EXHIBIT 10.3

                          GIGA INFORMATION GROUP, INC.

                            1999 SHARE INCENTIVE PLAN

                  (AS AMENDED AND RESTATED AS OF JULY 29, 2002)



           1. PURPOSE. Giga Information Group, Inc. 1999 Share Incentive Plan
(the "Plan") is intended to provide incentives which will attract, retain and
motivate highly competent persons as officers, and key employees, non-employee
directors of, and consultants to, Giga Information Group, Inc. (the "Company")
and its subsidiaries and affiliates, by providing them opportunities to acquire
shares of the Common Stock, par value $.001 per share, of the Company ("Common
Stock") or to receive monetary payments based on the value of such shares
pursuant to the Benefits (as defined below) described herein. Additionally, the
Plan is intended to assist in further aligning the interests of the Company's
officers, key employees, non-employee directors and consultants to those of its
other stockholders.

           2. ADMINISTRATION.

           (a) The Plan will be administered by the Board of Directors of the
Company or by a committee (the "Committee") appointed by the Board of Directors
of the Company from among its members (which may be the Compensation Committee)
and shall be comprised, unless otherwise determined by the Board of Directors,
solely of not less than two members who shall be (i) "Non-Employee Directors"
within the meaning of Rule 16b-3(b)(3) (or any successor rule) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii)
"outside directors" within the meaning of Treasury Regulation Section 1.1
62-27(e)(3) under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). If the Board of Directors of the Company administers the
Plan rather than a committee of the Board of Directors, then all references to
"Committee" in the Plan shall be deemed to mean a reference to the Board of
Directors of the Company. The Committee is authorized, subject to the provisions
of the Plan, to establish such rules and regulations as it deems necessary for
the proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any
Benefits granted hereunder as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all participants and their legal representatives. No member of the
Committee and no employee of the Company shall be liable for any act or failure
to act hereunder, except in circumstances involving his or her bad faith, gross
negligence or willful misconduct, or for any act or failure to act hereunder by
any other member or employee or by any agent to whom duties in connection with


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the administration of this Plan have been delegated. The Company shall indemnify
members of the Committee and any agent of the Committee who is an employee of
the Company, a subsidiary or an affiliate against any and all liabilities or
expenses to which they may be subjected by reason of any act or failure to act
with respect to their duties on behalf of the Plan, except in circumstances
involving such person's bad faith, gross negligence or willful misconduct.

           (b) The Committee may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or affiliate whose employees have benefited
from the Plan, as determined by the Committee.

           3. PARTICIPANTS. Participants will consist of such officers, key
employees, non-employee directors of, and such consultants to, the Company and
its subsidiaries and affiliates as the Committee in its sole discretion
determines to be significantly responsible for the success and future growth and
profitability of the Company and whom the Committee may designate from time to
time to receive Benefits under the Plan. The term "non-employee directors" shall
mean directors of the Company who are not full-time employees of the Company or
any of its subsidiaries. Designation of a participant in any year shall not
require the Committee to designate such person to receive a Benefit in any other
year or, once designated, to receive the same type or amount of Benefit as
granted to the participant in any other year. The Committee shall consider such
factors as it deems pertinent in selecting participants and in determining the
type and amount of their respective Benefits.

           4. TYPE OF BENEFITS. Benefits under the Plan may be granted in any
one or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c)
Stock Awards, (d) Performance Awards and (e) Stock Units (each as described
below, and collectively, the "Benefits"). Stock Awards, Performance Awards, and
Stock Units may, as determined by the Committee in its discretion, constitute
Performance-Based Awards, as described in Section 11 below. Benefits shall be
evidenced by agreements (which need not be identical) in such forms as the
Committee may from time to time approve; provided, however, that in the event of
any conflict between the provisions of the Plan and any such agreements, the
provisions of the Plan shall prevail.

