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                                                                    Exhibit 10.2


                                DIRECTCOM, INC.
                               STOCK OPTION PLAN



1.  Establishment, Purpose and Types of Awards

    DirectCom, Inc. hereby establishes the DIRECTCOM, INC. STOCK OPTION PLAN
(the "Plan").  The purpose of the Plan is to promote the long-term growth and
profitability of DirectCom, Inc. (the "Corporation") by (i) providing key people
with incentives to improve stockholder value and to contribute to the growth and
financial success of the Corporation, and (ii) enabling the Corporation to
attract, retain and reward the best available persons for positions of
substantial responsibility.

    The Plan permits the granting of stock options (including nonqualified
stock options and incentive stock options qualifying under Section 422 of the
Code) and stock appreciation rights (including free-standing, tandem and limited
stock appreciation rights) or any combination of the foregoing (collectively,
"Awards").

2.  Definitions

    Under this Plan, except where the context otherwise indicates, the
following definitions apply:

    (a) "Board" shall mean the Board of Directors of the Corporation.

    (b) "Change in Control" shall mean (i) any sale, exchange or other
disposition of substantially all of the Corporation's assets; or (ii) any
merger, share exchange, consolidation or other reorganization or business
combination in which the Corporation is not the surviving or continuing
corporation, or in which the Corporation's stockholders become entitled to
receive cash, securities of the Corporation other than voting common stock, or
securities of another issuer.

    (c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
any regulations issued thereunder.

    (d) "Committee" shall mean the Board or committee of Board members
appointed pursuant to Section 3 of the Plan to administer the Plan.

    (e) "Common Stock" shall mean shares of the Corporation's common stock.

    (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations issued thereunder.
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    (g) "Fair Market Value" of a share of the Corporation's Common Stock for
any purpose on a particular date shall be determined in a manner such as the
Committee shall in good faith determine to be appropriate.

    (h) "Grant Agreement" shall mean a written agreement between the
Corporation and a grantee memorializing the terms and conditions of an Award
granted pursuant to the Plan.

    (i) "Grant Date" shall mean the date on which the Committee formally acts
to grant an Award to a grantee or such other date as the Committee shall so
designate at the time of taking such formal action.

    (j) "Parent" shall mean a corporation, whether now or hereafter existing,
within the meaning of the definition of "parent corporation" provided in Section
424(e) of the Code, or any successor thereto of similar import.

    (k) "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange Act
on the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and
further transactions in such securities) from Section 16(b) of the Exchange Act.

    (l) "Subsidiary" and "subsidiaries" shall mean only a corporation or
corporations, whether now or hereafter existing, within the meaning of the
definition of "subsidiary corporation" provided in Section 424(f) of the Code,
or any successor thereto of similar import.

3.  Administration

    (a) Appointment of Committee.  The Plan shall be administered by the Board.
In the alternative, the Board may appoint a Committee consisting of not less
than two (2) members of the Board to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe.  In the event
that the Corporation registers its Common Stock under Section 12(b) or 12(g) of
the Exchange Act, the members of the Committee shall be both "disinterested
persons" within the meaning of Rule 16b-3, and "outside directors" within the
meaning of Section 162(m) of the Code.  Once appointed, the Committee shall
continue to serve until otherwise directed by the Board.  From time to time, the
Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all members of
the Committee and, thereafter, directly administer the Plan.  In the event that
the Board is the administrator of the Plan in lieu of a Committee, the term
"Committee" as used herein shall be deemed to mean the Board.

    (b) Procedure of the Committee.  Members of the Board or Committee who are
either eligible for Awards or have been granted Awards may vote on any matters
affecting the administration of the Plan or the grant of Awards pursuant to the
Plan,

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except that no such member shall act upon the granting of an Award to himself or
herself, but any such member may be counted in determining the existence of a
quorum at any meeting of the Board or the Committee during which action is taken
with respect to the granting of an Award to him or her.

    The Committee shall meet at such times and places and upon such notice as
it may determine.  A majority of the Committee shall constitute a quorum.  Any
acts by the Committee may be taken at any meeting at which a quorum is present
and shall be by majority vote of those members entitled to vote.  Additionally,
any acts reduced to writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.

