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                                  EXHIBIT 99.2

                             SIMPLE TECHNOLOGY, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                 (AS AMENDED AND RESTATED THROUGH JULY 26, 2000)

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                                                                    EXHIBIT 10.6

                             SIMPLE TECHNOLOGY, INC.

                          EMPLOYEE STOCK PURCHASE PLAN
               (As Amended and Restated Through July 26, 2000)

I.       PURPOSE OF THE PLAN

         This Employee Stock Purchase Plan is intended to promote the
interests of Simple Technology, Inc., a California corporation, by providing
eligible employees with the opportunity to acquire a proprietary interest in
the Corporation through participation in a payroll deduction-based employee
stock purchase plan designed to qualify under Section 423 of the Code.

         Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.

II.      ADMINISTRATION OF THE PLAN

         The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary in order to comply with
the requirements of Code Section 423. Decisions of the Plan Administrator
shall be final and binding on all parties having an interest in the Plan.

III.     STOCK SUBJECT TO PLAN

         A. The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of
Common Stock purchased on the open market. The number of shares of Common
Stock initially reserved for issuance over the term of the Plan shall be
limited to 360,000 shares.

         B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of January
each calendar year during the term of the Plan, beginning with calendar year
2001, by an amount equal to one percent (1%) of the total number of shares of
Common Stock outstanding on the last trading day in December of the
immediately preceding calendar year, but in no event shall any such annual
increase exceed 400,000 shares.

         C. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as
a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date, (iii) the maximum
number and class of securities purchasable in total by all Participants on
any one Purchase Date, (iv) the maximum number

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and/or class of securities by which the share reserve is to increase
automatically each calendar year pursuant to the provisions of Section III.B
of this Article One and (v) the number and class of securities and the price
per share in effect under each outstanding purchase right in order to prevent
the dilution or enlargement of benefits thereunder.

IV.      OFFERING PERIODS

         A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of overlapping offering periods until such time as (i)
the maximum number of shares of Common Stock available for issuance under the
Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.

         B. Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date of such offering period. Offering periods shall commence at
semi-annual intervals on the first business day of February and August each
year over the term of the Plan. Accordingly, two (2) separate offering
periods shall commence in each calendar year the Plan remains in existence.
However, the initial offering period shall commence at the Effective Time and
terminate on the last business day in July 2002.

         C. Each offering period shall consist of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in February to the last business day in July each year and from
the first business day in August each year to the last business day in
January in the following year. However, the first Purchase Interval in effect
under the initial offering period shall commence at the Effective Time and
terminate on the last business day in January 2001.

         D. Should the Fair Market Value per share of Common Stock on any
Purchase Date within a particular offering period be less than the Fair
Market Value per share of Common Stock on the start date of that offering
period, then that offering period shall automatically terminate immediately
after the purchase of shares of Common Stock on such Purchase Date, and a new
offering period shall commence on the next business day following such
Purchase Date. The new offering period shall have a duration of twenty (24)
months, unless a shorter duration is established by the Plan Administrator
within five (5) business days following the start date of that offering
period. All individuals participating in the terminated offering period shall
automatically be transferred to the new offering period.

V.       ELIGIBILITY

         A. Each individual who is an Eligible Employee on the start date of
any offering period under the Plan may enter that offering period on such
start date. However, an Eligible Employees may participate in only one
offering period at a time.

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         B. Except as provided in Section IV.D. above, an Eligible Employee
must, in order to participate in a particular offering period, complete the
enrollment forms prescribed by the Plan Administrator (including a stock
purchase agreement and a payroll deduction authorization) and file such forms
with the Plan Administrator (or its designate) on or before the start date of
that offering period.

VI.      PAYROLL DEDUCTIONS

         A. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock during an offering period may be any
multiple of one percent (1%) of the Cash Earnings paid to the Participant
during each Purchase Interval within that offering period, up to a maximum of
fifteen percent (15%). The deduction rate so authorized shall continue in
effect throughout the offering period, except to the extent such rate is
changed in accordance with the following guidelines:

            (i) The Participant may, at any time during the offering period,
         reduce his or her rate of payroll deduction to become effective as soon
         as possible after filing the appropriate form with the Plan
         Administrator. The Participant may not, however, effect more than one
         (1) such reduction per Purchase Interval.

