EXHIBIT 4(ii)

                                   IMPATH INC.
                          2000 LONG TERM INCENTIVE PLAN


     SECTION 1. Purpose. The purposes of this IMPATH Inc. 2000 Long Term
Incentive Plan (the "Plan") are to encourage selected employees, officers,
directors and consultants of, and other individuals providing services to,
IMPATH Inc. (together with any successor thereto, the "Company") and its
Affiliates (as defined below) to acquire a proprietary interest in the growth
and performance of the Company, to generate an increased incentive to contribute
to the Company's future success and prosperity thus enhancing the value of the
Company for the benefit of its stockholders, and to enhance the ability of the
Company and its Affiliates to attract and retain exceptionally qualified
individuals upon whom, in large measure, the sustained progress, growth and
profitability of the Company depend.

     SECTION 2. Definitions. As used in the Plan, the following terms shall have
the meanings set forth below:

     "Affiliate" shall mean (i) any entity that, directly or through one or more
intermediaries, is controlled by the Company and (ii) any entity in which the
Company has a significant equity interest, as determined by the Committee.

     "Award" shall mean any Option or Restricted Security granted under the
Plan.

     "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.

     "Board" shall mean the Board of Directors of the Company.

     "Cause", as used in connection with the termination of a Participant's
employment, shall mean (i) with respect to any Participant employed under a
written employment agreement with the Company or an Affiliate of the Company
which agreement includes a definition of "cause," "cause" as defined in such
agreement or, if such agreement contains no such definition, a material breach
by the Participant of such agreement, or (ii) with respect to any other
Participant, the failure to perform adequately in carrying out such
Participant's employment responsibilities, including any directives from the
Board, or engaging in such behavior in his personal or business life as to lead
the Committee in its reasonable judgment to determine that it is in the best
interests of the Company to terminate his employment.

     "Common Stock" shall mean the common stock of the Company, $.005 par value.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder.

     "Committee" shall mean the Compensation Committee or any other committee of
the Board designated by the Board to administer the Plan and composed of not
less than two directors.

     "Common Shares" shall mean any or all, as applicable, of the Common Stock
and such other securities or property as may become the subject of Awards, or
become subject to Awards, pursuant to an adjustment made under Section 4(b) of
the Plan and any other securities of the Company or any Affiliate or any
successor that may be so designated by the Committee.

     "Employee" shall mean any employee of the Company or of any Affiliate.


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     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" shall mean (A) with respect to any property other than
the Common Shares, the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the
Committee; and (B) with respect to the Common Shares, the last sale price
regular way on the date of reference, or, in case no sale takes place on such
date, the average of the high bid and low asked prices, in either case on the
principal national securities exchange on which the Common Shares are listed or
admitted to trading, or if the Common Shares are not listed or admitted to
trading on any national securities exchange, the last sale price reported on the
National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on such date, or the average of the
closing high bid and low asked prices in the over-the-counter market reported on
NASDAQ on such date, whichever is applicable, or if there are no such prices
reported on NASDAQ on such date, as furnished to the Committee by any New York
Stock Exchange member selected from time to time by the Committee for such
purpose. If there is no bid or asked price reported on any such date, the Fair
Market Value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee.

     "Good Reason", as used in connection with the termination of a
Participant's employment, shall mean (i) with respect to any Participant
employed under a written employment agreement with the Company or an Affiliate
of the Company, "good reason" as defined in such written agreement or, if such
agreement contains no such definition, a material breach by the Company of such
agreement, or (ii) with respect to any other Participant, a failure by the
Company to pay such Participant any amount otherwise vested and due and a
continuation of such failure for 30 business days following notice to the
Company thereof.

     "Incentive Stock Option" shall mean an option granted under Section 6(a) of
the Plan that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.

     "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option. Any stock
option granted by the Committee which is not designated an Incentive Stock
Option shall be deemed a Non-Qualified Stock Option.

     "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     "Participant" shall mean any individual granted an Award under the Plan.

     "Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, or government or
political subdivision thereof.

     "Released Securities" shall mean securities that were Restricted Securities
but with respect to which all applicable restrictions have expired, lapsed or
been waived in accordance with the terms of the Plan or the applicable Award
Agreement.

     "Restricted Securities" shall mean any Common Shares granted under Section
6(b) of the Plan, any right granted under Section 6(b) of the Plan that is
denominated in Common Shares or any other Award under which issued and
outstanding Common Shares are held subject to certain restrictions.

