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                                                                    Exhibit 10.8



                          CROSS COUNTRY STAFFING, INC.

                            EQUITY PARTICIPATION PLAN


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                                TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I       PURPOSE....................................................1

ARTICLE II      DEFINITIONS................................................1

ARTICLE III     ADMINISTRATION.............................................5

ARTICLE IV      SHARE AND OTHER LIMITATIONS................................9

ARTICLE V       ELIGIBILITY...............................................11

ARTICLE VI      STOCK OPTIONS.............................................11

ARTICLE VII     NON-TRANSFERABILITY AND TERMINATION OF
                EMPLOYMENT................................................14

ARTICLE VIII    CHANGE IN CONTROL PROVISIONS..............................16

ARTICLE IX      TERMINATION OR AMENDMENT OF PLAN..........................18

ARTICLE X       COMPANY CALL RIGHTS AND OTHER LIMITATIONS.................18

ARTICLE XI      UNFUNDED PLAN.............................................19

ARTICLE XII     GENERAL PROVISIONS........................................20

ARTICLE XIII    EFFECTIVE DATE OF PLAN....................................23

ARTICLE XIV     TERM OF PLAN..............................................23

<PAGE>


                          CROSS COUNTRY STAFFING, INC.


                           --------------------------
                            EQUITY PARTICIPATION PLAN
                           --------------------------


                                    ARTICLE I

                                     PURPOSE

      The purpose of this Cross Country Staffing, Inc. Equity Participation Plan
is to enhance the profitability and value of the Company for the benefit of its
stockholders by enabling the Company to offer key management employees of the
Company and its Affiliates stock-based incentives in the Company, thereby
creating a means to raise the level of stock ownership by key management
employees in order to attract, retain and reward such employees and strengthen
the mutuality of interests between such employees and the Company's
stockholders.

                                   ARTICLE II

                                   DEFINITIONS

      For purposes of this Plan, the following terms shall have the following
meanings:

            2.1 "Affiliate" means each of the following: (i) any Subsidiary;
      (ii) any Parent; (iii) any corporation, trade or business (including,
      without limitation, a partnership or limited liability company) which is
      directly or indirectly controlled 50% or more (whether by ownership of
      stock, assets or an equivalent ownership interest or voting interest) by
      the Company or one of its Affiliates; and (iv) any other entity in which
      the Company or any of its Affiliates has a material equity interest and
      which is designated as an "Affiliate" by resolution of the Committee.

            2.2 "Award" means any award under this Plan of a Stock Option.

            2.3 "Board" means the Board of Directors of the Company.

            2.4 "Cause" means, with respect to a Participant's Termination of
      Employment: (i) in the case where there is no employment agreement,
      consulting agreement, change in control agreement or similar agreement in
      effect between the


<PAGE>

      Company or an Affiliate and the Participant at the time of the grant of
      the Award (or where there is such an agreement but it does not define
      "cause" (or words of like import)), termination due to a Participant's
      insubordination, dishonesty, fraud, incompetence, moral turpitude,
      misconduct, refusal to perform his or her duties or responsibilities for
      any reason other than illness or incapacity or materially unsatisfactory
      performance of his or her duties for the Company or an Affiliate as
      determined by the Committee in its sole discretion; or (ii) in the case
      where there is an employment agreement, consulting agreement, change in
      control agreement or similar agreement in effect between the Company or an
      Affiliate and the Participant at the time of the grant of the Award that
      defines "cause" (or words of like import), "cause" as defined under such
      agreement; provided, however, that with regard to any agreement that
      conditions "cause" on occurrence of a change in control, such definition
      of "cause" shall not apply until a change in control actually takes place
      and then only with regard to a termination thereafter.

            2.5 "CEP" means Charterhouse Equity Partners III, L.P., and its
      successors.

            2.6 "Change in Control" has the meaning set forth in Article VIII.

            2.7 "Code" means the Internal Revenue Code of 1986, as amended. Any
      reference to any section of the Code shall also be a reference to any
      successor provision.

            2.8 "Committee" means a committee or subcommittee of the Board
      appointed from time to time by the Board, which committee or subcommittee
      shall consist of 2 or more non-employee directors; provided, however, that
      if and to the extent that no Committee exists which has the authority to
      administer this Plan, the functions of the Committee shall be exercised by
      the Board and all references herein to the Committee shall be deemed to be
      references to the Board.

            2.9 "Common Stock" means the Class A common stock, $.01 par value
      per share, of the Company.

            2.10 "Company" means Cross Country Staffing, Inc., a Delaware
      corporation, and its successors.

            2.11 "Consultant" means any advisor or consultant to the Company or
      its Affiliates.

            2.12 "Detrimental Activity" means (i) the disclosure to anyone
      outside the Company or its Affiliates, or the use in other than the
      Company's or its Affiliate's business, without written authorization from
      the Company, of any confidential information or proprietary information,
      relating to the business of the Company or its Affiliates, acquired by a
      Participant prior to the Participant's Termination of