    (c) Powers of the Committee.  The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include authority, in its
sole and absolute discretion, to grant Awards under the Plan, prescribe Grant
Agreements evidencing such Awards and establish programs for granting Awards.
The Committee shall have full power and authority to take all other actions
necessary to carry out the purpose and intent of the Plan, including, but not
limited to, the authority to:

        (i)  determine the eligible persons to whom, and the time or times at
    which Awards shall be granted,

        (ii)  determine the types of Awards to be granted,

        (iii)  determine the number of shares to be covered by or used for
    reference purposes for each Award,

        (iv)  impose such terms, limitations, restrictions and conditions upon
    any such Award as the Committee shall deem appropriate,

        (v)  modify, extend or renew outstanding Awards, accept the surrender of
    outstanding Awards and substitute new Awards, provided that no such action
    shall be taken with respect to any outstanding Award which would adversely
    affect the grantee without the grantee's consent, and

        (vi)  accelerate or otherwise change the time in which an Award may be
    exercised or becomes payable and to waive or accelerate the lapse, in whole
    or in part, of any restriction or condition with respect to such Award,
    including, but not limited to, any restriction or condition with respect to
    the vesting or exercisability of an Award following termination of any
    grantee's employment

The Committee shall have full power and authority to administer and interpret
the Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its
business as the Committee deems

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necessary or advisable and to interpret same, all within the Committee's sole
and absolute discretion.

    (d) Limited Liability.  To the maximum extent permitted by law, no member
of the Board or Committee shall be liable for any action taken or decision made
in good faith relating to the Plan or any Award thereunder.

    (e) Indemnification.  To the maximum extent permitted by law, the members
of the Board and Committee shall be indemnified by the Corporation in respect of
all their activities under the Plan.

    (f) Effect of Committee's Decision.  All actions taken and decisions and
determinations made by the Committee on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Committee's sole
and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Corporation, its stockholders, any participants in the
Plan and any other employee of the Corporation, and their respective successors
in interest.

4.  Shares Available for the Plan; Maximum Awards

    Subject to adjustments as provided in Section 10 of the Plan, the shares of
stock that may be delivered or purchased or used for reference purposes (with
respect to stock appreciation rights) under the Plan, including with respect to
incentive stock options intended to qualify under Section 422 of the Code, shall
not exceed an aggregate of 10,000,000 shares of Common Stock of the Corporation
and the Corporation shall reserve said number of shares of Common Stock for
issuance pursuant to the Plan.  If any Award, or portion of an Award, under the
Plan expires or terminates unexercised, becomes unexercisable or is forfeited or
otherwise terminated, surrendered or canceled as to any shares, the shares
subject to such Award shall thereafter be available for further Awards under the
Plan unless such shares would not be deemed available for future Awards pursuant
to Section 16 of the Exchange Act.

    The maximum number of shares of Common Stock subject to Awards of any
combination that may be granted during any period of two consecutive calendar
years to any one individual shall be limited to 3,000,000.  To the extent
required by Section 162(m) of the Code and so long as Section 162(m) of the Code
is applicable to persons eligible to participate in the Plan, shares of Common
Stock subject to the foregoing limit with respect to which the related Award is
terminated, surrendered or canceled shall not again be available for grant under
this limit.

5.  Participation

    Participation in the Plan shall be open to all employees, officers,
directors and consultants of the Corporation, employees of the Corporation's
affiliates, or of any Parent or Subsidiary of the Corporation, as may be
selected by the Committee from time to time.  Notwithstanding the foregoing,
participation in the Plan with respect to Awards of

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incentive stock options shall be limited to employees of the Corporation, or of
any Parent or Subsidiary of the Corporation.  To the extent necessary to comply
with Rule 16b-3 of the Exchange Act or to constitute an "outside director"
within the meaning of Section 162(m) of the Code, Committee members shall not be
eligible to participate in the Plan while members of the Committee.

    Awards may be granted to such eligible persons and for or with respect to
such number of shares of Common Stock as the Committee shall determine, subject
to the limitations in Section 4 of the Plan.  A grant of any type of Award made
in any one year to an eligible person shall neither guarantee nor preclude a
further grant of that or any other type of Award to such person in that year or
subsequent years.