     "Rule 16a-1" and "Rule 16b-3" shall mean, respectively, Rule 16a-1 and Rule
16b-3 promulgated by the Securities and Exchange Commission under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.

     "Securities Act" shall mean the Securities Act of 1933, as amended.


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     SECTION 3. Administration. The Plan shall be administered by the Committee.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to an eligible Employee
or other individual under the Plan; (iii) determine the number of Common Shares
to be covered by Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised, or canceled, forfeited or suspended, and the method or
methods by which Awards may be settled, exercised, canceled, forfeited or
suspended; (vi) determine requirements for the vesting of Awards or performance
criteria to be achieved in order for Awards to vest; (vii) determine whether, to
what extent and under what circumstances Common Shares payable with respect to
an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or of the Committee; (viii) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (ix) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (x) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and binding
upon all Persons, including the Company, any Affiliate, any Participant, any
holder or beneficiary of any Award, any stockholder and any Employee.
Notwithstanding the foregoing, the maximum number of Awards which may be granted
to any one Participant under this Plan in any one-year period shall not exceed
100,000 Common Shares, subject to the adjustments provided in Section 4(b)
hereof and no Awards under this Plan shall be granted after December 31, 2009.

     SECTION 4. Common Shares Available for Awards.

     (a) Common Shares Available. Subject to adjustment as provided in Section
4(b):

          (i) Calculation of Number of Common Shares Available. The number of
     Common Shares available for granting Awards under the Plan shall be
     800,000, any or all of which may be or may be based on Common Stock, any
     other security which becomes the subject of Awards, or any combination
     thereof. Initially 800,000 shares of Common Stock shall be reserved for
     Awards hereunder. Further, if, after the effective date of the Plan, any
     Common Shares covered by an Award granted under the Plan or to which such
     an Award relates, are forfeited, or if an Award otherwise terminates or is
     canceled without the delivery of Common Shares, then the Common Shares
     covered by such Award or to which such Award relates, or the number of
     Common Shares otherwise counted against the aggregate number of Common
     Shares available under the Plan with respect to such Award, to the extent
     of any such forfeiture, termination or cancellation, shall again be, or
     shall become, available for granting Awards under the Plan.

          (ii) Sources of Common Shares Deliverable Under Awards. Any Common
     Shares delivered pursuant to an Award may consist, in whole or in part, of
     authorized and unissued Common Shares or of treasury Common Shares.

     (b) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Common Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Shares or other securities of the
Company, issuance of warrants or other rights to purchase Common Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Common Shares such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of Common Shares (or other securities or property)

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which thereafter may be made the subject of Awards, (ii) the number and kind of
Common Shares (or other securities or property) subject to outstanding Awards,
and (iii) the grant or exercise price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, that the number of Common Shares subject to any Award
denominated in Common Shares shall always be a whole number.

     In connection with any merger or consolidation in which the Company is not
the surviving corporation and which results in the holders of the outstanding
voting securities of the Company (determined immediately prior to such merger or
consolidation) owning less than a majority of the outstanding voting securities
of the surviving corporation (determined immediately following such merger or
consolidation), or any sale or transfer by the Company of all or substantially
all its assets or any tender offer or exchange offer for or the acquisition,
directly or indirectly, by any person or group of all or a majority of the then
outstanding voting securities of the Company, all outstanding Options under the
Plan shall become exercisable in full, notwithstanding any other provision of
the Plan or of any outstanding Options granted thereunder, on and after (i) the
fifteenth day prior to the effective date of such merger, consolidation, sale,
transfer or acquisition or (ii) the date of commencement of such tender offer or
exchange offer, as the case may be. The provisions of the foregoing sentence
shall apply to any outstanding Options which are Incentive Stock Options to the
extent permitted by Section 422(d) of the Code and such outstanding Options in
excess thereof shall, immediately upon the occurrence of the event described in
clause (i) or (ii) of the foregoing sentence, be treated for all purposes of the
Plan as Non-Qualified Stock Options and shall be immediately exercisable as such
as provided in the foregoing sentence.

     SECTION 5. Eligibility. Any Employee, including any officer or
employee-director of the Company or of any Affiliate, and any consultant of, or
other individual providing services to, the Company or any Affiliate shall be
eligible to be designated a Participant. A non-employee director shall be
eligible to receive Non-Qualified Stock Options under the Plan.

