EXHIBIT 4.5
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                         PRECISE SOFTWARE SOLUTIONS LTD.
                                STOCK OPTION PLAN
                  (F/K/A SAVANT CORPORATION STOCK OPTION PLAN)


PURPOSE. The purpose of this Stock Option Plan is to further the interests of
Precise Software Solutions Ltd., its Affiliates and its shareholders, by
providing incentives in the form of stock option grants to key employees,
officers, directors and consultants of the Company and its Affiliates, who
contribute materially to the Company's success and profitability. The grants
will recognize and reward outstanding individual performances and contributions
and will give persons receiving grants a proprietary interest in the Company,
thus enhancing their personal interest in the Company's continued success and
progress. This Plan also will assist the Company and its Affiliates in
attracting and retaining key persons. This Plan grants options that are intended
to be either (1) incentive stock options as defined under Code Section 422, and
will be taxed under that Section; or (2) non-incentive stock options, also known
as statutory stock options, and will be taxed under Code Section 83.


                             ARTICLE 1 - DEFINITIONS

1.1      "AFFILIATE" means (A) any corporation (other than the Company) in an
unbroken chain of corporations that includes the Company, if each of such
corporations, other than the last corporation in the chain, owns at least 50% of
the total voting power of one of the other corporations, and (B) any wholly-owed
limited liability company of any such corporation listed in Subsection (A)
above.

1.2      "AGREEMENT" means a written agreement entered into between the Company
and a Recipient that sets out the terms of the Option granted to the Recipient.

1.3      "BOARD" means the Company's board of directors.

1.4      "CHANGE OF CONTROL" occurs when (A) any person, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
becomes the beneficial owner of 40% or more of the total number of shares
entitled to vote in electing directors to the Board, or (ii) the Company merges
with any other company or substantially all of the Company's assets are acquired
by any other company.

1.5      "CODE" means the Internal Revenue Code of 1986, as amended.

1.6      "COMMITTEE" means the Stock Option Committee of directors appointed by
the Board in accordance with Section 2 of this Plan, or if no such committee is
appointed, then the Board.








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1.7      "COMPANY" means Precise Software Solutions Ltd.

1.8      "CONSULTANT" means any person who, or any employee of a firm that, is
engaged by the Company or any Affiliate to render services either for the
Company or an Affiliate, and any non-employee director of the company or an
Affiliate.

1.9      "CONTINUOUS SERVICE" means the absence of any interruption or
termination of service as an Employee or Consultant of the company or an
Affiliate. A person's Continuous Service is not considered interrupted because
of sick leave, military leave, or any other leave of absence approved by the
Company.

1.10     "DISPOSE OF" means pledge, hypothecate, give, assign, encumber, sell,
grant an option with respect to, or otherwise transfer, to any person regardless
of whether the person is a shareholder of the Company.

1.11     "EMPLOYEE" means any person, including officers, employed on an hourly
or salaried basis by the Company or any Affiliate of the Company that now exists
or later is organized or acquired by or acquires the Company.

1.12     "EXERCISE PRICE" means the price per Option Share at which an Option
may be exercised, as determined by the Committee and as specified in the
Recipient's Agreement.

1.13     "FAIR MARKET VALUE" means the fair market value of the Stock on the
Grant Date. If the Stock is not traded publicly on the Grant Date, then
Committee must determine the Shares' fair market value as of that date, using
factors that the Committee considers relevant, such as the price at which recent
sales have been made, the Stock's book value, and the Company's current and
projected earnings. The Committee's determination of fair market value will be
made in the Committee's sole and absolute discretion and will be final, binding
and conclusive for all purposes under this Plan. If the Stock is publicly traded
on the Grant Date, then the fair market value on that date is the mean between
the closing bid and asked prices of the Stock as reported by the National
Association of Securities Dealer Automated Quotations ("NASDAQ") on that date
or, if the Stock is listed on a stock exchange, then the mean between the high
and low sales prices of the Stock on that date, as reported in The Wall Street
Journal. If trading in the Stock or a price quotation does not occur on the
Grant Date, then the next preceding date on which the Stock was traded or a
price was quoted will determine the Stock's fair market value.

1.14     "GRANT DATE" means the date on which the Option is granted.

