Exhibit 10.6

                                WINDSORTECH, INC.



                            2002 Flexible Stock Plan







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                                WINDSORTECH, INC.

                            2002 Flexible Stock Plan


                                TABLE OF CONTENTS

                                                                           Page


1. NAME AND PURPOSE                                                          1
         1.1. Name...........................................................1
         1.2. Purpose........................................................1

2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION                            1
         2.1. General Definitions............................................1
                  2.1.1. Affiliate...........................................1
                  2.1.2. Agreement...........................................1
                  2.1.3. Benefit.............................................1
                  2.1.4. Board...............................................1
                  2.1.5. Cash Award..........................................2
                  2.1.6. Change of Control...................................2
                  2.1.7. Code................................................3
                  2.1.8. Company.............................................3
                  2.1.9. Committee...........................................4
                  2.1.10. Common Stock.......................................4
                  2.1.11. Effective Date.....................................4
                  2.1.12. Employee...........................................4
                  2.1.13. Employer...........................................4
                  2.1.14. Exchange Act.......................................4
                  2.1.15. Fair Market Value..................................4
                  2.1.16. Fiscal Year........................................4
                  2.1.17. ISO................................................4
                  2.1.18. NQSO...............................................4
                  2.1.19. Option.............................................5
                  2.1.20. Other Stock Based Award............................5
                  2.1.21. Parent.............................................5
                  2.1.22. Participant........................................5
                  2.1.23. Performance Based Compensation.....................5
                  2.1.24. Performance Share..................................5
                  2.1.25. Plan...............................................5
                  2.1.26. Reload Option......................................6
                  2.1.27. Restricted Stock...................................6
                  2.1.28. Rule 16b-3.........................................6
                  2.1.29. SEC................................................6
                  2.1.30. Share..............................................6
                  2.1.31. SAR................................................6
                  2.1.32. Subsidiary.........................................6
         2.2. Other Definitions..............................................6
         2.3. Conflicts......................................................6



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3. COMMON STOCK                                                              7
         3.1. Number of Shares...............................................7
         3.2. Reusage........................................................7
         3.3. Adjustments....................................................7

4. ELIGIBILITY                                                               7
         4.1. Determined By Committee........................................7

5. ADMINISTRATION                                                            8
         5.1. Committee......................................................8
         5.2. Authority......................................................8
         5.3. Delegation.....................................................9
         5.4. Determination..................................................9

6. AMENDMENT                                                                 9
         6.1. Power of Board.................................................9
         6.2. Limitation.....................................................9

7. TERM AND TERMINATION                                                     10
         7.1. Term..........................................................10
         7.2. Termination...................................................10

8. MODIFICATION OR TERMINATION OF BENEFITS                                  10
         8.1. General.......................................................10
         8.2. Committee's Right.............................................10

9. CHANGE OF CONTROL                                                        10
         9.1. Vesting and Payment...........................................10
         9.2. Other Action..................................................11

10. AGREEMENTS AND CERTAIN BENEFITS                                         11
         10.1. Grant Evidenced by Agreement.................................11
         10.2. Provisions of Agreement......................................11
         10.3. Transferability..............................................12

11. REPLACEMENT AND TANDEM AWARDS                                           12
         11.1. Replacement..................................................12
         11.2. Tandem Awards................................................12

12. PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING                            12
         12.1. Payment......................................................12
         12.2. Dividend Equivalents.........................................13
         12.3. Deferral.....................................................13
         12.4. Withholding..................................................13

13. OPTIONS                                                                 13
         13.1. Types of Options.............................................13
         13.2. Grant of ISOs and Option Price...............................13
         13.3. Other Requirements for ISOs..................................13
         13.4. NQSOs........................................................14


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         13.5. Determination by Committee...................................14

14. SARS                                                                    14
         14.1. Grant and Payment............................................14
         14.2. Grant of Tandem Award........................................14
         14.3. ISO Tandem Award.............................................14
         14.4. Payment of Award.............................................14

15. ANNUAL LIMITATIONS                                                      14
         15.1. Limitation on Options and SARs...............................14
         15.2. Computations.................................................15

16. RESTRICTED STOCK AND PERFORMANCE SHARES                                 15
         16.1. Restricted Stock.............................................15
         16.2. Cost of Restricted Stock.....................................15
         16.3. Non-Transferability..........................................15
         16.4. Performance Shares...........................................15
         16.5. Grant........................................................15