           5. COMMON STOCK AVAILABLE UNDER THE PLAN.

           (a) Subject to the provisions of this Section 5 and any adjustments
made in accordance with Section 13 hereof, the maximum number of shares of
Common Stock that may be delivered to participants (including permitted
assignees) and their beneficiaries under this Plan shall be equal to the sum of:


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(i) 3,500,000 shares of Common Stock, which may be authorized and unissued or
treasury shares; and (ii) up to 1,500,000 shares of Common Stock that are
represented by awards granted under any prior plan of the Company that has
terminated, which are forfeited, expire or are cancelled without the delivery of
shares of Common Stock or which result in the forfeiture of shares of Common
Stock back to the Company. Any shares of Common Stock covered by a Benefit (or
portion of a Benefit) granted under the Plan, which is forfeited or canceled,
expires or, in the case of a Benefit other than a Stock Option, is settled in
cash, shall be deemed not to have been delivered for purposes of determining the
maximum number of shares of Common Stock available for delivery under the Plan.
The preceding sentence shall apply only for the purposes of determining the
aggregate number of shares of Common Stock subject to Benefits, but shall not
apply for purposes of determining the maximum number of shares of Common Stock
with respect to which Benefits (including the maximum number of shares of Common
Stock subject to Stock Options and Stock Appreciation Rights) may be granted to
an individual participant under the Plan.

           (b) If any shares of Common Stock are tendered to the Company, either
actually or by attestation or withholding, as full, or partial payment of the
exercise price or any tax withholding in connection with the exercise of a Stock
Option or Stock Appreciation Right or the vesting of any other Benefit granted
under this Plan or any prior plan of the Company, only the number of shares of
Common Stock issued net of the shares of Common Stock tendered shall be deemed
delivered for purposes of determining the maximum number of shares of Common
Stock available for delivery under the Plan. Further, shares of Common Stock
delivered under the Plan in settlement, assumption or substitution of
outstanding awards (or obligations to grant future awards) under the plans or
arrangements of another entity shall not reduce the maximum number of shares of
Common Stock available for delivery under the Plan, to the extent that such
settlement, assumption or substitution as a result of the Company or its
subsidiaries or affiliates acquiring another entity (or an interest in another
entity). This Section 5(b) shall apply only for purposes of determining the
aggregate number of shares of Common Stock subject to Benefits, but shall not
apply for purposes of determining (x) the maximum number of shares of Common
Stock with respect to which Benefits (including the maximum number of shares of
Common Stock subject to Stock Options and Stock Appreciation Rights) may be
granted to an individual participant under the Plan or (y) the maximum number of
shares of Common Stock that may be delivered through Stock Options under the
Plan.

           (c) The maximum number of shares of Common Stock with respect to
which Benefits may be granted or measured to any individual participant under
the Plan during the term of the Plan, and the maximum number of shares of Common
Stock with respect to which Stock Options and Stock Appreciation Rights may be
granted to an individual participant under the Plan during the term of the Plan
shall not exceed the maximum number of shares of Common Stock issuable under the
Plan (in each case, subject to adjustments made in accordance with Section 13
hereof).

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           6. STOCK OPTIONS. Stock Options will consist of awards from the
Company that will enable the holder to purchase a number of shares of Common
Stock, at set terms. Stock Options may be "incentive stock options" ("Incentive
Stock Options"), within the meaning of Section 422 of the Code, or Stock Options
which do not constitute Incentive Stock Options ("Nonqualified Stock Options").
The Committee will have the authority to grant to any participant one or more
Incentive Stock Options, Nonqualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights). Each Stock
Option shall be subject to such terms and conditions consistent with the Plan as
the Committee may impose from time to time, subject to the following
limitations:

           (a) EXERCISE PRICE. Each Stock Option granted hereunder shall have
such per share exercise price as the Committee may determine at the date of
grant; provided, however, subject to subsection (d) below, that the per-share
exercise price shall not be less than 100% of the Fair Market Value (as defined
below) of the Common Stock on the date the Stock Option is granted.

           (b) PAYMENT OF EXERCISE PRICE. The option exercise price may be paid
in cash or, in the discretion of the Committee, by the delivery of shares of
Common Stock of the Company then owned by the participant, by the withholding of
shares of Common Stock for which a Stock Option is exercisable or by a
combination of these methods. In the discretion of the Committee, payment may
also be made by delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the exercise price. To
facilitate the foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms. The Committee may prescribe any
other method of paying the exercise price that it determines to be consistent
with applicable law and the purpose of the Plan, including, without limitation,
in lieu of the exercise of a Stock Option by delivery of shares of Common Stock
of the Company then owned by a participant, providing the Company with a
notarized statement attesting to the number of shares owned, where upon
verification by the Company, the Company would issue to the participant only the
number of incremental shares to which the participant is entitled upon exercise
of the Stock Option. In determining which methods a participant may utilize to
pay the exercise price, the Committee may consider such factors as it determines
are appropriate.

