RAMTRON INTERNATIONAL CORPORATION
                             1999 STOCK OPTION PLAN

1.  Establishment and Purpose of the Plan.

Ramtron International Corporation hereby establishes this 1999 Stock Option
Plan to promote the interests of the Company and its stockholders by (i)
helping to attract and retain the services of employees of the Company who
are in a position to make a material contribution to the successful operation
of the Company's business, (ii) motivating such persons, by means of
performance-related incentives, to achieve the Company's business goals and
(iii) enabling such persons to participate in the long-term growth and
financial success of the Company by providing them with an opportunity to
purchase stock of the Company.

2.  Definitions.

The following definitions shall apply throughout the Plan:

a.  "Affiliate" shall mean any entity that directly, or indirectly through
    one or more intermediaries, controls or is controlled by, or is under
    common control with, the Company.

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

c.  "Code" shall mean the Internal Revenue Code of 1986, as amended.
    References in the Plan to any section of the Code shall be deemed to
    include any amendment or successor provisions to such section and any
    regulations issued under such section.

d.  "Company" shall mean Ramtron International Corporation, a Delaware
    corporation (or any successor corporation), any "subsidiary" corporation,
    whether now or hereafter existing as defined in Section 424(f) and (g) of
    the Code, and any  "parent" corporation, whether now or hereafter
    existing, as defined in Sections 424(e) and (g) of the Code.

e.  "Continuous Employment" shall mean the absence of any interruption or
    termination of employment by the Company.  Continuous Employment shall
    not be considered interrupted in the case of sick leave, military leave,
    or any other leave of absence approved by the Board of Directors or in
    the case of transfers between locations of the Company.

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f.  "Disability" shall mean the inability of the Optionee to engage in any
    substantial gainful activity be reason of any medically determinable
    physical or mental impairment which can be expected to result in death or
    has lasted or can be expected to last for a continuous period of not less
    than 12 months.  In determining the Disability of the Optionee, the Board
    of Directors may require the Optionee to furnish proof of the existence
    of the Disability and may select a physician to examine the Optionee.
    The final determination as to the Disability of the Optionee shall be
    made by the Board of Directors.

g.  "Employee" shall mean any employee of the Company who is not an officer
    or director of the Company.

h.  "Fair Market Value" shall mean, with respect to Shares, the fair market
    value per Share on the date that an option is granted as determined by
    the Board of Directors in its sole discretion, exercised in good faith;
    provided, however, that where there is a public market for the Shares,
    the fair market value per Share shall be the closing price of the Shares
    on all securities exchanges on which the Shares may be listed, as of the
    date of grant, as reported in the Wall Street Journal, or if the Shares
    are not so listed on the date of grant, then the closing price quoted in
    the National Association of Securities Dealers Automated Quotation
    (Nasdaq) System as of 4:00 P.M., New York time, or, if the Shares are not
    quoted on the Nasdaq System, then the closing price of the Shares on the
    date of grant in the domestic over-the-counter market as reported by the
    National Quotation Bureau Incorporated, or any similar successor
    organization; provided that, if the grant date is not a trading day, such
    determination will be made as of the immediately preceding trading day.

i.  "Option" shall mean the grant of the right to an Employee pursuant to the
    Plan to purchase a specified number of Shares at a specified exercise
    price.  All Options granted under the Plan shall be non-qualified stock
    options that are not intended to meet the requirements of "incentive
    stock options" within the meaning of Section 422 of the Code.

j.  "Optioned Stock" shall mean the Shares subject to an Option.

k.  "Optionee" shall mean an Employee who is granted an Option under the
    Plan.

l.  "Plan" shall mean this Ramtron International Corporation 1999 Stock
    Option Plan as amended from time to time.

m.  "Shares" shall mean shares of the common stock of the Company, par value
    per share of $0.01, or any shares into which such Shares may be converted
    in accordance with Section 9 of the Plan.

