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                                                                     EXHIBIT 4.1

                         CRYO-CELL INTERNATIONAL, INC.
                             STOCK INCENTIVE PLAN
                             --------------------


I.   Purpose.
     -------

          The purpose of this Cryo-Cell International, Inc. Stock Incentive Plan
is to promote the growth and profitability of Cryo-Cell, Inc. (the
"Corporation") by rewarding and incentivizing individuals who make valuable
contributions to the Corporation's success, including officers and employees of
the Corporation and its subsidiaries, and directors of the Corporation.

          The Stock Incentive Plan has been approved by the Board of Directors
effective as of March 10, 2000, and has been submitted for approval by the
Company's stockholders at the Annual Meeting of Stockholders scheduled for June
20, 2000.

II.  Definitions.
     -----------

          The following terms shall have the meanings shown:

     2.1 "Board of Directors" means the Board of Directors of the Corporation.

     2.2 "Change of Control" means any event described in Section 7.1.

     2.3 "Code" means the Internal Revenue Code of 1986, as the same may be
amended from time to time.

     2.4 "Committee" means the Committee appointed by the Board of Directors
pursuant to Article X of the Plan. This Committee may, but is not required to
be, identical to the Compensation Committee.

     2.5 "Common Stock" means the common stock, $.01 par value, of the
Corporation, except as provided in Section 8.2 of the Plan.

     2.6 "Compensation Committee" shall mean the Compensation Committee of the
Board of Directors. All persons appointed to be members of the Compensation
Committee shall be directors who qualify as "Non-Employee Directors" within the
meaning of Rule 16b-3 and "outside directors" within the meaning of Treasury
Regulation Section 1.162-27.

     2.7 "Date of Grant" means the date specified by the Plan Administrator on
which a grant of Options, or a grant or sale of Restricted Shares shall become
effective.

     2.8 "Director" means a member of the Board of Directors.

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     2.9 "Disability" shall mean a medically diagnosable mental or physical
condition which prevents a Participant from performing his or her duties for the
Company and is expected to be permanent.

     2.10 "Executive Officer" means any Named Executive Officer and any other
officer of the Corporation who is subject to the reporting requirements of
Section 16 of the Securities and Exchange Act of 1934.

     2.11 "Fair Market Value" means the fair market value of a share of Common
Stock as determined by the Committee by reference to the closing price
quotation, or, if none, the average of the bid and asked prices, reported on
Nasdaq as of the most recent available date with respect to the sale of Common
Stock.

     2.12 "Incentive Stock Options" means Options intended to qualify for
favorable tax treatment as incentive stock options under Code Section 422.

     2.13 "Named Executive Officer" shall mean the Company's Chief Executive
Officer and the four highest compensated officers (other than the Chief
Executive Officer), as determined pursuant to the executive compensation
disclosure rules under the Securities Exchange Act of 1934.

     2.14 "Option Agreement" means a written agreement between the Corporation
and a Participant who has been granted Options under this Plan. Each Option
Agreement shall be subject to the terms and conditions of the Plan.

     2.15 "Option Price" means, with respect to any Option, the amount
designated in a Participant's Option Agreement as the price per share he or she
will be required to pay to exercise the Option and acquire the shares subject to
such Option.

     2.16 "Options" means any rights to purchase shares of Common Stock granted
pursuant to Article IV of this Plan, including Incentive Stock Options subject
to the additional requirements described in Article V.

     2.17 "Participant" shall mean any current or former employee of the
Corporation or any Subsidiary, or any Director, who has been granted Options, or
Restricted Stock under the terms of this Plan.

     2.18 "Plan" means this Cryo-Cell International, Inc. Stock Incentive Plan,
as the same may be amended from time to time.

     2.19 "Restricted Stock" means shares of Common Stock that are issued to
eligible Participants and made subject to restrictions in accordance with
Article VI of the Plan.

     2.20 "Restricted Stock Agreement" means a written agreement between the
Corporation and a Participant who has been granted or sold Restricted Stock
pursuant to Article VI of the Plan.

     2.21 "Subsidiary" shall mean any corporation which, on the date of
determination, qualifies as a subsidiary corporation of the Corporation under
Section 425(f) of the Code.