                                      -2-

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      Employment; (ii) activity while employed that results, or if known could
      result, in the Participant's Termination of Employment that is classified
      by the Company as a termination for Cause; (iii) any attempt, directly or
      indirectly, to solicit, induce or hire (or the identification for
      solicitation, inducement or hire) any non-clerical employee of the Company
      or its Affiliates to be employed by, or to perform services for, the
      Participant or any person or entity with which the Participant is
      associated (including, but not limited to, due to the Participant's
      employment by, consultancy for, equity interest in, or creditor
      relationship with such person or entity) or any person or entity from
      which the Participant receives direct or indirect compensation or fees as
      a result of such solicitation, inducement or hire (or the identification
      for solicitation, inducement or hire) without, in all cases, written
      authorization from the Company; (iv) any attempt, directly or indirectly,
      to solicit in a competitive manner any current customer of the Company or
      its Affiliates without, in all cases, written authorization from the
      Company; (v) the Participant's Disparagement, or inducement of others to
      do so, of the Company or its Affiliates or their past and present
      officers, directors, employees or products; (vi) without written
      authorization from the Company, the rendering of services for any
      organization, or engaging, directly or indirectly, in any business, which
      is competitive with the Company or its Affiliates, or which organization
      or business, or the rendering of services to such organization or
      business, is otherwise prejudicial to or in conflict with the interests of
      the Company or its Affiliates, provided, however, that competitive
      activities shall only be those competitive with any business unit or
      Affiliate of the Company with regard to which the Participant performed
      services at any time within the 2 years prior to the Participant's
      Termination of Employment; (vii) the Participant's breach of the terms of
      any agreement between the Company and the Participant including, without
      limitation, an employment agreement or non-competition agreement; or
      (viii) except as otherwise provided in the applicable Stock Option
      agreement, any other conduct or act determined by the Committee, in its
      sole discretion, to be injurious, detrimental or prejudicial to any
      interest of the Company or its Affiliates. For purposes of subparagraphs
      (i), (iii), (iv) and (vi) above, the Chief Executive Officer and the
      General Counsel of the Company shall each have authority, subject to the
      prior approval of the Board, to provide the Participant with written
      authorization to engage in the activities contemplated thereby and no
      other person shall have authority to provide the Participant with such
      authorization.

            2.13 "Disability" means a disability which would qualify as such
      under the Company's long-term disability plan. A Disability shall only be
      deemed to occur at the time of the determination by the Committee of the
      Disability.

            2.14 "Disparagement" means (unless modified in the applicable Stock
      Option agreement) making comments or statements to the press, the
      Company's or its Affiliates' employees or any individual or entity with
      whom the Company or its Affiliates has a business relationship which would
      adversely affect in any manner: (i) the conduct of the business of the
      Company or its Affiliates (including, without


                                      -3-


<PAGE>

      limitation, any products or business plans or business prospects), or (ii)
      the business reputation of the Company or its Affiliates, or any of their
      products, or their past or present officers, directors or employees.

            2.15 "Effective Date" means the effective date of this Plan as
      defined in Article XIII.

            2.16 "Eligible Employee" means each key management employee of the
      Company or an Affiliate.

            2.17 "Exchange Act" means the Securities Exchange Act of 1934, as
      amended. Any references to any section of the Exchange Act shall also be a
      reference to any successor provision.

            2.18 "Fair Market Value" means, for purposes of this Plan, unless
      otherwise required by any applicable provision of the Code, any
      regulations issued thereunder or as provided in the applicable Stock
      Option agreement, as of any date, the price for Common Stock consistently
      applied on such date, as determined in good faith by the Committee and,
      prior to the initial public offering of the Common Stock of the Company,
      as agreed to by CEP and MSDWCP.

            2.19 "Family Member" means any child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
      or sister-in-law, including adoptive relationships, any person sharing the
      employee's household (other than a tenant or employee), a trust in which
      these persons have more than 50% of the beneficial interest, a foundation
      in which these persons (or the employee) control the management of assets,
      and any other entity in which these persons (or the employee) own more
      than 50% of the voting interests.

            2.20 "Incentive Stock Option" means any Stock Option awarded to an
      Eligible Employee under this Plan intended to be and designated as an
      "Incentive Stock Option" within the meaning of Section 422 of the Code.

            2.21 "MSDWCP" means a representative of Morgan Stanley Dean Witter
      Capital Partners IV, L.P. and its affiliated funds, and their respective
      successors.

            2.22 "Non-Qualified Stock Option" means any Stock Option awarded
      under this Plan that is not an Incentive Stock Option.

            2.23 "Parent" means any parent corporation of the Company within the
      meaning of Section 424(e) of the Code.


                                      -4-


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            2.24 "Participant" means any Eligible Employee to whom a Stock
      Option has been awarded under this Plan.

            2.25 "Plan" means this Cross Country Staffing, Inc. Equity
      Participation Plan, as amended from time to time.

            2.26 "Retirement" means a Termination of Employment without Cause by
      a Participant at or after age 65 or such earlier date after age 50 as may
      be approved by the Committee with regard to such Participant.

            2.27 "Securities Act" means the Securities Act of 1933, as amended.
      Any reference to any section of the Securities Act shall also be a
      reference to any successor provision.

            2.28 "Stock Option" or "Option" means any option to purchase shares
      of Common Stock granted to Eligible Employees under Article VI.

            2.29 "Subsidiary" means any subsidiary corporation of the Company
      within the meaning of Section 424(f) of the Code.

            2.30 "Ten Percent Stockholder" means a person owning stock
      possessing more than 10% of the total combined voting power of all classes
      of stock of the Company, its Subsidiaries or its Parent.

            2.31 "Termination of Employment" means: (i) a termination of
      employment (for reasons other than a military or personal leave of absence
      granted by the Company) of a Participant from the Company and its
      Affiliates; or (ii) when an entity which is employing a Participant ceases
      to be an Affiliate, unless the Participant otherwise is, or thereupon
      becomes, employed by the Company or another Affiliate. In the event that
      an Eligible Employee becomes a Consultant upon the termination of his
      employment, the Committee, in its sole and absolute discretion, may
      determine that no Termination of Employment shall be deemed to occur until
      such time as such Eligible Employee is no longer an Eligible Employee or a
      Consultant. The Committee may otherwise define Termination of Employment
      in the Award agreement or, if no rights of a Participant are reduced, may
      otherwise define Termination of Employment thereafter.

            2.32 "Transfer" means anticipate, alienate, attach, sell, assign,
      pledge, encumber, charge, hypothecate or otherwise transfer and
      "Transferred" has a correlative meaning.

                                   ARTICLE III

                                 ADMINISTRATION


                                      -5-

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            3.1 THE COMMITTEE. The Plan shall be administered and interpreted by
      the Committee.

