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                                                                    EXHIBIT 10.1

                            DATA CRITICAL/VITALCOM
                            1993 STOCK OPTION PLAN

     1.   Purposes of the Plan.

                    The purposes of this Data Critical/VitalCom 1993 Stock
Option Plan (the "Plan") of Data Critical Corporation, a Delaware corporation
(the "Company"), are (a) to insure the retention of the services of existing
executive personnel, key employees and directors of the Company and its
subsidiaries or its affiliates; (b) to attract and retain competent new
executive personnel and key employees; and (c) to provide incentive to all such
personnel and employees to devote their utmost effort and skill to the
advancement and betterment of the Company, by permitting them to participate in
the ownership of the Company and thereby in the success and increased value of
the Company.

     2.   Shares Subject to the Plan.

                    The shares of stock subject to the incentive options having
the terms and conditions set forth in Section 6 below (hereinafter "incentive
options") and/or nonqualified options having the terms and conditions set forth
in Section 7 below (hereinafter "nonqualified options") and other provisions of
the Plan shall be shares of the Company's authorized but unissued or reacquired
Common Stock (herein sometimes referred to as the "Common Stock"). The total
number of shares of the Common Stock of the Company which may be issued under
the Plan shall not exceed, in the aggregate, 1,450,729 shares. The limitations
established by the preceding sentence shall be subject to adjustment as provided
in Section 8 below. In the event that any outstanding incentive option or
nonqualified option granted under the Plan can no longer under any circumstances
be exercised, for any reason, the shares of Common Stock allocable to the
unexercised portion of such incentive option or nonqualified option may again be
subject to grant or issuance under the Plan.

     3.   Eligibility.

                    a.   Incentive Options. Officers and other key employees of
the Company or of any subsidiary corporation (including directors if they are
also employees of the Company or a subsidiary), as may be determined by the
Board or the Committee, who qualify for incentive stock options under the
applicable provisions of the Internal Revenue Code, will be eligible for
selection to receive incentive stock options under the Plan. An employee who has
been granted an incentive option may, if otherwise eligible, be granted a
nonqualified option or options or an additional incentive option or options if
the Board or Committee shall so determine.

                    b.   Nonqualified Options. Officers, other key employees of
the Company or of any subsidiary corporation, directors and consultants to the
Company or any subsidiary corporation will be eligible to receive nonqualified
options under the Plan. An individual who has been granted a nonqualified option
may, if otherwise eligible, be granted an incentive option or options or an
additional nonqualified option or options if the Board or Committee shall so
determine.

                    c.   Limitations. The following limitations shall apply to
grants of options to employees of the Company:
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                         i.   No employee of the Company shall be granted, in
any fiscal year of the Company, options to purchase more than 400,000 shares of
Common Stock of the Company.

                         ii.  In connection with his or her initial employment,
an employee of the Company may be granted options to purchase up to an
additional 400,000 shares of Common Stock of the Company which shall not count
against the limit set forth in subsection i. above.

                         iii. The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 8.

                         iv.  If an option is canceled in the same fiscal year
of the Company in which it was granted (other than in connection with a
transaction described in Section 8), the canceled option will be counted against
the limits set forth in subsections i. and ii. above. For this purpose, if the
exercise price of an option is reduced, the transaction will be treated as a
cancellation of the option and the grant of a new option.

     4.   Administration of the Plan

                    a.   This Plan shall be administered by a committee (the
"Committee") of "non-employee directors" within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. Such Committee shall be appointed
by, and serve at the pleasure of, the Board of Directors.

                    b.   The Committee shall have full and final authority to
determine the persons to whom, and the time or times at which, incentive options
or nonqualified options shall be granted, the number of shares to be represented
by each incentive option and nonqualified option and the consideration to be
received by the Company upon the exercise thereof; to interpret the Plan; to
establish, amend and rescind rules and regulations relating to the Plan; to
determine the form and content of the incentive options or nonqualified options
to be granted under the Plan; to determine the identity or capacity of any
persons who may be entitled to exercise a participant's rights under any
incentive option or nonqualified option under the Plan; to correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any
incentive option or nonqualified option in the manner and to the extent the
Board or Committee deems desirable to carry the Plan, incentive option or
nonqualified option into effect; to accelerate the exercise date of any
incentive option or nonqualified option; to provide for an option to the Company
to repurchase any shares issued upon exercise of an option upon termination of
employment; and to make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan. Any action, decision, interpretation or determination by
the Committee with respect to the application or administration of the Plan
shall be final and binding on all participants and prospective participants.