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III. Eligibility.
     -----------

     3.1  Participation.  The Committee may grant Options and/or awards of
          -------------
Restricted Stock under this Plan to any officer or employee of the Corporation
or any Subsidiary.  The Committee may also grant Options and/or awards of
Restricted Stock to any Director, subject to the restrictions in Section 3.3.
In granting such awards and determining their form and amount, the Committee
shall give consideration to the functions and responsibilities of the
individual, his or her potential contributions to profitability and sound growth
of the Corporation and such other factors as the Committee may, in its
discretion, deem relevant.

     3.2  Executive Officers.  Notwithstanding Section 3.1 or any other
          ------------------
provisions of this Plan, any Named Executive Officer shall not be granted
Options or awards of Restricted Stock unless the grant has been approved by the
Compensation Committee, and all grants to Executive Officers must be approved in
advance by either the Committee or the Compensation Committee.

     3.3  Directors.  Members of the Board of Directors who are officers of the
          ---------
Corporation shall be eligible for Options or other awards under this Plan on the
same terms as other officers.  Other members of the Board of Directors shall be
eligible for Options or Restricted Stock awards only to the extent specified in
such general policy on compensation of nonemployee Directors as may be
established by the Board of Directors.

IV.  Options.
     -------

     4.1  Terms and Conditions.  Subject to Section 3.2 and 3.3, the Committee
          --------------------
may, in its sole discretion, from time to time grant Options to any officer,
employee or Director of the Corporation or any Subsidiary selected by the
Committee pursuant to Section 3.1.  The grant of an Option to a Participant
shall be evidenced by a written Option Agreement in substantially the form
approved by the Committee.  Such Option shall be subject to the following
express terms and conditions and to such other terms and conditions, not
inconsistent with the terms of this Plan, as the Committee may determine to be
appropriate.

          (a) Shares Covered.  The Committee shall, in its discretion, determine
              --------------
the number of shares of Common Stock to be covered by the Options granted to any
Participant.  The maximum number of shares of Common Stock with respect to which
Options may be granted to any Participant during any one calendar year is
1,000,000 shares.

          (b) Exercise Period.  The term of each Option shall be for such period
              ---------------
as the Committee shall determine, but for not more than ten years from the Date
of Grant thereof.  The Committee shall also have the discretion to determine
when each Option granted hereunder shall become exercisable, and to prescribe
any vesting schedule limiting the exercisability of such Options as it may deem
appropriate.

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          (c) Option Price.  The Option Price payable for the shares of Common
              ------------
Stock covered by any Option shall be determined by the Committee, but shall in
no event be less than the Fair Market Value of Common Stock on the Date of
Grant.

          (d) Exercise of Options.  A Participant may exercise his or her
              -------------------
Options from time to time by written notice to the Corporation of his or her
intent to exercise the Options with respect to a specified number of shares.
The specified number of shares will be issued and transferred to the Participant
upon receipt by the Corporation of (i) such notice and (ii) payment in full for
such shares, and (iii) receipt of any payments required to satisfy the
Corporation's tax withholding obligations pursuant to Section 9.2.

          (e) Payment of Option Price Upon Exercise.  Each Option Agreement
              -------------------------------------
shall provide that the Option Price for the shares with respect to which an
Option is exercised may be paid to the Corporation at the time of exercise, in
the form of cash.

          (f) Broker Assisted Exercises.  Alternatively, the Corporation may
              -------------------------
permit the Participant to exercise an Option by delivery of a signed,
irrevocable notice of exercise, accompanied by payment in full of the Option
Price by the Participant's stockbroker and an irrevocable instruction to the
Corporation to deliver the shares of Common Stock issuable upon exercise of the
Option promptly to the Participant's stockbroker for the Participant's account,
provided that at the time of such exercise, such exercise would not be illegal
under the federal securities laws, including laws governing margin loans.

     4.2  Effect of Termination.
          ---------------------

          (a) If a Participant ends his employment or service on the Board of
Directors with the Corporation (or with the relevant Subsidiary) for any reason
other than retirement, disability or death, his or her Options shall terminate
within ninety (90) days from the date of the termination, unless the Committee
decides in its sole discretion, to waive this termination and amends the
Participant's Option Agreement to provide for an extended exercise period.

