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                                                                    Exhibit 10.5

                                                            AMENDED MAY 18, 1998
                                                      AMENDED SEPTEMBER 11, 1998


                                FUTURETENSE, INC.

                            1996 STOCK INCENTIVE PLAN


         1.       PURPOSE

         The purpose of this 1996 Stock Incentive Plan (the "Plan") is to
encourage key employees, directors, and consultants of FutureTense, Inc. (the
"Company") and its Subsidiaries (as hereinafter defined) to continue their
association with the Company by providing favorable opportunities for them to
participate in the ownership of the Company and in its future growth through the
granting of stock, stock options, and other rights to compensation in amounts
determined by the value of the Company's stock. The term "Subsidiary" as used in
the Plan means a corporation of which the Company owns, directly or indirectly
through an unbroken chain of ownership, fifty percent (50%) or more of the total
combined voting power of all classes of stock.

         2.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors (the
"Board"), or by the Board itself. The Committee shall from time to time
determine to whom options or other rights shall be granted under the Plan,
whether options granted shall be incentive stock options ("ISOs") or
nonqualified stock options ("NSOs"), the terms of the options or other rights,
and the number of shares which may be granted under options. The Committee shall
report to the Board the names of individuals to whom stock or options or other
rights are to be granted, the number of shares covered and the terms and
conditions of each grant. The determinations described in this paragraph may be
made by the Committee or by the Board, as the Board shall direct in its
discretion, and references in the Plan to the Committee shall be understood to
refer to the Board in any such case.

         The Committee shall select one of its members as Chairman and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
options granted thereunder (the "Options"), and of Common Stock transferred
subject to restrictions under the Plan ("Restricted Stock") and stock
appreciation rights granted under the Plan ("SARs") (collectively, "Other
Rights") shall be subject to the determination of the Committee, which shall be
final and binding. The Plan shall be administered in such a manner as to permit
those Options granted hereunder

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and specially designated under Section 5 hereof as an ISO to qualify as
incentive stock options as described in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").

         3.       STOCK SUBJECT TO THE PLAN

         The total number of shares of stock which may be subject to Options and
Other Rights under the Plan shall be 3,217,720 shares of the Company's Common
Stock, $0.0002 par value per share, from either authorized but unissued shares
or treasury shares. The number of shares stated in this Section 3 shall be
subject to adjustment in accordance with the provisions of Section 10. Shares of
Restricted Stock that fail to vest, and shares of Common Stock subject to an
Option that is neither fully exercised prior to its expiration or other
termination nor terminated by reason of the exercise of an SAR related to the
Option, shall again become available for grant under the terms of the Plan.

         4.       ELIGIBILITY

         The individuals who shall be eligible for grant of Options and Other
Rights under the Plan shall be key employees and other individuals who render
services of special importance to the management, operation, or development of
the Company or a Subsidiary, and who have contributed or may be expected to
contribute materially to the success of the Company or a Subsidiary. ISOs shall
not be granted to any individual who is not an employee of the Company or a
Subsidiary. The term "Optionee," as used in the Plan, refers to any individual
to whom an Option or Other Right has been granted.

         5.       TERMS AND CONDITIONS OF OPTIONS

         Every option shall be evidenced by a written Stock Option Agreement in
such form as the Committee shall approve from time to time, specifying the
number of shares of Common Stock that may be purchased pursuant to the Option,
the time or times at which the Option shall become exercisable in whole or in
part, whether the Option is intended to be an ISO or an NSO, and such other
terms and conditions as the Committee shall approve, and containing or
incorporating by reference the following terms and conditions:

                  (a) DURATION. The duration of each Option shall be as
         specified by the Committee in its discretion; provided, however, that
         no ISO shall expire later than ten (10) years from its date of grant,
         and no ISO granted to an employee who owns (directly or under the
         attribution rules of Section 424(d) of the Code) stock possessing more
         than ten percent (10%) of the total combined voting power of all
         classes of stock of the Company or any Subsidiary shall expire later
         than five (5) years from its date of grant.

