EXHIBIT 10.12


CAMBEX CORPORATION

2000 EQUITY INCENTIVE PLAN


1.	PURPOSE

	The purpose of this 2000 Equity Incentive Plan (the "Plan") is to
advance the interests of CAMBEX CORPORATION (the "Company") by
enhancing its ability to attract and retain employees and other persons
or entities who are in a position to make significant contributions to
the success of the Company and its subsidiaries through ownership of
shares of the Company's common stock ("Stock").

	The Plan is intended to accomplish these goals by enabling the
Company to grant Awards in the form of Options, Stock Appreciation
Rights, Restricted Stock or Unrestricted Stock Awards, Deferred Stock
Awards, Performance Awards, Loans or Supplemental Grants, or
combinations thereof, all as more fully described below.

2.	ADMINISTRATION

	The Plan will be administered by the Board of Directors of the
Company (the "Board").  The Board will have authority, not inconsistent
with the express provisions of the Plan and in addition to other
authority granted under the Plan, to (a) grant Awards at such time or
times as it may choose; (b) determine the size of each Award, including
the number of shares of Stock subject to the Award; (c) determine the
type or types of each Award; (d) determine the terms and conditions of
each Award; (e) waive compliance by a Participant (as defined below)
with any obligations to be performed by the Participant under an Award
and waive any term or condition of an Award; (f) amend or cancel an
existing Award in whole or in part (and if an Award is canceled, grant
another Award in its place on such terms as the Board shall specify),
except that the Board may not, without the consent of the holder of an
Award, take any action under this clause with respect to such Award if
such action would adversely affect the rights of such holder; (g)
prescribe the form or forms of instruments that are required or deemed
appropriate under the Plan, including any written notices and elections
required of Participants, and change such forms from time to time; (h)
adopt, amend and rescind rules and regulations for the administration
of the Plan; and (i) interpret the Plan and decide any questions and
settle all controversies and disputes that may arise in connection with
the Plan.  Such determinations and actions of the Board and all other
determinations and actions of the Board made or taken under authority
granted by any provision of the Plan, will be conclusive and will


bind all parties.  Nothing in this paragraph shall be construed as
limiting the power of the Board to make adjustments under Section 7.3
or Section 8.6.

	The Board may, in its discretion, delegate some or all of its
powers with respect to the Plan to a committee (the "Committee"), in
which event all references (as appropriate) to the Board hereunder
shall be deemed to refer to the Committee.  The Committee, if one is
appointed, shall consist of at least two directors.  A majority of the
members of the Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of its
members.  Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a
majority of the Committee members.  On and after registration of the
Stock under the Securities Exchange Act of 1934 (the "1934 Act"), the
Board shall delegate the power to select directors and officers to
receive awards under the Plan and the timing, pricing and amount of
such Awards to a committee, all members of which shall be disinterested
persons within the meaning of Rule 16b-3 under the 1934 Act.


3.	EFFECTIVE DATE AND TERM OF PLAN

	The Plan will become effective on the date on which it is
approved by the stockholders of the Company.  Grants of Awards under
the plan may be made prior to that date (but after Board adoption of
the Plan), subject to such approval of the Plan.

	No Award may be granted under the Plan after December 31, 2009,
but Awards previously granted may extend beyond that date.

4.	SHARES SUBJECT TO THE PLAN

	Subject to the adjustment as provided in Section 8.6 below, the
aggregate number of shares of Stock that may be delivered under the
Plan will be 1,500,000.  If any Award requiring exercise by the
Participant for delivery of Stock terminates without having been
exercised in full, or if any Award payable in Stock or cash is
satisfied in cash rather than Stock, the number of shares of Stock as
to which such Award was not exercised or for which cash was substituted
will be available for future grants.

	Stock delivered under the Plan may be either authorized but
unissued Stock or previously issued Stock acquired by the Company and
held in treasury.  No fractional shares of Stock will be delivered
under the Plan.

5.	ELIGIBILITY AND PARTICIPATION

	Those eligible to receive Awards under the Plan ("Participants")
will be persons in the employ of the Company or any of its subsidiaries
("Employees") and other persons or entities (including without
limitation non-Employee directors of the Company or a subsidiary of the
Company) who, in the opinion of the Board, are in a position to make a
significant contribution to the success of the Company or its
subsidiaries.  A "subsidiary" for purposes of the Plan will be a
corporation in which the Company owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all
classes of stock.