     5.   Option Price of Shares.

                    a.  Incentive Options. The exercise price of the shares of
Common Stock covered by each incentive option granted under the Plan shall not
be less than the fair market value of such shares on the date the incentive
option is granted; provided, however, that the exercise

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price shall not be less than 110% of the fair market value if the person to whom
such options are granted owns 10% or more of the total combined voting power of
all classes of stock of the Company or of its parent or subsidiary corporation.

                    b.   Nonqualified Options. The exercise price of the shares
of Common Stock covered by each nonqualified option granted under the Plan shall
not be less than the fair market value of such shares on the date the
nonqualified option is granted.

                    c.   Fair Market Value. For purposes of this Section 5, fair
market value shall, if the Common Stock is not listed or admitted to trading on
a stock exchange or The Nasdaq National Market on the over-the-counter market,
be the average of the closing bid price and asked price of the Common Stock in
the over-the-counter market on the date the incentive option or nonqualified
option is granted or, if the Common Stock is then listed or admitted to trading
on any stock exchange or The Nasdaq National Market, the closing sale price on
such day on the principal stock exchange on which the Common Stock is then
listed or admitted to trading or The Nasdaq National Market, as the case may be.
If no closing bid and asked prices are quoted on such day, or if no sale takes
place on such day on such principal exchange or on The Nasdaq National Market,
then the average of the closing bid and asked prices on the next preceding day
on which such prices were quoted, or closing sale price of the Common Stock on
such principal exchange or The Nasdaq National Market on the next preceding day
on which a sale occurred, as the case may be, shall be deemed to be the fair
market value of the Common Stock. During such times as there is not a market
price available, the fair market value of the Company's Common Stock shall be
determined by the Committee, which shall consider, among other facts which it
considers to be relevant, the book value of such stock and the earnings of the
Company. The exercise price shall be subject to adjustment as provided in
Section 8 below.

     6.   Terms and Conditions of Incentive Options.

                    Each incentive option granted pursuant to this Plan shall be
evidenced by a written Option Agreement which shall specify that the options
subject thereto are incentive options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended. The granting of an incentive option
shall take place at the time of Committee action granting the option. The Option
Agreement shall be in such form as the Committee shall, from time to time,
recommend, but shall comply with and be subject to the following terms and
conditions:

                    a.   Medium and Time of Payment. The exercise price of an
incentive option shall be payable (i) in United States dollars payable in cash,
certified check, or bank draft; (ii) subject to any legal restrictions on the
acquisition or purchase of its shares by the Company, by the delivery of shares
of Common Stock which (x) in the case of shares acquired upon exercise of an
option have been owned by the optionee for more than six (6) months on the date
of surrender and (y) have an aggregate fair market value on the date of
surrender equal to the aggregate exercise price of the shares as to which the
option is being exercised; (iii) in the discretion of the Committee, by the
issuance of a promissory note in a form acceptable to the Committee; (iv)
delivery of a properly executed exercise notice together with such other
documentation as the Committee and broker, if applicable, shall require to
effect an exercise of the option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price; or (v) any combination of (i),
(ii), (iii) or (iv) above.