                  (b) EXERCISE PRICE. The exercise price of each option shall be
         any lawful consideration, as specified by the Committee in its
         discretion; provided, however, that the price with respect to an ISO
         shall be at least one hundred percent (100%) of the

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         fair market value of the shares on the date on which the Committee
         awards the Option, which shall be considered the date of grant of the
         Option for purposes of fixing the price; and provided further that the
         price with respect to an ISO granted to an employee who at the time of
         grant owns (directly or under the attribution rules of Section 424(d)
         of the Code) stock representing more than ten percent (10%) of the
         voting power of all classes of stock of the Company or of any
         Subsidiary shall be at least one hundred ten percent (110%) of the fair
         market value of the shares on the date of grant of the ISO. For
         purposes of the Plan, except as may be otherwise explicitly provided in
         the Plan or in any Stock Option Agreement, Restricted Stock Agreement,
         SAR Agreement or similar document, the "fair market value" of a share
         of Common Stock at any particular date shall be determined according to
         the following rules: (i) if the Common Stock is not at the time listed
         or admitted to trading on a stock exchange or the Nasdaq National
         Market, the fair market value shall be the closing price of the Common
         Stock on the date in question in the over-the-counter market, as such
         price is reported in a publication of general circulation selected by
         the Board and regularly reporting the price of the Common Stock in such
         market; provided, however, that if the price of the Common Stock is not
         so reported, the fair market value shall be determined in good faith by
         the Board; or (ii) if the Common Stock is at the time listed or
         admitted to trading on any stock exchange or the Nasdaq National
         Market, then the fair market value shall be the mean between the lowest
         and highest reported sale prices (or the lowest reported bid price and
         the highest reported asked price) of the Common Stock on the date in
         question on the principal exchange on which the Common Stock is then
         listed or admitted to trading. If no reported sale of Common Stock
         takes place on the date in question on the principal exchange or the
         Nasdaq National Market, as the case may be, then the reported closing
         sale price (or the reported closing asked price) of the Common Stock on
         such date on the principal exchange or the Nasdaq National Market, as
         the case may be, shall be determinative of fair market value.

                  (c) METHOD OF EXERCISE. To the extent that it has become
         exercisable under the terms of the Stock Option Agreement, an Option
         may be exercised from time to time by written notice to the Chief
         Financial officer of the Company stating the number of shares with
         respect to which the Option is being exercised and accompanied by
         payment of the exercise price in cash or check payable to the Company
         or, if the Stock Option Agreement so provides, other payment or deemed
         payment described in this subsection 5 (c). Such notice shall be
         delivered in person or by facsimile transmission to the Chief Financial
         Officer of the Company or shall be sent by registered mail, return
         receipt requested, to the Chief Financial Officer of the Company, in
         which case delivery shall be deemed made on the date such notice is
         deposited in the mail.

                  Alternatively, payment of the exercise price may be made:

                           (1) In whole or in part, in shares of Common Stock
                  already owned by the Optionee provided that such shares are
                  fully vested and free of all liens, claims, and encumbrances
                  of any kind; provided, further, that the Optionee may

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                  not make payment in shares of Common Stock that he acquired
                  upon the earlier exercise of any ISO, unless he has held the
                  shares until at least two (2) years after the date the ISO was
                  granted and at least one (1) year after the date the ISO was
                  exercised. If payment is made in whole or in part in shares of
                  Common Stock, then the Optionee shall deliver to the Company
                  certificates registered in his name representing a number of
                  shares of Common Stock legally and beneficially owned by him,
                  fully vested and free of all liens, claims, and encumbrances
                  of every kind and having a fair market value on the date of
                  delivery that is not greater than the exercise price, such
                  certificates to be duly endorsed, or accompanied by stock
                  powers duly endorsed, by the record holder of the shares
                  represented by such certificates. If the exercise price
                  exceeds the fair market value of the shares for which
                  certificates are delivered, the Optionee shall also deliver
                  cash or a check payable to the order of the Company in an
                  amount equal to the amount of that excess or, if the Stock
                  Option Agreement so provides, his promissory note as described
                  in the next following paragraph of this subsection 5(c); or

                                    (2) In whole or in part by delivery of the
                  Optionee's recourse promissory note, in a form specified by
                  the Company, secured by the Common Stock acquired upon
                  exercise of the Option and such other security as the
                  Committee may require.