1.15     "ISO" means a stock option that is intended to be and is identified as
an "incentive stock option" and is granted under this Plan satisfying the
requirements of Code Section 422.

1.16     "NON-ISO" means a stock option granted under this Plan that is not
intended to be and is not identified as an ISO.

1.17     "OPTION" means an ISO, Non-ISO, or both granted under this Plan.





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1.18     "OPTION SHAREHOLDER" means a person who has exercised his Option.

1.19     "OPTION SHARES" means shares issued upon exercise of an Option.

1.20     "RECIPIENT" means an Employee, Consultant, or other person receiving
an Option.

1.21     "SHARE" means a share of the Stock, as adjusted in accordance with
Section 13 of this Plan.

1.22     "STOCK" means Ordinary Shares of 0.03 NIS par value per share of the
Company, or such other class of shares or securities as to which the Plan may be
applicable under Section 13 of this Plan.


                           ARTICLE 2 - ADMINISTRATION

2.1      A committee of at least two members of the Board will administer this
Plan ("Committee"). The Committee will include at least one director who is not
an employee of the Company. All members of the Committee serve at the Board's
pleasure. If the Board does not appoint any members to the Committee, then the
Board will serve as the Committee.

2.2      Except as otherwise provided in this Plan, the Committee has the
exclusive power to select the Employee and Consultant participants in this Plan,
to establish the terms of the Options granted to each Recipient, and to make all
other determinations necessary or advisable under this Plan. The Committee has
the sole and absolute discretion to determine whether the performance of an
eligible Employee or Consultant warrants an award under this Plan and to
determine the amount of the award. The Committee has full and exclusive power to
construe and interpret this Plan; to prescribe, amend, and rescind rules and
regulations relating to this Plan, and to take all actions necessary or
advisable for the Plan's administration. The Committee, in the exercise of its
powers, may correct any defect or supply any omission, or reconcile any
inconsistency in this Plan, or in any Agreement, in the manner and to the extent
that the Committee deems necessary or expedient to make this Plan fully
effective. In exercising this power, the Committee may retain counsel at the
Company's expense. The Committee also has the power to determine the duration
and purposes of leaves of absence that may be granted to a Recipient without
constituting a termination of the Recipient's Continuous Service for purposes of
this Plan. The Committee has the authority to accelerate or to defer, with the
Recipient's consent, the exercise date of any Option; or with the Recipient's
consent, to re-price, cancel and re-grant, or otherwise adjust the exercise
price of an Option previously granted by the Committee. All Committee
determinations will be final and binding on all persons. A member of the
Committee will not be liable for performing any act or making any determination
in good faith.








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                       ARTICLE 3 - SHARES SUBJECT TO PLAN

Subject to Section 13 of this Plan, the maximum, aggregate number of Shares
subject to Options under this Plan is 93,403 shares (unless later increased by a
Plan amendment). If an Option either expires or becomes unexercisable for any
reason without having been exercised, then the unpurchased Shares that were
subject to the Option will be available for other Options under this Plan.


                            ARTICLE 4 - PARTICIPANTS

4.1      ELIGIBILITY. Each Employee and Consultant of the Company and its
Affiliates, as the Committee in its sole discretion designates, is eligible to
participate in this Plan. Despite anything to the contrary in this Plan, only
Employees are eligible to receive ISO grants. The Committee's award of an Option
to a Recipient in any year does not require the Committee to award an Option to
that Recipient in any other year. Further, the Committee may award different
Options to different Recipients and has full discretion to choose whether to
grant Options to any eligible Employee or Consultant. The Committee may consider
such factors as it deems pertinent in selecting Recipients and in determining
the amount of their Options, including, without limitation, (A) the Company's
financial condition or its Affiliates; (B) expected profits for the current or
future years; (C) the contributions of a prospective participant to the
Company's success and profitability or its Affiliates; and (D) the adequacy of
the prospective participant's other compensation. Participants may include
persons to whom stock, stock options, stock appreciation rights, or other
benefits previously were granted under this Plan or another plan of the Company
or any Affiliate, whether or not the previously granted benefits have been
exercise fully or vested.

4.2      NO RIGHT OF EMPLOYMENT. A Recipient's right, if any, to continue to
serve the Company and its Affiliates as an officer, Employee, director,
Consultant, or otherwise will not be enlarged or otherwise affected by his
designation as a Recipient. Further, a person's status as a Recipient does not
in any way restrict the Company's or an Affiliate's right, as the case may be,
to terminate at any time the employment or affiliation of any Recipient.