            3.2 GRANTS OF AWARDS. The Committee shall have full authority to
      grant Stock Options to Eligible Employees pursuant to the terms of this
      Plan. All Stock Options shall be granted by, confirmed by, and subject to
      the terms of, a written agreement executed by the Company and the
      Participant. In particular, the Committee shall have the authority:

                  (a) to select from among those persons recommended by the
            President of the Company the Eligible Employees to whom Stock
            Options may from time to time be granted hereunder;

                  (b) to determine whether and to what extent Stock Options are
            to be granted hereunder to one or more Eligible Employees after
            receipt of a recommendation by the President of the Company;

                  (c) to determine, in accordance with the terms of this Plan,
            the number of shares of Common Stock to be covered by each Stock
            Option granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
            with the terms of this Plan, of any Stock Option granted hereunder
            (including, but not limited to, the exercise or purchase price (if
            any), any restriction or limitation, any vesting schedule or
            acceleration thereof and any forfeiture restrictions or waiver
            thereof, regarding any Stock Option and the shares of Common Stock
            relating thereto, based on such factors, if any, as the Committee
            shall determine, in its sole discretion);

                  (e) to determine whether and under what circumstances a Stock
            Option may be settled in cash, Common Stock and/or restricted stock
            under Section 6.3(d);

                  (f) to determine whether, to what extent and under what
            circumstances to provide loans to Eligible Employees in order to
            exercise Stock Options under this Plan;

                  (g) to determine whether a Stock Option is an Incentive Stock
            Option or Non-Qualified Stock Option; provided, however, that a
            Stock Option shall be, to the extent practicable, designated as an
            Incentive Stock Option;

                  (h) to determine whether to require an Eligible Employee, as a
            condition of the granting of any Stock Option, not to sell or
            otherwise dispose of shares of Common Stock acquired pursuant to the
            exercise of an Option for a


                                      -6-

<PAGE>

            period of time as determined by the Committee, in its sole
            discretion, following the date of the acquisition of such Option or
            Award; and

                  (i) to modify, extend or renew an Award, subject to Article IX
            herein, provided, however, that if an Award is modified, extended or
            renewed and thereby deemed to be the issuance of a new Award under
            the Code or the applicable accounting rules, the exercise price of a
            Stock Option may continue to be the original exercise price even if
            less than the Fair Market Value of the Common Stock at the time of
            such modification, extension or renewal.

            3.3 GUIDELINES. Subject to Article IX hereof, the Committee shall
      have the authority to adopt, alter and repeal such administrative rules,
      guidelines and practices governing this Plan and perform all acts,
      including the delegation of its administrative responsibilities, as it
      shall, from time to time, deem advisable; to construe and interpret the
      terms and provisions of this Plan and any Stock Option issued under this
      Plan (and any agreements relating thereto); and to otherwise supervise the
      administration of this Plan. The Committee may correct any defect, supply
      any omission or reconcile any inconsistency in this Plan or in any
      agreement relating thereto in the manner and to the extent it shall deem
      necessary to effectuate the purpose and intent of this Plan. The Committee
      may adopt special guidelines and provisions for persons who are residing
      in or employed in, or subject to, the taxes of, foreign jurisdictions to
      comply with applicable tax and securities laws and may impose any
      limitations and restrictions that it deems necessary to comply with the
      applicable tax and securities laws of such foreign jurisdictions.

            3.4 DECISIONS FINAL. Any decision, interpretation or other action
      made or taken in good faith by or at the direction of the Company, the
      Board or the Committee (or any of its members) arising out of or in
      connection with this Plan shall be within the absolute discretion of all
      and each of them, as the case may be, and shall be final, binding and
      conclusive on the Company and all employees and Participants and their
      respective heirs, executors, administrators, successors and assigns.

            3.5 PROCEDURES. If the Committee is appointed, the Board shall
      designate one of the members of the Committee as chairman and the
      Committee shall hold meetings, subject to the By-Laws of the Company, at
      such times and places as it shall deem advisable, including, without
      limitation, by telephone conference or by written consent to the extent
      permitted by applicable law. A majority of the Committee members shall
      constitute a quorum. All determinations of the Committee shall be made by
      a majority of its members. Any decision or determination reduced to
      writing and signed by all the Committee members in accordance with the
      By-Laws of the Company, shall be fully as effective as if it had been made
      by a vote at a meeting duly called and held. The Committee shall keep
      minutes of its meetings and shall make such rules and regulations for the
      conduct of its business as it shall deem advisable.


                                       -7-

<PAGE>

            3.6 DESIGNATION OF CONSULTANTS/LIABILITY.

            (a) The Committee may designate employees of the Company and
      professional advisors to assist the Committee in the administration of
      this Plan and may grant authority to officers to execute agreements or
      other documents on behalf of the Committee.

            (b) The Committee may employ such legal counsel, consultants and
      agents as it may deem desirable for the administration of this Plan and
      may rely upon any opinion received from any such counsel or consultant and
      any computation received from any such consultant or agent. Expenses
      incurred by the Committee or Board in the engagement of any such counsel,
      consultant or agent shall be paid by the Company. The Committee, its
      members and any person designated pursuant to paragraph (a) above shall
      not be liable for any action or determination made in good faith with
      respect to this Plan. To the maximum extent permitted by applicable law,
      no officer of the Company or member or former member of the Committee or
      of the Board shall be liable for any action or determination made in good
      faith with respect to this Plan or any Stock Option granted under it. To
      the maximum extent permitted by applicable law or the Certificate of
      Incorporation or By-Laws of the Company and to the extent not covered by
      insurance directly insuring such person, each officer and member or former
      member of the Committee or the Board shall be indemnified and held
      harmless by the Company against any cost or expense (including reasonable
      fees of counsel reasonably acceptable to the Company) or liability
      (including any sum paid in settlement of a claim with the approval of the
      Company), and advanced amounts necessary to pay the foregoing at the
      earliest time and to the fullest extent permitted, arising out of any act
      or omission to act in connection with the administration of this Plan,
      except to the extent arising out of such officer's, member's or former
      member's own fraud or bad faith. Such indemnification shall be in addition
      to any rights of indemnification the employees, officers, directors or
      members or former officers, directors or members may have under applicable
      law or under the Certificate of Incorporation or By-Laws of the Company or
      any Affiliate. Notwithstanding anything else herein, this indemnification
      will not apply to the actions or determinations made by an individual with
      regard to Stock Option granted to him or her under this Plan.