          (b) Any Option Agreement may, in the Committee's sole discretion,
include such provisions as the Committee deems advisable with respect to the
Participant's right to exercise the Option subsequent to retirement or other
voluntary termination of employment (or other relationship with the
Corporation), or subsequent to termination of such employment (or other
relationship) by reason of total and permanent disability; provided, that, in no
                                                           --------
event shall any Option be exercisable after the fixed termination date set forth
in the Participant's Option Agreement pursuant to Section 4.1(b).

          (c) Any Option Agreement may, in the Committee's sole discretion,
provide that, in the event of the Participant's death while he or she has the
right to exercise his or her Options, the Options may be exercised (to the
extent they had become exercisable prior to the time of the Participant's
death), during such period of up to one year after date of the Participant's
death as the Committee deems to be appropriate, by the personal representative
of the Participant's estate, or by the person or persons to whom the Options
shall have been transferred by will or by the laws of descent and distribution.

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     4.3  Incentive Stock Options.  The Options granted under this Plan may be
          -----------------------
either Incentive Stock Options or options not intended to constitute incentive
stock options qualifying under Code Section 422; provided that, Incentive Stock
                                                 -------- ----
Options may only be granted to common employees of the Corporation or its
Subsidiaries; and further provided, any Incentive Stock Option shall be subject
                  ------- --------
to the additional requirements stated in Article V of this Plan.

     4.4  Authority to Waive Restrictions on Exercisability.  The Committee may,
          -------------------------------------------------
in its sole discretion, determine at any time that all or any portion of the
Options granted to a Participant under the Plan shall, notwithstanding any
restrictions on exercisability imposed pursuant to Section 4.1(b), become
immediately exercisable in full.  The Committee may make such further
adjustments to the terms of such Options as it may deem necessary or appropriate
in connection therewith.

     4.5  Non-Assignability.  Options granted under this Plan shall generally
          -----------------
not be assignable or transferable by the Participant, except by will or by the
laws of descent and distribution, or as described in the next paragraph.

     Notwithstanding the foregoing, the Committee may, in its discretion, permit
a Participant to transfer all or a portion of his or her Options to members of
his or her immediate family, to trusts for the benefit of members of his
immediate family, or to family partnerships in which immediate family members
are the only partners, provided that the Participant may receive no
consideration for such transfers, and that such Options shall still be subject
to termination in accordance with Section 4.2 above in the hands of the
transferee.

     4.6  Covenants Not to Compete.  The Committee may, in its discretion,
          ------------------------
condition any Option granted to an Employee or Director on such Participants
agreement to enter into such covenant not to compete with the Corporation as the
Committee may deem to be desirable.  Such covenant not to compete shall be set
forth in the Participant's Stock Option Agreement, and the Stock Option
Agreement shall provide that the Option shall be forfeited immediately, whether
otherwise vested or not, if the Board of Directors determines that the
Participant has violated his or her covenant not to compete.  In addition, in
the Committee's discretion, the Participant's Stock Option Agreement may also
provide that if the Participant breaches his or her covenant not to compete, the
Corporation shall have the right to repurchase any shares of Common Stock
previously issues to the Participant pursuant to an exercise of the Option, at a
repurchase price equal to the Option Price paid by the Participant.

V.   Incentive Stock Options.
     -----------------------

     The Committee may, in its discretion, specify that any Options granted to a
Participant who is an employee of the Corporation or a Subsidiary shall be ISOs
qualifying under Code Section 422.

     5.1  Each Stock Option Agreement which provides for the grant of ISOs shall
expressly state that such Options are intended to qualify as ISOs.  Each
provision of the Plan and of each Stock Option Agreement relating to an Option
designated as an ISO shall be construed so that such Option qualifies as an ISO,
and any provision that cannot be so construed shall be disregarded.