           (c) EXERCISE PERIOD. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock Option
shall be exercisable later than ten years after the date it is granted except in
the event of a participant's death, in which case, the exercise period of such
participant's Stock Options may be extended beyond such period but no later than
one year after the participant's death. All Stock Options shall terminate at
such earlier times and upon such conditions or circumstances as the Committee
shall in its discretion set forth in such option agreement at the date of grant.


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           (d) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options
may be granted only to participants who are employees of the Company or one of
its subsidiaries (within the meaning of Section 424(f) of the Code) at the date
of grant. The aggregate Fair Market Value (determined as of the time the Stock
Option is granted) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a participant during any calendar
year (under all option plans of the Company and of any parent corporation or
subsidiary corporation (as defined in Sections 424(e) and (f) of the Code,
respectively)) shall not exceed $100,000. For purposes of the preceding
sentence, Incentive Stock Options will be taken into account in the order in
which they are granted. The per-share exercise price of an Incentive Stock
Option shall not be less than 100% of the Fair Market Value of the Common Stock
on the date of grant, and no Incentive Stock Option may be exercised later than
ten years after the date it is granted; provided, however, Incentive Stock
Options may not be granted to any participant who, at the time of grant, owns
stock possessing (after the application of the attribution rules of Section
424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation of the
Company, unless the exercise price is fixed at not less than 110% of the Fair
Market Value of the Common Stock on the date of grant and the exercise of such
option is prohibited by its terms after the expiration of five years from the
date of grant of such option. In addition, no Incentive Stock Option may be
issued to a participant in tandem with a Nonqualified Stock Option.

           (e) POST-EMPLOYMENT EXERCISES. In addition to any other conditions to
which the participant is subject, the exercise of any Stock Option after
termination of employment shall be subject to satisfaction of the conditions
precedent that the participant neither (i) competes with, or takes other
employment with or renders services to a competitor of, the Company, its
subsidiaries or affiliates without the written consent of the Company, nor (ii)
conducts himself or herself in a manner adversely affecting the Company.

           7. STOCK APPRECIATION RIGHTS.

           (a) The Committee may, in its discretion, grant Stock Appreciation
Rights to the holders of any Stock Options granted hereunder. In addition, Stock
Appreciation Rights may be granted independently of, and without relation to,
Stock Options. A Stock Appreciation Right means a right to receive a payment, in
cash, Common Stock or a combination thereof, in an amount equal to the excess of
(x) the Fair Market Value, or other specified valuation, of a specified number
of shares of Common Stock on the date the right is exercised over (y) the Fair
Market Value, or other specified valuation (which shall be no less than the Fair
Market Value) of such shares of Common Stock on the date the right is granted,
all as determined by the Committee; provided, however, that if a Stock
Appreciation Right is granted in tandem with or in substitution for a Stock
Option, the designated Fair Market Value in the award agreement may be the Fair
Market Value on the date such Stock Option was granted. Each Stock Appreciation
Right shall be subject to such terms and conditions as the Committee shall
impose from time to time.


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           (b) Stock Appreciation Rights granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock
Appreciation Rights shall be exercisable later than ten years after the date it
is granted except in the event of a participant's death, in which case, the
exercise period of such participant's Stock Appreciation Rights may be extended
beyond such period but no later than one year after the participant's death. All
Stock Appreciation Rights shall terminate at such earlier times and upon such
conditions or circumstances as the Committee shall in its discretion set forth
in such right at the date of grant.

           (c) The exercise of any Stock Appreciation Right after termination of
employment shall be subject to satisfaction of the conditions precedent that the
participant neither (i) competes with, or takes other employment with or renders
services to a competitor of, the Company, its subsidiaries or affiliates without
the written consent of the Company, nor (ii) conducts himself or herself in a
manner adversely affecting the Company.

           8. STOCK AWARDS. The Committee may, in its discretion, grant Stock
Awards (which may include mandatory payment of bonus incentive compensation in
stock) consisting of Common Stock issued or transferred to participants with or
without other payments therefor. Stock Awards may be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares, the
right of the Company to reacquire such shares for no consideration upon
termination of the participant's employment or service within specified periods,
and may constitute Performance-Based Awards, as described below. The Committee
may require the participant to deliver a duly signed stock power, endorsed in
blank, relating to the Common Stock covered by such an Award. The Committee may
also require that the stock certificates evidencing such shares be held in
custody or bear restrictive legends until the restrictions thereon shall have
lapsed. The Stock Award shall specify whether the participant shall have, with
respect to the shares of Common Stock subject to a Stock Award, all of the
rights of a holder of shares of Common Stock of the Company, including the right
to receive dividends and to vote the shares.