     SECTION 6. Awards.

     (a) Options. The Committee is hereby authorized to grant to eligible
individuals options to purchase Common Shares (each, an "Option") which shall
contain the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine:

          (i) Exercise Price. The purchase price per Common Share purchasable
     under an Option shall be determined by the Committee; provided, however,
     that such purchase price shall not be less than one hundred percent (100%)
     of the Fair Market Value of a Common Share on the date of grant of such
     Option, or such higher price as required under Subsection 6(a)(iv) or (v)
     hereof.

          (ii) Time and Method of Exercise. Subject to the terms of Section
     6(a)(iii), the Committee shall determine the time or times at which an
     Option may be exercised in whole or in part, and the method or methods by
     which, and the form or forms (including, without limitation, cash, Common
     Shares, outstanding Awards, or other property, or any combination thereof,
     having a Fair Market Value on the exercise date equal to the relevant
     exercise price) in which, payment of the exercise price with respect
     thereto may be made or deemed to have been made.

          (iii) Exercisability Upon Death, Retirement and Termination of
     Employment. Subject to the condition that no Option may be exercised in
     whole or in part after the expiration of the Option period specified in the
     applicable Award Agreement:


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               (A) Upon the death of a Participant while employed or within 3
          months of retirement or disability as defined in paragraph (B) below,
          the Person or Persons to whom such Participant's rights with respect
          to any Option held by such Participant are transferred by will or the
          laws of descent and distribution may, prior to the expiration of the
          earlier of: (1) the outside exercise date determined by the Committee
          at the time of granting the Option, or (2) nine months after such
          Participant's death, purchase any or all of the Common Shares with
          respect to which such Participant was entitled to exercise such Option
          immediately prior to such Participant's death, and any Options not so
          exercisable will lapse on the date of such Participant's death;

               (B) Upon termination of a Participant's employment with the
          Company (x) as a result of retirement pursuant to a retirement plan of
          the Company or an Affiliate or disability (as determined by the
          Committee) of such Participant, (y) by the Company other than for
          Cause, or (z) by the Participant with Good Reason, such Participant
          may, prior to the expiration of the earlier of: (1) the outside
          exercise date determined by the Committee at the time of granting the
          Option, or (2) three months after the date of such termination,
          purchase any or all of the Common Shares with respect to which such
          Participant was entitled to exercise any Options immediately prior to
          such termination, and any Options not so exercisable will lapse on
          such date of termination;

               (C) Upon termination of a Participant's employment with the
          Company under any circumstances not described in paragraphs (A) or (B)
          above, such Participant's Options shall be canceled to the extent not
          theretofore exercised;

               (D) Upon expiration of the respective periods set forth in each
          of paragraphs (A) through (C) above, the Options of a Participant who
          has died or whose employment has been terminated shall be canceled to
          the extent not theretofore canceled or exercised; and

               (E) For purposes of paragraphs (A) through (C) above, the period
          of service of an individual as a director or consultant of the Company
          or an Affiliate shall be deemed the period of employment.

          (iv) Incentive Stock Options. The following provisions shall apply
     only to Incentive Stock Options granted under the Plan:

               (A) No Incentive Stock Option shall be granted to any eligible
          Employee who, at the time such Option is granted, owns securities
          possessing more than ten percent (10%) of the total combined voting
          power of all classes of securities of the Company or of any Affiliate,
          except that such an Option may be granted to such an Employee if at
          the time the Option is granted the option price is at least one
          hundred ten percent (110%) of the Fair Market Value of the Common
          Shares (determined in accordance with Section 2) subject to the
          Option, and the Option by its terms is not exercisable after the
          expiration of five (5) years from the date the Option is granted; and

               (B) To the extent that the aggregate Fair Market Value of the
          Common Shares with respect to which Incentive Stock Options (without
          regard to this subsection) are exercisable for the first time by any
          individual during any calendar year (under all plans of the Company
          and its Affiliates) exceeds $100,000, such Options shall be treated as
          Non-Qualified Stock Options. This subsection shall be applied by
          taking Options into account in the order in which they were granted.
          If some but not all Options granted on any one day are subject to this
          subsection, then such Options shall be apportioned between Incentive
          Stock Option and Non-Qualified Stock Option treatment in such manner
          as the Committee shall determine. For purposes of this subsection, the
          Fair Market Value of any Common Shares shall be

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          determined, in accordance with Section 2, as of the date the Option
          with respect to such Common Shares is granted.