                                       5
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     5.2  Any Options granted under this Plan which are designated as ISOs shall
comply with the following additional requirements:

          (a)   The aggregate Fair Market Value (determined at the time an ISO
     is granted) of the shares of Common Stock (together with all other stock of
     the Corporation and all stock of any Parent or Subsidiary) with respect to
     which the ISOs may first become exercisable by an individual Participant
     during any calendar year, under all stock option plans of the Corporation
     (or any Parent or Subsidiaries) shall not exceed $100,000.  To the extent
     this limitation would otherwise be exceeded, the Option shall be deemed to
     consist of an ISO for the maximum number of shares which may be covered by
     ISOs pursuant to the preceding sentence, and a nonstatutory option for the
     remaining shares subject to the Option.

          (b)   The Option Price payable upon the exercise of an ISO shall not
     be less than the Fair Market Value of a share of Common Stock on the Date
     of Grant.

          (c) In the case of an ISO granted to a Participant who is a ten
     percent shareholder of the Corporation, the period of the Option shall not
     exceed five years from the Date of Grant, and the Option Price shall not be
     less than 110 percent of the Fair Market Value of Common Stock on the Date
     of Grant.

          (d) No ISO granted under this Plan shall be assignable or transferable
     by the Participant, except by will or by the laws of descent and
     distribution.  During the life of the Participant, any ISO shall be
     exercisable only by the Participant.

VI.  Restricted Stock.
     ----------------

     6.1  Rights As A Shareholder.  The Committee may, in its discretion, grant
          -----------------------
a Participant an award consisting of shares of Restricted Stock.  At the time of
the award, the Committee shall cause the Corporation to deliver to the
Participant, or to a custodian or an escrow agent designated by the Committee, a
certificate or certificates for such shares of Restricted Stock, registered in
the name of the Participant.  The Participant shall have all the rights of a
stockholder with respect to such Restricted Stock, subject to the terms and
conditions, including forfeiture or resale to such Corporation, if any, as the
Committee may determine to be desirable pursuant to Section 6.3 of the Plan.
The Committee may designate the Corporation or one or more of its executive
officers to act as custodian or escrow agent for the certificates.

     6.2  Awards and Certificates.
          -----------------------

          (a) A Participant granted an award of Restricted Stock shall not be
deemed to have become a stockholder of the Corporation, or to have any rights
with respect to such shares of Restricted Stock, until and unless such
Participant shall have executed a restricted stock agreement or other instrument
evidencing the award and delivered a fully executed copy thereof to the
Corporation and otherwise complied with the then applicable terms and conditions
of such award.

                                       6
<PAGE>

          (b)  When a Participant is granted shares of Restricted Stock, the
Corporation shall issue a stock certificate or certificates in respect of shares
of Restricted Stock.  Such certificates 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 award substantially in the
following form:

                    "The transferability of the shares of stock represented by
          this Certificate are subject to the terms and conditions (including
          forfeiture) of a Restricted Stock Agreement entered into between the
          registered owner and Cryo-Cell International, Inc. A copy of such
          Agreement is on file in the offices of the Secretary of the Company,
          3165 McMullen Booth Road, Building #5, Clearwater, Florida 33761.

          (c)  Except as may be otherwise determined by the Committee (or as
required in order to satisfy the tax withholding obligations imposed under
Section 9.2 of this Plan), Participants granted awards of Restricted Stock under
this Plan will not be required to make any payment or provide consideration to
the  Corporation other than the rendering of services.

     6.3  Restrictions and Forfeitures.  Restricted Stock awarded to a
          ----------------------------
Participant pursuant to this Article VI shall be subject to the following
restrictions and conditions:

          (a)  During a period set by the Committee of not less than six (6)
months, but not more than eight (8) years, commencing with the date of an award
(the "Restriction Period"), the Participant will not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded to him or her.
Within these limits, the Committee may provide for the lapse of such
restrictions in installments where deemed appropriate.

          (b)  Except as provided in Section 6.3(a), the Participant shall have
with respect to the Restricted Stock all of the rights of a stockholder of the
Corporation, including the right to vote the shares and receive dividends and
other distributions.

          (c)  Subject to the provisions of Section 6.3(d), upon any termination
of the Participant's employment or other relationship with the Corporation
during the Restriction Period for any reason, all shares of Restricted Stock
with respect to which the restrictions have not yet expired shall be forfeited
to the Corporation, or, in the case of shares of Restricted Stock sold to the
Participant, repurchased by the Corporation at the initial purchase price.