            (ii) The Participant may, prior to the commencement of any new
         Purchase Interval within the offering period, increase the rate of his
         or her payroll deduction by filing the appropriate form with the Plan
         Administrator. The new rate (which may not exceed the fifteen percent
         (15%) maximum) shall become effective on the start date of the first
         Purchase Interval following the filing of such form.

         B. Payroll deductions shall begin on the first pay day
administratively feasible following the start date of the offering period and
shall (unless sooner terminated by the Participant) continue through the pay
day ending with or immediately prior to the last day of that offering period.
The amounts so collected shall be credited to the Participant's book account
under the Plan, but no interest shall be paid on the balance from time to
time outstanding in such account. The amounts collected from the Participant
shall not be required to be held in any segregated account or trust fund and
may be commingled with the general assets of the Corporation and used for
general corporate purposes.

         C. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.

         D. The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date, whether within
the same or a different offering period.

                                       3
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VII.     PURCHASE RIGHTS

         A. GRANT OF PURCHASE RIGHTS. A Participant shall be granted a
separate purchase right for each offering period in which he or she is
enrolled. The purchase right shall be granted on the start date of the
offering period and shall provide the Participant with the right to purchase
shares of Common Stock, in a series of successive installments during that
offering period, upon the terms set forth below. The Participant shall
execute a stock purchase agreement embodying such terms and such other
provisions (not inconsistent with the Plan) as the Plan Administrator may
deem advisable.

         Under no circumstances shall purchase rights be granted under the
Plan to any Eligible Employee if such individual would, immediately after the
grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of stock of
the Corporation or any Corporate Affiliate.

         B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date
within the offering period, and shares of Common Stock shall accordingly be
purchased on behalf of each Participant on each such Purchase Date. The
purchase shall be effected by applying the Participant's payroll deductions
for the Purchase Interval ending on such Purchase Date to the purchase of
whole shares of Common Stock at the purchase price in effect for the
Participant for that Purchase Date.

         C. PURCHASE PRICE. The purchase price per share at which Common
Stock will be purchased on the Participant's behalf on each Purchase Date
within the particular offering period in which he or she is enrolled shall be
equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value
per share of Common Stock on the start date of that offering period or (ii)
the Fair Market Value per share of Common Stock on that Purchase Date.

         D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common
Stock purchasable by a Participant on each Purchase Date during the
particular offering period in which he or she is enrolled shall be the number
of whole shares obtained by dividing the amount collected from the
Participant through payroll deductions during the Purchase Interval ending
with that Purchase Date by the purchase price in effect for the Participant
for that Purchase Date. However, the maximum number of shares of Common Stock
purchasable per Participant on any one Purchase Date shall not exceed 500
shares, subject to periodic adjustments in the event of certain changes in
the Corporation's capitalization. In addition, the maximum number of shares
of Common Stock purchasable in total by all Participants in the Plan on any
one Purchase Date shall not exceed 50,000 shares, subject to periodic
adjustments in the event of certain changes in the Corporation's
capitalization. However, the Plan Administrator shall have the discretionary
authority, exercisable prior to the start of any offering period under the
Plan, to increase or decrease the limitations to be in effect for the number
of shares purchasable per Participant and in total by all Participants
enrolled in that particular offering period on each Purchase Date which
occurs during that offering period.

                                       4

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         E.  EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to
the purchase of shares of Common Stock on any Purchase Date because they are
not sufficient to purchase a whole share of Common Stock shall be held for
the purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in
total by all Participants on the Purchase Date shall be promptly refunded.

         F.  TERMINATION OF PURCHASE RIGHT. The following provisions shall
govern the termination of outstanding purchase rights:

             (i)    A Participant may, at any time prior to the next
     scheduled Purchase Date in the offering period in which he or she is
     enrolled, terminate his or her outstanding purchase right by filing the
     appropriate form with the Plan Administrator (or its designate), and no
     further payroll deductions shall be collected from the Participant with
     respect to the terminated purchase right. Any payroll deductions
     collected during the Purchase Interval in which such termination occurs
     shall, at the Participant's election, be immediately refunded or held
     for the purchase of shares on the next Purchase Date. If no such
     election is made at the time such purchase right is terminated, then the
     payroll deductions collected with respect to the terminated right shall
     be refunded as soon as possible.