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n.  "Termination for Cause" shall mean termination of employment as a result
    of (i) any act or acts by the Optionee constituting a felony under any
    federal, state or local law; (ii) the Optinee's willful and continued
    failure to perform the duties assigned to him or her as an Employee;
    (iii) any material breach by the Optionee of any agreement with the
    Company concerning his or her employment or other understanding
    concerning the terms and conditions of employment by the Company;
    (iv) dishonesty, gross negligence or malfeasance by the Optionee in the
    performance of his or her duties as an Employee or any conduct by the
    Optionee which involves a material conflict of interest with any business
    of the Company; or (v) the Optinee's taking or knowingly omitting to take
    any other action or actions in the performance of Optionee's duties as an
    Employee without informing appropriate members of management to whom such
    Optionee reports, which action or actions, in the detemination of the
    Board of Directors , have caused or substantially contributed to the
    material deterioration in the business of the Company.

3.  Shares Reserved.

The maximum aggregate number of Shares reserved for issuance pursuant to the
Plan shall be 700,000 Shares or the number of shares of stock to which such
Shares shall be adjusted as provided in Section 9 of the Plan.  Such number
of Shares may be set aside out of authorized but unissued Shares not reserved
for any other purpose, or out of issued Shares acquired for and held in the
treasury of the Company from time to time.

Shares subject to, but not sold or issued under, any Option terminating,
expiring or canceled for any reason prior to its exercise in full, shall
again be available for Options thereafter granted under the Plan, and the
same shall not be deemed an increase in the number of Shares reserved for
issuance under the Plan.  Any Shares which may be tendered, actually or by
attestation, by an Optionee as full or partial payment in connection with the
exercise of any Option under the Plan shall again be available for Options
thereafter granted during the remainder of the Plan.

4.  Administration of the Plan.

a.  Unless otherwise determined by the Board of Directors, as evidenced by a
    resolution duly adopted by the Board of Directors, the Plan shall be
    administered by the Board of Directors.

b.  Subject to the provisions of the Plan, the Board of Directors shall have
    the authority, in its discretion: (i) to determine, upon review of
    relevant information, the Fair Market Value per Share; (ii) to determine
    the exercise price of the Options to be granted to Employees, in
    accordance with Section 6(d) of the Plan; (iii) to determine the
    Employees to whom, and the time or times at which, Options shall be
    granted and the number of Shares subject to each Option; (iv) to
    prescribe, amend and rescind rules and regulations relating to the Plan

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    subject to the limitations set forth in Section 10 of the Plan; (v) to
    determine the terms and provisions of each Option granted under the Plan
    (which need not be identical with the terms of other Options) and, with
    the consent of the holder thereof, modify or amend an outstanding Option;
    (vi) to accelerate the exercise date of any Option; (vii) to determine
    whether any Optionee will be required to execute a stock purchase
    agreement or other agreement as a condition to the exercise of an Option,
    and to determine the terms and provisions of any such agreement (which
    need not be identical with the terms of any other such agreement) and to
    amend any such agreement; (viii) to interpret the Plan or any agreement
    entered into with respect to the grant or exercise of Options and to
    determine the eligibility of an Employee for benefits hereunder and the
    amount thereof; (ix) to authorize any person to execute on behalf of the
    Company any instrument required to effectuate the grant of an Option
    previously granted or to take such other actions as may be necessary or
    appropriate with respect to the Company's rights pursuant to Options or
    agreements relating to the grant or exercise thereof; (x) to cancel any
    outstanding Options and grant to an Optionee in replacement thereof such
    number of Options on such terms and conditions as the Board of Directors
    shall determine; and (xi) to make such other determinations and establish
    such other procedures as it deems necessary or advisable for the
    administration of the Plan.

c.  All decisions, determinations and interpretations of the Board of
    Directors shall be final and binding on all Optionees and any other
    holders of any Options granted under the Plan.

d.  The Board of Directors shall keep minutes of its meetings and of the
    actions taken by it without a meeting.  A majority of the Board of
    Directors shall constitute a quorum, and the actions of a majority at a
    meeting, including a telephone meeting, at which a quorum is present, or
    acts approved in writing by a majority of the members of the Board of
    Directors without a meeting, shall constitute acts of the Board of
    Directors.

e.  The Company shall pay all original issue and transfer taxes with respect
    to the grant of Options and/or the issue and transfer of Shares pursuant
    to the exercise thereof, and all other fees and expenses necessarily
    incurred by the Company in connection therewith; provided, however, that
    the person exercising an Option shall be responsible for all payroll,
    withholding, income and other taxes incurred by such person on the date
    of exercise of an Option or transfer of Shares.