                         ARTICLE 5 - OPTION REQUIREMENTS

Each Option granted to a Recipient under this Plan will contain such provisions
as the Committee at the Grant Date deems appropriate. Each Option granted to a
Recipient must satisfy the following requirements:

5.1      WRITTEN AGREEMENT. Each Option granted to a Recipient must be evidenced
by an Agreement. The Agreement's terms may differ from Recipient to Recipient.
The Agreement must include a description of the substance of each of the









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requirements in this Section with respect to that particular Option, and must
indicate whether an Option is an ISO or Non-ISO.

5.2      NUMBER OF SHARES. Each Agreement must specify the number of Shares
subject to the Option.

5.3      EXERCISE PRICE. Except as provided in Section 5.12, the Exercise Price
of each Share subject to an ISO must be determined by the Committee to equal the
Share's Fair Market Value on the ISO Option's Grant Date. The Exercise Price of
each Share subject to a Non-ISO will be the price as determined by the Committee
in its sole discretion.

5.4      DURATION OF OPTION. Except as provided in Section 5.12, each Option
granted to a Recipient will expire on the tenth anniversary of the Option's
Grant Date or, at an earlier date set by the Committee in establishing the
Option's terms when granted. If the Recipient's Continuous Service with the
Company terminates before the Option's expiration date, then the Options owned
by the Recipient will expire on the earlier of the date stated in this Section
5.4 or the date provided elsewhere in this Article 5. Further, expiration of an
Option may be accelerated under Section 5.10 of this Plan.

5.5      VESTING OF OPTION AND EXERCISABILITY. A Recipient may not exercise any
Option until it becomes vested. Unless otherwise provided by the Committee in
establishing an Option's terms, an Option will vest 25% at the end of the first
year, and 25% at the end of each following year, becoming fully vested at the
end of the fourth year.

5.6      DEATH. In the case of the Recipient's death, the Option will expire on
the one-year anniversary of the Recipient's death, or if earlier, the date
specified in Section 5.4 of this Plan. During the one-year period following the
Recipient's death, the Option may be exercised to the extent it could have been
exercised at the time the Recipient died with respect to any vested Options,
subject to any adjustment under Article 13 of this Plan.

5.7      DISABILITY. In the case of a Recipient's total and permanent disability
and his resulting termination of Continuous Service with the Company or any
Affiliate, the Option will expire on the one-year anniversary date of
Recipient's last day of Continuous Service, or, if earlier, the date specified
in Section 5.4 of this Plan. During the one-year period following the
Recipient's termination of Continuous Service by reason of disability, any
vested Option may be exercised as to the number of Shares for which the Option
could have been exercised at the time the Recipient became disabled, subject to
any adjustments under Article 13 of this Plan.

5.8      BANKRUPTCY. If the Recipient files or has filed against him a petition
in bankruptcy, all Options held by the Recipient will lapse immediately upon the
filing of such bankruptcy petition.

5.9      TERMINATION OF SERVICE. If the Recipient's Continuous Service with the
Company or any Affiliate ceases, for no reason or for any reason other than
death or disability, then all unvested Options held by the Recipient will lapse






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immediately following the termination of the Recipient's Continuous Service with
the Company or any Affiliate. Any vested Option held by the Recipient as of his
termination date may continue to be exercised as otherwise provided in this Plan
for only 30 days after the Recipient's termination of Continuous Service.
However, the Committee, in its sole discretion, either at granting the Option or
at the time the Recipient's Continuous Service ceases, may delay the Option's
expiration date to a date after termination of the Recipient's Continuous
Service. The maximum delay that may be allowed is 60 days. During any such delay
of the Option's expiration date, the Option may be exercised only for the number
of Shares for which the Option could have been exercised on the termination date
with respect to any vested Options, subject to any adjustment under Article 13
of this Plan. Despite anything in this Plan to the contrary, if the recipient
(A) commits any act of malfeasance or wrongdoing affecting either the Company or
any Affiliate, (B) breaches any covenant not to compete or employment agreement
with either the Company or any Affiliate, (C) engages in conduct that would
warrant the Recipient's discharge for cause, or (D) discloses the number of
shares granted or other relevant terms of any Option to anyone other than
members of his or her immediate family or his or her personal financial
advisors, then any unexercised part of the Option will lapse immediately upon
the earlier of the occurrence of such event or the last day of the Recipient's
Continuous Service with the Company or any Affiliate.

