<PAGE>   1

                                                                     EXHIBIT 4.1



                        PERSONNEL GROUP OF AMERICA, INC.

                 2001 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

                            (Effective July 1, 2001)





<PAGE>   2


                        PERSONNEL GROUP OF AMERICA, INC.

                 2001 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

                            (Effective July 1, 2001)



                                   ARTICLE I

                                   BACKGROUND

         Section 1.01 Establishment of the Plan. The Company (as defined below)
hereby establishes this Personnel Group of America, Inc. 2001 Non-Qualified
Employee Stock Purchase Plan.

         Section 1.02 Purpose. The purpose of the Plan is to enhance the
proprietary interest among the employees of the Company and its participating
subsidiaries through ownership of the Company's Stock (as defined below). This
Plan replaces the Company's 1997 Employee Stock Purchase Plan, which has
terminated.

         Section 1.03 Applicability of the Plan. The provisions of the Plan are
applicable only to Employees, as defined in Section 2.10 below.

                                   ARTICLE II

                                   DEFINITIONS

         Section 2.01 "Administrator" means the person or persons (who may be
officers or other employees of the Company) selected by the Compensation
Committee to operate the Plan, perform day-to-day administration of the Plan,
and maintain Plan records. The initial Administrator shall be First Union
National Bank.

         Section 2.02 "Board" means the Board of Directors of the Company.

         Section 2.03 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         Section 2.04 "Company" means Personnel Group of America, Inc., a
Delaware corporation.

         Section 2.05 "Compensation" means, for any Employee for any payroll
period, the Employee's W-2 compensation for that period, including without
limitation all bonuses except to the extent the Employee has elected to exclude
bonuses from the calculation of his Compensation pursuant to Section 5.04.

         Section 2.06 "Compensation Committee" means the Compensation Committee
of the Board.


                                       2
<PAGE>   3


         Section 2.07 "Continuous Service" means the period of time during which
an Employee has been employed by the Company or a Subsidiary and during which
there has been no interruption of the Employee's employment by the Company. For
this purpose, periods during which an Employee is on Temporary Inactive Status
shall not be considered to be interruptions of Continuous Service. If so
determined by the Compensation Committee, periods of service with an entity
prior to its becoming a Subsidiary shall also be taken into account.

         Section 2.08 "Effective Date" shall mean July 1, 2001.

         Section 2.09 "Eligible Participant" means, for any Purchase Period,
each Employee who as of the Purchase Date for such Purchase Period (i) has
completed at least 30 days of Continuous Service, (ii) is a Participant, and
(iii) has a credit in his or her Stock Purchase Account.

         Section 2.10 "Employee" means each person employed by the Company or a
Subsidiary (provided, however, that notwithstanding anything to the contrary
herein, (i) temporary or leased employees on assignment with the Company or a
Subsidiary and (ii) temporary associates in the Company's Commercial Staffing
Division shall not under any circumstances be considered "Employees" for
purposes of this Plan and, accordingly, shall not be eligible to participate in
this Plan).

         Section 2.11 "Market Value" means, with respect to Stock, the fair
market value of such Stock, determined by such methods or procedures as shall be
established from time to time by the Compensation Committee; provided, however,
that if the Stock is listed on a national securities exchange or quoted in an
interdealer quotation system, the Market Value of such Stock on a given date
shall be based upon the last sales price or, if unavailable, the average of the
closing bid and asked prices per share of the Stock on such date (or, if there
was no trading or quotation in the Stock on such date, on the next preceding
date on which there was trading or quotation) as provided by one of such
organizations.

         Section 2.12 "Offering Date" means the first business day of each
calendar month during which the Plan is in effect, or such dates as may
otherwise be specified by the Compensation Committee.

         Section 2.13 "Officer Oversubscription" means the purchase by officers
of the Company, pursuant to the Plan, of shares of Stock constituting 50% or
more of the total number of shares purchased pursuant to the Plan during the
three-year period commencing on the Effective Date (or, if shorter, the term of
the Plan).