                  Alternatively, options may be exercised by means of a
         "cashless exercise" procedure approved in all respects in advance by
         the Committee, in which a broker: (i) transmits the option price to the
         Company in cash or acceptable cash equivalents, either (1) against the
         Optionee's notice of exercise and the Company's confirmation that it
         will deliver to the broker stock certificates issued in the name of the
         broker for at least that number of shares having a fair market value
         equal to the option price, or (2) as the proceeds of a margin loan to
         the Optionee; or (ii) agrees to pay the option price to the Company in
         cash or acceptable cash equivalents upon the broker's receipt from the
         Company of stock certificates issued in the name of the broker for at
         least that number of shares having a fair market value equal to the
         option price. The Optionee's written notice of exercise of an option
         pursuant to a "cashless exercise" procedure must include the name and
         address of the broker involved, a clear description of the procedure,
         and such other information or undertaking by the broker as the
         Committee shall reasonably require.

                  At the time specified in an Optionee's notice of exercise, the
         Company shall, without issue or transfer tax to the Optionee, deliver
         to him at the main office of the Company, or such other place as shall
         be mutually acceptable, a certificate for the shares as to which his
         option is exercised. If the Optionee fails to pay for or to accept
         delivery of all or any part of the number of shares specified in his
         notice upon tender of delivery thereof, his right to exercise the
         Option with respect to those shares shall be terminated, unless the
         Company otherwise agrees.
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                  (d) RELOAD OPTIONS. The Committee may, in its discretion,
         provide in the terms of any Stock Option Agreement that if the Optionee
         delivers shares of Common Stock already owned in full or partial
         payment of the option price, or in full partial payment of the tax
         withholding obligations incurred on account of the exercise of the
         option, the Optionee shall, either automatically and immediately upon
         such exercise, or in the discretion of the Committee upon such
         exercise, be granted a new option (a "Reload Option") to purchase that
         number of shares of Common Stock delivered by the Optionee to the
         Company, on such terms and conditions as the Committee may determine
         under the terms of the Plan. The exercise price for shares subject to a
         Reload Option shall be not less than one hundred percent (100%) of the
         fair market value of the shares on the date of grant of the Reload
         Option, and the duration of a Reload Option shall be equal to the
         unexpired term of the exercised Option on the date of exercise.

                  (e) NOTICE OF ISO STOCK DISPOSITION. The Optionee must notify
         the Company promptly in the event that he sells, transfers, exchanges
         or otherwise disposes of any shares of Common Stock issued upon
         exercise of an ISO, before the later of (i) the second anniversary of
         the date of grant of the ISO, and (ii) the first anniversary of the
         date the shares were issued upon his exercise of the ISO.

                  (f) EFFECT OF CESSATION OF EMPLOYMENT. The Committee shall
         determine in its discretion and specify in each Stock Option Agreement
         the effect, if any, of the termination of the Optionee's employment
         upon the exercisability of the Option.

                  (g) NO RIGHTS AS STOCKHOLDER. An Optionee shall have no rights
         as a stockholder with respect to any shares covered by an option until
         the date of issuance of a certificate to him for the shares. No
         adjustment shall be made for dividends or other rights for which the
         record date is earlier than the date the certificate is issued, other
         than as required or permitted pursuant to Section 10.

                  (h) SUBSTITUTED OPTION. With the consent of the Optionee, the
         Committee shall have the authority at any time and from time to time to
         terminate any outstanding Option and grant in substitution for it a new
         Option covering the same number or a different number of shares,
         provided that the option price under the new option shall be no less
         than the fair market value of the Common Stock on the date of grant of
         the new Option.

         6.       STOCK APPRECIATION RIGHTS

         The Committee may grant SARs in respect of such number of shares of
Common Stock subject to the Plan as it shall determine, in its discretion, and
may grant SARs either separately or in connection with Options, as described in
the following sentence. An SAR granted in connection with an Option may be
exercised only to the extent of the surrender of the related option, and to the
extent of the exercise of the related option the SAR shall terminate. Shares of
Common Stock covered by an Option that terminates upon the exercise of a related
SAR shall

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cease to be available under the Plan. The terms and conditions of an SAR related
to an Option shall be contained in the Stock Option Agreement, and the terms of
an SAR not related to any Option shall be contained in an SAR Agreement.