6.	TYPES OF AWARDS

	6.1.  OPTIONS

	(a)  Nature of Options. An Option is an Award entitling the
recipient on exercise thereof to purchase Stock at a specified exercise
price.

	Both "incentive stock options," as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code")  (any Option
intended to qualify as an incentive stock option being hereinafter
referred to as an "ISO"), and Options that are not incentive stock
options, may be granted under the Plan.  ISOs shall be awarded only to
Employees.

	(b)  Exercise Price.  The exercise price of an Option will be
determined by the Board subject to the following:

		(1)	The exercise price of an ISO shall not be less than
100% (110% in the case of an ISO granted to a ten-percent shareholder)
of the fair market value of the Stock subject to the Option, determined
as of the time the Option is granted.  A "ten-percent shareholder" is
any person who at the time of grant owns, directly or indirectly, or is
deemed to own by reason of the attribution rules of section 424(d) of
the Code, stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any of its
subsidiaries.

		(2)	In no case may the exercise price paid for Stock
which is part of an original issue of authorized Stock be less than the
par value per share of the Stock.

		(3)	The Board may reduce the exercise price of an Option
at any time after the time of grant, but in the case of an Option
originally awarded as an ISO, only with the consent of the Participant.

	(c)	Duration of Options.  The latest date on which an Option
may be exercised will be the tenth anniversary (fifth anniversary, in
the case of an ISO granted to a ten-percent shareholder) of the day
immediately preceding the date the Option was granted, or such earlier
date as may have been specified by the Board at the time the Option was
granted.

	(d)	Exercise of Options.  Options granted under any single
Award will become exercisable at such time or times, and on such
conditions, as the Board may specify.  The Board may at any time and
from time to time accelerate the time at which all or any part of the
Option may be exercised.

	Any exercise of an Option must be in writing, signed by the
proper person and delivered or mailed to the Company, accompanied by
(1) any documents required by the Board and (2) payment in full in
accordance with paragraph (e) below for the number of shares for which
the Option is exercised.

	(e)	Payment for Stock.  Stock purchased on exercise of an
Option must be paid for as follows:  (1) in cash or by check
(acceptable to the Company in accordance with guidelines established
for this purpose), bank draft or money order payable to the order of
the Company or (2) if so permitted by the instrument evidencing the
Option (or in the case of an Option which is not an ISO, by the Board
at or after grant of the Option), (i) through the delivery of shares of
Stock which have been outstanding for at least six months (unless the
Board expressly approves a shorter period) and which have a fair market
value on the last business day preceding the date of exercise equal to
the exercise price, or (ii) by delivery of a promissory note of the
Option holder to the Company, payable on such terms as are specified by
the Board, or (iii) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient
funds to pay the exercise price, or (iv) by any combination of the
permissible forms of payment; provided, that if the Stock delivered
upon exercise of the Option is an original issue of authorized Stock,
at least so much of the exercise price as represents the par value of
such Stock must be paid other than by the Option holder's promissory
note or personal check.

	(f)	Discretionary Payments.  If the market price of shares of
Stock subject to an Option (other than an Option which is in tandem
with a Stock Appreciation Right as described in Section 6.2 below)
exceeds the exercise price of the Option at the time of its exercise,
the Board may cancel the option and cause the Company to pay in cash or
in shares of Common Stock (at a price per share equal to the fair
market value per share) to the person exercising the Option an amount
equal to the difference between the fair market value of the Stock
which would have been purchased pursuant to the exercise (determined on
the date the Option is canceled) and the aggregate exercise price which
would have been paid.  The Board may exercise its discretion to take
such action only if it has received a written request from the person
exercising the Option, but such a request will not be binding on the
Board.

	6.2.	STOCK APPRECIATION RIGHTS.

	(a)	Nature of Stock Appreciation Rights.  A Stock Appreciation
Right is an Award entitling the recipient on exercise of the Right to
receive an amount, in cash or Stock or a combination thereof (such form
to be determined by the Board), determined in whole or in part by
reference to appreciation in Stock value.