17. CASH AWARDS                                                             16
         17.1. Grant........................................................16
         17.2. Rule 16b-3...................................................16
         17.3. Restrictions.................................................16

18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS                             16
         18.1. Other Stock Based Awards.....................................16
         18.2. Other Benefits...............................................16

19. MISCELLANEOUS PROVISIONS                                                16
         19.1. Underscored References.......................................16
         19.2. Number and Gender............................................16
         19.3. Unfunded Status of Plan......................................17
         19.4. Termination of Employment....................................17
         19.5. Designation of Beneficiary...................................17
         19.6. Governing Law................................................17
         19.7. Purchase for Investment......................................17
         19.8. No Employment Contract.......................................18
         19.9. No Effect on Other Benefits..................................18



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                                WINDSORTECH, INC.

                            2002 Flexible Stock Plan



1. NAME AND PURPOSE

     1.1. Name.

          The name of this Plan is the "Windsortech, Inc. 2002 Flexible Stock
Plan."

     1.2. Purpose.

          The Company has established this Plan to attract, retain, motivate and
reward Employees and other individuals, to encourage ownership of the Company's
Common Stock by Employees and other individuals, and to promote and further the
best interests of the Company by granting cash and other awards. This Plan is
intended to be "Broadly Based" (as such term is used for purposes of rules
promulgated by The National Association of Securities Dealers).

2. DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

     2.1. General Definitions.

          The following words and phrases, when used in the Plan, unless
otherwise specifically defined or unless the context clearly otherwise requires,
shall have the following respective meanings:

         2.1.1. Affiliate.

                  A Parent or Subsidiary of the Company.

         2.1.2. Agreement.

                  The document which evidences the grant of any Benefit under
     the Plan and which sets forth the Benefit and the terms, conditions and
     provisions of, and restrictions relating to, such Benefit.

         2.1.3. Benefit.

                  Any benefit granted to a Participant under the Plan.

         2.1.4. Board.

                  The Board of Directors of the Company.


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         2.1.5. Cash Award.

                  A Benefit payable in the form of cash.

         2.1.6. Change of Control.

                  The occurrence of any of the following:

         (a) An acquisition of any Common Stock or other voting securities of
the Company entitled to vote generally for the election of directors (the
"Voting Securities") by any "Person" or "Group" (as each such term is used for
purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which
such Person or Group, as the case may be, has "Beneficial Ownership" (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 20% of
the then outstanding shares of Common Stock or the combined voting power of the
Company's then outstanding Voting Securities; provided, however, that in
determining whether a Change of Control has occurred, shares of Common Stock or
Voting Securities that are acquired in a Non-Control Acquisition (as defined
below) shall not constitute an acquisition which would cause a Change of
Control. A "Non-Control Acquisition" shall mean an acquisition by (i) the
Company, (ii) any Subsidiary or (ii) any employee benefit plan maintained by the
Company or any Subsidiary, including a trust forming part of any such plan (an
"Employee Benefit Plan");

         (b) When, during any 2-year period, individuals who, at the beginning
of the 2-year period, constitute the Board (the "Incumbent Board"), cease for
any reason to constitute at least 50% of the members of the Board; provided,
however, that (i) if the election or nomination for election by the Company's
shareholders of any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes hereof, be deemed
to be a member of the Incumbent Board; and (ii) no individual shall be deemed to
be a member of the Incumbent Board if such individual initially assumed office
as a result of either an actual or threatened "Election Contest" (as described
in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person or Group other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest;

         (c) The consummation of:

               (i) a merger, consolidation or reorganization involving the
         Company or any Subsidiary, unless the merger, consolidation or
         reorganization is a Non-Control Transaction. A "Non-Control
         Transaction" shall mean a merger, consolidation or reorganization of
         the Company or any Subsidiary where:

                    (A) the shareholders of the Company immediately prior to the
               merger, consolidation or reorganization own, directly or
               indirectly, immediately following such merger, consolidation or
               reorganization, at least 50% of the combined voting power of the
               outstanding voting securities of the corporation resulting from
               such merger, consolidation or reorganization (the "Surviving
               Corporation") in substantially the same proportion as their
               ownership of the Common Stock or Voting Securities, as the case
               may be, immediately prior to the merger, consolidation or
               reorganization,