         Upon exercise of an SAR, the Optionee shall be entitled to receive from
the Company an amount equal to the excess of the fair market value, on the
exercise date, of the number of shares of Common Stock as to which the SAR is
exercised, over the exercise price for those shares under a related Option or,
if there is no related Option, over the base value stated in the SAR Agreement.
The amount payable by the Company upon exercise of an SAR shall be paid in the
form of cash or other property (including Common Stock of the Company), as
provided in the Stock Option Agreement or SAR Agreement governing the SAR.

         7.       RESTRICTED STOCK

         The Committee may grant or award shares of Restricted Stock in respect
of such number of shares of Common Stock, and subject to such terms or
conditions, as it shall determine and specify in a Restricted Stock Agreement.

         A holder of Restricted Stock shall have all of the rights of a
stockholder of the Company, including the right to vote the shares and the right
to receive any cash dividends, unless the Committee shall otherwise determine.
Certificates representing Restricted Stock shall be imprinted with a legend to
the effect that the shares represented may not be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of except in accordance with the
terms of the Restricted Stock Agreement and, if the Committee so determines, the
Optionee may be required to deposit the certificates with an escrow agent
designated by the Committee, together with a stock power or other instrument of
transfer appropriately endorsed in blank.

         8.       METHOD OF GRANTING OPTIONS AND OTHER RIGHTS

         The grant of Options and Other Rights shall be made by action of the
Board at a meeting at which a quorum of its members is present, or by unanimous
written consent of all its members; provided, however, that if an individual to
whom a grant has been made fails to execute and deliver to the Committee a Stock
Option Agreement, SAR Agreement or Restricted Stock Agreement within thirty (30)
days after it is submitted to him, the Option or Other Rights' granted under the
agreement shall be voidable by the Company at its election, without further
notice to the Optionee.

         9.       REQUIREMENTS OF LAW

         The Company shall not be required to transfer any Restricted Stock or
to sell or issue any shares upon the exercise of any Option or SAR if the
issuance of such shares will result in a violation by the Optionee or the
Company of any provisions of any law, statute or regulation of any governmental
authority. Specifically, in connection with the Securities Act of 1933, as
amended (the "Securities Act"), upon the transfer of Restricted Stock or the
exercise of any

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Option or SAR the Company shall not be required to issue shares unless the
Committee has received evidence satisfactory to it to the effect that the holder
of the Option or Other Right will not transfer such shares except pursuant to a
registration statement in effect under the Securities Act or unless an opinion
of counsel satisfactory to the Company has been received by the Company to the
effect that such registration is not required. Any determination in this
connection by the Committee shall be conclusive. The Company shall not be
obligated to take any other affirmative action in order to cause the transfer of
Restricted Stock or the exercise of an Option or SAR to comply with any law or
regulations of any governmental authority, including, without limitation, the
Securities Act or applicable state securities laws.

         10.      CHANGES IN CAPITAL STRUCTURE

         In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a reorganization, recapitalization, exchange of shares,
stock split, combination of shares or dividend payable in shares or other
securities, a corresponding adjustment shall be made by the Committee in the
number and kind of shares or other securities covered by outstanding Options and
Other Rights, and for which Options or Other Rights may be granted under the
Plan. Any such adjustment in outstanding Options or Other Rights shall be made
without change in the total price applicable to the unexercised portion of the
Option, but the price per share specified in each Stock Option Agreement or
agreement as to Other Rights shall be correspondingly adjusted; provided,
however, that no adjustment shall be made with respect to an ISO that would
constitute a modification as defined in Section 424 of the Code. Any such
adjustment made by the Committee shall be conclusive and binding upon all
affected persons, including the Company and all Optionees.

         If while unexercised Options or SARs remain outstanding under the Plan
the Company merges or consolidates with a wholly owned subsidiary for the
purpose of reincorporating itself under the laws of another jurisdiction, the
optionees will be entitled to acquire shares of Common Stock of the
reincorporated Company upon the same terms and conditions as were in effect
immediately prior to such reincorporation (unless such reincorporation involves
a change in the number of shares or the capitalization of the Company, in which
case proportional adjustments shall be made as provided above) and the Plan,
unless otherwise rescinded by the Board, will remain the Plan of the
reincorporated Company.