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                    b.   Number of Shares. The incentive option shall state the
total number of shares to which it pertains.

                    c.   Term of Incentive Option. Each incentive option granted
under the Plan shall expire within a period of not more than ten (10) years from
the date the incentive option is granted; provided, however, that the incentive
option shall expire within a period of not more than five (5) years if granted
to a person who owns more than 10% of the combined voting power of all classes
of stock of the Company or of its parent or subsidiary corporation.

                    d.   Date of Exercise. Each incentive stock option granted
pursuant to this Plan shall become exercisable on each successive anniversary of
the grant date of such options in increments of twenty five percent (25%);
provided, however, that in the discretion of the Committee, individual Option
Agreements may contain different exercise schedules.

                    e.   Termination of Association Except Upon Death or
Disability. In the event of an optionee's termination of association with the
Company (as hereinafter defined) for any reason other than his death or
disability, (i) all incentive options granted to any such optionee pursuant to
this Plan which are not exercisable at the date of such termination of
association shall terminate immediately and become void and of no effect, and
(ii) all incentive options granted to any such optionee pursuant to this Plan
which are exercisable at the date of such termination of association may be
exercised (but only to the extent such options were exercisable as of the date
of such termination of association) at any time within three (3) months of the
date of such termination of association, but in any event no later than the date
of expiration of the incentive option period, and if not so exercised within
such time shall become void and of no effect at the end of such time. For
purposes of this Plan, the term "termination of association" with the Company
shall mean (i) for any person who is an employee of the Company or a subsidiary
of the Company but not also a director of the Company, the cessation of such
person's employment with the Company or a subsidiary of the Company, or any
corporation or a parent or subsidiary of a corporation issuing and assuming an
option in a transaction to which Section 424(a) of the Internal Revenue Code
applies (collectively, an "Affiliate"), (ii) for any person who is both a
director of the Company and an employee of the Company or a subsidiary or
Affiliate of the Company, the cessation of both the employment and status as a
director of such person, and (iii) for any person who is a director of the
Company but not also an employee of the Company or a subsidiary of the Company,
the cessation of such person's status as a director of the Company.

                    f.   Death or Disability of Optionee. In the event of an
optionee's termination of association with the Company by reason of his or her
death or disability, (i) all incentive options granted to such person pursuant
to this Plan which are not exercisable at the date of such termination of
association shall terminate immediately and become void and of no effect, and
(ii) all incentive options granted to such person pursuant to this Plan which
are exercisable at the date of such termination of association may be exercised
(but only to the extent they were exercisable as of the date of such termination
of association) at any time within one (1) year after the optionee's termination
of association as a result of such death or disability, but in any event no
later than the date of expiration of the incentive option period, by such
optionee, or in the event of death, by the executors or administrators of the
optionee's estate or by any person or persons who shall have acquired the
incentive option directly from the optionee by bequest or inheritance. At the
end of such one (1) year period, all incentive options held by such optionee, to
the extent they remain unexercised, shall terminate and become void and of no
effect.

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                    g.   Rights as a Stockholder. An optionee or a transferee of
an incentive option shall have no rights as a stockholder with respect to any
shares of Common Stock covered by his or her incentive option until the date of
the issuance of a share certificate to him or her for such shares. No adjustment
shall be made for dividends or distributions or other rights for which the
record date is prior to the date such share certificate is issued.

                    h.   Nonassignability of Rights. No incentive option shall
be assignable or transferable by the person receiving same except by will or the
laws of descent and distribution. During the life of such person, the incentive
option shall be exercisable only by him or her.

                    i.   Limitation. Notwithstanding any other provisions of the
Plan, to the extent the aggregate fair market value (determined in accordance
with the provisions of Section 5 above as of the time the incentive option is
granted) of the shares of Common Stock with respect to which incentive stock
options are exercisable for the first time by the optionee during any calendar
year (under all such plans of the Company and any parent and subsidiary
corporations) exceeds $100,000, such excess shall be treated as nonqualified
options.

                    j.   Notice of Disposition. Each Option Agreement which
relates to the grant of an incentive stock option shall provide that the
optionee shall give prompt written notice to the Company in the event the
optionee sells or otherwise disposes of any shares of Common Stock issued upon
the exercise of such incentive stock options.

                    k.   Other Provisions. Any Option Agreement may contain such
other terms, provisions and conditions as may be determined by the Committee,
which are not inconsistent with the provisions of Section 422 of the Internal
Revenue Code of 1986, as amended, including the option of the Company to
repurchase any shares issued upon the exercise of an option upon termination of
employment. Incentive options granted to different persons, or to the same
person at different times, may be subject to terms, conditions and restrictions
which differ from each other.