                    (B) the individuals who were members of the Incumbent Board
               immediately prior to the execution of the agreement providing for
               the merger, consolidation or reorganization constitute at least
               two-thirds of the members of the board of directors of the
               Surviving Corporation, or a corporation beneficially owning,
               directly or indirectly, a majority of the voting securities of
               the Surviving Corporation, and

                    (C) no Person or Group, other than (1) the Company, (2) any
               Subsidiary, (3) any Employee Benefit Plan or (4) any other Person
               or Group who, immediately prior to the merger, consolidation or
               reorganization, had Beneficial Ownership of not less than 20% of
               the then outstanding Voting Securities or Common Stock, has
               Beneficial Ownership of 20% or more of the combined voting power
               of the Surviving Corporation's then outstanding voting securities
               or common stock;

         (d) A complete liquidation or dissolution of the Company; or

         (e) The sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a Subsidiary).

         Notwithstanding the foregoing, a Change of Control shall not be deemed
to have occurred solely because any Person or Group (the "Subject Person")
acquired Beneficial Ownership of more than the permitted amount of the then
outstanding Voting Securities or Common Stock of the Company as a result of an
acquisition of Voting Securities or Common Stock by the Company which, by
reducing the number of shares of Voting Securities or Common Stock then
outstanding, increases the proportional number of shares beneficially owned by
the Subject Person; provided, however, that if a Change of Control would have
occurred (but for the operation of this sentence) as a result of the acquisition
of Voting Securities or Common Stock by the Company, and after such acquisition
by the Company, the Subject Person becomes the beneficial owner of any
additional shares of Voting Securities or Common Stock, which increases the
percentage of the then outstanding shares of Voting Securities or Common Stock
beneficially owned by the Subject Person, then a Change of Control shall be
deemed to have occurred.

         2.1.7. Code.

                  The Internal Revenue Code of 1986, as amended. Any reference
     to the Code includes the regulations promulgated pursuant to the Code.

         2.1.8. Company.


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                  Windsortech, Inc.

         2.1.9. Committee.

                  The Committee described in Section 5.1.

         2.1.10. Common Stock.

                  The Company's common stock which presently has a par value of
     $.01 per Share.

         2.1.11. Effective Date.

                  The date that the Plan is approved by the shareholders of the
     Company which must occur within one year before or after approval by the
     Board. Any grants of Benefits prior to the approval by the shareholders of
     the Company shall be void if such approval is not obtained.

         2.1.12. Employee.

                  Any person employed by the Employer.

         2.1.13. Employer.

                  The Company and all Affiliates.

         2.1.14. Exchange Act.

                  The Securities Exchange Act of 1934, as amended.

         2.1.15. Fair Market Value.

                  The closing price of Shares on any recognized stock exchange,
     or, in the absence of sales on a given date, the closing price on the
     recognized stock exchange on the last day on which a sale occurred prior to
     such date, or in the absence of a listing on a recognized stock exchange,
     the Fair Market Value as established by the Board from time to time.

         2.1.16. Fiscal Year.

                  The taxable year of the Company which is the calendar year.

         2.1.17. ISO.

                  An Incentive Stock Option as defined in Section 422 of the
     Code.

         2.1.18. NQSO.




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                  A non-qualified stock Option, which is an Option that does not
     qualify as an ISO.

         2.1.19. Option.

                  An option to purchase Shares granted under the Plan.

         2.1.20. Other Stock Based Award.

                  An award under Section 18 that is valued in whole or in part
     by reference to, or otherwise based on, Common Stock.

         2.1.21. Parent.

                  Any corporation (other than the Company or a Subsidiary) in an
     unbroken chain of corporations ending with the Company, if, at the time of
     the grant of an Option or other Benefit, each of the corporations (other
     than the Company) owns stock possessing 50% or more of the total combined
     voting power of all classes of stock in one of the other corporations in
     such chain.

         2.1.22. Participant.

                  An individual who is granted a Benefit under the Plan.
     Benefits may be granted only to Employees, members of the Board, employees
     and owners of entities which are not Affiliates but which have a direct or
     indirect ownership interest in an Employer or in which an Employer has a
     direct or indirect ownership interest, individuals who, and employees and
     owners of entities which, are customers and suppliers of an Employer,
     individuals who, and employees and owners of entities which, render
     services to an Employer, consultants to an Employer, and individuals who,
     and employees and owners of entities, which have ownership or business
     affiliations with any individual or entity previously described.