                                       -8-

<PAGE>


                                   ARTICLE IV

                           SHARE AND OTHER LIMITATIONS

            4.1 SHARES.


                                      -9-


<PAGE>

            (a) The aggregate number of shares of Common Stock which may be
      issued or used for reference purposes under this Plan or with respect to
      which Stock Options may be granted shall not exceed 441,860 shares of
      Common Stock (subject to any increase or decrease pursuant to Section 4.2)
      which may be either authorized and unissued Common Stock or Common Stock
      held in or acquired for the treasury of the Company or both.

            (b) Stock Options granted under the Plan shall be sub-divided into 5
      tranches (as described more fully in Section 6.2). The number of shares of
      Common Stock available for each tranche shall be as follows:

      ------------------------------------------------
                                     NUMBER OF SHARES
          TRANCHE                   SUBJECT TO TRANCHE
      ------------------------------------------------
            1                              79,070
      ------------------------------------------------
            2                             148,837
      ------------------------------------------------
            3                             148,837
      ------------------------------------------------
            4                             32,558
      ------------------------------------------------
            5                             32,558
      ------------------------------------------------

            (c) If any Stock Option granted under this Plan expires, terminates
      or is forfeited for any reason other than by reason of its exercise, the
      number of shares of Common Stock underlying such unexercised or forfeited
      Stock Option shall again be available for the purposes of Awards under
      this Plan.

      4.2 CHANGES.

            (a) The existence of this Plan and the Stock Options granted
      hereunder shall not affect in any way the right or power of the Board or
      the stockholders of the Company to make or authorize (i) any adjustment,
      recapitalization, reorganization or other change in the Company's capital
      structure or its business, (ii) any merger or consolidation of the Company
      or any Affiliate, (iii) any issuance of bonds, debentures, preferred or
      prior preference stock ahead of or affecting the Common Stock, (iv) the
      dissolution or liquidation of the Company or any Affiliate, (v) any sale
      or transfer of all or part of the assets or business of the Company or any
      Affiliate, or (vi) any other corporate act or proceeding.

            (b) In the event of any change in the capital structure or business
      of the Company by reason of any stock split, reverse stock split, stock
      dividend, combination or reclassification of shares, recapitalization, or
      other change in the capital structure of the Company, merger,
      consolidation, spin-off,


                                      -10-

<PAGE>

      reorganization, partial or complete liquidation, issuance of rights or
      warrants to purchase any Common Stock or securities convertible into
      Common Stock, or any other corporate transaction or event having an effect
      similar to any of the foregoing, then the Committee may take such action,
      if any, with respect to the Plan and outstanding Stock Options, as it may
      deem equitable to prevent substantial dilution or enlargement of the
      rights granted to, or available for, Participants under this Plan,
      including, without limitation, adjustment of the aggregate number and kind
      of shares which thereafter may be issued under this Plan, the number and
      kind of shares or other property (including cash) to be issued upon
      exercise of an outstanding Stock Option granted under this Plan and the
      purchase price thereof. Any such action or adjustment determined by the
      Committee in good faith shall be final, binding and conclusive on the
      Company and all Participants and employees and their respective heirs,
      executors, administrators, successors and assigns. Except as provided in
      this Section 4.2, a Participant shall have no rights by reason of any
      issuance by the Company of any class or securities convertible into stock
      of any class of the Company, any subdivision or consolidation of shares of
      stock of any class of the Company, the payment of any stock dividend, any
      other increase or decrease in the number of shares of stock of any class
      of the Company, any sale or transfer of all or part of the Company's
      assets or business or any other change affecting the Company's capital
      structure or business.

            (c) Fractional shares of Common Stock resulting from any adjustment
      in Options pursuant to Section 4.2(a) or (b) shall be aggregated until,
      and eliminated at, the time of exercise by rounding-down for fractions
      less than one-half and rounding-up for fractions equal to or greater than
      one-half. No cash settlements shall be made with respect to fractional
      shares eliminated by rounding. Notice of any adjustment shall be given by
      the Committee to each Participant whose Option has been adjusted and such
      adjustment (whether or not such notice is given) shall be effective and
      binding for all purposes of this Plan.

      4.3 MINIMUM PURCHASE PRICE. Notwithstanding any provision of this Plan to
the contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.

                                    ARTICLE V

                                   ELIGIBILITY

      5.1 NON-QUALIFIED STOCK OPTIONS. All Eligible Employees are eligible to be
granted Non-Qualified Stock Options. Eligibility for the grant of a
Non-Qualified


                                      -11-

<PAGE>

Stock Option and actual participation in this Plan shall be determined by the
Committee in its sole discretion.

      5.2 INCENTIVE STOCK OPTIONS. All Eligible Employees of the Company, its
Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock
Options under this Plan. Eligibility for the grant of an Incentive Stock Option
and actual participation in this Plan shall be determined by the Committee in
its sole discretion.

                                   ARTICLE VI

                                  STOCK OPTIONS

      6.1 STOCK OPTIONS. Each Stock Option granted hereunder shall be one of two
types: (i) an Incentive Stock Option intended to satisfy the requirements of
Section 422 of the Code; or (ii) a Non-Qualified Stock Option.

      6.2 GRANTS. (a) Subject to the provisions of Article V, the Committee
shall have the authority to grant to any Eligible Employee one or more Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options. To
the extent that any Stock Option does not qualify as an Incentive Stock Option
(whether because of its provisions or the time or manner of its exercise or
otherwise), such Stock Option or the portion thereof which does not qualify,
shall constitute a separate Non-Qualified Stock Option. Notwithstanding any
other provision of this Plan to the contrary or any provision in an agreement
evidencing the grant of a Stock Option to the contrary, any Stock Option granted
to an Eligible Employee of an Affiliate (other than an Affiliate which is a
Parent or a Subsidiary) shall be a Non-Qualified Stock Option.