5.  Eligibility.

Options may be granted only to Employees, as defined under Section 2 of the
Plan; accordingly, officers and directors of the Company are specifically
excluded from participation in the Plan.  An Employee who has been granted an
Option may be granted, if he or she is otherwise eligible, additional
Options.  In the event that an employee to whom an Option is granted under
the Plan shall, subsequent to the date of the Option grant, become an officer
or director of the Company, such employee shall cease to be eligible to
participate in the Plan with respect to any further Option grants; provided,
however, that Options granted to such employee under the Plan prior to his or
her becoming an officer or director shall not be affected thereby.

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6.  Terms and Conditions of Option.

Options granted pursuant to the Plan by the Board of Directors shall be
evidenced by an Option Agreement providing, in addition to such other terms
as the Board of Directors may deem advisable, the following terms and
conditions:

a.  Time of Granting Options.  The date of grant of an Option shall be, for
    all purposes, the date on which the Board of Directors makes the
    determination granting such Option; provided, however, that if the Board
    of Directors determines that such grant shall be effective as of some
    future date, the date of grant shall be as of such future date.  Notice
    of the determination shall be given to each Optionee within a reasonable
    time after the date of such grant.

b.  Number of Shares.  Each Option Agreement shall state the number of Shares
    to which it pertains.

c.  Vesting.  Options granted under the Plan shall vest as determined by the
    Board of Directors, in its sole and absolute discretion, from time to
    time, which may include installment or performance vesting or other
    contingent vesting provisions.

d.  Exercise Price. The exercise price per Share for the Shares to be issued
    pursuant to exercise of an Option shall be such price as is determined by
    the Board of Directors as of the date of grant; provided, however, that
    such price shall in no event be less than 95% of the Fair Market Value on
    the date of grant.

e.  Medium and Time of Payment.  The consideration to be paid for the Shares
    to be issued upon exercise of an Option, including the method of payment,
    shall be determined by the Board of Directors on the date of grant and
    may consist entirely of (1) cash, check or full recourse promissory notes
    or (2) Shares having a Fair Market Value on the date of surrender (either
    actually or by attestation) equal to the aggregate exercise price of the
    Shares to which said Option shall be exercised, or any combination of
    such methods of payment, or such other consideration and method of
    payment for the issuance of Shares permitted under any laws to which the
    Company is subject which is approved by the Board of Directors in its
    discretion; provided, however that the Optionee shall be required to pay
    in cash an amount necessary to satisfy the Company's tax withholding
    obligations.  Payment of the exercise price specified in the Option may
    also be made in accordance with procedures for a "cashless exercise"
    (including the delivery of an irrevocable notice of exercise) as the same
    may be established from time to time by the Company to facilitate
    exercises of Options and sales of Shares under this Plan.

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If the consideration for the exercise of an Option is a promissory note, it
shall be a full recourse promissory note executed by the Optionee, bearing
interest at a test rate which shall be sufficient to preclude the imputation
of interest under the applicable provisions of the Code.  Until such time as
the promissory note has been paid in full, the Company may retain the Shares
purchased upon exercise of the Option in escrow as security as security for
payment of the promissory note.