         2.1.23. Performance Based Compensation.

                  Compensation which meets the requirements of Section
     162(m)(4)(C) of the Code.

         2.1.24. Performance Share.

                  A Share awarded to a Participant under Section 16 of the Plan.

         2.1.25. Plan.

                  The Windsortech, Inc. 2002 Flexible Stock Plan and all
     amendments and supplements to it.



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         2.1.26. Reload Option.

                  An Option to purchase the number of Shares used by a
     Participant to exercise an Option and to satisfy any withholding
     requirement incident to the exercise of such Option.

         2.1.27. Restricted Stock.

                  Shares issued under Section 15 of the Plan.

         2.1.28. Rule 16b-3.

                  Rule 16b-3 promulgated by the SEC, as amended, or any
     successor rule in effect from time to time.

         2.1.29. SEC.

                  The Securities and Exchange Commission.

         2.1.30. Share.

                  A share of Common Stock.

         2.1.31. SAR.

                  A stock appreciation right, which is the right to receive an
     amount equal to the appreciation, if any, in the Fair Market Value of a
     Share from the date of the grant of the right to the date of its payment.

         2.1.32. Subsidiary.

                  Any corporation, other than the Company, in an unbroken chain
     of corporations beginning with the Company if, at the time of grant of an
     Option or other Benefit, each of the corporations, other than the last
     corporation in the unbroken chain, owns stock possessing 50% or more of the
     total combined voting power of all classes of stock in one of the other
     corporations in such chain.

     2.2. Other Definitions.

         In addition to the above definitions, certain words and phrases used in
the Plan and any Agreement may be defined in other portions of the Plan or in
such Agreement.

     2.3. Conflicts.

         In the case of any conflict in the terms of the Plan relating to a
Benefit, the provisions in the section of the Plan which specifically grants
such Benefit shall control those in a different section. In the case of any




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conflict between the terms of the Plan relating to a Benefit and the terms of an
Agreement relating to a Benefit, the terms of the Plan shall control.

3. COMMON STOCK

     3.1. Number of Shares.

          The number of Shares which may be issued or sold or for which Options,
SARs or Performance Shares may be granted under the Plan shall be 5,000,000
Shares, plus an annual increase, effective as of the first day of each calendar
year, commencing with 2003, equal to 10% of the number of outstanding Shares as
of the first day of such calendar year, but in no event more than 30,000,000
Shares in the aggregate. Such Shares may be authorized but unissued Shares,
Shares held in the treasury, or both. The full number of Shares available may be
used for any type of Option or other Benefit; provided, however, that the number
of Shares that may be issued under ISOs shall not exceed 15,000,000.

     3.2. Reusage.

          If an Option or SAR expires or is terminated, surrendered, or canceled
without having been fully exercised, if Restricted Shares or Performance Shares
are forfeited, or if any other grant results in any Shares not being issued, the
Shares covered by such Option or SAR, grant of Restricted Shares, Performance
Shares or other grant, as the case may be, shall again be available for use
under the Plan. Any Shares which are used as full or partial payment to the
Company upon exercise of an Option or for any other Benefit that requires a
payment to the Company shall be available for purposes of the Plan.

     3.3. Adjustments.

          If there is any change in the Common Stock of the Company by reason of
any stock dividend, spin-off, split-up, spin-out, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares, or otherwise,
the number of SARs and number and class of shares available for Options and
grants of Restricted Stock, Performance Shares and Other Stock Based Awards and
the number of Shares subject to outstanding Options, SARs, grants of Restricted
Stock which are not vested, grants of Performance Shares which are not vested,
and Other Stock Based Awards, and the price thereof, as applicable, shall be
appropriately adjusted by the Committee.

4. ELIGIBILITY

     4.1. Determined By Committee.

          The Participants and the Benefits they receive under the Plan shall be
determined solely by the Committee. In making its determinations, the Committee
shall consider past, present and expected future contributions of Participants
and potential Participants to the Employer, including, without limitation, the





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performance of, or the refraining from the performance of, services. Unless
specifically provided otherwise herein, all determinations of the Committee in
connection with the Plan or an Agreement shall be made in its sole discretion.

5. ADMINISTRATION

     5.1. Committee.

          The Plan shall be administered by the Committee. The Committee shall
consist of the Board, unless the Board appoints a Committee of two or more but
less than all of the Board. If the Committee does not include the entire Board,
it shall serve at the pleasure of the Board, which may from time to time appoint
members in substitution for members previously appointed and fill vacancies,
however caused, in the Committee. The Committee may select one of its members as
its Chairman and shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee made at a meeting at which a quorum is present
shall be made by a majority of its members present at the meeting. Any decision
or determination reduced to writing and signed by a majority of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held.