     7.   Terms and Conditions of Nonqualified Options.

                    Each nonqualified option granted pursuant to this Plan shall
be evidenced by a written Option Agreement which shall specify that the options
subject thereto are nonqualified options. The granting of a nonqualified option
shall take place at the time of Committee action granting such option. The
Option Agreement shall be in such form as the Committee shall, from time to
time, recommend, but shall comply with and be subject to the following terms and
conditions:

                    a.   Medium and Time of Payment. The nonqualified option
price shall be payable (i) in United States dollars payable in cash, certified
check, or bank draft; (ii) subject to any legal restrictions on the acquisition
or purchase of its shares by the Company, by the delivery of shares of Common
Stock which (x) in the case of shares acquired upon exercise of an option have
been owned by the optionee for more than six (6) months on the date of surrender
and (y) have an aggregate fair market value on the date of surrender equal to
the aggregate exercise price of the shares as to which the option is being
exercised; (iii) in the discretion of the Committee, by the issuance of
promissory note in a form acceptable to the Committee; (iv) delivery of a
properly executed exercise notice together with such other documentation as the
Committee and broker, if

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applicable, shall require to effect an exercise of the option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price; or
(v) any combination of (i), (ii), (iii) or (iv) above.

                    b.   Number of Shares. The nonqualified option shall state
the total number of shares to which it pertains.

                    c.   Term of Nonqualified Option. Each nonqualified option
granted under the Plan shall expire within a period of not more than ten (10)
years from the date the nonqualified option is granted.

                    d.   Date of Exercise. Each nonqualified option granted
pursuant to this Plan shall become exercisable on each successive anniversary of
the grant date of such options in increments of twenty five percent (25%);
provided, however, that in the Committee's absolute discretion, individual
Option Agreements may contain different exercise schedules.

                    e.   Termination of Association Except Upon Death or
Disability. In the event of an optionee's termination of association with the
Company or any subsidiary or Affiliate of the Company, for any reason other than
his or her death or disability, (i) all nonqualified options granted to any such
optionee pursuant to this Plan which are not exercisable at the date of such
termination of association shall terminate immediately and become void and of no
effect, and (ii) all nonqualified options granted to any such optionee pursuant
to this Plan which are exercisable at the date of such termination of
association may be exercised (but only to the extent they were exercisable as of
the date of the termination of association) at any time within three (3) months
of the date of such termination of association, but in any event no later than
the date of expiration of the nonqualified option period, and if not so
exercised within such time shall become void and of no effect at the end of such
time.

                    f.   Death or Disability of Optionee. In the event of an
optionee's termination of association with the Company by reason of his or her
death or disability, (i) all nonqualified options granted to such optionee
pursuant to this Plan which are not exercisable at the date of such termination
of association shall terminate immediately and become void and of no effect, and
(ii) all nonqualified options granted to such optionee pursuant to this Plan
which are exercisable at the date of such termination of association may be
exercised (but only to the extent they were exercisable as of the date of the
termination of association) at any time within one (1) year after the optionee's
death or disability, but in any event no later than the date of expiration of
the nonqualified option period, by such optionee, or in the event of death, by
the executors or administrators of the optionee's estate or by any person or
persons who shall have acquired the nonqualified option directly from the
optionee by bequest or inheritance. At the end of such one (1) year period, all
nonqualified options held by such optionee, to the extent they remain
unexercised, shall terminate and become void and of no effect.

                    g.   Rights as a Stockholder. An optionee or an offeree or a
transferee of a nonqualified option shall have no rights as a stockholder with
respect to any shares of Common Stock covered by his or her nonqualified option
until the date of the issuance of a share certificate to such optionee for such
shares. No adjustment shall be made for dividends or distributions or other
rights for which the record date is prior to the date such share certificate is
issued.

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                    h.   Nonassignability of Rights. Except as provided by the
Committee, no nonqualified option shall be assignable or transferable by the
person receiving same except by will or the laws of descent and distribution.
During the life of such person, the nonqualified option shall be exercisable
only by him or her.

                    i.   Other Provisions. Any Option Agreement may contain such
other terms, provisions and conditions as may be determined by the Committee.
Nonqualified options granted to different persons, or to the same person at
different times, may be subject to terms, conditions and restrictions which
differ from each other.