If the consideration for the exercise of an Option is the actual surrender of
previously acquired and owned Shares, the Optionee will be required to make
representations and warranties satisfactory to the Company regarding his or
her title to the Shares used to effect the purchase, including without
limitation representations and warranties that the Optionee has good and
marketable title to such Shares free and clear of any and all liens,
encumbrances, charges, equities, claims, security interests, options or
restrictions, and has full power to deliver such Shares without obtaining the
consent or approval of any person or government authority other than those
which have already given consent or approval in a manner satisfactory to the
Company.  The value of the Shares used to effect the purchase shall be the
Fair Market Value of such Shares on the date of exercise as determined by the
Board of Directors in its sole discretion exercised in good faith.

f.  Term of Options.  The term of an Option may be up to ten years plus one
day from the date of grant thereof.  The term of any Option may be less than
the maximum term provided for herein as specified by the Board of Directors
upon grant of the Option and as set forth herein.

7.  Exercise of Option.

a.  In General.  Any Option granted hereunder shall be exercisable at such
    times and under such conditions as determined by the Board of Directors
    and as shall be permissible under the Plan, including any performance or
    other criteria with respect to the Company and/or the Optionee, as may be
    determined by the Board of Directors.

    An Option may be exercised in accordance with the provisions of the Plan
    as to all or any portion of the Shares then exercisable under an Option
    from time to time during the term of the Option.  However, an Option may
    not be exercised for a fraction of a Share.

b.  Procedure.  An Option shall be deemed to be exercised when written notice
    of such exercise has been given to the Company at its principal business
    office in accordance with the terms of the Option Agreement by the person
    entitled to exercise the Option and full payment for the Shares with
    respect to which the Option is exercised has been received by the
    Company, accompanied by any other agreements required by the terms of the
    Plan and/or Option Agreement or as required by the Board of Directors and
    payment by the Optionee of all payroll, withholding or income taxes
    incurred in connection with such Option exercise (or evidence that
    arrangements for the collection or payment of such tax satisfactory to
    the Committee have been made).  Full payment may consist of such
    consideration and method of payment allowable under Section 6(e) of the
    Plan.

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c.  Decrease in Available Shares.  Exercise of an Option in any manner shall
    result in a decrease in the number of Shares which thereafter may be
    available, both for purposes of the Plan and for sale under the Option,
    by the number of Shares as to which the Option is exercised, except if
    the Option is exercised by tendering Shares, either actually or by
    attestation.

d.  Exercise of Stockholder Rights.  Until the Option is properly exercised
    in accordance with the terms of this Section 7, no right to vote or
    receive dividends or any other rights as a stockholder shall exist with
    respect to the Optioned Stock.  No adjustment will be made for a dividend
    or other right for which the record date is prior to the date the Option
    is exercised, except as provided in Section 10 of the Plan.

e.  Termination of Continuous Employment. If an Employee's Continuous
    Employment with the Company terminates for any reason other than death,
    Disability or Termination for Cause, he or she may exercise his or her
    Option to the extent the Option  was exercisable as of the date of such
    termination, but only within 90 days following the date of such
    termination (subject to any earlier termination of the Option as provided
    by its terms).

    The Board of Directors, at any time, may extend beyond 90 days the period
    of time during which an Optionee may exercise his or her Option following
    the date on which his or her Continuous Employment with the Company
    terminates for any reason other than death, Disability or Termination for
    Cause.

    Notwithstanding the forgoing, an Option shall not be exercisable after
    the expiration of the term of such Option, as set forth in the Option
    Agreement, and, unless otherwise amended by the Board of Directors, an
    Option may be exercised only to the extent the Optionee was entitled to
    exercise it on the date his or her Continuous Employment with the Company
    terminated.  To the extent the Optionee does not exercise his or her
    Option, to the extent exercisable, within the time specified herein, the
    Option shall terminate.

f.  Death or Disability of Optionee.  If an Optionee's Continuous Employment
    with the Company terminates due to death or Disability of the Optionee,
    the Option may be exercised, in the case of death, by the Optionee's
    estate or be a person who acquired the right to exercise the Option be
    bequest or inheritance, or, in the case of Disability, by the Optionee,
    within one year following the date of such termination (subject to any
    earlier termination of the Option as provided by its terms).