             (ii)   The termination of such purchase right shall be
     irrevocable, and the Participant may not subsequently rejoin the
     offering period for which the terminated purchase right was granted. In
     order to resume participation in any subsequent offering period, such
     individual must re-enroll in the Plan (by making a timely filing of the
     prescribed enrollment forms) on or before the start date of that
     offering period.

             (iii)  Should the Participant cease to remain an Eligible
     Employee for any reason (including death, disability or change in
     status) while his or her purchase right remains outstanding, then that
     purchase right shall immediately terminate, and all of the Participant's
     payroll deductions for the Purchase Interval in which the purchase right
     so terminates shall be immediately refunded. However, should the
     Participant cease to remain in active service by reason of an approved
     unpaid leave of absence, then the Participant shall have the right,
     exercisable up until the last business day of the Purchase Interval in
     which such leave commences, to (a) withdraw all the payroll deductions
     collected to date on his or her behalf for that Purchase Interval or (b)
     have such funds held for the purchase of shares on his or her behalf on
     the next scheduled Purchase Date. In no event, however, shall any
     further payroll deductions be collected on the Participant's behalf
     during such leave. Upon the Participant's return to active service (x)
     within ninety (90) days following the commencement of such leave or (y)
     prior to the expiration of any longer period for which such
     Participant's right

                                       5
<PAGE>


         to reemployment with the Corporation is guaranteed by statute or
         contract, his or her payroll deductions under the Plan shall
         automatically resume at the rate in effect at the time the leave began,
         unless the Participant withdraws from the Plan prior to his or her
         return. An individual who returns to active employment following a
         leave of absence that exceeds in duration the applicable (x) or (y)
         time period will be treated as a new Employee for purposes of
         subsequent participation in the Plan and must accordingly re-enroll in
         the Plan (by making a timely filing of the prescribed enrollment forms)
         on or before the start date of any subsequent offering period in which
         he or she wishes to participate.

         G.  CHANGE IN CONTROL. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase
of whole shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share
of Common Stock on the start date of the offering period in which such
individual is enrolled at the time of such Change in Control or (ii) the Fair
Market Value per share of Common Stock immediately prior to the effective
date of such Change in Control. However, the applicable limitation on the
number of shares of Common Stock purchasable per Participant shall continue
to apply to any such purchase, but not the limitation applicable to the
maximum number of shares of Common Stock purchasable in total by all
Participants in the Plan on any one Purchase Date.

         The Corporation shall use its best efforts to provide at least ten
(10) days' prior written notice of the occurrence of any Change in Control,
and Participants shall, following the receipt of such notice, have the right
to terminate their outstanding purchase rights prior to the effective date of
the Change in Control.

         H.  PRORATION OF PURCHASE RIGHTS. Should the total number of shares
of Common Stock to be purchased pursuant to outstanding purchase rights on
any particular date exceed the number of shares then available for issuance
under the Plan, the Plan Administrator shall make a pro-rata allocation of
the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the
aggregate purchase price payable for the Common Stock pro-rated to such
individual, shall be refunded.

         I.  ASSIGNABILITY. The purchase right shall be exercisable only by
the Participant and shall not be assignable or transferable by the
Participant.

         J.  STOCKHOLDER RIGHTS. A Participant shall have no stockholder
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in
accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.

                                       6
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     I.  ACCRUAL LIMITATIONS

         A.  No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if
and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan
and (ii) similar rights accrued under other employee stock purchase plans
(within the meaning of Code Section 423)) of the Corporation or any Corporate
Affiliate, would otherwise permit such Participant to purchase more than
Twenty-Five Thousand Dollars ($25,000.00) worth of stock of the Corporation
or any Corporate Affiliate (determined on the basis of the Fair Market Value
per share on the date or dates such rights are granted) for each calendar
year such rights are at any time outstanding.

         B.  For purposes of applying such accrual limitations to the
purchase rights granted under the Plan, the following provisions shall be in
effect:

             (i)   The right to acquire Common Stock under each outstanding
         purchase right shall accrue in a series of installments on each
         successive Purchase Date during the offering period on which such
         right remains outstanding.