5.10     CHANGE OF CONTROL. If a Change of Control occurs, then the Board either
may vote to terminate immediately all Options outstanding under the Plan as of
the Change of Control date or may vote to accelerate the Options' expiration to
the 10th day after the effective date of the Change of Control. If the Board
votes to terminate immediately the Options, then the Board must make a cash
payment to the Recipient equal to the difference between the Exercise Price and
the Fair Market Value of the Shares that would have been subject to the
terminated vested Options on the Change of Control date.

5.11     CONDITIONS REQUIRED FOR EXERCISE. Options granted to Recipients under
this Plan are exerciseable only if the issuance of Shares under the exercise
complies with the applicable securities laws, as contemplated by Article 11 of
this Plan.

5.12     TEN PERCENT SHAREHOLDERS. An ISO granted to an Employee who, on the
Grant Date, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of either the Company, any parent or any
Affiliate, will be granted only at an exercise price of 110% of Fair Market
Value on the Grant Date and will be exercisable only during a period not to
exceed 5 years immediately following the Grant Date. In calculating stock
ownership of any person, the attribution rules of Code section 424(d) will
apply. Further, in calculating stock ownership, any stock that the individual
may purchase under outstanding Options will not be considered.

5.13     MAXIMUM OPTION GRANTS. The aggregate Fair Market Value determined on
the Grant Date, of the Company's Stock with respect to which any ISOs under this
Plan and all other plans of the Company or its Affiliates (within the meaning of
Code Section 422(b)) may become exercisable by any individual for the first time
in any calendar year must not exceed $100,000. In spite of this Section 5.13's
limitations, the Company may grant Options in excess of this Section's
limitations, in which case the excess Options will be deemed Non-ISOs.




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                         ARTICLE 6 - METHOD OF EXERCISE

An Option granted under this Plan will be deemed exercised when the person
entitled to exercise the Option (A) delivers written notice to the Company's
president (or his delegate) of the decision to exercise, (B) concurrently
tenders to the Company full payment for the Shares to be purchased under the
exercise, and (C) complies with the other requirements the Committee may have
established under this Plan. Payment for Shares with respect to which an Option
is exercised may be made in cash, certified check, or wholly or partially in the
form of Stock having a Fair Market Value equal to the exercise price. No person
will have the rights of a shareholder with respect to Shares subject to an
Option granted under this Plan until a certificate or certificates for the
Shares have been delivered to him. An Option granted under this Plan may not be
exercised in increments of less than 100 Shares, or, if less, 100% of the full
number of Shares as to which the Option can be exercised. A partial exercise of
an Option will not affect the holder's right to exercise the Option from time to
time in accordance with this Plan as to the remaining Shares subject to the
Option.


                         ARTICLE 7 - RIGHT OF REPURCHASE

7.1      REPURCHASE RIGHT. If the Recipient no longer maintains Continuous
Service with either the Company or any Affiliate for no reason or for any reason
("Service Termination") at any time after the grant of the Option under which
such Shares were issued, then at the Committee's discretion, Shares issued under
the exercise of an Option may be subject to a right, but not an obligation, of
repurchase by the Company (the "Right of Repurchase"). The Company may exercise
its Right of Repurchase at the price specified in Section 7.2. Shares issued
under this Plan may be transferred by the Recipient subject to the Right of
Repurchase. The Company must legend the Right of Repurchase on the stock
certificates evidencing such Shares and must take such other steps as it deems
necessary to ensure compliance with this restriction.

7.2      REPURCHASE PRICE. The price per Share at which the Company may exercise
the Right of Repurchase under Section 7(a) (the "Repurchase Price") will be the
higher of the Exercise Price of each Share paid by the Recipient, or the Shares'
Fair Market Value on the date the Company sends the notice to the Recipient of
the Company's exercising its Right of Repurchase under Section 7.1.