          (v) Other Terms and Conditions of Options. Notwithstanding any
     provision contained in the Plan to the contrary, during any period when any
     member of the Committee shall not be a "nonemployee director" as defined in
     Rule 16b-3, then, the terms and conditions of Options granted under the
     Plan to any director or officer, as defined in Rule 16a-1, of the Company
     during such period, unless other terms and conditions are approved in
     advance by the Board, shall be as follows:

               (A) The price at which each Common Share subject to an option may
          be purchased shall, subject to any adjustments which may be made
          pursuant to Section 4, in no event be less than the Fair Market Value
          of a Common Share on the date of grant, and provided further that in
          the event the option is intended to be an Incentive Stock Option and
          the optionee owns on the date of grant securities possessing more than
          ten percent (10%) of the total combined voting power of all classes of
          securities of the Company or of any Affiliate, the price per share
          shall not be less than one hundred ten percent (110%) of the Fair
          Market Value per Common Share on the date of grant; and

               (B) The Option may be exercised to purchase Common Shares covered
          by the Option not sooner than six (6) months following the date of
          grant. The Option shall terminate and no Common Shares may be
          purchased thereunder more than ten (10) years after the date of grant,
          provided that if the Option is intended to be an Incentive Stock
          Option and the Optionee owns on the date of grant securities
          possessing more than ten percent (10%) of the total combined voting
          power of all classes of securities of the Company or of any Affiliate,
          the Option shall terminate and no Common Shares may be purchased
          thereunder more than five (5) years after the date of grant.

     (b) Restricted Securities.

          (i) Issuance. The Committee is hereby authorized to grant to eligible
     Employees "Restricted Securities" which shall consist of the right to
     receive, by purchase or otherwise, Common Shares which are subject to such
     restrictions as the Committee may impose (including, without limitation,
     any limitation on the right to vote such Common Shares or the right to
     receive any dividend or other right or property), which restrictions may
     lapse separately or in combination at such time or times, in such
     installments or otherwise, as the Committee may deem appropriate.

          (ii) Registration. Restricted Securities granted under the Plan may be
     evidenced in such manner as the Committee may deem appropriate, including,
     without limitation, book-entry registration or issuance of a stock
     certificates or certificates. In the event any stock certificate is issued
     in respect of Restricted Securities granted under the Plan, such
     certificate shall be registered in the name of the Participant and shall
     bear an appropriate legend referring to the terms, conditions and
     restrictions applicable to such Restricted Securities.

          (iii) Forfeiture. Except as otherwise determined by the Committee,
     upon termination of a Participant's employment for any reason during the
     applicable restriction period, all of such Participant's Restricted
     Securities which had not become Released Securities by the date of
     termination of employment shall be forfeited and reacquired by the Company;
     provided, however, that the Committee may, when it finds that a waiver
     would be in the best interests of the Company, waive in whole or in part
     any or all remaining restrictions with respect to such Participant's
     Restricted Securities. Unrestricted Common

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     Shares, evidenced in such manner as the Committee shall deem appropriate,
     shall be issued to the holder of Restricted Securities promptly after such
     Restricted Securities become Released Securities. (c) General.

          (i) Limits on Transfer of Awards.

               (A) No Award (other than Released Securities), and no right under
          any such Award, may be assigned, alienated, pledged, attached, sold or
          otherwise transferred or encumbered by a Participant otherwise than by
          will or by the laws of descent and distribution (or, in the case of
          Restricted Securities, to the Company) and any such purported
          assignment, alienation, pledge, attachment, sale or other transfer or
          encumbrance shall be void and unenforceable against the Company or any
          Affiliate.

               (B) Each Award, and each right under any Award, shall be
          exercisable, during the Participant's lifetime only by the Participant
          or if permissible under applicable law, by the Participant's guardian
          or legal representative.

          (ii) Terms of Awards. The term of each Award shall be for such period
     as may be determined by the Committee; provided, however, that in no event
     shall the term of any Option exceed a period of ten years from the date of
     its grant.