         Section 2.14 "Participant" means each Employee who has elected to
participate in the Plan pursuant to Article III and has not withdrawn from such
participation.

         Section 2.15 "Plan" means this Personnel Group of America, Inc. 2001
Non-Qualified Employee Stock Purchase Plan, as the same is set forth herein and
as may hereafter be amended.

         Section 2.16 "Purchase Agreement" means the document prescribed by the
Compensation Committee pursuant to which an Employee enrolls to be a
Participant.


                                       3
<PAGE>   4

         Section 2.17 "Purchase Date" means the last day of each Purchase
Period.

         Section 2.18 "Purchase Period" means the period beginning on an
Offering Date and ending on the business day preceding the next following
Offering Date.

         Section 2.19 "Purchase Price" has the meaning given to such term in
Section 4.05.

         Section 2.20 "Stock" means the common stock, $.01 par value, of the
Company.

         Section 2.21 "Stock Account" shall have the meaning given to such term
in Section 4.08(b).

         Section 2.22 "Stock Purchase Account" means a non-interest-bearing
account consisting of all amounts withheld from a Participant's Compensation (or
otherwise paid into the Plan) for the purpose of purchasing shares of Stock for
such Participant under the Plan, reduced by all amounts applied to the purchase
of Stock for such Participant under the Plan.

         Section 2.23 "Subsidiary" means a subsidiary of the Company as
described in section 424(f) of the Code that has, with the permission of the
Board, adopted the Plan.

         Section 2.24 "Temporary Inactive Status" shall describe the status of a
former hourly Employee whose employment was terminated upon completion of an
assignment for the Company or a Subsidiary, for so long as such former Employee
(i) remains available for future assignments with the Company or a Subsidiary,
(ii) has not, directly or indirectly, accepted an assignment from or a position
with an entity unaffiliated with the Company and its Subsidiaries, and (iii)
otherwise remains in good standing with the Company and its Subsidiaries, in the
sole reasonable judgment of the Compensation Committee.

         Section 2.25 "Withdrawal Notice" shall have the meaning given to such
term in Section 3.02.

                                  ARTICLE III

                                  PARTICIPATION

         Section 3.01 Initial Participation. Any Employee may elect to be a
Participant for or during any Purchase Period and may become a Participant by
executing and filing with the Compensation Committee a Purchase Agreement on
such form and by such date as the Compensation Committee prescribes, which date
initially shall be not less than 5 days prior to the first payroll date on which
the Employee desires to have a percentage of his or her Compensation deducted
for the purpose of purchasing Stock hereunder. The effective date of an
Employee's participation shall be the payroll date next following the date on
which the Compensation Committee receives from the Employee a properly executed
and timely filed Purchase Agreement. Participation in the Plan will continue
automatically thereafter, from one Purchase Period to another, unless notice to
the contrary is given pursuant to Section 3.02.


                                       4
<PAGE>   5

         Section 3.02 Voluntary Discontinuance of Participation. Any Participant
may voluntarily withdraw from the Plan by filing a written notice of withdrawal
(a "Withdrawal Notice") with the Compensation Committee by such date as the
Compensation Committee may specify, which date initially shall be not less than
5 days prior to the desired withdrawal date. Upon such withdrawal, the
Participant shall receive (i) the entire amount, if any, standing to his or her
credit in his or her Stock Purchase Account and (ii) a certificate for the
shares of Stock held in his or her Stock Account, or if the Participant shall
have requested on the Withdrawal Notice that such Stock be sold, the proceeds of
such sale less applicable brokerage commissions deducted pursuant to Section
6.04.