            (b) Each Stock Option granted under the Plan shall be sub-divided
      into 5 tranches. The number of shares of Common Stock in each tranche for
      any Stock Option shall be the total number of shares of Common Stock
      subject to the Stock Option multiplied by the applicable percentage for
      such tranche in the following table:

      ------------------------------------------------
                                   PERCENTAGE OF SHARES
           TRANCHE                  SUBJECT TO TRANCHE
      ------------------------------------------------
              1                         17.8947368%
      ------------------------------------------------
              2                         33.6842105%
      ------------------------------------------------
              3                         33.6842105%
      ------------------------------------------------
              4                          7.368421%
      ------------------------------------------------
              5                          7.368421%
      ------------------------------------------------


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<PAGE>

      6.3 TERMS OF STOCK OPTIONS. Stock Options granted under this Plan shall be
subject to the following terms and conditions, and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem desirable:

            (a) EXERCISE PRICE. Stock Options under this Plan shall be
      exercisable at the exercise prices set forth in the following table;
      provided, however, that if an Incentive Stock Option is granted to a Ten
      Percent Stockholder, the exercise price of the first tranche shall be no
      less than 110% of the Fair Market Value of the Common Stock at the time of
      grant:

      ------------------------------------------------------------------------
                                                      ACTUAL EXERCISE PRICE OF
                              EXERCISE PRICE OF        OPTIONS GRANTED ON THE
          TRANCHE              OPTIONS GRANTED             EFFECTIVE DATE
      ------------------------------------------------------------------------
             1               100% of Fair Market                  $ 44.96
                           Value on Date of Grant
      ------------------------------------------------------------------------
             2               150% of Fair Market                  $ 67.44
                           Value on Date of Grant
      ------------------------------------------------------------------------
             3               200% of Fair Market                  $ 89.92
                           Value on Date of Grant
      ------------------------------------------------------------------------
             4               250% of Fair Market                 $ 112.40
                           Value on Date of Grant
      ------------------------------------------------------------------------
             5               300% of Fair Market                 $ 134.88
                          Value on Date of Grant
      ------------------------------------------------------------------------

            (b) STOCK OPTION TERM. The term of each Stock Option shall be fixed
      by the Committee; provided, however, that no Stock Option shall be
      exercisable more than 10 years after the date such Stock Option is
      granted; and further provided that the term of an Incentive Stock Option
      granted to a Ten Percent Stockholder shall not exceed 5 years.

            (c) EXERCISABILITY. Except as otherwise provided by the Committee in
      accordance with the provisions of this Section, 25% of each tranche of any
      Stock Option granted under this Article VI shall be exercisable on the
      first anniversary of the date of grant and 12.5% of each tranche of any
      Stock Option granted under this Article VI shall be exercisable at the end
      of each six-month period thereafter. Notwithstanding the foregoing, Stock
      Options shall be exercisable at such time or times and subject to such
      terms and conditions as shall be determined by the Committee at grant. If
      the Committee provides, in its discretion, that any Stock Option is
      exercisable subject to certain limitations (including, without limitation,
      that such Stock Option is exercisable only in installments or within
      certain time periods), the Committee may waive such

                                      -13-


<PAGE>

      limitations on the exercisability at any time at or after grant in whole
      or in part (including, without limitation, waiver of the installment
      exercise provisions or acceleration of the time at which such Stock Option
      may be exercised), based on such factors, if any, as the Committee shall
      determine, in its sole discretion. Unless otherwise determined by the
      Committee at grant, the grant shall provide that (i) in the event the
      Participant engages in Detrimental Activity prior to any exercise of the
      Stock Option, all Stock Options held by the Participant shall thereupon
      terminate and expire, (ii) as a condition of the exercise of a Stock
      Option, the Participant shall be required to certify at the time of
      exercise in a manner acceptable to the Company that the Participant is in
      compliance with the terms and conditions of the Plan and that the
      Participant has not engaged in, and does not intend to engage in, any
      Detrimental Activity, (iii) in the event the Participant engages in
      Detrimental Activity during the 6 month period commencing on the date the
      Stock Option is exercised, the Company shall be entitled to recover from
      the Participant at any time within one year after such exercise, and the
      Participant shall pay over to the Company, any gain realized as a result
      of the exercise (whether at the time of exercise or thereafter), (iv) any
      decision by the Committee to waive such limitations must be first approved
      by each of CEP and MSDWCP and (v) the foregoing provisions described in
      (i), (ii), (iii) and (iv) shall cease to apply upon a Change in Control.

            (d) METHOD OF EXERCISE. Subject to whatever installment exercise and
      waiting period provisions apply under subsection (c) above, Stock Options
      may be exercised in whole or in part at any time and from time to time
      during the Stock Option term by giving written notice of exercise to the
      Committee specifying the number of shares to be purchased. Such notice
      shall be accompanied by payment in full of the purchase price as follows:
      (i) in cash or by check, bank draft or money order payable to the order of
      the Company; (ii) if the Common Stock is traded on a national securities
      exchange, The Nasdaq Stock Market, Inc. or quoted on a national quotation
      system sponsored by the National Association of Securities Dealers,
      through a "cashless exercise" procedure whereby the Participant delivers
      irrevocable instructions to a broker approved by the Committee to deliver
      promptly to the Company an amount equal to the purchase price; or (iii) on
      such other terms and conditions as may be acceptable to the Committee
      (including, without limitation, the relinquishment of Stock Options or by
      payment in full or in part in the form of Common Stock owned by the
      Participant for a period of at least 6 months (and for which the
      Participant has good title free and clear of any liens and encumbrances)
      based on the Fair Market Value of the Common Stock on the payment date).
      No shares of Common Stock shall be issued until payment therefor, as
      provided herein, has been made or provided for.