6.  Stock Options

    Subject to the other applicable provisions of the Plan, the Committee may
from time to time grant to eligible participants nonqualified stock options or
incentive stock options as that term is defined in Section 422 of the Code.  The
stock options granted shall be subject to the following terms and conditions.

    (a) Grant of Option.  The grant of a stock option shall be evidenced by a
Grant Agreement, executed by the Corporation and the grantee, stating the number
of shares of Common Stock subject to the stock option evidenced thereby and the
terms and conditions of such stock option, in such form as the Committee may
from time to time determine.

    (b) Price.  The price per share payable upon the exercise of each stock
option ("exercise price") shall be determined by the Committee.

    (c) Payment.  Stock options may be exercised in whole or in part by payment
of the exercise price of the shares to be acquired in accordance with the
provisions of the Grant Agreement, and/or such rules and regulations as the
Committee may have prescribed, and/or such determinations, orders, or decisions
as the Committee may have made.  Payment may be made in cash (or cash
equivalents acceptable to the Committee) or, unless otherwise determined by the
Committee, in shares of Common Stock or a combination of cash and shares of
Common Stock, or by such other means as the Committee may prescribe.  The Fair
Market Value of shares of Common Stock delivered on exercise of stock options
shall be determined as of the date of exercise.  Shares of Common Stock
delivered in payment of the exercise price may be previously owned shares or, if
approved by the Committee, shares acquired upon exercise of the stock option.
Any fractional share will be paid in cash.  The Corporation may make or
guarantee loans to grantees to assist grantees in exercising stock options.

    If the Common Stock is registered under Section 12(b) or 12(g) of the
Exchange Act, the Committee, subject to such limitations as it may determine,
may authorize payment of the exercise price, in whole or in part, by delivery of
a properly executed exercise notice, together with irrevocable instructions, to:
(i) a brokerage firm designated

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by the Corporation to deliver promptly to the Corporation the aggregate amount
of sale or loan proceeds to pay the exercise price and any withholding tax
obligations that may arise in connection with the exercise, and (ii) the
Corporation to deliver the certificates for such purchased shares directly to
such brokerage firm.

    (d) Terms of Options.  The term during which each stock option may be
exercised shall be determined by the Committee.  In no event shall a stock
option be exercisable more than ten years from the date it is granted.  Prior to
the exercise of the stock option and delivery of the shares certificates
represented thereby, the grantee shall have none of the rights of a stockholder
with respect to any shares represented by an outstanding stock option.

    (e) Restrictions on Incentive Stock Options.  Incentive Stock Options
granted under Code Section 422 shall meet the following additional requirements.

        (i) Grant Date. An incentive stock option must be granted within 10
    years of the earlier of the Plan's adoption by the Board of Directors or
    approval by the Corporation's shareholders.

        (ii) Exercise Price and Term.  The exercise price of an incentive stock
    option shall not be less than 100% of the Fair Market Value of the shares on
    the date the stock option is granted. Also, the exercise price of any
    incentive stock option granted to a grantee who owns (within the meaning of
    Section 422(b)(6) of the Code, after the application of the attribution
    rules in Section 424(d) of the Code) more than 10% of the total combined
    voting power of all classes of shares of the Corporation or its Parent or
    Subsidiary corporations (within the meaning of Sections 422 and 424 of the
    Code) shall be not less than 110% of the Fair Market Value of the Common
    Stock on the grant date and the term of such stock option shall not exceed
    five years.

        (iii) Maximum Grant. The aggregate Fair Market Value (determined as of
    the Grant Date) of shares of Common Stock with respect to which all
    incentive stock options first become exercisable by any grantee in any
    calendar year under this or any other plan of the Corporation and its Parent
    and Subsidiary corporations may not exceed $100,000 or such other amount as
    may be permitted from time to time under Section 422 of the Code. To the
    extent that such aggregate Fair Market Value shall exceed $100,000, or other
    applicable amount, such stock options shall be treated as nonqualified stock
    options. In such case, the Corporation may designate the shares of Common
    Stock that are to be treated as stock acquired pursuant to the exercise of
    an incentive stock option by issuing a separate certificate for such shares
    and identifying the certificate as incentive stock option shares in the
    stock transfer records of the Corporation.