	In general, a Stock Appreciation Right entitles the Participant
to receive, with respect to each share of Stock as to which the Right
is exercised, the excess of the share's fair market value on the date
of exercise over its fair market value on the date the Right was
granted.  However, the Board may provide at the time of grant that the
amount the recipient is entitled to receive will be adjusted upward or
downward under rules established by the Board to take into account the
performance of the Stock in comparison with the performance of other
stocks or an index or indices of other stocks.  The Board may also
grant Stock Appreciation Rights providing that following a change in
control of the Company, as determined by the Board, the holder of such
Right will be entitled to receive, with respect to each share of Stock
subject to the Right, an amount equal to the excess of a specified
value (which may include an average of values) for a share of Stock
during a period preceding such change in control over the fair market
value of a share of Stock on the date the Right was granted.

	(b)	Grant of Stock Appreciation Rights.  Stock Appreciation
Rights may be granted in tandem with, or independently of, Options
granted under the Plan.  A Stock Appreciation Right granted in tandem
with an Option which is not an ISO may be granted either at or after
the time the Option is granted.  A Stock Appreciation Right granted in
tandem with an ISO may be granted only at the time the Option is
granted.

	(c)	Rules Applicable to Tandem Awards.  When Stock Appreciation
Rights are granted in tandem with Options, the following will apply:

		(1)  The Stock Appreciation Right will be exercisable only
at such time or times, and to the extent, that the
		       related Option is exercisable and will be
exercisable in accordance with the procedure required for
		       exercise of the related Option.

		(2)  The Stock Appreciation Right will terminate and no
longer be exercisable upon the termination or
		       exercise of the related Option, except that a Stock
Appreciation Right granted with respect to less than
		       the full number of shares covered by an Option will
not be reduced until the number of shares as to
		       which the related Option has been exercised or has
terminated exceeds the number of shares not covered
		       by the Stock Appreciation Right.

		(3)  The Option will terminate and no longer be exercisable
upon the exercise of the related Stock
		      Appreciation Right.

		(4)  The Stock Appreciation Right will be transferable only
with the related option.

		(5)  A Stock Appreciation Right granted in tandem with an
ISO may be exercised only when the market price
		      of the Stock subject to the Option exceeds the
exercise price of such option.

	(d)	Exercise of Independent Stock Appreciation Rights.  A Stock
Appreciation Right not granted in tandem with an Option will become
exercisable at such time or times, and on such conditions, as the Board
may specify.  The Board may at any time accelerate the time at which
all or any part of the Right may be exercised.

	Any exercise of an independent Stock Appreciation Right must be
in writing, signed by the proper person and delivered or mailed to the
Company, accompanied by any other documents required by the Board.

	6.3.	RESTRICTED AND UNRESTRICTED STOCK

	(a)	Nature of Restricted Stock Award.  A Restricted Stock Award
entitles the recipient to acquire, for a purchase price equal to par
value, shares of Stock subject to the restrictions described in
paragraph (d) below ("Restricted Stock").

	(b)	Acceptance of Award.  A Participant who is granted a
Restricted Stock Award will have no rights with respect to such Award
unless the Participant accepts the Award by written instrument
delivered or mailed to the Company accompanied by payment in full of
the specified purchase price, if any, of the shares covered by the
Award.  Payment may be by certified or bank check or other instrument
acceptable to the Board.

	(c)	Rights as a Stockholder.  A Participant who receives
Restricted Stock will have all the rights of a stockholder with respect
to the Stock, including voting and dividend rights, subject to the
restrictions described in paragraph (d) below and any other conditions
imposed by the Board at the time of grant.  Unless the Board otherwise
determines, certificates evidencing shares of Restricted Stock will
remain in the possession of the Company until such shares are free of
all restrictions under the Plan.

	(d)	Restrictions.  Except as otherwise specifically provided by
the Plan, Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of, and if the Participant
ceases to be an Employee or otherwise suffers a Status Change (as
defined in Section 7.2(a) below) for any reason, must be offered to the
Company for purchase for the amount of cash paid for the Stock, or
forfeited to the Company if no cash was paid.  These restrictions will
lapse at such time or times, and on such conditions, as the Board may
specify.  The Board may at any time accelerate the time at which the
restrictions on all or any part of the shares will lapse.

	(e)	Notice of Election.  Any Participant making an election
under Section 83(b) of the Code with respect to Restricted Stock must
provide a copy thereof to the Company within 10 days of the filing of
such election with the Internal Revenue Service.

	(f)	Other Awards Settled with Restricted Stock.  The Board may,
at the time any Award described in this Section 6 is granted, provide
that any or all the Stock delivered pursuant to the Award will be
Restricted Stock.