     5.2. Authority.

          Subject to the terms of the Plan, the Committee shall have
discretionary authority to:

          (a)  determine the individuals to whom Benefits are granted, the type
               and amounts of Benefits to be granted and the date of issuance
               and duration of all such grants;

          (b)  determine the terms, conditions and provisions of, and
               restrictions relating to, each Benefit granted;

          (c)  interpret and construe the Plan and all Agreements;

          (d)  prescribe, amend and rescind rules and regulations relating to
               the Plan;

          (e)  determine the content and form of all Agreements;

          (f)  determine all questions relating to Benefits under the Plan;

          (g)  maintain accounts, records and ledgers relating to Benefits;

          (h)  maintain records concerning its decisions and proceedings;

          (i)  employ agents, attorneys, accountants or other persons for such
               purposes as the Committee considers necessary or desirable;




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          (j)  take, at any time, any action described in Section 9.1 or
               permitted by Section 9.2(a), irrespective of whether any Change
               of Control has occurred or is imminent;

          (k)  determine, except to the extent otherwise provided in the Plan,
               whether and the extent to which Benefits under the Plan will be
               structured to conform to the requirements applicable to
               Performance-Based Compensation, and to take such action,
               establish such procedures, and impose such restrictions at the
               time such Benefits are granted as the Committee determines to be
               necessary or appropriate to conform to such requirements; and

          (l)  do and perform all acts which it may deem necessary or
               appropriate for the administration of the Plan and carry out the
               purposes of the Plan.

     5.3. Delegation.

          Except as required by Rule 16b-3 with respect to grants of Options,
Stock Appreciation Awards, Performance Shares, Other Stock Based Awards, or
other Benefits to individuals who are subject to Section 16 of the Exchange Act
or as otherwise required for compliance with Rule 16b-3 or other applicable law,
the Committee may delegate all or any part of its authority under the Plan to
any Employee, Employees or committee.

     5.4. Determination.

          All determinations of the Committee shall be final.

6. AMENDMENT

     6.1. Power of Board.

          Except as hereinafter provided, the Board shall have the sole right
and power to amend the Plan at any time and from time to time.

     6.2. Limitation.

          The Board may not amend the Plan, without approval of the shareholders
of the Company:

          (a)  in a manner which would cause Options which are intended to
               qualify as ISOs to fail to qualify;

          (b)  in a manner which would cause the Plan to fail to meet the
               requirements of Rule 16b-3; or

          (c)  in a manner which would violate applicable law.




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7. TERM AND TERMINATION

     7.1. Term.

          The Plan shall commence as of the Effective Date and, subject to the
terms of the Plan, including those requiring approval by the shareholders of the
Company and those limiting the period over which ISOs or any other Benefits may
be granted, shall continue in full force and effect until terminated.

     7.2. Termination.

          The Plan may be terminated at any time by the Board.

8. MODIFICATION OR TERMINATION OF BENEFITS

     8.1. General.

          Subject to the provisions of Section 8.2, the amendment or termination
of the Plan shall not adversely affect a Participant's right to any Benefit
granted prior to such amendment or termination.

     8.2. Committee's Right.

          Any Benefit granted may be converted, modified, forfeited or canceled,
in whole or in part, by the Committee if and to the extent permitted in the Plan
or applicable Agreement or with the consent of the Participant to whom such
Benefit was granted. Except as may be provided in an Agreement, the Committee
may, in its sole discretion, in whole or in part, waive any restrictions or
conditions applicable to, or accelerate the vesting of, any Benefit.

9. CHANGE OF CONTROL

     9.1. Vesting and Payment.

          In the event of a Change of Control:

          (a)  all outstanding Options shall become fully exercisable, except to
               the extent that the right to exercise the Option is subject to
               restrictions established in connection with an SAR that is issued
               in tandem with the Option;

          (b)  all outstanding SARs shall become immediately payable, except to
               the extent that the right to exercise the SAR is subject to
               restrictions established in connection with an Option that is
               issued in tandem with the SAR;

          (c)  all Shares of Restricted Stock shall become fully vested;



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          (d)  all Performance Shares shall be deemed to be fully earned and
               shall be paid out in such manner as determined by the Committee;
               and

          (e)  all Cash Awards, Other Stock Based Awards and other Benefits
               shall become fully vested and/or earned and paid out in such
               manner as determined by the Committee.