          (d)  In the event of a Participant's retirement from his or her
employment (or other relationship) with the Corporation, total Disability, or
death, or in cases of special circumstances, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of the
Corporation, waive in whole or in part any or all remaining restrictions with
respect to such Participant's Restricted Stock.

          (e)  Notwithstanding the other provisions of this Section 6.3, the
Committee may adopt rules which would permit a gift by a Participant of shares
of Restricted Stock to a spouse, child, stepchild, grandchild or to a trust the
beneficiary or beneficiaries of which shall be either such a person or persons
or the Participant, provided that the Restricted Stock so transferred shall be
similarly restricted.

                                       7
<PAGE>

          (f) Any attempt to dispose of shares of Restricted Stock in a manner
contrary to the restrictions set forth herein shall be ineffective.

          (g) Nothing in this Section 6.3 shall preclude a Participant from
exchanging any Restricted Stock for any other shares of the Common Stock that
are similarly restricted.

VII. Change in Control Transactions.
     ------------------------------

     7.1  Change in Control.  For purposes of this Plan, a "Change in Control"
          -----------------
shall include any of the events described below:

          (a) The acquisition in one or more transactions of more than thirty
     percent of the Corporation's outstanding Common Stock, or the equivalent in
     voting power of any classes or classes of securities of the Corporation
     entitled to vote in elections of directors by any corporation, or other
     person or group (within the meaning of Section 14(d)(3) of the Securities
     Exchange Act of 1934, as amended);

          (b) Any merger or consolidation of the Corporation into or with
     another corporation in which the Corporation is not the surviving entity,
     or any transfer or sale of substantially all of the assets of the
     Corporation or any merger or consolidation of the Corporation into or with
     another corporation in which the Corporation is the surviving entity and,
     in connection with such merger or consolidation, all or part of the
     outstanding shares of Common Stock shall be changed into or exchanged for
     other stock or securities of the Corporation or any other person, or cash,
     or any other property.

          (c) Any election of persons to the Board of Directors which causes a
     majority of the Board of Directors to consist of persons other than (i)
     persons who were members of the Board of Directors on March 10, 2000, and
     (ii) persons who were nominated for election as members of the Board by the
     Board of Directors (or by a Committee of the Board) at a time when the
     majority of the Board (or of such Committee) consisted of persons who were
     members of the Board of Directors on March 10, 2000; provided, that any
                                                          --------
     person nominated for election by the Board of Directors composed entirely
     of persons described in (i) or (ii), or of persons who were themselves
     nominated by such Board, shall for this purpose be deemed to have been
     nominated by a Board composed of persons described in (i).

          (d) Any person, or group of persons, announces a tender offer for at
     least thirty percent (30%) of the Corporation's Common Stock.

     7.2  Effect of Change in Control.  In the event of a pending or threatened
          ---------------------------
Change in Control, the Committee may, in its sole discretion, take any one or
more of the following actions with respect to all Participants:

              (i)  Accelerate the exercise dates of any outstanding Options, and
          make all outstanding Options fully vested and exercisable;

                                       8
<PAGE>

               (ii)   Waive all or any portion of the vesting requirements or
          other conditions associated with a Restricted Stock Award;

               (iii)  Pay cash to any or all Option holders in exchange for the
          cancellation of their outstanding Options;

               (iv)   Make any other adjustments or amendments to the Plan and
          outstanding Options, or Restricted Stock Awards and/or substitute new
          Options or other awards.

VIII. Aggregate Limitation on Shares of Common Stock.
      ----------------------------------------------

      8.1 Number of Shares of Common Stock.
          --------------------------------

          (a)  Shares of Common Stock which may be issued to Participants
pursuant to Options or Restricted Stock awards granted under the Plan may be
either authorized and unissued shares of Common Stock or of Common Stock held by
the Corporation as treasury stock.

          (b)  The number of shares of Common Stock reserved for issuance under
this Plan on the date of any grant shall not exceed 1,500,000 shares of Common
Stock, subject to such adjustments as may be made pursuant to Section 8.2.