           9. PERFORMANCE AWARDS.

           (a) Performance Awards may be granted to participants at any time and
from time to time, as shall be determined by the Committee. Performance Awards
may, as determined by the Committee in its sole discretion, constitute
Performance-Based Awards. The Committee shall have complete discretion in
determining the number, amount and timing of awards granted to each participant.
Such Performance Awards may be in the form of shares of Common Stock or Stock
Units. Performance Awards may be awarded as short-term or long-term incentives.
With respect to those Performance Awards that are intended to constitute
Performance-Based Awards, the Committee shall set performance targets at its
discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Awards that will be paid out to the


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participants, and may attach to such Performance Awards one or more
restrictions. Performance targets may be based upon, without limitation,
Company-wide, divisional and/or individual performance.

           (b) With respect to those Performance Awards that are not intended to
constitute Performance-Based Awards, the Committee shall have the authority at
any time to make adjustments to performance targets for any outstanding
Performance Awards which the Committee deems necessary or desirable unless at
the time of establishment of goals the Committee shall have precluded its
authority to make such adjustments.

           (c) Payment of earned Performance Awards shall be made in accordance
with terms and conditions prescribed or authorized by the Committee. The
participant may elect to defer, or the Committee may require or permit the
deferral of, the receipt of Performance Awards upon such terms as the Committee
deems appropriate.

           10. STOCK UNITS.

           (a) The Committee may, in its discretion, grant Stock Units to
participants hereunder. The Committee shall determine the criteria for the
vesting of Stock Units and may provide for payment in shares of Common Stock, in
cash or in any combination of shares of Common Stock and cash, at such time as
the award agreement shall specify. Stock Units may constitute Performance-Based
Awards. Shares of Common Stock issued pursuant to this Section 10 may be issued
with or without other payments therefor as may be required by applicable law or
such other consideration as may be determined by the Committee. The Committee
shall determine whether a participant granted a Stock Unit shall be entitled to
a Dividend Equivalent Right (as defined below).

           (b) Upon vesting of a Stock Unit, unless the Committee has determined
to defer payment with respect to such Stock Unit or a participant has elected to
defer payment under subsection (c) below, shares of Common Stock representing
the Stock Units shall be distributed to the participant unless the Committee,
with the consent of the participant, provides for the payment of the Stock Units
in cash or partly in cash and partly in shares of Common Stock equal to the
value of the shares of Common Stock which would otherwise be distributed to the
participant.

           (c) Prior to the year with respect to which a Stock Unit may vest,
the Committee may, in its discretion, permit a participant to elect not to
receive shares of Common Stock and/or cash, as applicable, upon the vesting of
such Stock Unit and for the Company to continue to maintain the Stock Unit on
its books of account. In such event, the value of a Stock Unit shall be payable
in shares of Common Stock and/or cash, as applicable, pursuant to the agreement
of deferral.

           (d) A "Stock Unit" means a notional account representing one share of
Common Stock. A "Dividend Equivalent Right" means the right to receive the
amount of any dividend paid on the share of Common Stock underlying a Stock
Unit, which shall be payable in cash or in the form of additional Stock Units at


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the time or times specified by the Committee or as the award agreement shall
specify.