         Section 3.03 Involuntary Discontinuance of Participation. If a
Participant ceases to be an Employee, he or she shall receive (i) the entire
amount, if any, standing in the applicable Stock Purchase Account and (ii) a
certificate for the shares of Stock held in the applicable Stock Account.
Notwithstanding the foregoing, should a Participant cease to be an Employee by
reason of acquiring Temporary Inactive Status, such Participant may continue to
participate through the end of the Purchase Period during which such status was
acquired with respect to payroll deductions attributable to the portion of the
Purchase Period prior to the time such status was acquired.

         Section 3.04 Readmission to Participation. Any Employee who has
previously been a Participant, who has discontinued participation, and who
wishes to be reinstated as a Participant may again become a Participant during
or for any subsequent Purchase Period by executing and filing with the
Compensation Committee, by such date as the Compensation Committee shall
determine (which date initially shall be not less than 5 days in advance of the
first payroll date on which the Employee again desires to have a percentage of
his Compensation deducted for the purpose of purchasing Stock hereunder), a new
Purchase Agreement on the form provided by the Compensation Committee; provided,
however, that any such readmission to the Plan shall not under any circumstance
be permitted prior to the first Offering Date that is at least three full
calendar months after the date of discontinued participation.

                                   ARTICLE IV

                   STOCK PURCHASE ACCOUNTS AND STOCK PURCHASEs

         Section 4.01 Reservation of Shares. The Company shall reserve 2,000,000
shares of Stock for the Plan, subject to adjustment in accordance with Section
5.02. The aggregate number of shares that may be purchased under the Plan
pursuant to Section 4.02 shall not exceed the number of shares reserved for the
Plan.

         Section 4.02 Method of Stock Purchases. At the option of the
Compensation Committee, shares of Stock purchased pursuant to the Plan may be
either (i) authorized and unissued shares, (ii) shares issued and subsequently
acquired by the Company, or (iii) shares purchased on the open market through a
member firm of a national securities exchange that is also a member of a
national interdealer quotation system, as selected by the Compensation Committee
from time to time.


                                       5
<PAGE>   6

         Section 4.03 Payroll Deductions. In his or her Purchase Agreement, each
Participant shall authorize a payroll deduction of any whole percentage from 0%
to 10% from each payment of Compensation during a Purchase Period for the
purpose of purchasing Stock under the Plan. Subject to Section 3.02, a
Participant may not reduce or increase his or her payroll deduction rate during
any Purchase Period. However, a Participant may change the deduction to any
permissible level for any subsequent Purchase Period by filing notice thereof by
such date as the Compensation Committee shall determine, which date initially
shall be not less than 5 days preceding the Offering Date on which such
subsequent Purchase Period commences. A Participant who reduces his or her
payroll deduction rate to 0% for any Purchase Period shall not be permitted to
increase such payroll deduction rate effective prior to the first Offering Date
that is at least three full calendar months after the date of the reduction.

         Section 4.04 Stock Purchase Accounts. The Administrator shall establish
a Stock Purchase Account in the name of each Participant. Each Participant's
payroll deductions, as described in Section 4.03, shall be credited to the
Participant's Stock Purchase Account, without interest, until withdrawn,
distributed, or used to purchase Stock hereunder. The Company may use all
payroll deductions received or held by the Company under the Plan for any
corporate purpose and shall not be obligated to segregate these payroll
deductions.

         Section 4.05 Purchase Price of Shares.

         (a)      The Purchase Price per share of the Stock purchased by
                  Eligible Participants at the end of any Purchase Period
                  pursuant to clause (i) or (ii) of Section 4.02 shall be the
                  sum of (i) the Market Value of such share on the applicable
                  Purchase Date, and (ii) any transfer, excise or similar tax
                  imposed on the transaction pursuant to which such share of
                  Stock is purchased.

         (b)      The Purchase Price per share of the Stock purchased by
                  Eligible Participants at the end of any Purchase Period
                  pursuant to clause (iii) of Section 4.02 shall be the sum of
                  (i) the weighted average price per share of all shares
                  purchased (excluding brokerage commissions, which the Company
                  shall pay) with respect to such Purchase Date, and (ii) any
                  transfer, excise or similar tax imposed on the transaction
                  pursuant to which such share of Stock is purchased.

