Purchase  Price) up to a number of  shares of the  Company's  Common
Stock  determined by dividing such  Employee's  payroll  deductions  accumulated
prior to such Exercise Date and retained in the Participant's  account as of the
Exercise  Date by the  applicable  Purchase  Price;  provided that such purchase
shall be subject to the  limitations  set forth in Sections  3(b) and 12 hereof;
provided, further, that in no event shall any Employee purchase in excess of ten
thousand  shares in any Offering  Period.  Exercise of the option shall occur as
provided in Section 8 hereof,  unless the participant has withdrawn  pursuant to
Section 10 hereof,  and the option  shall expire on the last day of the Offering
Period.

     8.  Exercise of Option.  Unless a  participant  withdraws  from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares will
be exercised  automatically on the Exercise Date, and the maximum number of full
shares  subject to the option shall be  purchased  for such  participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  will  be  purchased;  any  payroll  deductions
accumulated  in a  participant's  account which are not sufficient to purchase a
full share  shall be retained in the  participant's  account for the  subsequent
Purchase Period, subject to earlier withdrawal by the participant as provided in
Section 10 hereof.  Any other monies left over in a participant's  account after
the Exercise Date shall be returned to the  participant.  During a participant's
lifetime,  a participant's  option to purchase  shares  hereunder is exercisable
only by him or her.

     9. Delivery. As promptly as practicable after each Exercise Date on which a
purchase of shares  occurs,  the  Company  shall  arrange  the  delivery to each
participant,  as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.

     10. Withdrawal; Termination of Employment.

          (a) A  participant  may withdraw all but not less than all the payroll
     deductions  credited to his or her account and not yet used to exercise his
     or her option  under the Plan at any time by giving  written  notice to the
     Company  in the form of Exhibit B to this  Plan.  All of the  participant's
     payroll  deductions  credited  to his or her  account  will be paid to such
     participant  promptly  after  receipt  of  notice  of  withdrawal  and such
     participant's   option  for  the  Offering  Period  will  be  automatically
     terminated,  and no further  payroll  deductions for the purchase of shares
     will be made during the Offering Period. If a participant withdraws from an
     Offering Period, payroll deductions will not resume at the beginning of the
     succeeding Offering Period unless the participant delivers to the Company a
     new subscription agreement.

          (b) Upon a  participant's  ceasing to be an  Employee  (as  defined in
     Section  2(g)  hereof),  for any  reason,  he or she will be deemed to have
     elected to withdraw  from the Plan and the payroll  deductions  credited to
     such  participant's  account during the Offering Period but not yet used to
     exercise the option will be returned to such participant or, in the case of
     his or her death, to the person or persons  entitled  thereto under Section
     14 hereof, and such participant's option will be automatically terminated.

     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
participant in the Plan.

     12. Stock.

          (a) The maximum  number of shares of the Company's  Common Stock which
     shall be made available for sale under the Plan shall be 3,519,680  shares,
     subject to  adjustment  upon  changes in  capitalization  of the Company as
     provided in Section 18 hereof.  If on a given  Exercise  Date the number of
     shares with respect to which options are to be exercised exceeds the number
     of shares then available  under the Plan, the Company shall make a pro rata
     allocation of the shares  remaining  available for purchase in as uniform a
     manner as shall be practicable and as it shall determine to be equitable.

          (b) The  participant  will have no interest or voting  right in shares
     covered by his option until such option has been exercised.

          (c) Shares to be  delivered  to a  participant  under the Plan will be
     registered in the name of the participant or in the name of the participant
     and his or her spouse.

     13. Administration.

          (a)  Administrative  Body. The Plan shall be administered by the Board
     or a committee of members of the Board appointed by the Board. The Board or
     its  committee  shall have full and  exclusive  discretionary  authority to
     construe,  interpret  and  apply  the  terms  of  the  Plan,  to  determine
     eligibility  and to  adjudicate  all disputed  claims filed under the Plan.
     Every  finding,  decision  and  determination  made  by  the  Board  or its
     committee  shall, to the full extent permitted by law, be final and binding
     upon all  parties.  Members  of the Board who are  eligible  Employees  are
     permitted to participate in the Plan, provided that:

               (1) Members of the Board who are eligible to  participate  in the
          Plan may not vote on any matter  affecting the  administration  of the
          Plan or the grant of any option pursuant to the Plan.

               (2) If a Committee is  established  to  administer  the Plan,  no
          member of the Board who is eligible to  participate in the Plan may be
          a member of the Committee.