7.3      REPURCHASE PROCEDURE. The Company must exercise its Right of Repurchase
by sending written notice to the Recipient of the Company's taking such action
and specifying the number of Shares being repurchased. The Company's Right of
Repurchase will terminate if not exercised by written notice from the Company to
the Recipient within one year after the date of Service Termination or the last
date any Option granted to such Recipient is exercised, whichever is later. If
the Company exercises its Right of Repurchase, then the Recipient immediately
must deliver to the Company every stock certificate representing the Shares








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being repurchased, together with appropriate assignments separate from
certificates or other appropriate transfer documents. The Company then must
promptly pay the total Repurchase Price in cash or a certified check to the
Recipient.

7.4      ELECTION TO DEFER PURCHASE OF OPTIONS SHARES.

         A.  In spite of anything to the contrary in this Article 7, a Recipient
             whose Shares were issued under an ISO may elect to defer the
             Company's Right of Repurchase with respect to such Shares under
             this Subsection 7.4(A) until the holding period requirements of
             Code Section 422(a) are met. The Recipient's election must be in
             writing and must be in such form as the Committee may require. The
             Recipient must deliver his written election to the Company by
             certified mail no later than 7 business days after the date on
             which the Recipient receives notice that the Company has elected to
             exercise its Right of Repurchase. A Recipient's election under this
             subsection 7.4(A) must pertain to all Shares issued to the
             Recipient and is irrevocable.

         B.  With respect to a Recipient making the election described in
             Subsection 7(A), the Company then must repurchase the Recipient's
             Shares on or before the date which is one year following the
             earlier of the date on which the Recipient dies or the date on
             which the holding period requirements of Code Section 422(a) are
             met. The Repurchase Price of each Share remains as provided in
             Section 7.2 of this Plan.

7.5      BINDING EFFECT. The Company's Right of Repurchase inures to the benefit
of its successors and assigns and binds the Recipient's successors in
interested, personal representatives, heirs or legatees.

7.6      PAYMENT OF NET AMOUNT OWING. In spite of anything to the contrary in
this Plan, if the Company determines to exercise its Right of Repurchase under
this Article 7 before any Shares have been issued as a result of an exercise of
an Option, in lieu of issuing any Shares, the Company will have the right, but
not the obligation, to pay the Recipient the net amount owing to the Recipient.

7.7      TERMINATION OF RIGHT OF REPURCHASE. In spite of any other provision of
this Article 7, if the Company's Stock is listed on any United States securities
exchange or traded on any formal over-the-counter market in general use in the
United States at the time that the Recipient otherwise would be required to
transfer his Shares, the Company no longer will have the Right of Repurchase,
and the Recipient will have no obligation to comply with this Article 7.












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                       ARTICLE 8 - RIGHT OF FIRST REFUSAL

8.1      RIGHT OF FIRST REFUSAL. Shares issued under the exercise of an Option
are subject to the requirement that if a Recipient proposes to sell, pledge, or
otherwise transfer any Shares (or any interest in such Shares) acquired under
the exercise of an Option to any person or entity, then the Company has a right
of first refusal (the "Right of First Refusal") with respect to such Shares. Any
Recipient desiring to transfer Shares (or an interest in such Shares) subject to
the Company's Right of First Refusal must give written notice (the "Transfer
Notice") to the Company describing fully the proposed transfer, including the
number of Shares proposed to be transferred, the proposed transfer price, and
the name and address of the proposed transferee. The Recipient and the proposed
transferee must both sign the Transfer Notice. It must constitute a binding
commitment of the Recipient and the proposed transferee to the transfer of the
Shares. The Company has the right to purchase the Shares subject to the Transfer
Notice on the terms contained in the Transfer Notice, subject to any change in
such terms permitted under Section 8.2 of this Plan. The Company must exercise
its Right of First Refusal by delivering written notice within 30 days after the
date the Company received the Transfer Notice. The Company's rights under this
Section 8.1 are freely assignable, in whole or in part.

8.2      TRANSFER OF SHARES. If the Company fails to exercise its Right of First
Refusal within 30 days after the date on which the Company received the Transfer
Notice, then the Recipient, not later than 2 months following receipt of the
Transfer Notice by the Company, may consummate a transfer of the Shares subject
to the Transfer Notice on the same terms contained in the Transfer Notice. Any
proposed transfer on terms different from those described in the Transfer
Notice, as well as any later proposed transfer by the Recipient, must again be
subject to the Company's Right of First Refusal and must again require
compliance with the procedure contained in Section 8.1 of this Plan. If the
Company exercises its Right of First Refusal, then the Recipient immediately
must endorse and deliver to the Company every stock certificate representing the
Shares being purchased, and the Company then must promptly pay the purchase
price in accordance with the terms contained in the Transfer Notice.