          (c)  For purposes of Section 8.1(b), upon the exercise of an Option,
the number of shares of Common Stock available for future issuance under the
Plan shall be reduced by the number of shares actually issued to the
Participant, exclusive of any shares surrendered to the Corporation as payment
of the Option price.

          (d)  Any shares of Common Stock subject to an Option which for any
reason is cancelled, terminates unexercised or expires shall again be available
for issuance under the Plan.

          (e)  In the event that any award of Restricted Stock is forfeited,
cancelled or surrendered for any reason, the shares of Common Stock constituting
such Restricted Stock award shall again be available for issuance under the
Plan.

      8.2 Adjustments of Stock.  In the event of any change or changes in the
          --------------------
outstanding Common Stock of the Corporation by reason of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination or any similar transaction, the number of shares of Common Stock
which may be issued under this Plan, the number of shares of Common Stock
subject to Options theretofore granted under this Plan, the Option Price of such
Options, the number of shares of Restricted Stock shall each be adjusted in such
manner as the Board of Directors deems appropriate to prevent substantial
dilution or enlargement of the rights granted to a Participant.

          New option rights may be substituted for the Options granted under the
Plan, or the Corporation's duties as to Options outstanding under the Plan may
be assumed by a Subsidiary, by

                                       9
<PAGE>

another corporation or by a parent or subsidiary (within the meaning of Section
425 of the Code) of such other corporation, in connection with any merger,
consolidation, acquisition, separation, reorganization, liquidation or like
occurrence in which the Corporation is involved. In the event of such
substitution or assumption, the term Common Stock shall thereafter include the
stock of the corporation granting such new option rights or assuming the
Corporation's duties as to such Options.

IX.  Miscellaneous.
     -------------

     9.1  General Restriction.  Any Option or Restricted Stock award granted
          -------------------
under this Plan shall be subject to the requirement that, if at any time the
Committee shall determine that any registration of the shares of Common Stock,
or any consent or approval of any governmental body, or any other agreement or
consent, is necessary as a condition of the granting of an Option or other
award, or the issuance of Common Stock in satisfaction thereof, such Common
Stock will not be issued or delivered until such requirement is satisfied in a
manner acceptable to the Committee.

     9.2  Withholding Taxes.
          -----------------

          (a) If the Corporation determines that the Corporation has any tax
withholding obligation with respect to a Participant, the Corporation shall have
the right to require that Participant to remit to the Corporation an amount
sufficient to satisfy any federal, state and local withholding tax requirements
prior to the delivery of any shares of Common Stock under the Plan.

          (b) The Corporation shall have the right to withhold from payments
made in cash to a Participant under the terms of the Plan, an amount sufficient
to satisfy any federal, state and local withholding tax requirements imposed
with respect to such cash payments.

          (c) Amounts to which the Corporation is entitled pursuant to Section
9.2(a) or (b), may be paid, at the election of the Participant and with the
approval of the Committee, either (i) paid in cash, (ii) withheld from any
compensation payable to the Participant by the Corporation, including cash
payments made under this Plan, or (iii) in shares of Common Stock otherwise
issuable to the Participant upon exercise of an Option, that have a Fair Market
Value on the date on which the amount of tax to be withheld is determined (the
"Tax Date") not less than the minimum amount of tax the Corporation is required
to withhold.  A Participant's election to have shares of Common Stock withheld
that are otherwise issuable shall be in writing, shall be irrevocable upon
approval by the Committee, and shall be delivered to the Corporation prior to
the Tax Date with respect to the exercise of an Option.

     9.3  Investment Representation.  If the Committee determines that a written
          -------------------------
representation is necessary in order to secure an exemption from registration
under the Securities Act of 1933, the Committee may demand that the Participant
deliver to the Corporation at the time of any exercise of any Option, or at time
of the transfer of shares of Restricted Stock, any written representation that
Committee determines to be necessary or appropriate for such purpose, including
but not limited to a representation that the shares to be issued are to be
acquired for investment and not for resale or with a view to the distribution
thereof.  If the Committee makes such a demand, delivery of a written
representation satisfactory to the Committee shall be a condition precedent to
the right of the Participant to acquire such shares of Common Stock.