     8.   Changes in Capital Structure.

                    a.   Changes in Capitalization. In the event that the
outstanding shares of 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 merger, consolidation or
reorganization in which the Company is the surviving corporation or of a
recapitalization, stock split, combination of shares, reclassification,
reincorporation, stock dividend (in excess of 2%), or other change in the
corporate structure of the Company, appropriate adjustments shall be made by the
Board of Directors in the aggregate number and kind of shares subject to this
Plan, and the number and kind of shares and the price per share subject to
outstanding incentive options and nonqualified options in order to preserve, but
not to increase, the benefits to persons then holding incentive options and/or
nonqualified options.

                    b.   Merger or Asset Sale. In the event that the Company at
any time proposes to (i) merge into, consolidate with or to enter into any other
reorganization (including the sale of substantially all of its assets) in which
the Company is not the surviving corporation, or (ii) enter into a merger or
other reorganization as a result of which the outstanding shares of Common Stock
of the Company will be changed into or exchanged for shares of the capital stock
or other securities of another corporation or for cash or property, then the
Plan and all unexercised incentive options and nonqualified options granted
hereunder shall terminate, unless provision is made in writing in connection
with such transaction for the assumption of incentive options and nonqualified
options theretofore granted, or the substitution for such incentive options and
nonqualified options of new options covering shares of a successor corporation,
with appropriate adjustments as to number and kind of shares and prices, in
which event the Plan and the incentive options and nonqualified options
theretofore granted, or the new incentive options and nonqualified options
substituted therefor, shall continue in the manner and under the terms so
provided. If such provision is not made in such transaction for the continuance
of the Plan and the assumption of incentive options and nonqualified options
theretofore granted or the substitution for such incentive options and
nonqualified options of new incentive options and nonqualified options covering
the shares of a successor corporation, then the Committee shall cause written
notice of the proposed transaction to be given to the persons holding incentive
options or nonqualified options not less than thirty (30) days prior to the
anticipated effective date of the proposed transaction, and all incentive
options and nonqualified options shall be accelerated and, concurrent with the
effective date of the proposed transaction, such person shall have the right to
exercise incentive options and nonqualified options in respect of any or all
shares then subject thereto.

                    c.   Termination Following a Change of Control. If, at any
time within twelve (12) months after a Change of Control, an optionee's status
as employee is terminated as a

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result of an Involuntary Termination or if an optionee's status as director
terminates other than upon a voluntary resignation by the optionee (which shall
not deemed voluntary if requested by the acquiring company), the vesting and
exercisability of each outstanding incentive option and nonqualified option
shall be automatically accelerated in full. The incentive option or nonqualified
option shall remain exercisable in accordance with Sections 6 and 7 and the
Option Agreement.

               For purposes of this Section 8(c):

                    i.   "Cause" means (i) any act of personal dishonesty taken
by the optionee in connection with his responsibilities as an employee which is
intended to result in substantial personal enrichment of the optionee,(ii) the
optionee's conviction of a felony, (iii) a willful act by the optionee which
constitutes misconduct, and (iv) continued willful violations by the optionee of
the optionee's obligations to the Company after there has been delivered to the
optionee a written demand for performance from the Company which describes the
basis for the Company's belief that the optionee has not substantially performed
his duties; and

                    ii.  "Change of Control" means the occurrence of any of the
following events:

                         (1)  the approval by stockholders of the Company of a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;

                         (2)  any approval by the stockholders of the Company of
a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;

                         (3)  any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities; or

                         (4)  a change in the composition of the Board, as a
result of which fewer than a majority of the directors are Incumbent Directors.
"Incumbent Directors" shall mean directors who either (A) are directors of the
Company as of the date hereof, or (B) are elected, or nominated for election, to
the Board with the affirmative votes of at least a majority of those directors
whose election or nomination was not in connection with any transaction
described in subsections (i), (ii) or (iii) or in connection with an actual or
threatened proxy contest relating to the election of directors of the Company.