          (b)  Rule  16b-3  Limitations.   Notwithstanding   the  provisions  of
     Subsection (a) of this Section 13, in the event that Rule 16b-3 promulgated
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     or any successor  provision ("Rule 16b-3") provides  specific  requirements
     for the  administrators  of plans  of this  type,  the  Plan  shall be only
     administered  by such a body and in such a manner as shall  comply with the
     applicable  requirements of Rule 16b-3.  Unless permitted by Rule 16b-3, no
     discretion concerning decisions regarding the Plan shall be afforded to any
     committee  or person  that is not  "disinterested"  as that term is used in
     Rule 16b-3.

     14. Designation of Beneficiary.

          (a) A participant may file a written  designation of a beneficiary who
     is to receive any shares and cash, if any, from the  participant's  account
     under the Plan in the event of such  participant's  death  subsequent to an
     Exercise  Date on which the option is  exercised  but prior to  delivery to
     such  participant of such shares and cash. In addition,  a participant  may
     file a written designation of a beneficiary who is to receive any cash from
     the participant's account under the Plan in the event of such participant's
     death prior to exercise of the option.  If a participant is married and the
     designated beneficiary is not the spouse, spousal consent shall be required
     for such designation to be effective.

          (b) Such  designation of beneficiary may be changed by the participant
     at any time by written  notice.  In the event of the death of a participant
     and in the absence of a beneficiary  validly  designated under the Plan who
     is  living  at the time of such  participant's  death,  the  Company  shall
     deliver  such shares  and/or cash to the executor or  administrator  of the
     estate of the participant, or if no such executor or administrator has been
     appointed  (to  the  knowledge  of  the  Company),   the  Company,  in  its
     discretion, may deliver such shares and/or cash to the spouse or to any one
     or more  dependents  or  relatives  of the  participant,  or if no  spouse,
     dependent or relative is known to the Company, then to such other person as
     the Company may designate.

     15. Transferability. Neither payroll deductions credited to a participant's
account nor any rights  with  regard to the  exercise of an option or to receive
shares  under  the Plan  may be  assigned,  transferred,  pledged  or  otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided  in Section 14 hereof) by the  participant.  Any such  attempt at
assignment,  transfer,  pledge or other  disposition  shall be  without  effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10 hereof.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

     17. Reports. Individual accounts will be maintained for each participant in
the Plan.  Statements  of account  will be given to  participating  Employees at
least  annually,  which  statements  will  set  forth  the  amounts  of  payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

     18. Adjustments Upon Changes in Capitalization.

          (a) Changes in  Capitalization.  Subject to any required action by the
     shareholders of the Company, the Reserves as well as the price per share of
     Common  Stock  covered by each option under the Plan which has not yet been
     exercised shall be proportionately adjusted for any increase or decrease in
     the number of issued shares of Common Stock  resulting  from a stock split,
     reverse stock split, stock dividend, combination or reclassification of the
     Common Stock,  or any other increase or decrease in the number of shares of
     Common Stock  effected  without  receipt of  consideration  by the Company;
     provided,  however,  that conversion of any  convertible  securities of the
     Company  shall  not be deemed to have been  "effected  without  receipt  of
     consideration".   Such  adjustment  shall  be  made  by  the  Board,  whose
     determination  in that  respect  shall be final,  binding  and  conclusive.
     Except as expressly  provided herein,  no issuance by the Company of shares
     of stock of any class,  or securities  convertible  into shares of stock of
     any class,  shall affect, and no adjustment by reason thereof shall be made
     with respect to, the number or price of shares of Common  Stock  subject to
     an option.

          (b)  Dissolution  or  Liquidation.   In  the  event  of  the  proposed
     dissolution  or  liquidation  of the  Company,  the  Offering  Periods will
     terminate  immediately  prior to the  consummation of such proposed action,
     unless otherwise provided by the Board.

          (c) Merger or Asset  Sale.  In the event of a proposed  sale of all or
     substantially  all of the  assets  of the  Company,  or the  merger  of the
     Company with or into another corporation,  each option under the Plan shall
     be assumed or an equivalent  option shall be  substituted by such successor
     corporation or a parent or subsidiary of such successor corporation, unless
     the Board determines, in the exercise of its sole discretion and in lieu of
     such assumption or  substitution,  to shorten the Offering  Periods then in
     progress by setting a new  Exercise  Date (the "New  Exercise  Date") or to
     cancel each  outstanding  option to purchase and refund all sums  collected
     from participants during the Offering Period then in progress. If the Board
     shortens the Offering  Periods  then in progress in lieu of  assumption  or
     substitution  in the event of a merger or sale of assets,  the Board  shall
     notify each  participant in writing,  at least ten (10) business days prior
     to the New Exercise  Date,  that the Exercise  Date for his option has been
     changed  to the New  Exercise  Date and that his option  will be  exercised
     automatically  on the New Exercise  Date,  unless prior to such date he has
     withdrawn  from the Offering  Period as provided in Section 10 hereof.  For
     purposes  of this  paragraph,  an option  granted  under the Plan  shall be
     deemed to be assumed if, following the sale of assets or merger, the option
     confers  the right to  purchase,  for each  share of stock  subject  to the
     option immediately prior to the sale of assets or merger, the consideration
     (whether stock, cash or other securities or property)  received in the sale
     of assets or merger by  holders  of Common  Stock for each  share of Common
     Stock held on the effective  date of the  transaction  (and if such holders
     were offered a choice of consideration, the type of consideration chosen by
     the  holders  of a majority  of the  outstanding  shares of Common  Stock);
     provided,  however,  that if such  consideration  received  in the  sale of
     assets or merger was not solely common stock of the  successor  corporation
     or its parent (as  defined in Section  424(e) of the Code),  the Board may,
     with the consent of the successor corporation and the participant,  provide
     for the  consideration  to be  received  upon  exercise of the option to be
     solely  common stock of the  successor  corporation  or its parent equal in
     fair  market  value to the per share  consideration  received by holders of
     Common Stock and the sale of assets or merger.