             (ii)  No right to acquire Common Stock under any outstanding
         purchase right shall accrue to the extent the Participant has
         already accrued in the same calendar year the right to acquire
         Common Stock under one or more other purchase rights at a rate equal
         to Twenty-Five Thousand Dollars ($25,000.00) worth of Common Stock
         (determined on the basis of the Fair Market Value per share on the
         date or dates of grant) for each calendar year such rights were at
         any time outstanding.

         C.  If by reason of such accrual limitations, any purchase right of
a Participant does not accrue for a particular Purchase Interval, then the
payroll deductions that the Participant made during that Purchase Interval
with respect to such purchase right shall be promptly refunded.

         D.  In the event there is any conflict between the provisions of
this Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

     IX. EFFECTIVE DATE AND TERM OF THE PLAN

A The Plan was adopted by the Board on June 29, 2000, and shall become
effective at the Effective Time, provided no purchase rights granted under
the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all
applicable requirements of the 1933 Act (including the registration of the
shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock

                                       7
<PAGE>



exchange (or the Nasdaq National Market, if applicable) on which the Common
Stock is listed for trading and all other applicable requirements established
by law or regulation. In the event such stockholder approval is not obtained,
or such compliance is not effected, within twelve (12) months after the date
on which the Plan is adopted by the Board, the Plan shall terminate and have
no further force or effect, and all sums collected from Participants during
the initial offering period hereunder shall be refunded.

         B.  Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) the last business day in July 2010, (ii) the date on
which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on
which all purchase rights are exercised in connection with a Change in
Control. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.

     X.  AMENDMENT OF THE PLAN

         A.  The Board may alter, amend, suspend or terminate the Plan at any
time to become effective immediately following the close of any Purchase
Interval. However, the Plan may be amended or terminated immediately upon
Board action, if and to the extent necessary to assure that the Corporation
will not recognize, for financial reporting purposes, any compensation
expense in connection with the shares of Common Stock offered for purchase
under the Plan, should the financial accounting rules applicable to the Plan
at the Effective Time be subsequently revised so as to require the
Corporation to recognize compensation expense in the absence of such
amendment or termination.

         B.  In no event may the Board effect any of the following amendments
or revisions to the Plan without the approval of the Corporation's
stockholders: (i) increase the number of shares of Common Stock issuable
under the Plan, except for permissible adjustments in the event of certain
changes in the Corporation's capitalization, (ii) alter the purchase price
formula so as to reduce the purchase price payable for the shares of Common
Stock purchasable under the Plan or (iii) modify the eligibility requirements
for participation in the Plan.

         C.  On July 26, 2000, the Board amended and restated the Plan to
increase the maximum number of shares of Common Stock authorized for issuance
under the Plan by 160,000 shares, to 360,000 shares of Common Stock. The
Amendment was approved by the stockholders on July 26, 2000.

     XI. GENERAL PROVISIONS

         A.  All costs and expenses incurred in the administration of the
Plan shall be paid by the Corporation; however, each Plan Participant shall
bear all costs and expenses incurred by such individual in the sale or other
disposition of any shares purchased under the Plan.

         B.  Nothing in the Plan shall confer upon the Participant any right
to continue in the employ of the Corporation or any Corporate Affiliate for
any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Corporate Affiliate employing
such person) or of the Participant, which rights are hereby expressly
reserved by each, to terminate such person's employment at any time for any
reason, with or without cause.

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<PAGE>

         C.  The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.







                                       9

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                                   SCHEDULE A

                          CORPORATIONS PARTICIPATING IN
                          EMPLOYEE STOCK PURCHASE PLAN
                            AS OF THE EFFECTIVE TIME
                            ------------------------

                             Simple Technology, Inc.


<PAGE>




                                    APPENDIX

         The following definitions shall be in effect under the Plan:

         A.   BOARD shall mean the Corporation's Board of Directors.

         B.   CASH EARNINGS shall mean (i) the regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan plus
(ii) all overtime payments, bonuses, commissions, profit-sharing
distributions or other incentive-type payments received during such period.
Such Cash Earnings shall be calculated before deduction of (A) any income or
employment tax withholdings or (B) any contributions made by the Participant
to any Code Section 401(k) salary deferral plan or any Code Section 125
cafeteria benefit program now or hereafter established by the Corporation or
any Corporate Affiliate. However, Cash Earnings shall NOT include any
contributions made by the Corporation or any Corporate Affiliate on the
Participant's behalf to any employee benefit or welfare plan now or hereafter
established (other than Code Section 401(k) or Code Section 125 contributions
deducted from such Cash Earnings).