	(g)	Unrestricted Stock.  The Board may, in its sole discretion,
approve the sale to any Participant of shares of Stock free of
restrictions under the Plan for a price which is not less than the par
value of the Stock.


	6.4.	DEFERRED STOCK.

	A Deferred Stock Award entitles the recipient to receive shares
of Stock to be delivered in the future.  Delivery of the Stock will
take place at such time or times, and on such conditions, as the Board
may specify.  The Board may at any time accelerate the time at which
delivery of all or any part of the Stock will take place.  At the time
any Award described in this Section 6 is granted, the Board may provide
that, at the time Stock would otherwise be delivered pursuant to the
Award, the Participant will instead receive an instrument evidencing
the Participant's right to future delivery of Deferred Stock.

	6.5	PERFORMANCE AWARDS; PERFORMANCE GOALS

	(a)	Nature of Performance Awards.  A Performance Award entitles
the recipient to receive, without payment, an amount in cash or Stock
or a combination thereof (such form to be determined by the Board)
following the attainment of Performance Goals.  Performance Goals may
be related to personal performance, corporate performance, departmental
performance or any other category of performance deemed by the Board to
be important to the success of the Company.  The Board will determine
the Performance Goals, the period or period during which performance is
to be measured and all other terms and conditions applicable to the
Award.

	(b)	Other Awards Subject to Performance Condition.  The Board
may, at the time any Award described in this Section 6 is granted,
impose the condition (in addition to any conditions specified or
authorized in this Section 6 or any other provision of the Plan) that
Performance Goals be met prior to the Participant's realization of any
payment or benefit under the Award.

	6.6	LOANS AND SUPPLEMENTAL GRANTS.

	(a)	Loans.  The Company may take a loan to a Participant
("Loan"), either on the date of or after the grant of any Award to the
Participant.  A Loan may be made either in connection with the purchase
of Stock under the Award or with the payment of any federal, state and
local income tax with respect to income recognized as a result of the
Award.  The Board will have full authority to decide whether to make a
Loan and to determine the amount, terms and conditions of the Loan,
including the interest rate (which may be zero), whether the Loan is to
be secured or unsecured or with or without recourse against the
borrower, the terms on which the Loan is to be repaid and the
conditions, if any, under which it may be forgiven.  However, no Loan
may have a term (including extensions) exceeding ten years in duration.

	(b)	Supplemental Grants.  In connection with any Award, the
Board may at the time such Award is made or at a later date, provide
for and grant a cash award to the Participant ("Supplemental Grant")
not to exceed an amount equal to (1) the amount of any federal, state
and local income tax on ordinary income for which the Participant may
be liable with respect to the Award, determined by assuming taxation at
the highest marginal rate, plus (2) an additional amount on a grossed-
up basis intended to make the Participant whole on an after-tax basis
after discharging all the Participant's income tax liabilities arising
from all payments under this Section 6.  Any payments under this
subsection (b) will be made at the time the Participant incurs federal
income tax liability with respect to the Award.

	7.	EVENTS AFFECTING OUTSTANDING AWARDS.

		7.1.	DEATH.

		If a Participant dies, the following will apply:

		(a)	All Options and Stock Appreciation Rights held by the
Participant immediately prior to death, to the extent then exercisable,
may be exercised by the Participant's executor or administrator or the
person or persons to whom the Option or Right is transferred by will or
the applicable laws of descent and distribution, at any time within the
one year period ending with the first anniversary of the Participant's
death (or such shorter or longer period as the Board may determine),
and shall thereupon terminate.  In no event, however, shall an Option
or Stock Appreciation Right remain exercisable beyond the latest date
on which it could have been exercised without regard to this Section 7.
Except as otherwise determined by the Board, all Options and Stock
Appreciation Rights held by a Participant immediately prior to death
that are not then exercisable shall terminate at death.

		(b)	Except as otherwise determined by the Board, all
Restricted Stock held by the Participant must be transferred to the
Company (and, in the event the certificates representing such
Restricted Stock are held by the Company, such Restricted Stock will be
so transferred without any further action by the Participant) in
accordance with Section 6.3 above.

		(c)	Any payment or benefit under a Deferred Stock Award,
Performance Award, or Supplemental Grant to which the Participant was
not irrevocably entitled prior to death will be forfeited and the Award
canceled as of the time of death, unless otherwise determined by the
Board.