         (c)      If the date on which any Stock is purchased is a day on which
                  the Stock is selling ex-dividend but the settlement date for
                  such Stock is on or before the record date for such dividend,
                  then for Plan purposes the Purchase Price per share shall be
                  increased by an amount equal to the dividend per share. In no
                  event shall the Purchase Price be less than the par value of
                  the Stock.

         Section 4.06 Exercise of Purchase Privilege.

         (a)      Subject to the provisions of Section 5.01, for each Purchase
                  Period, there shall be purchased for each Eligible
                  Participant, at the Purchase Price, the largest number of
                  whole shares of Stock as can be purchased with the entire
                  amount standing to the Participant's credit in his or her
                  Stock Purchase Account on the applicable Purchase Date. Each
                  such purchase made from the Company shall be deemed to


                                       6
<PAGE>   7

                  have occurred on such Purchase Date, and each such purchase
                  made on the open market shall be made as soon as practicable
                  after such Purchase Date but in any event within 30 days
                  (except to the extent a later purchase may be necessary under
                  any applicable federal securities laws or other government or
                  stock exchange regulations). Dividend and voting rights with
                  respect to all shares purchased will commence upon settlement,
                  which is normally three business days after purchase whether
                  from the Company or on the open market.

         (b)      After the purchase of such maximum number of whole shares, if
                  any, as may be purchased for such Purchase Period pursuant to
                  subsection (a) above, any amount remaining in a Participant's
                  Stock Purchase Account shall remain in the Stock Purchase
                  Account to the credit of the Participant and be applied to
                  purchase additional shares of Stock at the end of subsequent
                  Purchase Periods for which the Participant is an Eligible
                  Participant.

         Section 4.07 Payment for Stock. The Purchase Price for all shares of
Stock purchased by a Participant under the Plan shall be paid out of the
Participant's Stock Purchase Account. As of each Purchase Date, the entire
amount standing to the credit of each Eligible Participant in his or her Stock
Purchase Account shall be charged with the aggregate Purchase Price of the
shares of Stock purchased by such Participant for such Purchase Period. No
interest shall be paid or payable with respect to any amount held in the
Participant's Stock Purchase Account.

         Section 4.08 Share Ownership; Issuance of Certificates.

         (a)      The shares purchased by a Participant as of a Purchase Date
                  shall, for dividend and voting right purposes, be deemed to
                  have been issued and/or sold at the close of business on the
                  settlement date for such shares. Prior to that time, none of
                  the rights or privileges of a stockholder of the Company shall
                  inure to the Participant with respect to such shares. The
                  Administrator shall deliver all shares of Stock purchased
                  under the Plan in the manner determined by the Compensation
                  Committee, as described in subsection (b) below.

         (b)      The Compensation Committee, in its sole discretion, may
                  determine that the Administrator shall deliver shares of Stock
                  (i) by issuing and delivering to the Participant a certificate
                  for the number of whole shares of Stock purchased by such
                  Participant on a Purchase Date or during a calendar year, (ii)
                  by issuing and delivering a certificate or certificates for
                  the number of shares of Stock purchased by all Participants on
                  a Purchase Date or during a calendar year to a member firm of
                  a national securities exchange that is also a member of a
                  national interdealer quotation system, as selected by the
                  Compensation Committee from time to time, which shares shall
                  be maintained by such member firm in a separate brokerage
                  account for each Participant, or (iii) by issuing and
                  delivering a certificate or certificates for the number of
                  shares of Stock purchased by all Participants on a Purchase
                  Date or during the calendar year to a bank or trust company or
                  affiliate thereof, as selected by the Compensation Committee
                  from time to time, which shares shall be maintained by such
                  bank or trust company or affiliate in a separate account for
                  each Participant. The separate account created for each
                  Participant


                                       7
<PAGE>   8

                  pursuant to either clause (ii) or clause (iii) above is
                  referred to herein as such Participant's "Stock Account."