8.3      REPURCHASE PAYMENT. The amount payable to a Recipient under the
Company's exercise of its Right of First Refusal must be paid to the Recipient
in accordance with the Transfer Notice's terms or, at the Company's election,
may be paid in full either in cash or by a certified check.

8.4      BINDING EFFECT. The Company's Right of First Refusal inures to the
benefit of its successors and assigns and binds any transferee of the Shares,
including a proposed transferee of a transferee who acquired Shares in a
transaction where the Company failed to exercise its Right of First Refusal.

8.5      TERMINATION OF RIGHT OF FIRST REFUSAL. In spite of any other provision
of this Article 8, if the Company's Stock is listed on any United States
securities exchange or traded on any formal over-the-counter market in general
use in the United States at the time the Recipient desires to transfer his
Shares, then the Company no longer will have a Right of First Refusal, and the
Recipient will have no obligation to comply with this Article 8.






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                ARTICLE 9 - LOAN FROM COMPANY TO EXERCISE OPTION

The Committee, in its discretion and subject to the requirements of applicable
law, may recommend to the Company that it lend the Recipient the funds needed by
him to exercise an Option. The Recipient must make application to the Company
for the loan, completing the forms and providing the information requested by
the Company. The loan will be secured by such collateral as the Company may
require, subject to its underwriting requirements and the requirements of
applicable law. The Recipient must execute a promissory note as well as any
other documents the Committee deems necessary.


                     ARTICLE 10 -DESIGNATION OF BENEFICIARY

Each Recipient must designate in the Agreement that he executes, a beneficiary
to receive Options awarded under this Plan in the event if the Recipient dies
prior to exercising his Options fully. If the Recipient does not designate a
beneficiary or if the beneficiary so designated does not survive the Recipient,
then the Recipient's estate will be deemed his beneficiary. A Recipient may
change his previously designated beneficiary by delivering written notice of the
beneficiary change to the Committee.


                    ARTICLE 11 - TAXES; COMPLIANCE WITH LAW;
                     APPROVAL OF REGULATORY BODIES; LEGENDS.

11.1     The Company either will withhold from payments otherwise due and owing
to a Recipient (or his designated beneficiary) or will require the Recipient (or
his designated beneficiary) to remit to the Company in cash, upon demand, an
amount sufficient to satisfy any federal (including income, FICA, and FUTA
amounts), state or local, withholding tax requirements at the time the Recipient
(or his designated beneficiary) recognizes income for federal, state, or local
tax purposes as the result of receiving Shares under this Plan as a condition to
the Company's issuing Shares upon an Option's exercise (whether to the Recipient
or to his designated beneficiary).

11.2     Options are exercisable, and Shares may be delivered, under this Plan,
only in compliance with all applicable federal and state laws and regulations
and the rules of all stock exchanges on which the Company's stock is listed at
any time. An Option is exercisable only if either (A) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been filed
with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (B) an exemption from the
registration requirements of applicable securities laws is available. This Plan
does not require the Company, however, to file a registration statement or to











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assure the availability of an exemption. Any certificate issued to evidence
Shares issued under this Plan may bear such legends and statements, and will be
subject to such transfer restrictions, as the Committee deems advisable to
assure compliance with federal and state laws and regulations and with the
requirements of this Section and to reflect this Plan's provisions. No Option
may be exercised, and Shares may not be issued under this Plan, until the
Company has obtained the consent or approval of every regulatory body, federal
or state, having jurisdiction over such matters and the Committee deems
advisable, it being understood that the Company is not obligated to list,
register or qualify any Option or Shares under any securities laws. Any such
postponement does not extend the time within which any Option may be exercised.
Neither the Company, its directors nor its officers has any obligation or
liability to the Recipient of an Option or to a successor-in-interest with
respect to any Shares as to which such Option may lapse because of such
postponement.