        (iv) Grantee. Incentive stock options shall only be issued to employees
    of the Corporation, or of a Parent or Subsidiary of the Corporation.

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        (v) Designation. No stock option shall be an incentive stock option
    unless so designated by the Committee at the time of grant or in the Grant
    Agreement evidencing such stock option.

    (f) Other Terms and Conditions.  Stock options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the Committee
shall determine appropriate from time to time.

7.  Stock Appreciation Rights

    (a) Award of Stock Appreciation Rights.  Subject to the other applicable
provisions of the Plan, the Committee may at any time and from time to time
grant stock appreciation rights ("SARs") to eligible participants, either on a
free-standing basis (without regard to the grant of a stock option) or on a
tandem basis (related to the grant of an underlying stock option), as it
determines.  SARs shall be evidenced by Grant Agreements, executed by the
Corporation and the grantee, stating the number of shares of Common Stock
subject to the SAR evidenced thereby and the terms and conditions of such SAR,
in such form as the Committee may from time to time determine. The term during
which each SAR may be exercised shall be determined by the Committee.  In no
event shall an SAR be exercisable more than ten years from the date it is
granted.  The grantee shall have none of the rights of a stockholder with
respect to any shares of Common Stock represented by an SAR.

    (b) Restrictions of Tandem SARs.  No incentive stock option may be
surrendered in connection with the exercise of a tandem SAR unless the Fair
Market Value of the Common Stock subject to the incentive stock option is
greater than the exercise price for such incentive stock option.  SARs granted
in tandem with stock options shall be exercisable only to the same extent and
subject to the same conditions as the stock options related thereto are
exercisable.  The Committee may, in its discretion, prescribe additional
conditions to the exercise of any such tandem SAR.

    (c) Amount of Payment Upon Exercise of SARs.  An SAR shall entitle the
grantee to receive, subject to the provisions of the Plan and the Grant
Agreement, a payment having an aggregate value equal to the product of (i) the
excess of (A) the Fair Market Value on the exercise date of one share of Common
Stock over (B) the base price per share specified in the Grant Agreement, times
(ii) the number of shares specified by the SAR, or portion thereof, which is
exercised.  In the case of exercise of a tandem SAR, such payment shall be made
in exchange for the surrender of the unexercised related stock option (or any
portion or portions thereof which the grantee from time to time determines to
surrender for this purpose).

    (d) Form of Payment Upon Exercise of SARs.  Payment by the Corporation of
the amount receivable upon any exercise of an SAR may be made by the delivery of
Common Stock or cash, or any combination of Common Stock and cash, as determined
in the sole discretion of the Committee from time to time.  The Committee may
impose such restrictions upon the forms of payment upon exercise of an SAR as it
may deem

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necessary or appropriate to comply with the requirements for exemption under
Rule 16b-3.  If upon settlement of the exercise of an SAR a grantee is to
receive a portion of such payment in shares of Common Stock, the number of
shares shall be determined by dividing such portion by the Fair Market Value of
a share of Common Stock on the exercise date.  No fractional shares shall be
used for such payment and the Committee shall determine whether cash shall be
given in lieu of such fractional shares or whether such fractional shares shall
be eliminated.

8.  Withholding of Taxes

    The Corporation may require, as a condition to the grant of any Award under
the Plan or exercise pursuant to such Award or to the delivery of certificates
for shares issued or payments of cash to a grantee pursuant to the Plan or a
Grant Agreement (hereinafter collectively referred to as a "taxable event"),
that the grantee pay to the Corporation, in cash or, unless otherwise determined
by the Corporation, in shares of Common Stock, including shares acquired upon
grant of the Award or exercise of the Award, valued at Fair Market Value on the
date as of which the withholding tax liability is determined, any federal, state
or local taxes of any kind required by law to be withheld with respect to any
taxable event under the Plan; subject, however, if the grantee is subject to
Section 16(b) of the Exchange Act, to such restrictions as may be imposed from
time to time by the Securities and Exchange Commission to comply with Section
16(b) of the Exchange Act.  An election to deliver Common Stock to pay
withholding taxes must be made on or before the date the amount of tax to be
withheld is determined and once made will be irrevocable.  The withholding tax
obligation that may be paid by the withholding or delivery of shares may not
exceed the statutory minimum required withholding amount with respect to the
grantee's federal, state and local income tax obligations in connection with a
taxable event.