         (c)      A Participant may designate on his or her Purchase Agreement
                  that all Stock certificates issued to him pursuant to clause
                  (i) of Section 4.08(b) and all Stock Accounts created pursuant
                  to clause (ii) or clause (iii) of Section 4.08(b) to hold his
                  or her Stock be issued or created, as applicable, in his or
                  her name jointly with his or her spouse, with right of
                  survivorship. Alternatively, if a Participant is a resident of
                  a jurisdiction that does not recognize joint tenancy, he or
                  she may have certificates or Stock Accounts in his or her name
                  as tenant in common with his or her spouse, without right of
                  survivorship. A Participant may change such designation at any
                  time by filing with the Administrator a notice of the change
                  signed by the Participant and his or her spouse. Any spouse
                  named as a joint tenant or a tenant in common hereunder shall
                  be bound by all of the terms and conditions of the Plan as if
                  such spouse were a Participant; and all references to the
                  Stock Account, or to instructions therefor or deliveries
                  therefrom, of a Participant whose spouse is so named shall be
                  deemed to be references to such joint or common tenant Stock
                  Account or to instructions from or deliveries to both the
                  Participant and such spouse, as applicable.

         Section 4.09 Limitation on Purchases by Officers. The Compensation
Committee shall monitor the records of the Plan from time to time, not less than
semi-annually, to ascertain whether an Officer Oversubscription is reasonably
likely to occur. Notwithstanding anything herein to the contrary, if the
Compensation Committee determines at any time that an Officer Oversubscription
is reasonably likely to occur, then the payroll deduction percentages of all
officers shall be immediately decreased, with effect on the next payroll date,
in such equitable manner as between such officers as the Compensation Committee
determines in its reasonable discretion, to such levels as the Compensation
Committee determines are reasonably necessary to prevent an Officer
Oversubscription.

                                   ARTICLE V

                               SPECIAL ADJUSTMENTS

         Section 5.01 Shares Unavailable. If, on any Purchase Date, the
aggregate funds available for the purchase of Stock would purchase a number of
shares in excess of the number of shares then available for purchase under the
Plan pursuant to Section 4.01, then the number of shares that would otherwise be
purchased by each Eligible Participant shall be proportionately reduced on the
Purchase Date in order to eliminate such excess.

         Section 5.02 Antidilution Provisions. The aggregate number of shares of
Stock reserved for purchase under the Plan pursuant to Section 4.01 may be
appropriately adjusted to reflect any increase or decease in the number of
issued shares of Stock resulting from a subdivision or consolidation of shares
or other capital adjustment, or the payment of a stock dividend, or other
increase or decrease in such shares, if effected without receipt of
consideration


                                       8
<PAGE>   9

by the Company. Any such adjustment shall be made by the Compensation Committee
acting with the consent of, and subject to the approval of, the Board.

         Section 5.03 Effect of Certain Transactions. Subject to any required
action by the stockholders, if the Company shall be the surviving or resulting
corporation in any merger or consolidation, or if the Company shall be merged
for the purpose of changing the jurisdiction of its incorporation, the offering
of shares of Stock under the Plan shall pertain to and apply to the shares of
stock of the surviving corporation. However, in the event of a dissolution or
liquidation of the Company, or of a merger or consolidation in which the Company
is not the surviving or resulting corporation, the Plan shall terminate upon the
effective date of such dissolution, liquidation, merger or consolidation, and
the balance then standing to the credit of each Participant in his or her Stock
Purchase Account, together with a certificate for the shares of Stock held in
his or her Stock Account, shall be returned to him or her.