            (e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that the
      aggregate Fair Market Value (determined as of the time of grant) of the


                                      -14-

<PAGE>

      Common Stock with respect to which Incentive Stock Options are exercisable
      for the first time by an Eligible Employee during any calendar year under
      this Plan and/or any other stock option plan of the Company, any
      Subsidiary or any Parent exceeds $100,000, such Options shall be treated
      as Non-Qualified Stock Options. In addition, if an Eligible Employee does
      not remain employed by the Company, any Subsidiary or any Parent at all
      times from the time an Incentive Stock Option is granted until 3 months
      prior to the date of exercise thereof (or such other period as required by
      applicable law), such Stock Option shall be treated as a Non-Qualified
      Stock Option. Should any provision of this Plan not be necessary in order
      for the Stock Options to qualify as Incentive Stock Options, or should any
      additional provisions be required, the Committee may amend this Plan
      accordingly, without the necessity of obtaining the approval of the
      stockholders of the Company.

            (f) FORM, MODIFICATION, EXTENSION AND RENEWAL OF STOCK OPTIONS.
      Subject to the terms and conditions and within the limitations of this
      Plan, Stock Options shall be evidenced by such form of agreement or grant
      as is approved by the Committee, and the Committee may (i) modify, extend
      or renew outstanding Stock Options granted under this Plan (provided that
      the rights of a Participant are not reduced without his consent), and (ii)
      accept the surrender of outstanding Stock Options (up to the extent not
      theretofore exercised) and authorize the granting of new Stock Options in
      substitution therefor (to the extent not theretofore exercised).

            (g) DEFERRED DELIVERY OF COMMON SHARES. The Committee may in its
      discretion permit Participants to defer delivery of Common Stock acquired
      pursuant to a Participant's exercise of an Option in accordance with the
      terms and conditions established by the Committee.

                                   ARTICLE VII

                             NON-TRANSFERABILITY AND
                            TERMINATION OF EMPLOYMENT

      7.1 NON-TRANSFERABILITY. Except as provided herein, no Stock Option shall
be Transferable by the Participant otherwise than by will or by the laws of
descent and distribution. All Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant. No Stock Option shall, except
as otherwise specifically provided by law or herein, be Transferable in any
manner, and any attempt to Transfer any such Stock Option shall be void, and no
such Stock Option shall in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person who shall be entitled
to such Stock Option, nor shall it be subject to attachment or legal process for
or against such person. Notwithstanding the foregoing, the Committee may
determine at the time of grant or thereafter that a Non-Qualified Stock Option
that is otherwise not Transferable

                                      -15-

<PAGE>

pursuant to this Section 7.1 is Transferable to a Family Member in whole or in
part and in such circumstances, and under such conditions, as specified by the
Committee. A Non- Qualified Stock Option that is Transferred to a Family Member
pursuant to the preceding sentence (i) may not be subsequently Transferred
otherwise than by will or by the laws of descent and distribution and (ii)
remains subject to the terms of this Plan and the Stock Option agreement. Any
shares of Common Stock acquired upon the exercise of a Stock Option by a
transferee of a Stock Option shall be subject to the terms of this Plan and the
Stock Option agreement, including, without limitation, the provisions of Article
X hereof.

      7.2 TERMINATION OF EMPLOYMENT. The following rules apply with regard to
the Termination of Employment of a Participant. Unless otherwise determined by
the Committee at grant or, if no rights of the Participant are reduced,
thereafter:

            (a) TERMINATION BY REASON OF DEATH, DISABILITY OR RETIREMENT. If a
      Participant's Termination of Employment is by reason of death, Disability
      or Retirement, all Stock Options held by such Participant which are
      exercisable at the time of the Participant's Termination of Employment,
      may be exercised by the Participant (or, in the case of death, by the
      legal representative of the Participant's estate) at any time within a
      period of one year from the date of such Termination of Employment, but in
      no event beyond the expiration of the stated terms of such Stock Options;
      provided, however, that, in the case of Retirement, if the Participant
      dies within such exercise period, all unexercised Stock Options held by
      such Participant shall thereafter be exercisable, to the extent to which
      they were exercisable at the time of death, for a period of one year from
      the date of such death, but in no event beyond the expiration of the
      stated term of such Stock Options.

            (b) INVOLUNTARY TERMINATION WITHOUT CAUSE. If a Participant's
      Termination of Employment is by involuntary termination without Cause, all
      Stock Options held by such Participant which are exercisable at the time
      of such Termination of Employment, may be exercised by the Participant at
      any time within a period of 90 days from the date of such Termination of
      Employment, but in no event beyond the expiration of the stated term of
      such Stock Options.

            (c) VOLUNTARY TERMINATION. If a Participant's Termination of
      Employment is voluntary (other than a voluntary termination described in
      Section 7.2(d)(ii) below), all Stock Options held by such Participant
      which are exercisable at the time of such Termination of Employment, may
      be exercised by the Participant at any time within a period of 30 days
      from the date of such Termination of Employment, but in no event beyond
      the expiration of the stated terms of such Stock Options.

            (d) TERMINATION FOR CAUSE. If a Participant's Termination of
      Employment (i) is for Cause or (ii) is a voluntary termination (as
      provided in

                                      -16-

<PAGE>

      subsection (c) above) at any time after an event which would be grounds
      for a Termination of Employment for Cause, all Stock Options held by such
      Participant shall thereupon terminate and expire as of the date of such
      Termination of Employment.

                                  ARTICLE VIII

                          CHANGE IN CONTROL PROVISIONS

      8.1 BENEFITS. In the event of a Change in Control of the Company, except
as otherwise provided by the Committee upon the grant of a Stock Option, the
Participant shall be entitled to the following benefits:

            (a) Except to the extent provided in the applicable Stock Option
      agreement, the Participant's employment agreement with the Company or an
      Affiliate, as approved by the Committee, or other written agreement
      approved by the Committee (as such agreement may be amended from time to
      time), Stock Options granted and not previously exercisable shall become
      exercisable upon a Change in Control, subject to subsection 8.1(b).