           11. PERFORMANCE-BASED AWARDS. Certain Benefits granted under the Plan
may be granted in a manner such that the Benefits qualify for the
performance-based compensation exemption of Section 162(m) of the Code
("Performance-Based Awards"). As determined by the Committee in its sole
discretion, either the vesting or the exercise of such Performance-Based Awards
shall be based on one or more business criteria that apply to the individual
participant, one or more business units of the Company as a whole. The business
criteria shall be as follows, individually or in combination, adjusted in such
manner as the Committee shall determine: (i) net sales; (ii) pretax income
before allocation of corporate overhead and bonus; (iii) budget; (iv) earnings
per share; (v) net income; (vi) division, group or corporate financial goals;
(vii) return on stockholders' equity; (viii) return on assets; (ix) attainment
of strategic and operational initiatives; (x) appreciation in and/or maintenance
of the price of the Common Stock or any other publicly-traded securities of the
Company; (xi) market share; (xii) gross profits; (xiii) earnings before interest
and taxes; (xiv) earnings before interest, taxes, dividends and amortization;
(xv) economic value-added models and comparisons with various stock market
indices; (xvi) reductions in costs; or (xvii) any combination of the foregoing.
In addition, Performance-Based Awards may include comparisons to the performance
of other companies, such performance to be measured by one or more of the
foregoing business criteria. With respect to Performance-Based Awards, (i) the
Committee shall establish in writing (x) the performance goals applicable to a
given period, and such performance goals shall state, in terms of an objective
formula or standard, the method for computing the amount of compensation payable
to the participant if such performance goals are obtained and (y) the individual
employees or class of employees to which such performance goals apply no later
than 90 days after the commencement of such period (but in no event after 25% of
such period has elapsed) and (ii) no Performance-Based Awards shall be payable
to or vest with respect to, as the case may be, any participant for a given
period until the Committee certifies in writing that the objective performance
goals (and any other material terms) applicable to such period have been
satisfied. With respect to any Benefits intended to qualify as Performance-Based
Awards, after establishment of a performance goal, the Committee shall not
revise such performance goal or increase the amount of compensation payable
thereunder (as determined in accordance with Section 162(m) of the Code) upon
the attainment of such performance goal. Notwithstanding the preceding sentence,
the Committee may reduce or eliminate the number of shares of Common Stock or
cash granted or the number of shares of Common Stock vested upon the attainment
of such performance goal.

           12. FOREIGN LAWS. The Committee may grant Benefits to individual
participants who are subject to the tax laws of nations other than the United
States, which Benefits may have terms and conditions as determined by the
Committee as necessary to comply with applicable foreign laws. The Committee may
take any action which it deems advisable to obtain approval of such Benefits by
the appropriate foreign governmental entity; provided, however, that no such


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Benefits may be granted pursuant to this Section 12 and no action may be taken
which would result in a violation of the Exchange Act, the Code or any other
applicable law.

           13. ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.

           (a) If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, reverse stock split, split up, spin-off, combination of shares,
exchange of shares, dividend in kind or other like change in capital structure
or distribution (other than normal cash dividends) to stockholders of the
Company, an adjustment shall be made to each outstanding Stock Option and Stock
Appreciation Right such that each such Stock Option and Stock Appreciation Right
shall thereafter be exercisable for such securities, cash and/or other property
as would have been received in respect of the Common Stock subject to such Stock
Option or Stock Appreciation Right had such Stock Option or Stock Appreciation
Right been exercised in full immediately prior to such change or distribution,
and such an adjustment shall be made successively each time any such change
shall occur. In addition, in the event of any such change or distribution, in
order to prevent dilution or enlargement of participants' rights under the Plan,
the Committee will have authority to adjust, in an equitable manner, the number
and kind of shares that may be issued under the Plan, the number and kind of
shares subject to outstanding Benefits, the exercise price applicable to
outstanding Benefits, and the Fair Market Value of the Common Stock and other
value determinations applicable to outstanding Benefits. Appropriate adjustments
may also be made by the Committee in the terms of any Benefits under the Plan to
reflect such changes or distributions and to modify any other terms of
outstanding Benefits on an equitable basis, including modifications of
performance targets and changes in the length of performance periods. In
addition, other than with respect to Stock Options, Stock Appreciation Rights,
and other awards intended to constitute Performance-Based Awards, the Committee
is authorized to make adjustments to the terms and conditions of, and the
criteria included in, Benefits in recognition of unusual or nonrecurring events
affecting the Company or the financial statements of the Company, or in response
to changes in applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, (i) each such adjustment with respect to an
Incentive Stock Option shall comply with the rules of Section 424(a) of the
Code, and (ii) in no event shall any adjustment be made which would render any
Incentive Stock Option granted hereunder other than an incentive stock option
for purposes of Section 422 of the Code.