         Section 5.04 Election Regarding Bonuses. An Employee may elect to have
bonuses of any type or of all types excluded from the computation of his
Compensation. Such election, or rescission thereof, (i) shall be made on such
form and by such date as the Compensation Committee shall prescribe for this
purpose, which date initially shall be not less than 5 days prior to the first
payroll date on which the Employee desires to have bonuses excluded from the
computation of his Compensation, and (ii) shall be effective as of the first
payroll date next following the date on which the Compensation Committee
receives from the Employee a properly executed and timely filed election or
rescission.

                                   ARTICLE VI

                                 STOCK ACCOUNTS

         Section 6.01 Maintenance of Stock Accounts. Each Stock Account created
for a Participant shall be maintained, at the Company's expense, for so long as
such Participant remains a Participant and the Plan remains in effect.

         Section 6.02 Sale of Stock. A Participant may request the sale of any
number of shares held in the Participant's Stock Account by giving telephonic or
written instructions to the Administrator. The Administrator shall make the
requested sale, or cause it to be made, as promptly as practicable following
receipt of the request and shall remit the proceeds therefrom, less the
brokerage commission described in Section 6.04, to the Participant. A request to
sell all shares held in a Participant's Stock Account shall not be treated as a
withdrawal from the Plan unless accompanied by a Withdrawal Notice.

         Section 6.03 Withdrawal of Stock. A Participant may withdraw any number
of shares held in the Participant's Stock Account by giving telephonic or
written instructions to the Administrator. The Administrator shall make the
requested withdrawal as promptly as practicable following receipt of the request
and shall remit to the Participant Stock certificates representing the shares
withdrawn. A request to withdraw all shares held in a Participant's Stock
Account shall not be treated as a withdrawal from the Plan unless accompanied by
a Withdrawal Notice.


                                       9
<PAGE>   10

         Section 6.04 Brokerage Commissions. Each Participant will be charged
brokerage commissions on sales of Stock from his or her Stock Account. Brokerage
commissions are subject to change without further notice to Participants. Each
sale will be processed net of the commissions applicable thereto.

                                  ARTICLE VII

                                  MISCELLANEOUS

         Section 7.01 Nonalienation. The right to purchase shares of Stock under
the Plan is personal to the Eligible Participant, is exercisable only by him or
her during his or her lifetime except as hereinafter set forth, and may not be
assigned or otherwise transferred by him or her. Notwithstanding the foregoing,
there shall be delivered to the executor, administrator or other personal
representative of a deceased Participant such shares of Stock and such residual
balance as may remain in the Participant's Stock Purchase Account as of the date
the Participant's death occurs. However, such representative shall be bound by
the terms and conditions of the Plan as if such representative were a
Participant.

         Section 7.02 Administrative Costs. Except as set forth in Section 6.04,
the Company shall pay all administrative expenses associated with the operation
of the Plan, and no administrative charges shall be levied against the Stock
Purchase Accounts or Stock Accounts of the Participants.

         Section 7.03 Collection of Taxes. The Administrator shall be entitled
to require any Participant to remit, through payroll withholding or otherwise,
any tax that it determines it is so obligated to collect with respect to the
issuance of Stock hereunder, or the subsequent sale or disposition of such
Stock, and the Compensation Committee shall institute such mechanisms as shall
insure the collection of such taxes.

         Section 7.04 Compensation Committee. The Compensation Committee shall
have plenary authority and power to direct the administration of and to
interpret the Plan and to make, adopt, construe and enforce rules and
regulations not inconsistent with the provisions hereof. The Compensation
Committee shall adopt and prescribe the contents of all forms required in
connection with the administration of the Plan, including without limitation the
Purchase Agreement, payroll withholding authorizations, withdrawal documents and
all other notices required hereunder (other than the Withdrawal Notice, which
may be in any written form that sufficiently communicates to the Compensation
Committee the Participant's intent to withdraw from participation in the Plan).
The Compensation Committee shall have the fullest discretion permissible under
law in the discharge of its duties. The Compensation Committee's interpretations
and decisions in respect of the Plan, the rules and regulations pursuant to
which it is operated, and the rights of Participants hereunder shall be final
and conclusive.