                                       10
<PAGE>

     9.4  Non-Uniform Determinations.  The Committee's determinations under this
          --------------------------
Plan (including without limitation its determinations of the persons to receive
Options or awards of Restricted Stock, the form, amount and timing of such
awards and the terms and provisions of such awards) need not be uniform and may
be made by it selectively among Participants who receive, or are eligible to
receive, awards under this Plan, whether or not such Participants are similarly
situated.

     9.5  No Rights as Shareholders.  Participants granted Options under this
          -------------------------
Plan shall have no rights as shareholders of the Corporation as applicable with
respect thereto unless and until certificates for shares of Common Stock are
issued to them.

     9.6  Transfer Restrictions.  The Committee may determine that any Common
          ---------------------
Stock to be issued by the Corporation upon the exercise of Options shall be
subject to such further restrictions upon transfer as the Committee determines
to be appropriate.

X.   Administration of the Plan.
     --------------------------

     10.1 Committee.
          ---------

          (a) The Plan shall be administered on a day to day basis by the Board
of Directors or, if the Board determines it is desirable to delegate its
authority to administer the Plan, by a Committee appointed by the Board of
Directors. The Plan Committee appointed by the Board may be the Compensation
Committee of the Board of Directors or one or more directors or executive or
officers of the Corporation  serving under the supervision of such Compensation
Committee, and, except as expressly stated otherwise in this Plan with respect
to Executive Officers, need not be composed of directors or directors who
qualify as "disinterested" within the meaning of SEC Rule 16b-3. The Plan
Committee shall serve at the pleasure of the Board of Directors.

          (b) If the Committee is not the Board of Directors, the Committee
shall be monitored and supervised by the Compensation Committee of the Board of
Directors with respect to any actions related to Named Executive Officers.  All
grants of Options or Restricted Stock to Executive Officers shall be approved in
advance by the Compensation Committee.

          (c) The Committee shall have the authority, in its discretion but
subject to Sections 3.2 and 3.3 of this Plan, and subject to the overall
supervision of the Compensation Committee or the Board, from time to time:  (i)
to grant Options or shares of Restricted Stock to eligible employees or
Directors, as provided for in this Plan; (ii) to prescribe such limitations,
restrictions and conditions upon any such awards as the Committee shall deem
appropriate; or (iii) to determine the periods during which Options may be
exercised and to accelerate the exercisability of outstanding Options, or the
vesting of Restricted Stock, as it may deem appropriate;

          (d) The Committee shall have the authority, in its discretion, from
time to time, to:  (i) modify, cancel, or replace any prior Options or other
awards and to amend the relevant Option Agreements or Restricted Stock
Agreements with the consent of the affected Participants, including amending
such agreements to amend vesting schedules, extend exercise periods or increase
or decrease

                                       11
<PAGE>

the Option Price for Options, as it may deem to be necessary; and (ii) to
interpret the Plan, to adopt, amend and rescind rules and regulations relating
to the Plan, and to make all other determinations and to take all other action
necessary or advisable for the implementation and administration of the Plan. A
majority of the Committee shall constitute a quorum, and the action of a
majority of members of the Committee present at any meeting at which a quorum is
present, or acts unanimously adopted in writing without the holding of a
meeting, shall be the acts of the Committee.

          (e) All actions taken by the Committee shall be final, conclusive and
binding upon any eligible Participant.  Neither the Committee nor any members of
the Committee shall be liable for any action taken or decision made in good
faith relating to the Plan or any award thereunder.

XI.  Amendment and Termination.
     -------------------------

     11.1 Amendment or Termination of the Plan.  The Board of Directors may at
          ------------------------------------
any time terminate this Plan or any part thereof and may from time to time amend
this Plan as it may deem advisable.  The termination or amendment of this Plan
shall not, without the consent of the Participant, affect any Participant's
rights under an award previously granted.

     11.2 Term of Plan.  Unless previously terminated pursuant to Section 11.1,
          ------------
the Plan shall terminate on March 10, 2010, the tenth anniversary of the date on
which the Plan became effective, and no Options or awards of Restricted Stock
may be granted on or after such date.

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