    The Corporation, to the extent permitted or required by law, shall have the
right to deduct from any payment of any kind (including salary or bonus)
otherwise due to a grantee any federal, state or local taxes of any kind
required by law to be withheld with respect to any taxable event under the Plan,
or to retain or sell without notice a sufficient number of the shares to be
issued to such grantee to cover any such taxes.

9.  Transferability

    To the extent required to comply with Rule 16b-3, if applicable, and in any
event in the case of an incentive stock option or a stock appreciation right
granted with respect to an incentive stock option, no Award granted under the
Plan shall be transferable by a grantee otherwise than by will or the laws of
descent and distribution.  Unless otherwise determined by the Committee in
accord with the provisions of the immediately preceding sentence, an Award may
be exercised during the lifetime of the grantee, only by the grantee or, during
the period the grantee is under a legal disability, by the grantee's guardian or
legal representative.

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10. Adjustments; Business Combinations

    In the event of a reclassification, recapitalization, stock split, stock
dividend, combination of shares, or other similar event, the maximum number and
kind of shares reserved for issuance or with respect to which Awards may be
granted under the Plan as provided in Section 4 shall be adjusted to reflect
such event, and the Committee shall make such adjustments as it deems
appropriate and equitable in the number, kind and price of shares covered by
outstanding Awards made under the Plan, and in any other matters which relate to
Awards and which are affected by the changes in the Common Stock referred to
above.

    In the event of any proposed Change in Control, the Committee shall take
such action as it deems appropriate to effectuate the purposes of this Plan and
to protect the grantees of Awards, which action may include, but without
limitation, any one or more of the following:  (i) acceleration or change of the
exercise dates of any Award; (ii) arrangements with grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
Award; and (iii) in any case where equity securities other than Common Stock of
the Corporation are proposed to be delivered in exchange for or with respect to
Common Stock of the Corporation, arrangements providing that any Award shall
become one or more Awards with respect to such other equity securities.

    In the event the Corporation dissolves and liquidates (other than pursuant
to a plan of merger or reorganization), then notwithstanding any restrictions on
exercise set forth in this Plan or any Grant Agreement, or other agreement
evidencing a stock option or stock appreciation right: (i) each grantee shall
have the right to exercise his stock option or stock appreciation right at any
time up to ten (10) days prior to the effective date of such liquidation and
dissolution; and (ii) the Committee may make arrangements with the grantees for
the payment of appropriate consideration to them for the cancellation and
surrender of any stock option or stock appreciation right that is so canceled or
surrendered at any time up to ten (10) days prior to the effective date of such
liquidation and dissolution.  The Committee may establish a different period
(and different conditions) for such exercise, delivery, cancellation, or
surrender to avoid subjecting the grantee to liability under Section 16(b) of
the Exchange Act.  Any stock option or stock appreciation right not so
exercised, canceled, or surrendered shall terminate on the last day for exercise
prior to such effective date.

11. Termination and Modification of the Plan

    The Board, without further approval of the stockholders, may modify or
terminate the Plan, except that no modification shall become effective without
prior approval of the stockholders of the Corporation if stockholder approval
would be required for continued compliance with Rule 16b-3.

    The Committee shall be authorized to make minor or administrative
modifications to the Plan as well as modifications to the Plan that may be
dictated by requirements of federal or state laws applicable to the Corporation
or that may be authorized or made

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desirable by such laws.  The Committee may amend or modify the grant of any
outstanding Award in any manner to the extent that the Committee would have had
the authority to make such Award as so modified or amended.  No modification may
be made that would materially adversely affect any Award previously made under
the Plan without the approval of the grantee.