         C.    CHANGE IN CONTROL shall mean a change in ownership of the
Corporation pursuant to any of the following transactions:

         (i)   a merger or consolidation in which securities possessing more
         than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities are transferred to a person or
         persons different from the persons holding those securities
         immediately prior to such transaction, or

         (ii)  the sale, transfer or other disposition of all or substantially
         all of the assets of the Corporation in complete liquidation or
         dissolution of the Corporation, or

         (iii) the acquisition, directly or indirectly, by a person or
         related group of persons (other than the Corporation or a person
         that directly or indirectly controls, is controlled by or is under
         common control with the Corporation) of beneficial ownership (within
         the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
         more than fifty percent (50%) of the total combined voting power of
         the Corporation's outstanding securities pursuant to a tender or
         exchange offer made directly to the Corporation's stockholders.

         D.    CODE shall mean the Internal Revenue Code of 1986, as amended.

         E.    COMMON STOCK shall mean the Corporation's common stock.

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<PAGE>

         F.    CORPORATE AFFILIATE shall mean any parent or subsidiary
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.

         G.    CORPORATION shall mean Simple Technology, Inc., a California
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Simple Technology, Inc. that shall by appropriate
action adopt the Plan.

         H.    EFFECTIVE TIME shall mean the time at which the Underwriting
Agreement is executed and the Common Stock priced for the initial public
offering of such Common Stock. Any Corporate Affiliate that becomes a
Participating Corporation after such Effective Time shall designate a
subsequent Effective Time with respect to its employee-Participants.

         I.    ELIGIBLE EMPLOYEE shall mean any person who is employed by a
Participating Corporation on a basis under which he or she is regularly
expected to render more than twenty (20) hours of service per week for more
than five (5) months per calendar year for earnings considered wages under
Code Section 3401 (a).

         J.    FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

               (i)   If the Common Stock is at the time traded on the Nasdaq
         National Market, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question, as
         such price is reported by the National Association of Securities
         Dealers on the Nasdaq National Market and as published in THE WALL
         STREET JOURNAL. If there is no closing selling price for the Common
         Stock on the date in question, then the Fair Market Value shall be
         the closing selling price on the last preceding date for which such
         quotation exists.

               (ii)  If the Common Stock is at the time listed on any Stock
         Exchange, then the Fair Market Value shall be the closing selling
         price per share of Common Stock on the date in question on the Stock
         Exchange determined by the Plan Administrator to be the primary
         market for the Common Stock, as such price is officially quoted in
         the composite tape of transactions on such exchange and as published
         in THE WALL STREET JOURNAL. If there is no closing selling price for
         the Common Stock on the date in question, then the Fair Market Value
         shall be the closing selling price on the last preceding date for
         which such quotation exists.

               (iii) For purposes of the initial offering period that begins
         at the Effective Time, the Fair Market Value shall be deemed to be
         equal to the price per share at which the Common Stock is sold in
         the initial public offering pursuant to the Underwriting Agreement.

         K.    1933 ACT shall mean the Securities Act of 1933, as amended.


                                      A-2
<PAGE>

         L.    PARTICIPANT shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

         M.    PARTICIPATING CORPORATION shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by
the Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan are listed in attached Schedule A.

         N.    PLAN shall mean the Corporation's Employee Stock Purchase
Plan, as set forth in this document.

         O.    PLAN ADMINISTRATOR shall mean the committee of two (2) or more
Board members appointed by the Board to administer the Plan.

         P.    PURCHASE DATE shall mean the last business day of each
Purchase Interval. The initial Purchase Date shall be January 31, 2001.

         Q.    PURCHASE INTERVAL shall mean each successive six (6)-month
period within a particular offering period at the end of which there shall be
purchased shares of Common Stock on behalf of each Participant.

         R.    STOCK EXCHANGE shall mean either the American Stock Exchange
or the New York Stock Exchange.

         S.    UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

                                      A-3