         Except as otherwise provided in the preceding paragraph, if while
unexercised Options or SARs remain outstanding under the Plan the Company merges
or consolidates with one or more corporations (whether or not the Company is the
surviving corporation), or is liquidated or sells or otherwise disposes of
substantially all of its assets to another entity, or upon a Change of Control
(as defined herein), then, except as otherwise specifically provided to the
contrary in an Optionee's Stock Option Agreement, SAR Agreement or Restricted
Stock Agreement, the Committee, in its discretion, shall amend the terms of all
outstanding Options and SARs so that either:
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                  (i) after the effective date of such merger, consolidation,
                  sale or Change of Control, as the case may be, (each such
                  event, a "Reorganization Transaction") each Optionee shall be
                  entitled, upon exercise of an Option or SAR, to receive in
                  lieu of shares of Common Stock the number and class of shares
                  of such stock or other securities to which he would have been
                  entitled pursuant to the terms of the Reorganization
                  Transaction if he had been the holder of record of the number
                  of shares of Common Stock as to which the option or SAR is
                  being exercised, or shall be entitled to receive from the
                  successor entity a new stock option or stock appreciation
                  right of comparable value; or

                  (ii) all outstanding Options and SARs shall be cancelled as of
                  the effective date of any such liquidation or Reorganization
                  Transaction provided that each Optionee shall have the right
                  to exercise his Option or SAR according to its terms during
                  the period of twenty (20) days ending on the day preceding the
                  effective date of such liquidation or Reorganization
                  Transaction; and in addition to the foregoing, the Committee
                  may in its discretion amend the terms of an Option or SAR by
                  canceling some or all of the restrictions on its exercise, to
                  permit its exercise pursuant to this paragraph (ii) to a
                  greater extent than that permitted on its existing terms; or

                  (iii) all outstanding options and SARs shall be cancelled as
                  of the effective date of any such liquidation or
                  Reorganization Transaction in exchange for consideration in
                  cash or in kind, which consideration in both cases shall be
                  equal in value to the value of those shares of stock or other
                  securities the Optionee would have received had the option
                  been exercised (to the extent then exercisable) and no
                  disposition of the shares acquired upon such exercise had been
                  made prior to such liquidation or Reorganization Transaction,
                  less the option price therefor. Upon receipt of such
                  consideration by the Optionee, his or her option shall
                  immediately terminate and be of no further force and effect.
                  The value of the stock or other securities the Optionee would
                  have received if the Option had been exercised shall be
                  determined in good faith by the Committee, and in the case of
                  shares of the Common Stock of the Company, in accordance with
                  the provisions of Section 5(b).

         A "Change of Control" of the Company shall be deemed to have occurred
if any person (as such term is used in Section 13 (d) and 14 (d) (2) of the
Exchange Act of 1934, as amended (the "Exchange Act") ) other than a trust
related to an employee benefit plan maintained by the Company becomes the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
fifty percent (50%) or more of the Company's outstanding Common Stock, and
within the period of twenty-four (24) consecutive months immediately thereafter,
individuals other than (a) individuals who at the beginning of such period
constitute the entire Board of Directors or (b) individuals whose election, or
nomination for election by the Company's stockholders, was approved by a vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of the period, become a majority of the Board.
<PAGE>

         Except as expressly provided to the contrary in this Section 10, the
issuance by the Company of shares of stock of any class for cash or property or
for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect the number, class or
price of shares of Common Stock then subject to outstanding Options or SARs.
<PAGE>

         11.      FORFEITURE FOR DISHONESTY

         Notwithstanding anything to the contrary in the Plan or in any Stock
Option Agreement, if the Committee determines, after full consideration of the
facts presented on behalf of both the Company and an Optionee, that the Optionee
has been engaged in fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his employment by the Company or a Subsidiary, which
damaged the Company or Subsidiary, or has disclosed trade secrets or other
proprietary information of the Company or a Subsidiary or has violated the terms
of his agreements with the Company, (a) the Optionee shall forfeit all
unexercised options and all exercised Options under which the Company has not
yet delivered the certificates, and (b) the Company shall have the right to
repurchase all or any part of the shares of Common Stock acquired by the
Optionee upon the earlier exercise of any Option, at a price equal to the amount
paid to the Company upon such exercise, increased by an amount equal to the
interest that would have accrued in the period between the date of exercise of
the Option and the date of such repurchase upon a debt in the amount of the
exercise price, at the prime rate(s) announced from time to time during such
period in the Federal Reserve Statistical Release Selected Interest Rates. The
decision of the Committee as to the cause of an Optionee's discharge and the
damage done to the Company or a Subsidiary shall be final, binding, and
conclusive. No decision of the Board, however, shall affect in any manner the
finality of the discharge of an Optionee by the Company or a Subsidiary.