12. Non-Guarantee of Employment

    Nothing in the Plan or in any Grant Agreement thereunder shall confer any
right on an employee to continue in the employ of the Corporation or shall
interfere in any way with the right of the Corporation to terminate an employee
at any time.

13. Transfer of Employee

    For purposes of maintaining grantee's continuous status as an employee and
accrual of rights under any Award, transfer of an employee among the Corporation
and the Corporation's Parent or Subsidiaries shall not be considered a
termination of employment.  Nor shall it be considered a termination of
employment for such purposes if an employee is placed on military or sick leave
or such other leave of absence which is considered as continuing intact the
employment relationship; in such a case, the employment relationship shall be
continued until the date when an employee's right to reemployment shall no
longer be guaranteed either by law or contract.

14. Written Agreement

    Each Grant Agreement entered into between the Corporation and a grantee
with respect to an Award granted under the Plan shall incorporate the terms of
this Plan and shall contain such provisions, consistent with the provisions of
the Plan, as may be established by the Committee.

15. Non-Uniform Determinations

    The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such Awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Awards under the Plan, whether
or not such persons are similarly situated.

16. Limitation on Benefits

    With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3.  To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

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17. Listing and Registration

    If the Corporation determines that the listing, registration or
qualification upon any securities exchange or upon any listing or quotation
system established by the National Association of Securities Dealers, Inc.
("Nasdaq System") or under any law, of shares subject to any Award is necessary
or desirable as a condition of, or in connection with, the granting of same or
the issue or purchase of shares thereunder, no such Award may be exercised in
whole or in part and no restrictions on such Award shall lapse, unless such
listing, registration or qualification is effected free of any conditions not
acceptable to the Corporation.

18. Compliance with Securities Law

    The Corporation may require that a grantee, as a condition to exercise of
an Award, and as a condition to the delivery of any share certificate, provide
to the Corporation, at the time of each such exercise and each such delivery, a
written representation that the shares of Common Stock being acquired shall be
acquired by the grantee solely for investment and will not be sold or
transferred without registration or the availability of an exemption from
registration under the Securities Act and applicable state securities laws.  The
Corporation may also require that a grantee submit other written representations
which will permit the Corporation to comply with federal and applicable state
securities laws in connection with the issuance of the Common Stock, including
representations as to the knowledge and experience in financial and business
matters of the grantee and the grantee's ability to bear the economic risk of
the grantee's investment.  The Corporation may require that the grantee obtain a
"purchaser representative" as that term is defined in applicable federal and
state securities laws.  The stock certificates for any shares of Common Stock
issued pursuant to this Plan may bear a legend restricting transferability of
the shares of Common Stock unless such shares are registered or an exemption
from registration is available under the Securities Act and applicable state
securities laws.  The Corporation may notify its transfer agent to stop any
transfer of shares of Common Stock not made in compliance with these
restrictions.  Common Stock shall not be issued with respect to an Award granted
under the Plan unless the exercise of such Award and the issuance and delivery
of share certificates for such Common Stock pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, the Exchange Act, the rules and regulations promulgated thereunder,
and the requirements of any national securities exchange or Nasdaq System upon
which the Common Stock may then be listed or quoted, and shall be further
subject to the approval of counsel for the Corporation with respect to such
compliance to the extent such approval is sought by the Committee.

19. Governing Law

    The validity, construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations
or decisions made by the Board or Committee relating to the Plan or such Grant
Agreements, and the rights of

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any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with applicable
federal laws and the laws of the State of Delaware without regard to its
conflict of laws rules and principles.


20. Plan Subject to Articles and By-Laws

    This Plan is subject to the Articles and By-Laws of the Corporation, as
they may be amended from time to time.

21. Effective Date; Termination Date

    The Plan is effective as of March 11, 1996, the date on which the Plan was
adopted by the Board, subject to approval of the stockholders within twelve
months of such date.  Unless previously terminated, the Plan shall terminate on
the close of business on March 10, 2006, the day before the tenth anniversary of
the effective date.  Subject to other applicable provisions of the Plan, all
Awards made under the Plan prior to termination of the Plan shall remain in
effect until such Awards have been satisfied or terminated in accordance with
the Plan and the terms of such Awards.

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