           (b) Notwithstanding any other provision of this Plan, if there is a
Change in Control of the Company, all then outstanding Benefits that have not
vested or become exercisable at the time of such Change in Control shall
immediately vest and become exercisable and all performance targets relating to
such Benefits shall be deemed to have been satisfied as of the time of such
Change in Control. For purposes of this Section 13(b), a "Change in Control" of
the Company shall be deemed to have occurred upon any of the following events:


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                  (i) A change in control of the direction and administration of
                  the Company's business of a nature that would be required to
                  be reported in response to Item 6(e) of Schedule 14A of
                  Regulation 14A promulgated under the Exchange Act; or

                  (ii) During any period of two (2) consecutive years, the
                  individuals who at the beginning of such period constitute the
                  Company's Board of Directors or any individuals who would be
                  "Continuing Directors" (as hereinafter defined) cease for any
                  reason to constitute at least a majority thereof; or

                  (iii) The Company's Common Stock shall cease to be publicly
                  traded; or

                  (iv) The Company's Board of Directors shall approve a sale of
                  all or substantially all of the assets of the Company, and
                  such transaction shall have been consummated; or

                  (v) The Company's Board of Directors shall approve any merger,
                  consolidation, or like business combination or reorganization
                  of the Company, the consummation of which would result in the
                  occurrence of any event described in Section 13(b)(ii) or
                  (iii) above, and such transaction shall have been consummated.

           Notwithstanding the foregoing, (A) any spin-off of a division or
subsidiary of the Company to its stockholders and (B) any event listed in (i)
through (v) above that the Board of Directors determines, in its sole
discretion, not to be a Change in Control of the Company for purposes of the
foregoing provision of this Plan as to vesting, shall not constitute a Change in
Control of the Company.

           For purposes of this Section 13(b), "Continuing Directors" shall mean
(x) the directors of the Company in office on the Effective Date (as defined
below) and (y) any successor to any such director and any additional director
who after the Effective Date was nominated or selected by a majority of the
Continuing Directors in office at the time of his or her nomination or
selection.

           The Committee, in its sole discretion, may determine that, upon the
occurrence of a Change in Control of the Company (without regard to any contrary
determination by the Board of Directors under paragraph B above), each Benefit
outstanding hereunder shall terminate within a specified number of days after
notice to the holder, and such holder shall receive (i) with respect to each
share of Common Stock that is subject to a Stock Option or a Stock Appreciation
Right and is then vested, an amount equal to the excess of the Fair Market Value
of such shares of Common Stock immediately prior to the occurrence of such
Change in Control over the exercise price per share of such Stock Option or
Stock Appreciation Right (as the case may be) and (ii) with respect to each
share of Common Stock that is subject to a Stock Award or Stock Unit and is then
vested, the Fair Market Value of such shares of Common Stock immediately prior


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to the occurrence of such Change in Control, such amount to be payable in cash,
in one or more kinds of property (including the property, if any, payable in the
transaction) or in a combination thereof, as the Committee, in its sole
discretion, shall determine. The provisions contained in the preceding sentence
shall be inapplicable to a Stock Option or Stock Appreciation Right granted
within six (6) months before the occurrence of a Change in Control if the holder
of such Stock Option or Stock Appreciation Right is subject to the reporting
requirements of Section 16 of the Exchange Act and no exception from liability
under Section 16 of the Exchange Act is otherwise available to such holder.

           13A. CHANGE IN CONTROL. Notwithstanding any other provision of this
Plan, if there is a Change in Control of the Company as defined in Section
13(b), without regard to any contrary determination by the Board of Directors
hereunder (so that paragraph B shall not apply), any installments of then
outstanding Benefits that would have vested and become exercisable within twelve
(12) months following such Change in Control shall immediately vest and become
exercisable and all performance targets relating to such Benefits shall be
deemed to have been satisfied as of the time of such Change in Control.

           14. NONTRANSFERABILITY. Each Benefit granted under the Plan to a
participant shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the Committee
shall in its discretion set forth in such option or right at the date of grant
and then only by the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's rights
under the Stock Option or Stock Appreciation Right shall pass by will or the
laws of descent and distribution. Notwithstanding the foregoing, at the
discretion of the Committee, an award of a Benefit other than an Incentive Stock
Option may permit the transferability of a Benefit by a participant solely to
the participant's spouse, siblings, parents, children and grandchildren or
trusts for the benefit of such persons or partnerships, corporations, limited
liability companies or other entities owned solely by such persons, including
trusts for such persons, subject to any restriction included in the award of the
Benefit.