11.3     The Committee may require that each person who acquires the right to
exercise an Option or to ownership of Shares by bequest or inheritance furnish
the Committee with reasonable evidence of ownership of the Option as a condition
to the person's exercising the Option. In addition, the Committee may require
such consents and releases of taxing authorities as the Committee deems
advisable.

11.4     With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934 (the "1934 Act"), transactions under this Plan are intended
to comply with all applicable conditions of Rules 16b-3 under the 1934 Act or
Rule 16b-3's successors under the 1934 Act. To the extent any provision of this
Plan or action by the Committee fails to so comply, it will be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.


                           ARTICLE 12 - ASSIGNABILITY

An Option granted under this Plan is not transferable except by will or the laws
of descent and distribution. All rights of an Option are exercisable only by the
Recipient during his lifetime.


                  ARTICLE 13 - ADJUSTMENT UPON CHANGE OF SHARES

If a reorganization, merger, consolidation, reclassification, recapitialization,
combination or exchange of shares, stock split, stock dividend, rights offering,
or other expansion or contraction of the Company's Stock occurs, then the number
and class of Shares for which Options are authorized to be granted under this
Plan, the number and class of Shares then subject to Options previously granted
either to Employees or Consultants under this Plan, and the price per Share
payable upon exercise of each Option outstanding under this Plan will be
adjusted equitably by the Committee to reflect such changes. To the extent
deemed equitable and appropriate by the Board, and subject to any required
shareholders' action, in any merger, consolidation, reorganization, liquidation
or dissolution, any Option granted under this Plan will pertain to the






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securities and other property to which a holder of the number of Shares of Stock
covered by the Option would have been entitled to receive in connection with
such event.


                   ARTICLE 14 - COMPANY'S GOVERNING DOCUMENTS

By exercising any Option, the holder of the Option takes his Shares subject to
the Company's Articles of Incorporation, Bylaws, Stockholders Agreement, and
other policies as they may then be in effect and as later amended from time to
time.


                    ARTICLE 15 - EXERCISE OF UNVESTED OPTIONS

The Committee may grant any Recipient the right to exercise any Option prior to
the complete vesting of the Option. Without limiting the generality of the
previous sentence, the Committee may provide that if an Option is exercised
prior to having vested completely, then the Shares issued upon such exercise
remain subject to vesting at the same rate as under the Option so exercised and
are subject to the Company's Right of Repurchase at the Repurchase Price with
respect to all unvested Shares if the Recipient's Continuous Service with the
Company or an Affiliate ceases for no reason or for any reason.


                        ARTICLE 16 - LIABILITY OF COMPANY

The Company and any Affiliate that is in existence or later may come into
existence will not be liable to any person for any tax consequences expected but
not realized by a Recipient or other person because of the exercise of an
Option.


                  ARTICLE 17 - AMENDMENT OR TERMINATION OF PLAN

17.1     The Board either may amend or may terminate this Plan from time to time
without shareholder approval. However, without shareholder approval, no
amendment will be effective if it attempts any of the following:

         A.  materially increases the benefit accruing to participants under
             this Plan;

         B.  increases the aggregate number of Shares that may be delivered upon
             exercising an Option granted under this Plan;

         C.  materially modifies the eligibility requirements for participation
             in this Plan; or

         D.  amends the requirements of Subsections A or B of this Section 17.1.







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17.2     Any amendment to this Plan, whether with or without shareholder
approval, that alters an Option that was granted before the amendment (unless
the alteration is expressly permitted under this Plan) will be effective only
with the Recipient's consent to whom the Option was granted or the holder
currently entitled to exercise the Option.


                           ARTICLE 18 - MISCELLANEOUS

18.1     EXPENSES OF PLAN.  The Company bears the expense of administering
         the Plan.

18.2     DURATION OF PLAN. Options may be granted under this Plan only during
the 10 years immediately following the Plan's effective date, unless the Plan is
terminated sooner under Subsection 17.1. All Options that are outstanding on the
Plan's termination date will remain in effect until the Options either are
exercised or otherwise expire.

18.3     APPLICABLE LAW. Maryland law, without regard to its conflict of laws
provisions, exclusively governs this Plan.

18.4     EFFECTIVE DATE. This Plan's effective date is the earlier of (A) the
date on which the Board adopts the Plan or (B) the date on which the
shareholders approve the Plan.

























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