     9.2. Other Action.

          In the event of a Change of Control, the Committee, in its sole
discretion, may, in addition to the provisions of Section 9.1 above and to the
extent not inconsistent therewith:

          (a)  (a) provide for the purchase of any Benefit for an amount of cash
               equal to the amount which could have been attained upon the
               exercise or realization of such Benefit;

          (b)  (b) make such adjustment to the Benefits then outstanding as the
               Committee deems appropriate to reflect such transaction or
               change; and/or

          (c)  (c) cause the Benefits then outstanding to be assumed, or new
               Benefits substituted therefor, by the surviving corporation in
               such change.

10. AGREEMENTS AND CERTAIN BENEFITS

     10.1. Grant Evidenced by Agreement.

          The grant of any Benefit under the Plan may be evidenced by an
Agreement which shall describe the specific Benefit granted and the terms and
conditions of the Benefit. The granting of any Benefit shall be subject to, and
conditioned upon, the recipient's execution of any Agreement required by the
Committee. Except as otherwise provided in an Agreement, all capitalized terms
used in the Agreement shall have the same meaning as in the Plan, and the
Agreement shall be subject to all of the terms of the Plan.

     10.2. Provisions of Agreement.

          Each Agreement shall contain such provisions that the Committee shall
determine to be necessary, desirable and appropriate for the Benefit granted
which may include, but not necessarily be limited to, the following with respect
to any Benefit: description of the type of Benefit; the Benefit's duration; its
transferability; if an Option, the exercise price, the exercise period and the
person or persons who may exercise the Option; the effect upon such Benefit of
the Participant's death, disability, changes of duties or termination of
employment; the Benefit's conditions; when, if, and how any Benefit may be
forfeited, converted into another Benefit, modified, exchanged for another
Benefit, or replaced; and the restrictions on any Shares purchased or granted
under the Plan.



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     10.3. Transferability.

          Unless otherwise specified in an Agreement or permitted by the
Committee, each Benefit granted shall be not transferable other than by will or
the laws of descent and distribution and shall be exercisable during a
Participant's lifetime only by him.

11. REPLACEMENT AND TANDEM AWARDS

     11.1. Replacement.

          The Committee may permit a Participant to elect to surrender a Benefit
in exchange for a new Benefit.

     11.2. Tandem Awards.

          Awards may be granted by the Committee in tandem. However, no Benefit
may be granted in tandem with an ISO except SARs.

12. PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING

     12.1. Payment.

          Upon the exercise of an Option or in the case of any other Benefit
that requires a payment by a Participant to the Company, the amount due the
Company is to be paid:

          (a)  in cash, including by means of a so-called "cashless exercise" of
               an Option;

          (b)  by the surrender of all or part of a Benefit (including the
               Benefit being exercised);

          (c)  by the tender to the Company of Shares owned by the optionee and
               registered in his name having a Fair Market Value equal to the
               amount due to the Company;

          (d)  in other property, rights and credits deemed acceptable by the
               Committee, including the Participant's promissory note;

          (e)  by any combination of the payment methods specified in (a), (b),
               (c) and (d) above.

          Notwithstanding, the foregoing, any method of payment other than (a)
may be used only with the consent of the Committee or if and to the extent so
provided in an Agreement. The proceeds of the sale of Shares purchased pursuant
to an Option and any payment to the Company for other Benefits shall be added to
the general funds of the Company or to the Shares held in treasury, as the case
may be, and used for the corporate purposes of the Company as the Board shall
determine.




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     12.2. Dividend Equivalents.

          Grants of Benefits in Shares or Share equivalents may include dividend
equivalent payments or dividend credit rights.

     12.3. Deferral.

          The right to receive any Benefit under the Plan may, at the request of
the Participant, be deferred for such period and upon such terms as the
Committee shall determine, which may include crediting of interest on deferrals
of cash and crediting of dividends on deferrals denominated in Shares.

     12.4. Withholding.

          The Company may, at the time any distribution is made under the Plan,
whether in cash or in Shares, or at the time any Option is exercised, withhold
from such distribution or Shares issuable upon the exercise of an Option, any
amount necessary to satisfy federal, state and local income and/or other tax
withholding requirements with respect to such distribution or exercise of such
Options. The Committee or the Company may require a participant to tender to the
Company cash and/or Shares in the amount necessary to comply with any such
withholding requirements.