    Notwithstanding the forgoing, an Option shall not be exercisable after
    the expiration of the term of such Option, as set forth in the Option
    Agreement, and, unless otherwise amended by the Board of Directors, an
    Option may be exercised only to the extent the Optionee was entitled to
    exercise it on the date his or her Continuous Employment with the Company
    terminated.  To the extent the Optionee does not exercise his or her
    Option, to the extent exercisable, within the time specified herein, the
    Option shall terminate.

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g.  Termination for Cause. If an Optionee's Continuous Employment with the
    Company terminates due his or her Termination for Cause, he or she may
    exercise his or her Option to the extent the Option was exercisable as of
    the date of such termination, but only within 30 days following the date
    of such Termination for Cause (subject to any earlier termination of the
    Option as provided by its terms).

    Notwithstanding the forgoing, an Option shall not be exercisable after
    the expiration of the term of such Option, as set forth in the Option
    Agreement, and, unless otherwise amended by the Board of Directors, an
    Option may be exercised only to the extent the Optionee was entitled to
    exercise it on the date his or her Continuous Employment with the Company
    terminated.  To the extent the Optionee does not exercise his or her
    Option, to the extent exercisable, within the time specified herein, the
    Option shall terminate.

h.  Expiration of Option.  Notwithstanding any provision in the Plan,
    including but not limited to the provisions set forth in Section 7(e) and
    7(f), an Option may not be exercised, under any circumstances, after the
    expiration of its term.

i.  Conditions on Exercise and Issuance. As soon as practicable after any
    proper exercise of an Option in accordance with the provisions of the
    Plan, the Company shall deliver to the Optionee at the principal
    executive office of the Company or such other place as shall be mutually
    agreed upon between the Company and the Optionee, a certificate or
    certificates representing the Shares for which the Option shall have been
    exercised.  The time of issuance and delivery of the certificate or
    certificates representing the Shares for which the Option shall have been
    exercised may be postponed by the Company for such period as may be
    required by the Company, with reasonable diligence, to comply with any
    law or regulation applicable to the issuance or delivery of such Shares.

    Options granted under the Plan are conditioned upon the Company obtaining
    any required permit or order from appropriate governmental agencies,
    authorizing the Company to issue such Options and Shares issuable upon
    exercise thereof.  Shares shall not be issued pursuant to the exercise of
    an Option unless the exercise of such Option and the issuance and
    delivery of such Shares pursuant thereto shall comply with all relevant
    provisions of law, including, without limitation, the Securities Act of
    1933, as amended, the Securities Exchange Act of 1934, as amended,
    applicable state law, the rules and regulations promulgated thereunder,
    and the requirements of any stock exchange upon which the Shares may then
    be listed, and may be further subject to the approval of counsel for the
    Company with respect to such compliance.

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j.  Withholding or Deduction for Taxes.  If, at any time, the Company, any
    Parent or Subsidiary is required, under applicable laws and regulations,
    to withhold, or to make any deduction for, any taxes or take any other
    action in connection with any Option exercise made hereunder or transfer
    of Shares, the Company, such Parent or Subsidiary shall have the right to
    deduct from all amounts paid in cash any taxes required by law to be
    withheld there from, and, in the case of Shares, the Optionee or his or
    her estate or beneficiary shall be required to pay to the Company, such
    Parent or Subsidiary the amount of taxes required to be withheld, or, in
    lieu thereof, the Company, such Parent or Subsidiary shall have the right
    to retain, or sell without notice, a sufficient number of Shares to cover
    the amount required to be withheld, or to make other arrangements with
    respect to withholding as it shall deem appropriate.  The Board of
    Directors may, in its discretion, permit an Optionee to elect, subject to
    such conditions as the Board of Directors shall impose to deliver to the
    Company previously acquired Shares having a fair market value sufficient
    to satisfy all or part of the Optionee's estimated total tax obligation
    associated with the transaction.

8.  Nontransferability of Options.

    Options granted under the Plan may not be sold, pledged, assigned,
    hypotheticated, gifted, transferred, or disposed of in any manner,
    voluntarily or involuntarily by operation of law, other than by will or
    by the laws of descent or distribution or transfers between spouses
    incident to a divorce, and any such attempt may result, at the discretion
    of the Board of Directors, in the termination of such Options.  During
    the lifetime of the Optionee, his or her Option may be exercised only by
    the  Optionee or his or her legal guardian.