         12.      MISCELLANEOUS

         (a) NONASSIGNABILITY OF OTHER RIGHTS. No Other Rights shall be
assignable or transferable by the Optionee except by will or the laws of descent
and distribution. During the life of the Optionee, Other Rights shall be
exercisable only by the Optionee.

         (b) NO GUARANTEE OF EMPLOYMENT. Neither the Plan nor any Stock Option
Agreement, SAR Agreement or Restricted Stock Agreement shall give an employee
the right to continue in the employment of the Company or a Subsidiary, or give
the Company or a Subsidiary the right to require an employee to continue in
employment.

         (c) TAX WITHHOLDING. To the extent required by law, the Company shall
withhold or cause to be withheld income and other taxes with respect to any
income recognized by an Optionee by reason of the exercise or vesting of an
Option or Other Right, or a cash bonus paid in connection with such exercise or
vesting, and as a condition to the receipt of any Option or Other Right or
related cash bonus the Optionee shall agree that if the amount payable to him by
the Company and any Subsidiary in the ordinary course is insufficient to pay
such taxes, then he shall upon the request of the Company pay to the Company an
amount sufficient to satisfy its tax withholding obligations.

         Without limiting the foregoing, the Committee may in its discretion
permit any Optionee's withholding obligation to be paid in whole or in part in
the form of shares of

<PAGE>

Common Stock, by withholding from the shares to be issued or by accepting
delivery from the Optionee of shares already owned by him. The fair market value
of the shares for such purposes shall be determined as set forth in Section 5
(b). An Optionee may not make any such payment in the form of shares of Common
Stock acquired upon the exercise of an ISO until the shares have been held by
him for at least two (2) years after the date the ISO was granted and at least
one (1) year after the date the ISO was exercised. If payment of withholding
taxes is made in whole or in part in shares of Common Stock, the Optionee shall
deliver to the Company certificates registered in his name representing shares
of Common Stock legally and beneficially owned by him, fully vested and free of
all liens, claims, and encumbrances of every kind, duly endorsed or accompanied
by stock powers duly endorsed by the record holder of the shares represented by
such certificates. If the Optionee is subject to Section 16(a) of the Exchange
Act, his ability to pay his withholding obligation in the form of shares of
Common Stock shall be subject to such additional restrictions as may be
necessary to avoid any transaction that might give rise to liability under
Section 16(b) of the Exchange Act.

         (d) USE OF PROCEEDS. The proceeds from the sale of shares pursuant to
Options or Other Rights shall constitute general funds of the Company.

         (e) GENDER. All masculine pronouns used in this Plan shall include both
sexes.

         13.      EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN

         The Plan shall be effective as of September 1, 1996, subject to
ratification by (a) the holders of a majority of the outstanding shares of
capital stock present, or represented, and entitled to vote thereon (voting as a
single class) at a duly held meeting of the stockholders of the Company, or (b)
by the written consent of the holders of a majority (or such greater degree as
may be prescribed under the Company's charter, by-laws, and applicable state
law) of the capital stock of the issuer entitled to vote thereon (voting as a
single class) within twelve (12) months after such date. Options that are
conditioned upon such ratification of the Plan by the stockholders may be
granted prior to such ratification. The Committee may grant Options and Other
Rights under the Plan from time to time until the close of business on August
30, 2006. The Board may at any time amend the Plan provided, however, that
without approval of the Company's stockholders there shall be no: (i) increase
in the total number of shares covered by the Plan, except by operation of the
provisions of Section 10; (ii) change in the class of individuals eligible to
receive Options or Other Rights; (iii) reduction in the exercise price of any
outstanding ISO; (iv) extension of the latest date upon which any outstanding
ISO may be exercised; (v) material increase of the obligations of the Company or
rights of any Optionee under the Plan or any Option or Other Rights granted
pursuant to the Plan; or (vi) other change in the Plan that requires stockholder
approval under applicable law. No amendment shall adversely affect outstanding
Options or Other Rights without the consent of the Optionee. The Plan may be
terminated at any time by action of the Board, but any such termination will not
terminate options and Other Rights then outstanding, without the consent of the
Optionee.