           15. OTHER PROVISIONS. The award of any Benefit under the Plan may
also be subject to such other provisions (whether or not applicable to the
Benefit awarded to any other participant) as the Committee determines
appropriate, including, without limitation, for the installment purchase of
Common Stock under Stock Options, for the installment exercise of Stock
Appreciation Rights, to assist the participant in financing the acquisition of
Common Stock, for the forfeiture of, or restrictions on resale or other
disposition of, Common Stock acquired under any form of Benefit, for the
termination of any Benefit and the forfeiture of any gain realized in respect of
a Benefit upon the occurrence of certain activity by the participant that is
harmful to the Company, for the acceleration of exercisability or vesting of
Benefits or the payment of the value of Benefits in the event that the control
of the Company changes (including, without limitation, a Change in Control), or


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to comply with federal and state securities laws, or understandings or
conditions as to the participant's employment (including, without limitation,
any restrictions on the ability of the participant to engage in activities that
are competitive with the Company) in addition to those specifically provided for
under the Plan.

           16. FAIR MARKET VALUE. For purposes of this Plan and any Benefits
awarded hereunder, Fair Market Value shall be the closing price of the Company's
Common Stock on the date of calculation (or on the last preceding trading date
if Common Stock was not traded on such date) if the Company's Common Stock is
readily tradeable on a national securities exchange or other market system, and
if the Company's Common Stock is not readily tradeable, Fair Market Value shall
mean the amount determined in good faith by the Committee as the fair market
value of the Common Stock of the Company.

           17. WITHHOLDING. All payments or distributions of Benefits made
pursuant to the Plan shall be net of any amounts required to be withheld
pursuant to applicable federal, state and local tax withholding requirements. If
the Company proposes or is required to distribute Common Stock pursuant to the
Plan, it may require the recipient to remit to it or to the corporation that
employs such recipient an amount sufficient to satisfy such tax withholding
requirements prior to the delivery of any certificates for such Common Stock. In
lieu thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the recipient as the Committee shall prescribe. The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.

           18. TENURE. A participant's right, if any, to continue to serve the
Company or any of its subsidiaries or affiliates as an officer, employee,
director or otherwise, shall not be enlarged or otherwise affected by his or her
designation as a participant under the Plan.

           19. UNFUNDED PLAN. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such


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amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

           20. NO FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan or any Benefit. The Committee shall
determine whether cash, or Benefits, or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

           21. DURATION, AMENDMENT AND TERMINATION. No Benefit shall be granted
more than ten years after the Effective Date. The Committee may amend the Plan
from time to time or suspend or terminate the Plan at any time. No amendment of
the Plan may be made without approval of the stockholders of the Company if the
amendment will: (i) disqualify any Incentive Stock Options granted under the
Plan; (ii) increase the aggregate number of shares of Common Stock that may be
delivered through Stock Options under the Plan; (iii) increase the maximum
amounts which can be paid to an individual under the Plan; (iv) change the types
of business criteria on which Performance-Based Awards are to be based under the
Plan; or (v) modify the requirements as to eligibility for participation in the
Plan.

           22. CANCELLATION AND NEW GRANT OF OPTIONS, ETC. The Board of
Directors shall have the authority to effect, at any time and from time to time,
with the consent of the affected optionees, (i) the cancellation of any or all
outstanding Stock Options under the Plan and the grant in substitution therefor
of new Stock Options under the Plan covering the same or different numbers of
shares of Common Stock and having an option exercise price per share which may
be lower or higher than the exercise price per share of the cancelled Stock
Options or (ii) the amendment of the terms of any and all outstanding Stock
Options under the Plan to provide an option exercise price per share which is
higher or lower than the then current exercise price per share of such
outstanding Stock Options.

           23. GOVERNING LAW. This Plan, Benefits granted hereunder and actions
taken in connection herewith shall be governed and construed in accordance with
the internal laws of the State of Delaware, without giving effect to its
choice-of-law provisions.

           24. EFFECTIVE DATE.

           (a) The Plan shall be effective as of March 31, 1999, the date on
which the Plan was adopted by the Committee (the "Effective Date"), provided
that the Plan is approved by the stockholders of the Company at an annual
meeting or any special meeting of stockholders of the Company within 12 months
of the Effective Date, and such approval of stockholders shall be a condition to
the right of each participant to receive any Benefits hereunder. Any Benefits
granted under the Plan prior to such approval of stockholders shall be effective
as of the date of grant (unless, with respect to any Benefit, the Committee
specifies otherwise at the time of grant), but no such Benefit may be exercised
or settled and no restrictions relating to any Benefit may lapse prior to such


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<PAGE>
stockholder approval, and if stockholders fail to approve the Plan as specified
hereunder, any such Benefit shall be cancelled.

           (b) This Plan shall terminate on March 30, 2009 (unless sooner
terminated by the Committee).



















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