            (b) Notwithstanding anything to the contrary herein, unless the
      Committee provides otherwise at the time a Stock Option is granted
      hereunder or thereafter, no acceleration of exercisability shall occur
      with respect to such Stock Options if the Committee reasonably determines
      in good faith that the Stock Options shall be honored or assumed, or new
      rights substituted therefor (each such honored, assumed or substituted
      stock option hereinafter called an "Alternative Option"), by a
      Participant's employer (or the parent or a subsidiary of such employer)
      immediately following the Change in Control, provided that any such
      Alternative Option must meet the following criteria:

                  (i) the Alternative Option must provide such Participant with
            rights and entitlements substantially equivalent to or better than
            the rights, terms and conditions applicable under such Stock Option,
            including, but not limited to, an identical or better exercise
            schedule; and

                  (ii) the Alternative Option must substantially comply and in
            the case of an Incentive Stock Option must comply with the
            requirements of Treasury Regulation ss. 1.425-1 (and any amendments
            thereto), except that the Alternative Option need not be an
            Incentive Stock Option.

            (c) If the Company and the other party to a transaction constituting
      a Change in Control agree that such transaction shall be treated as a
      "pooling of interests" for financial reporting purposes, and if the
      transaction is in fact so treated, then the acceleration of
      exercisability, vesting or lapse of the applicable


                                      -17-

<PAGE>

      Restriction Period shall not occur to the extent that the Company's
      independent public accountants determine in good faith that such
      acceleration would preclude "pooling of interests" accounting.

      8.2 CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred:

            (a) upon any "person" as such term is used in Sections 13(d) and
      14(d) of the Exchange Act (other than CEP, MSDWCP, the Company, any
      trustee or other fiduciary holding securities under any employee benefit
      plan of the Company, or any company owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportions as their
      ownership of Common Stock of the Company), becoming the beneficial owner
      (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
      of securities of the Company representing 50% or more of the combined
      voting power of the Company's then outstanding securities;

            (b) during any period of 2 consecutive years, individuals who at the
      beginning of such period constitute the Board, and any new director (other
      than a director designated by a person who has entered into an agreement
      with the Company to effect a transaction described in paragraph (a), (c),
      or (d) of this Section or a director whose initial assumption of office
      occurs as a result of either an actual or threatened election contest (as
      such term is used in Rule 14a-11 of Regulation 14A promulgated under the
      Exchange Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a person other than the Board) whose election
      by the Board or nomination for election by the Company's stockholders was
      approved by a vote of at least two-thirds of the directors then still in
      office who either were directors at the beginning of the two-year period
      or whose election or nomination for election was previously so approved,
      cease for any reason to constitute at least a majority of the Board;

            (c) a merger or consolidation of the Company or a Subsidiary 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 35% of the combined voting power of the voting securities of the
      Company or such surviving entity or such surviving entity's parent
      outstanding immediately after such merger or consolidation; or

            (d) upon the 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 other than the sale or disposition of all or substantially all of
      the assets of the Company to a person or persons who beneficially own,
      directly or indirectly, at least 50% or


                                      -18-

<PAGE>

      more of the combined voting power of the outstanding voting securities of
      the Company at the time of the sale.

      8.3 INITIAL PUBLIC OFFERING NOT A CHANGE IN CONTROL. For purposes of the
Plan, an initial public offering of the Common Stock of the Company shall not be
deemed to be a Change in Control.

                                   ARTICLE IX

                        TERMINATION OR AMENDMENT OF PLAN

      Notwithstanding any other provision of this Plan, the Board or the
Committee may at any time, and from time to time, amend, in whole or in part,
any or all of the provisions of this Plan (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in Article XII), or suspend or terminate it entirely, retroactively
or otherwise; provided, however, that, unless otherwise required by law or
specifically provided herein, the rights of a Participant with respect to Awards
granted prior to such amendment, suspension or termination, may not be impaired
without the consent of such Participant. In no event may this Plan be amended
without the approval of the stockholders of the Company in accordance with the
applicable laws of the State of Delaware to increase the aggregate number of
shares of Common Stock that may be issued under this Plan, decrease the minimum
exercise price of any Stock Option, or to make any other amendment that would
require stockholder approval under the rules of any exchange or system on which
the Company's securities are listed or traded.

      The Committee may amend the terms of any Stock Option theretofore granted,
prospectively or retroactively, but, subject to Article IV above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.

                                    ARTICLE X

                    COMPANY CALL RIGHTS AND OTHER LIMITATIONS

      10.1 COMPANY CALL RIGHTS. (a) In the event of Termination of Employment
for Cause, the Company may repurchase from the Participant any shares of Common
Stock previously acquired by the Participant through the exercise of a Stock
Option granted under this Plan at a repurchase price equal to the lesser of (i)
the original purchase price or exercise price (as applicable), if any, or (ii)
Fair Market Value as of the date of termination.

      (b) In the event of a Termination of Employment for any reason other than
for Cause (including termination due to Retirement, death, Disability,
involuntary termination without Cause or resignation), the Company may at any
time within 270


                                      -19-

<PAGE>

days after a Participant incurs a Termination of Employment or acquires shares
of Common Stock upon the exercise of a Stock Option following his or her
Termination of Employment for any reason other than for Cause: (i) repurchase
from the Participant each outstanding vested Stock Option based on the greater
of (A) the difference between the exercise price of a share of Common Stock
relating to such Stock Option and the Fair Market Value of a share of Common
Stock on the date of termination and (B) $.01 and (ii) repurchase from the
Participant any shares of Common Stock previously acquired by the Participant
through the exercise of a Stock Option under this Plan at a repurchase price
equal to Fair Market Value as of the date of termination, but in no event less
than the exercise price of a share of Common Stock relating to such Stock
Option.