		7.2.	TERMINATION OF SERVICE (OTHER THAN BY DEATH).

		If a Participant who is an Employee ceases to be an
Employee for any reason other than death, or if there is a termination
(other than by reason of death), of the consulting, service or similar
relationship in respect of which a non-Employee Participant was granted
an Award hereunder (such termination of the employment or other
relationship being hereinafter referred to as a "Status Change"), the
following will apply:

		(a)	Except as otherwise determined by the Board, all
Options and Stock Appreciation Rights held by the Participant that were
not exercisable immediately prior to the Status Change shall terminate
at the time of the Status Change.  Any Options or Rights that were
exercisable immediately prior to the Status Change will continue to be
exercisable for a period of one month (or such longer period as the
Board may determine), and shall thereupon terminate, unless the Award
provides by its terms for immediate termination in the event of a
Status Change or unless the Status Change results from a discharge for
cause which in the opinion of the Board casts such discredit on the
Participant as to justify immediate termination of the Award.  In no
event, however, shall an Option or Stock Appreciation Right remain
exercisable beyond the latest date on which it could have been
exercised without regard to this Section 7.  For purposes of this
paragraph, in the case of a Participant who is an Employee, a Status
Change shall not be deemed to have resulted by reason of (i) a sick
leave or other bona fide leave of absence approved for purposes of the
Plan by the Board, so long as the Employee's right to reemployment is
guaranteed either by statute or by contract, or (ii) a transfer of
employment between the Company and a subsidiary or between subsidiary,
or to the employment of a corporation (or a parent or subsidiary
corporation of such corporation) issuing or assuming an option in a
transaction to which section 424(a) of the Code applies.

	(b)	Except as otherwise determined by the Board, all Restricted
Stock held by the Participant at the time of the Status Change must be
transferred to the Company (and, in the event the certificates
representing such Restricted Stock are held by the Company, such
Restricted Stock will be so transferred without any further action by
the Participant) in accordance with Section 6.3 above.

	(c)	Any payment or benefit under a Deferred Stock Award,
Performance Award, or Supplemental Grant to which the Participant was
not irrevocably entitled prior to the Status Change, will be forfeited
and the Award canceled as of the date of such Status Change unless
otherwise determined by the Board.

	7.3.	CERTAIN CORPORATE TRANSACTION.

	In the event of a consolidation or merger in which the Company is
not the surviving corporation or which results in the acquisition of
substantially all the Company's outstanding Stock by a single person or
entity or by a group of persons and/or entities acting in concert, or
in the event of the sale or transfer of substantially all the Company's
assets or a dissolution or liquidation of the Company (a "covered
transaction"), all outstanding Awards will terminate as of the
effective date of the covered transaction, and the following rules
shall apply;

	(a)	Subject to paragraphs (b) and (c) below, the Board may in
its sole discretion, prior to the effective date of the covered
transaction, (1) make each outstanding Option and Stock Appreciation
Right exercisable in full, (2) remove the restrictions from each
outstanding share of Restricted Stock, (3) cause the Company to make
any payment and provide any benefit under each outstanding Deferred
Stock Award, Performance Award, and Supplemental Grant which would have
been made or provided with the passage of time had the transaction not
occurred and the Participant not suffered a Status Change (or died),
and (4) forgive all or any portion of the principal of or interest on a
Loan.

	(b)	If an outstanding Award is subject to performance or other
conditions (other than conditions relating only to the passage of time
and continued employment) which will not have been satisfied at the
time of the covered transaction, the Board may in its sole discretion
remove such conditions.  If it does not do so, however, such Award will
terminate as of the date of the covered transaction notwithstanding
paragraph (a) above.

	(c)	With respect to an outstanding Award held by a participant
who, following the covered transaction, will be employed by or
otherwise providing services to a corporation which is a surviving or
acquiring corporation in such transaction or an affiliate of such a
corporation, the Board may, in lieu of the action described in
paragraph (a) above, arrange to have such surviving or acquiring
corporation or affiliate grant to the Participant a replacement award
which, in the judgment of the Board, is substantially equivalent to the
Award.

8.	GENERAL PROVISIONS

	8.1. DOCUMENTATION OF AWARDS

	Awards will be evidenced by such written instruments, if any, as
may be prescribed by the Board from time to time.  Such instruments may
be in the form of agreements to be executed by both the Participant and
the Company, or certificates, letters or similar instruments, which
need not be executed by the Participant but acceptance of which will
evidence agreement to the terms thereof.