          (iii) Rule 16b-3 Six-Month Limitations. To the extent required in
     order to maintain the exemption provided under Rule 16b-3 only, any equity
     security offered pursuant to the Plan must be held for at least six months
     after the date of grant, and with respect to any derivative security issued
     pursuant to the Plan, at least six months must elapse from the date of
     acquisition of such derivative security to the date of disposition of the
     derivative security (other than upon exercise or conversion) or its
     underlying equity security. Terms used in the preceding sentence shall, for
     the purposes of such sentence only, have the meanings, if any, assigned or
     attributed to them under Rule 16a-1 and Rule 16b-3.

          (iv) Common Share Certificates. All certificates for Common Shares
     delivered under the Plan pursuant to any Award or the exercise thereof
     shall be subject to such stop transfer orders and other restrictions as the
     Committee may deem advisable under the Plan or the rules, regulations, and
     other requirements of the Securities and Exchange Commission, any stock
     exchange upon which such Common Shares are then listed, and any applicable
     Federal or state securities laws, and the Committee may cause a legend or
     legends to be put on any such certificates to make appropriate reference to
     such restrictions.

          (v) Delivery of Common Shares or Other Securities and Payment by
     Participant of Consideration. No Common Shares or other securities shall be
     delivered pursuant to any Award until payment in full of any amount
     required to be paid pursuant to the Plan or the applicable Award Agreement
     is received by the Company. Such payment may be made by such method or
     methods and in such form or forms as the Committee shall determine,
     including, without limitation, cash, Common Shares, other securities, other
     Awards or other property, or any combination thereof; provided that the
     combined value, as determined by the Committee, of all cash and cash
     equivalents and the Fair Market Value of any such Common Shares or other
     property so tendered to the Company, as of the date of such tender, is at
     least equal to the full amount required to be paid pursuant to the Plan or
     the applicable Award Agreement to the Company.

     SECTION 7. Amendments. Except to the extent prohibited by applicable law:


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     (a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of any stockholder,
Participant, other holder or beneficiary of an Award, or other Person; provided,
however, that any amendment, alteration, suspension, discontinuation, or
termination that would impair the rights of any Participant, or any other holder
or beneficiary of any Award theretofore granted, shall not to that extent be
effective without the consent of such Participant, other holder or beneficiary
of an Award, as the case may be; and provided further, however, that
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the stockholders of the Company, no such amendment, alteration,
suspension, discontinuation, or termination shall be made that would:

          (i) increase the total number of Common Shares available for Awards
     under the Plan, except as provided in Section 4(b) hereof; or

          (ii) otherwise cause the Plan to cease to comply with any tax or
     regulatory requirement, including for these purposes any approval or other
     requirement which is or would be a prerequisite for exemptive relief from
     Section 16(b) of the Exchange Act.

     (b) Amendments to Awards. The Committee may amend any terms of, or alter,
suspend, discontinue, cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided, however, that any amendment,
alteration, suspension, discontinuation, cancellation or termination that would
impair the rights of any Participant or holder or beneficiary of any Award
theretofore granted, shall not to that extent be effective without the consent
of such Participant or holder or beneficiary of an Award, as the case may be.

     SECTION 8. General Provisions.

     (a) No Right to Awards. No Employee or other Person shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity
of treatment of Employees, or holders or beneficiaries of Awards under the Plan.
The terms and conditions of Awards need not be the same with respect to each
recipient.

     (b) Correction of Defects, Omissions, and Inconsistencies. The Committee
may correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

     (c) Withholding. The Company or any Affiliate shall be authorized to
withhold from any Award granted, from any payment due or transfer made under any
Award or under the Plan or from any compensation or other amount owing to a
Participant the amount (in cash, Common Shares, other securities, other Awards,
or other property) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.

     (d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

     (e) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable Federal law.

     (f) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as
to any Person or Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable

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laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.

     (g) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

     (h) No Fractional Common Shares. No fractional Common Shares shall be
issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Common Shares or whether such fractional
Common Shares or any rights thereto shall be canceled, terminated, or otherwise
eliminated.

     (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

     SECTION 9. Adoption, Approval and Effective Date of the Plan. The Plan was
adopted by the Board on April 25, 2000 subject to stockholder approval. The Plan
shall be void if the stockholders of the Company shall not have approved the
adoption of the Plan within twelve (12) months after April 25, 2000, by a
majority of votes cast thereon at a meeting of stockholders duly called and held
for such purpose.