13. OPTIONS

     13.1. Types of Options.

          It is intended that both ISOs and NQSOs, which may be Reload Options,
may be granted by the Committee under the Plan.

     13.2. Grant of ISOs and Option Price.

          Each ISO must be granted to an Employee and granted within ten years
from the earlier of the date of adoption by the Board or the Effective Date. The
purchase price for Shares under any ISO shall be no less than the Fair Market
Value of the Shares at the time the Option is granted.

     13.3. Other Requirements for ISOs.

          The terms of each Option which is intended to qualify as an ISO shall
meet all requirements of Section 422 of the Code.




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     13.4. NQSOs.

          The terms of each NQSO shall provide that such Option will not be
treated as an ISO. The purchase price for Shares under any NQSO shall be no less
than 85% of the Fair Market Value of the Shares at the time the Option is
granted.

     13.5. Determination by Committee.

          Except as otherwise provided in Section 13.2 through Section 13.4, the
terms of all Options shall be determined by the Committee.

14. SARS

     14.1. Grant and Payment.

          The Committee may grant SARs. Upon electing to receive payment of a
SAR, a Participant shall receive payment in cash, in Shares, or in any
combination of cash and Shares, as the Committee shall determine.

     14.2. Grant of Tandem Award.

          The Committee may grant SARs in tandem with an Option, in which case:
the exercise of the Option shall cause a correlative reduction in SARs standing
to a Participant's credit which were granted in tandem with the Option; and the
payment of SARs shall cause a correlative reduction of the Shares under such
Option.

     14.3. ISO Tandem Award.

          When SARs are granted in tandem with an ISO, the SARs shall have such
terms and conditions as shall be required for the ISO to qualify as an ISO.

     14.4. Payment of Award.

          SARs shall be paid by the Company to a Participant, to the extent
payment is elected by the Participant (and is otherwise due and payable), as
soon as practicable after the date on which such election is made.


15. ANNUAL LIMITATIONS

     15.1. Limitation on Options and SARs.

          The number of (a) Shares covered by Options where the purchase price
is no less than the Fair Market Value of the Shares on the date of grant plus
(b) SARs which may be granted to any Participant in any Fiscal Year shall not
exceed 1,000,000.




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     15.2. Computations.

          For purposes of Section 15.1: Shares covered by an Option that is
canceled shall count against the maximum, and, if the exercise price under an
Option is reduced, the transaction shall be treated as a cancellation of the
Option and a grant of a new Option; and SARs covered by a grant of SARs that is
canceled shall count against the maximum, and, if the Fair Market Value of a
Share on which the appreciation under a grant of SARs will be calculated is
reduced, the transaction will be treated as a cancellation of the SARs and the
grant of a new grant of SARs.


16. RESTRICTED STOCK AND PERFORMANCE SHARES

     16.1. Restricted Stock.

          The Committee may grant Benefits in Shares available under Section 3
of the Plan as Restricted Stock. Shares of Restricted Stock shall be issued and
delivered at the time of the grant or as otherwise determined by the Committee,
but shall be subject to forfeiture until provided otherwise in the applicable
Agreement or the Plan. Each certificate representing Shares of Restricted Stock
shall bear a legend referring to the Plan and the risk of forfeiture of the
Shares and stating that such Shares are nontransferable until all restrictions
have been satisfied and the legend has been removed. At the discretion of the
Committee, the grantee may or may not be entitled to full voting and dividend
rights with respect to all shares of Restricted Stock from the date of grant.

     16.2. Cost of Restricted Stock.

          Unless otherwise determined by the Committee, grants of Shares of
Restricted Stock shall be made at a per Share cost to the Participant equal to
par value.

     16.3. Non-Transferability.

          Shares of Restricted Stock shall not be transferable until after the
removal of the legend with respect to such Shares.

     16.4. Performance Shares.

          Performance Shares are the right of an individual to whom a grant of
such Shares is made to receive Shares or cash equal to the Fair Market Value of
such Shares at a future date in accordance with the terms and conditions of such
grant. The terms and conditions shall be determined by the Committee, in its
sole discretion, but generally are expected to be based substantially upon the
attainment of targeted profit and/or performance objectives.