         Section 7.05 Reports to Participant.

         (a)      Each Participant shall receive on a quarterly basis a
                  statement of activity showing the amount invested in his or
                  her Stock Purchase Account during such quarter, the Purchase
                  Price and number of shares purchased with such invested
                  amount, the


                                       10
<PAGE>   11

                  numbers of shares sold and withdrawn and the total shares
                  accumulated in his or her Stock Account, and other similar
                  information. Each Participant should retain these statements
                  so as to be able to establish the cost basis of shares
                  purchased under the Plan for income tax and other purposes.
                  Duplicate statements will be available from the Administrator.
                  In addition, each Participant shall receive copies of the same
                  communications sent to all other holders of shares of Stock.

         (b)      All notices, statements and reports from the Administrator to
                  a Participant will be addressed to the Participant at his or
                  her latest address of record with the Administrator.
                  Participants must therefore promptly notify the Administrator
                  of any change of address.

         Section 7.06 Amendment of the Plan. The Board may amend the Plan
without the consent of stockholders or Participants, except that any such action
shall be subject to the approval of the Company's stockholders at or before the
next annual meeting of stockholders for which the record date is after such
Board action if such stockholder approval is required by any federal or state
law or regulation or the rules of any stock exchange or automated quotation
system on which the Stock may then be listed or quoted, and except that the
Board may otherwise, in its discretion, determine to submit changes to the Plan
to stockholders for approval.

         Section 7.07 Termination of the Plan. The Board shall have the right to
terminate the Plan at any time without prior notice to any Participant and
without liability to any Participant. Upon the termination of the Plan, the
balance, if any, then standing to the credit of each Participant in his or her
Stock Purchase Account shall be refunded to him or her without interest, and the
Administrator shall deliver to each Participant stock certificates representing
the shares of Stock held for such person pursuant to Section 4.08(b) and Article
VI.

         Section 7.08 Repurchase of Stock. The Company shall not be required to
purchase or repurchase from any Participant any of the shares of Stock that the
Participant acquires under the Plan.

         Section 7.09 Notice. The Purchase Agreement and any notice that a
Participant files pursuant to the Plan shall be effective only when received by
the Compensation Committee.

         Section 7.10 Government Regulation. The Company's obligation to sell
and to deliver Stock under the Plan is at all times subject to all approvals of
any governmental authority required in connection with the authorization,
issuance, sale or delivery of such Stock.

         Section 7.11 Limitation of Liability. Neither the Company nor any
Administrator or brokerage firm retained by the Company (nor any of their
respective agents, representatives, employees, officers, directors, or
subcontractors) shall be liable in administering the Plan for any act done in
good faith nor for any good faith omission to act, including, without
limitation, any claim of liability arising from failure to terminate a
Participant's Stock Purchase Account upon such Participant's death or with
respect to the prices or times at which shares are purchased or sold for
Participants or fluctuations in the market value of Stock. The Participant
should recognize that the Purchase Prices of shares purchased under the Plan
will be determined by, and


                                       11
<PAGE>   12

subject to, market conditions, and neither the Company nor the Administrator can
provide any assurance of a profit or protection against loss on any shares
purchased under the Plan.

         Section 7.12 Headings, Captions, Gender. The headings and captions
herein are for convenience of reference only and shall not be considered as part
of the text. The masculine shall include the feminine, and vice versa.

         Section 7.13 Severability of Provisions; Prevailing Law. The provisions
of the Plan shall be deemed severable. In the event any such provision is
determined to be unlawful or unenforceable by a court of competent jurisdiction
or by reason of a change in an applicable statute, the Plan shall continue to
exist as though such provision had never been included therein (or, in the case
of a change in an applicable statute or regulation, had been deleted as of the
date of such change). The Plan shall be governed by the laws of the State of
Delaware to the extent such laws are not in conflict with, or superseded by,
federal law.


                                       12