      10.2 LIMITATIONS ON TRANSFER OF SHARES. A Participant only may, directly
or indirectly, Transfer shares of Common Stock acquired by the Participant (or
his or her estate or legal representative) through the exercise of an Option
under this Plan in the same proportion to the aggregate amount of shares of
Common Stock sold by CEP and MSDWCP to entities which are not Affiliates for
cash or marketable securities.

      10.3 EFFECT OF IPO. Notwithstanding the foregoing, the Company shall cease
to have rights pursuant to Section 10.1 following an initial public offering of
the Common Stock of the Company.

                                   ARTICLE XI

                                  UNFUNDED PLAN

      11.1 UNFUNDED STATUS OF PLAN. This Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments as to which a Participant has a fixed and vested interest but which are
not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
unsecured creditor of the Company.

                                   ARTICLE XII

                               GENERAL PROVISIONS

      12.1 LEGEND. The Committee may require each person receiving shares
pursuant to an Award under this Plan to represent to and agree with the Company
in writing that the Participant is acquiring the shares without a view to
distribution thereof. In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on Transfer.


                                      -20-

<PAGE>

      All certificates for shares of Common Stock delivered under this Plan
shall be subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed or any national securities association system upon
whose system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

      12.2 OTHER PLANS. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

      12.3 NO RIGHT TO EMPLOYMENT. Neither this Plan nor the grant of any Award
hereunder shall give any Participant any right with respect to continuance of
employment by the Company or any Affiliate, nor shall they be a limitation in
any way on the right of the Company or any Affiliate by which an employee is
employed to terminate his employment at any time.

      12.4 WITHHOLDING OF TAXES. The Company shall have the right to deduct from
any payment to be made to a Participant, or to otherwise require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash
hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.

      Any statutorily required withholding obligation with regard to any
Eligible Employee may be satisfied, subject to the consent of the Committee, by
reducing the number of shares of Common Stock otherwise deliverable or by
delivering shares of Common Stock already owned. Any fraction of a share of
Common Stock required to satisfy such tax obligations shall be disregarded and
the amount due shall be paid instead in cash by the Participant.

      12.5  LISTING AND OTHER CONDITIONS.

            (a) Unless otherwise determined by the Committee, as long as the
      Common Stock is listed on a national securities exchange or system
      sponsored by a national securities association, the issue of any shares of
      Common Stock pursuant to a Stock Option shall be conditioned upon such
      shares being listed on such exchange or system. The Company shall have no
      obligation to issue such shares unless and until such shares are so
      listed, and the right to exercise any Stock Option with respect to such
      shares shall be suspended until such listing has been effected.


                                      -21-

<PAGE>

            (b) If at any time counsel to the Company shall be of the opinion
      that any sale or delivery of shares of Common Stock pursuant to a Stock
      Option is or may in the circumstances be unlawful or result in the
      imposition of excise taxes on the Company under the statutes, rules or
      regulations of any applicable jurisdiction, the Company shall have no
      obligation to make such sale or delivery, or to make any application or to
      effect or to maintain any qualification or registration under the
      Securities Act or otherwise with respect to shares of Common Stock or
      Stock Option, and the right to exercise any Stock Option shall be
      suspended until, in the opinion of said counsel, such sale or delivery
      shall be lawful or will not result in the imposition of excise taxes on
      the Company.

            (c) Upon termination of any period of suspension under this Section
      12.5, a Stock Option affected by such suspension which shall not then have
      expired or terminated shall be reinstated as to all shares available
      before such suspension and as to shares which would otherwise have become
      available during the period of such suspension, but no such suspension
      shall extend the term of any Stock Option.

            (d) A Participant shall be required to supply the Company with any
      certificates, representations and information that the Company requests
      and otherwise cooperate with the Company in obtaining any listing,
      registration, qualification, exemption, consent or approval the Company
      deems necessary or appropriate.

      12.6 STOCKHOLDERS AGREEMENT. As a condition to the receipt of shares of
Common Stock pursuant to a Stock Option under this Plan, to the extent required
by the Committee, the Participant shall execute and deliver a stockholder's
agreement or such other documentation which shall set forth certain restrictions
on transferability of the shares of Common Stock acquired upon exercise or
purchase (including Section 10.2), a right of first refusal of the Company with
respect to shares, the right of the Company to purchase Common Stock in
accordance with this Plan and such other terms as the Board or Committee shall
from time to time establish. Such stockholder's agreement shall apply to all
Common Stock acquired under the Plan.

      12.7 GOVERNING LAW. This Plan shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).

      12.8 CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.


<PAGE>

      12.9 OTHER BENEFITS. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

      12.10 COSTS. The Company shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any Awards
hereunder.

      12.11 NO RIGHT TO SAME BENEFITS. The provisions of Stock Options need not
be the same with respect to each Participant, and such Stock Options to
individual Participants need not be the same in subsequent years.

      12.12 DEATH/DISABILITY. The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the transfer of an Award. The
Committee may also require that the agreement of the transferee to be bound by
all of the terms and conditions of this Plan.

      12.13 SUCCESSORS AND ASSIGNS. The Plan shall be binding on all successors
and permitted assigns of a Participant, including, without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate.

      12.14 SEVERABILITY OF PROVISIONS. If any provision of this Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provisions had not been included.

      12.15 HEADINGS AND CAPTIONS. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of this Plan,
and shall not be employed in the construction of this Plan.


                                  ARTICLE XIII

                             EFFECTIVE DATE OF PLAN

      13.1 The Plan shall become effective upon adoption by the Board, subject
to the approval of this Plan by the stockholders of the Company in accordance
with the requirements of the laws of the State of Delaware, or such later date
as provided in the adopting resolution.

                                      -23-

<PAGE>

                                   ARTICLE XIV

                                  TERM OF PLAN

      14.1 No Stock Option shall be granted pursuant to this Plan on or after
the tenth anniversary of the earlier of the date this Plan is adopted or the
date of stockholder approval, but Stock Options granted prior to such tenth
anniversary may, and the Committee's authority to administer the terms of such
Options shall, extend beyond that date.





                                      -24-