     16.5. Grant.

          The Committee may grant an award of Performance Shares. The number of
Performance Shares and the terms and conditions of the grant shall be set forth
in the applicable Agreement.




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17. CASH AWARDS

     17.1. Grant.

          The Committee may grant Cash Awards at such times and (subject to
Section 17.2) in such amounts as it deems appropriate.

     17.2. Rule 16b-3.

          The amount of any Cash Award in any Fiscal Year to any Participant who
is subject to Section 16 of the Exchange Act shall not exceed the greater of
$100,000 or 100% of his cash compensation (excluding any Cash Award under this
Section 17) for such Fiscal Year.

     17.3. Restrictions.

          Cash Awards may be subject or not subject to conditions (such as an
investment requirement), restricted or nonrestricted, vested or subject to
forfeiture and may be payable currently or in the future or both.


18. OTHER STOCK BASED AWARDS AND OTHER BENEFITS

     18.1. Other Stock Based Awards.

          The Committee shall have the right to grant Other Stock Based Awards
which may include, without limitation, the grant of Shares based on certain
conditions, the payment of cash based on the performance of the Common Stock,
and the grant of securities convertible into Shares.

     18.2. Other Benefits.

          The Committee shall have the right to provide types of Benefits under
the Plan in addition to those specifically listed, if the Committee believes
that such Benefits would further the purposes for which the Plan was
established.


19. MISCELLANEOUS PROVISIONS

     19.1. Underscored References.

          The underscored references contained in the Plan are included only for
convenience, and they shall not be construed as a part of the Plan or in any
respect affecting or modifying its provisions.

     19.2. Number and Gender.




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          The masculine and neuter, wherever used in the Plan, shall refer to
either the masculine, neuter or feminine; and, unless the context otherwise
requires, the singular shall include the plural and the plural the singular.

     19.3. Unfunded Status of Plan.

          The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments or deliveries of Shares
not yet made to a Participant by the Company, nothing contained herein shall
give any rights that are greater than those of a general creditor of the
Company. The Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Shares or
payments hereunder consistent with the foregoing.

     19.4. Termination of Employment.

          If the employment of a Participant by the Company terminates for any
reason, except as otherwise provided in an Agreement, all unexercised, deferred,
and unpaid Benefits may be exercisable or paid only in accordance with rules
established by the Committee. These rules may provide, as the Committee may deem
appropriate, for the expiration, forfeiture, continuation, or acceleration of
the vesting of all or part of the Benefits.

     19.5. Designation of Beneficiary.

          A Participant may file with the Committee a written designation of a
beneficiary or beneficiaries (subject to such limitations as to the classes and
number of beneficiaries and contingent beneficiaries as the Committee may from
time to time prescribe) to exercise, in the event of the death of the
Participant, an Option, or to receive, in such event, any Benefits. The
Committee reserves the right to review and approve beneficiary designations. A
Participant may from time to time revoke or change any such designation of
beneficiary and any designation of beneficiary under the Plan shall be
controlling over any other disposition, testamentary or otherwise; provided,
however, that if the Committee shall be in doubt as to the right of any such
beneficiary to exercise any Option or to receive any Benefit, the Committee may
determine to recognize only an exercise by the legal representative of the
recipient, in which case the Company, the Committee and the members thereof
shall not be under any further liability to anyone.

     19.6. Governing Law.

          This Plan shall be construed and administered in accordance with the
laws of the State of Delaware.

     19.7. Purchase for Investment.

          The Committee may require each person purchasing Shares pursuant to an
Option or other award under the Plan to represent to and agree with the Company
in writing that such person is acquiring the Shares for investment and without a
view to distribution or resale. The certificates for such Shares may include any




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legend which the Committee deems appropriate to reflect any restrictions on
transfer. All certificates for Shares delivered under the Plan shall be subject
to such stock-transfer orders and other restrictions as the Committee may deem
advisable under all applicable laws, rules and regulations, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate references to such restrictions.

     19.8. No Employment Contract.

          Neither the adoption of the Plan nor any Benefit granted hereunder
shall confer upon any Employee any right to continued employment nor shall the
Plan or any Benefit interfere in any way with the right of the Employer to
terminate the employment of any of its Employees at any time.

     19.9. No Effect on Other Benefits.

          The receipt of Benefits under the Plan shall have no effect on any
benefits to which a Participant may be entitled from the Employer, under another
plan or otherwise, or preclude a Participant from receiving any such benefits.









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