9.  Adjustments Upon Change in Corporate Structure.

a.  Subject to any required action by the stockholders of the Company, the
    number of Shares covered by each outstanding Option, and the number of
    Shares which have been authorized for issuance under the Plan but as to
    which no Options have yet been granted or which have been returned to the
    Plan upon cancellation or expiration of an Option, as well as the
    exercise or purchase price per Share covered by each such outstanding
    Option, shall be proportionately adjusted for any increase or decrease in
    the number of issued Shares resulting from a stock split or combination,
    the payment of a stock dividend, recapitalization, merger, consolidation,
    exchange, spin-off, or any other increase or decrease in the number of
    issued Shares effected without receipt of consideration by the Company
    (other than stock awards to Employees), as may be necessary to prevent
    dilution or enlargement of rights; provided, however, that the conversion
    of any convertible securities of the Company shall not be deemed to have
    been "effected without receipt of consideration.  Any such adjustment
    shall be made by the Board of Directors, in its sole discretion, whose
    determination in that respect shall be final, binding and conclusive.
    The existence of the Plan and outstanding Options shall not limit or
    affect in any way the right or power of the company to engage in any such
    transactions.

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b.  In the event of the proposed dissolution or liquidation of the Company,
    or in the event of a proposed sale of all or substantially all of the
    assets or stock of the Company (other than in the ordinary course of
    business), or the merger or consolidation of the company with or into
    another corporation, as a result of which the Company is not the
    surviving and controlling corporation or as a result of which the
    outstanding Shares are exchanged or converted into cash or property or
    securities not of the company, the Board of Directors shall (i) make
    provision for the assumption of all outstanding  Options by the successor
    corporation or (ii) declare that any Option shall terminate as of a date
    fixed by the Board of Directors which is at least 30 days after the
    notice thereof to the Optionee, unless such 30-day period is waived by
    the Optionee, and shall give each Optionee the right to exercise the
    Option as to all or any part of the Optioned Stock, including Shares
    covered by the Option as to which the Option would not otherwise be
    exercisable, provided such exercise does not violate Section 7(e) of the
    Plan.  In the event the Company elects to comply with Section 9(b)(i) and
    the Optionee's Continuous Employment is subsequently terminated (other
    than by a voluntary termination by the Optionee of Termination for Cause)
    prior to the time such Optionee's Options are fully vested, such
    Optionee's Options shall be fully and immediately vested and such
    Optionee shall have the right to exercise his or her Options as to all or
    any part of the Optioned Stock including Shares as to which the Options
    would not otherwise be exercisable, provided such exercise does not
    violate Section 7(e) of the Plan.

c.  No fractional Shares shall be issuable on account of any action
    aforesaid, and the aggregate number of shares into which Shares then
    covered by the Option, when changed as the result of such action, shall
    be reduced to the largest number of whole shares resulting from such
    action, unless the Board of Directors, in its sole discretion, shall
    determine to issue scrip certificates in respect to any fractional
    shares, which scrip certificates, in such event shall be in a form and
    have such terms and conditions as the Board of Directors in its
    discretion shall prescribe.

10.  Amendment and Termination of the Plan.

a.  Amendment and Termination.  The Board of Directors may amend or terminate
    the Plan from time to time in such respects as the Board of Directors may
    deem advisable.

b.  Effect of Amendment or Termination.  Except as otherwise provided in
    Section 9 of the Plan, any amendment or termination of the Plan shall not
    affect Options already granted and such Options shall remain in full
    force and effect as if this Plan had not been amended or terminated,
    unless mutually agreed otherwise between the Optionee and the Company,
    which agreement must be in writing and signed by the Optionee and the
    Company.

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11.  Indemnification.