          The  Board  may,  if it so  determines  in the  exercise  of its  sole
     discretion,  also make provision for adjusting the Reserves, as well as the
     price per share of Common Stock covered by each outstanding  option, in the
     event the Company effects one or more  reorganizations,  recapitalizations,
     rights  offerings  or  other  increases  or  reductions  of  shares  of its
     outstanding   Common  Stock,   and  in  the  event  of  the  Company  being
     consolidated with or merged into any other corporation.

     19. Amendment or Termination.

          (a) The Board of  Directors of the Company may at any time and for any
     reason  terminate or amend the Plan.  Except as provided in Sections 18 and
     19 hereof,  no such  termination  can affect  options  previously  granted,
     provided that  outstanding  and/or future Offering Periods may be shortened
     and/or terminated by the Board of Directors at any time. Except as provided
     in Section 18 hereof and in the preceding  sentence,  no amendment may make
     any change in any option  theretofore  granted which adversely  affects the
     rights of any  participant.  To the extent  necessary  to comply  with Rule
     16b-3 or under Section 423 of the Code (or any successor  rule or provision
     or any other  applicable  law or  regulation),  the  Company  shall  obtain
     shareholder approval in such a manner and to such a degree as required.

          (b) Without  shareholder  consent  and  without  regard to whether any
     participant rights may be considered to have been "adversely affected," the
     Board (or its committee) shall be entitled to change the Offering  Periods,
     limit the frequency  and/or number of changes in the amount withheld during
     an Offering  Period,  establish  the exchange  ratio  applicable to amounts
     withheld in a currency other than U.S. dollars,  permit payroll withholding
     in excess of the amount  designated by a participant in order to adjust for
     delays or  mistakes  in the  Company's  processing  of  properly  completed
     withholding elections,  establish reasonable waiting and adjustment periods
     and/or  accounting and crediting  procedures to ensure that amounts applied
     toward  the  purchase  of  Common  Stock  for  each  participant   properly
     correspond with amounts withheld from the participant's  Compensation,  and
     establish  such  other  limitations  or  procedures  as the  Board  (or its
     committee) determines in its sole discretion advisable which are consistent
     with the Plan.

     20. Notices.  All notices or other  communications  by a participant to the
Company under or in  connection  with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person, designated by the Company for the receipt thereof.

     21.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder,  and the requirements
of any stock  exchange  upon which the  shares may then be listed,  and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

     As a condition  to the  exercise of an option,  the Company may require the
person  exercising  such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned applicable provisions of law.

     22. Term of Plan. The Plan shall become  effective on the date on which the
Company's  registration statement on Form S-1 (or any successor form thereof) is
declared effective by the Securities and Exchange Commission.  It shall continue
in effect  until  August 2, 2013,  unless  sooner  terminated  under  Section 19
hereof.

     23.  Additional  Restrictions  of Rule 16b-3.  The terms and  conditions of
options granted  hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the  applicable  provisions  of
Rule  16b-3.  This Plan  shall be  deemed to  contain,  and such  options  shall
contain,  and the shares issued upon exercise  thereof shall be subject to, such
additional  conditions  and  restrictions  as may be  required  by Rule 16b-3 to
qualify for the  maximum  exemption  from  Section 16 of the  Exchange  Act with
respect to Plan transactions.

     24.  Automatic  Transfer  to Low  Price  Offering  Period.  To  the  extent
permitted by Rule 16b-3 of the Securities  Exchange Act of 1934, as amended,  if
the Fair Market Value of the Common  Stock on any  Exercise  Date in an Offering
Period is lower than the Fair Market Value of the Common Stock on the Enrollment
Date of such Offering  Period,  then all  participants  in such Offering  Period
shall be automatically withdrawn from such Offering Period immediately after the
exercise of their options on such Exercise Date and automatically re-enrolled in
the immediately following Offering Period as of the first day thereof.