                    iii. "Involuntary Termination" means (1) without the
employee's express written consent, a significant reduction of the employee's
duties, position or responsibilities relative to the employee's duties, position
or responsibilities in effect immediately prior to such

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reduction, or the removal of the employee from such position, duties and
responsibilities, unless the employee is provided with comparable duties,
position and responsibilities; provided, however, that a reduction in duties,
position or responsibilities solely by virtue of the Company being acquired and
made part of a larger entity (as, for example, when the title of the employee
remains the same following a Change of Control but is not promoted, transferred
or is entitled to assume the same title or position in the corporate structure
of the acquiring corporation) shall not constitute an "Involuntary Termination;"
(ii) without the employee's express written consent, a substantial reduction,
without good business reasons, of the facilities and perquisites (including
office space and location) available to the employee immediately prior to such
reduction; (iii) a reduction by the Company of the employee's base salary as in
effect immediately prior to such reduction; (iv) a material reduction by the
Company in the kind or level of employee benefits to which the employee is
entitled immediately prior to such reduction with the result that the employee's
overall benefits package is significantly reduced; (v) without the employee's
express written consent, the relocation of the employee to a facility or a
location more than fifty (50) miles from his current location; or (vi) any
purported termination of the employee by the Company which is not effected for
Cause or for which the grounds relied upon are not valid.

     9.   Amendment and Termination of the Plan.

               The Board of Directors of the Company may from time to time
alter, amend, suspend or terminate the Plan in such respects as the Board of
Directors may deem advisable; provided, however, that no such alteration,
amendment, suspension or termination shall be made which shall substantially
affect or impair the rights of any person under any incentive option or
nonqualified option theretofore granted to such person without his or her
consent; provided further, however, that the approval of the Company's
stockholders shall be obtained to the extent necessary and desirable to comply
with applicable law.

               Unless the Plan shall theretofore have been terminated, the Plan
shall be effective on September 22, 1993, and shall terminate on September 21,
2003.

     10.  Application of Funds.

               The proceeds received by the Company from the sale of Common
Stock pursuant to incentive options and nonqualified options will be used for
general corporate purposes.

     11.  No Obligation to Exercise Option.

               The granting of an incentive option or nonqualified option shall
impose no obligation upon the optionee to exercise such incentive option or
nonqualified option.

     12.  Continuance of Employment or Status as Director.

               The Plan or the granting of any incentive option or nonqualified
option thereunder shall not impose any obligation on the Company or its
stockholders to continue the employment of any optionee who is an employee, or
to retain as a director any optionee who is a director.

     13.  Tax Withholding.

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                    Whenever shares are to be issued under the Plan, the Company
or any subsidiary of the Company employing the recipient shall have the right to
deduct from the recipient's compensation or require the recipient to remit to
the employer corporation, prior to the issuance of the shares, an amount
sufficient to satisfy federal, state and local withholding tax requirements. The
Committee shall have the discretion to allow an optionee to satisfy tax
withholding obligations by electing to have the Company withhold from the shares
to be issued upon exercise of an Option that number of shares having a fair
market value equal to the amount required to be withheld. The fair market value
of the shares to be withheld shall be determined on the date that the amount of
tax to be withheld is determined.

          14.  Stockholder Approval.

                    This Plan must be approved by the Company's stockholders
within twelve (12) months following its approval by the Board of Directors of
the Company. Any stock option exercised before stockholder approval is obtained
must be rescinded if stockholder approval is not obtained within twelve (12)
months following approval of the Plan by the Board of Directors.

          15.  General Provisions.

                    Notwithstanding any other provision of this Plan or
agreements made pursuant thereto, the Company shall not be required to issue or
deliver any certificate or certificates for shares of stock upon the exercise of
options granted under this Plan prior to fulfillment of all of the following
conditions:

                    a.   Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, in its
absolute discretion, deem necessary or advisable;

                    b.   The obtaining of any other consent, approval or permit
from any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and

                    c.   The execution and delivery to the Company by the
recipient of an investment representation letter containing such assurances
and/or representations as the Committee shall, in its absolute discretion,
determine to be necessary or advisable to satisfy the requirements for
exemptions from registration and qualification.

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