No member of the Board of Directors shall be liable for any act or action
taken, whether of commission or omission, except in circumstances involving
actual bad faith, or for any act or action taken, whether of commission or
omission, by any other member or by any officer, agent, or employee.  In
addition to such other rights of indemnification, as they may have as members
of the Board of Directors, the Board of Directors shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees actually
and necessarily incurred, in connection with the defense of any action, suit
or proceeding, or in connection with any appeal therein, to which they or any
of them may be a party by reason of any act or action taken, by commission or
omission, in connection with the Plan or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Board of Directors member is liable
for actual bad faith in the performance of his or her duties; provided that
within 60 days after institution of any such action, suit or proceeding, a
Board of Directors member shall in writing offer the Company the opportunity,
at its own expense, to handle and defend the same.
12.  Reservation of Shares.

The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

13.  General Provisions.

a.  Other Plans.  Nothing contained in the Plan shall prohibit the company
    from establishing additional incentive compensation arrangements.

b.  No Enlargement of Rights.  Neither the Plan, nor the granting of Shares,
    nor any other action taken pursuant tot he Plan shall constitute or be
    evidence of any agreement or understanding, express or implied, that the
    company will retain an Employee in employment for any period of time, or
    at any particular rate of compensation.  Nothing in the Plan shall be
    deemed to limit or affect the right of the company to terminate the
    employment of any Employee thereof at any time for any reason or no
    reason.

c.  Notice.  Any notice given to the Company pursuant to the provisions of
    the Plan shall be addressed to the company in care of its Secretary (or
    such other person as the company may designate from time to time) at its
    principal office, and any notice to be given to an Optionee to whom an
    Option is granted hereunder shall be delivered personally or addressed to
    him or her at the address given beneath his or her signature on his or
    her Option Agreement, or at such other address as such Optionee or his or
    her transferee (upon the transfer of the Optioned Stock) may hereinafter

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    designate to the Company in writing.  Any such notice shall be deemed
    duly given when enclosed in a properly sealed envelope or wrapper
    addressed as aforesaid, registered or certified, and deposited, postage
    and registry or certification fee prepaid, in a post office or branch
    post office regularly maintained by the United States Postal Service. It
    shall be the obligation of each Optionee holding Shares purchased upon
    exercise of an Option to provide the Secretary of the Company, by letter
    mailed as provided hereinabove, with written notice of his or her direct
    mailing address.

d.  Legends on Certificates.  Unless an appropriate registration statement is
    filed pursuant to the Securities Act of 1933, as amended, with respect to
    the Options and Shares issuable under this Plan, each document or
    certificate representing such Options or Shares shall be endorsed thereon
    with a legend substantially as follows:

    "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
    1933, AS AMENDED, and have been acquired for investment and not with a
    view to, or in connection with, the sale or distribution thereof.  No
    sale, transfer or distribution may be effected without an effective
    registration statement relating thereto or an opinion of counsel
    satisfactory to the company that such REGISTRATION IS NOT REQUIRED."

    Each document or certificate representing the Options or Shares issuable
    under the Plan shall also contain legends as may be required under
    applicable blue sky laws or by any agreement the execution of which is a
    condition to the exercise of an Option under this Plan.

e.  Applicable Law.  To the extent that federal laws do not otherwise
    control, the Plan shall be governed by and construed in accordance with
    the law of the state of Delaware, without regard to the conflict of law
    rules thereof.

f.  Information to Optionees.  The Company shall provide, upon request,
    without charge  to each Optionee copies of such annual and periodic
    reports as are provided by the Company to its stockholders generally.

g.  Availability of Plan.  A copy of the plan shall be delivered to the
    Secretary of the Company and shall be shown by him or her to any eligible
    person inquiring about it.

h.  Severability.  In the event that any provision of the Plan is found to be
    invalid or otherwise unenforceable under any applicable law, such
    invalidity or unenforceability shall not be construed as rendering any
    other provisions contained herein as invalid or unenforceable, and all
    such other provisions shall be given full force and effect to the same
    extent as though the invalid or unenforceable provision was not contained
    herein.

14.  Effective Date and Term of Plan.

The Plan shall become effective upon Board of Directors approval of the Plan
and shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 10 of the Plan.

                                  Page-167
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