	8.2.	RIGHTS AS A STOCKHOLDER, DIVIDEND EQUIVALENTS.


		Except as specifically provided by the Plan, the receipt of
an Award will not give a Participant rights as a stockholder; the
participant will obtain such rights, subject to any limitations imposed
by the Plan or the instrument evidencing the Award, upon actual receipt
of Stock.  However, the Board may, on such conditions as it deems
appropriate, provide that a Participant will receive a benefit in lieu
of cash dividends that would have been payable on any or all Stock
subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Board may provide for payment to the
Participant of amounts representing such dividends, either currently or
in the future, or for the investment of such amounts on behalf of the
Participant.

	8.3.	CONDITIONS ON DELIVERY OF STOCK

	The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove restriction from shares previously
delivered under the Plan (a) until all conditions of the Award have
been satisfied or removed, (b) until, in the opinion of the Company's
counsel, all applicable federal and state laws and regulations have
been complied with, (c) if the outstanding Stock is at the time listed
on any stock exchange, until the shares to be delivered have been
listed or authorized to be listed on such exchange upon official notice
of notice of issuance, and (d) until all other legal matters in
connection with the issuance and delivery of such shares have been
approved by the Company's counsel.  If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company
may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend
restricting transfer.

	If an Award is exercised by the Participant's legal
representative, the Company will be under no obligation to deliver
Stock pursuant to such exercise until the Company is satisfied as to
the authority of such representative.

	8.4.	TAX WITHHOLDING.

	The Company will withhold from any cash payment made pursuant to
an Award an amount sufficient to satisfy all federal, state and local
withholding tax requirements (the "withholding requirements").

	In the case of an Award pursuant to which Stock may be delivered,
the Board will have the right to require that the
Participant or other appropriate person remit to the Company an amount
sufficient to satisfy the withholding requirements, or make
other arrangements satisfactory to the Board with regard to such
requirements, prior to the delivery of any Stock.  If and to the extent
that such withholding is required, the Board may permit the Participant
or such other person to elect at such time and in such manner as the
Board provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Stock having a value
calculated to satisfy the withholding requirement.

	If at the time an ISO is exercised the Board determines that the
Company could be liable for withholding requirements with respect to a
disposition of the Stock received upon exercise, the Board may require
as a condition of exercise that the person exercising the ISO agree (a)
to inform the Company promptly of any disposition (within the meaning
of section 424(c) of the Code) of Stock received upon exercise, and (b)
to give such security as the Board deems adequate to meet the potential
liability of the Company for the withholding requirements and to
augment such security from time to time in any amount reasonably deemed
necessary by the Board to preserve the adequacy of such security.

	8.5.	NONTRANSFERABILITY OF AWARDS

	No Award (other than an Award in the form of an outright transfer
of cash or Unrestricted Stock) may be transferred other than by will or
by the laws of descent and distribution, and during an employee's
lifetime an Award requiring exercise may be exercised only by the
Participant (or in the event of the Participant's incapacity, the
person or persons legally appointed to act on the Participant's
behalf).

	8.6.	ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.

	(a)	In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the
Company's capitalization, or other distribution to common stockholders
other than normal cash dividends, after the effective date of the Plan,
the Board will make any appropriate adjustments to the maximum number
of shares that may be delivered under the Plan under Section 4 above.

	(b)	In any event referred to in paragraph (a), the Board will
also make any appropriate adjustments to the number and kind of shares
of stock or securities subject to Awards then outstanding or
subsequently granted, any exercise prices relating to Awards and any
other provision of Awards affected by such change.  The Board may also
make such adjustments to take into account material changes in law or
in accounting practices or principles, mergers, consolidations,
acquisitions, dispositions or similar corporate transactions, or any
other event, if it is determined by the Board that adjustments are
appropriate to avoid distortion in the operation of the Plan.

	8.7.	EMPLOYMENT RIGHTS, ETC.

	Neither the adoption of the Plan nor the grant of Awards will
confer upon any person any right to continued retention by the Company
or any subsidiary as an Employee or otherwise, or affect in any way the
right of the Company or subsidiary to terminate an employment, service
or similar relationship at any time.  Except as specifically provided
by the Board in any particular case, the loss of existing or potential
profit in Awards granted under the Plan will not constitute an element
of damages in the event of termination of an employment, service or
similar relationship even if the termination is in violation of an
obligation of the Company to the Participant.

	8.8.	DEFERRAL OF PAYMENTS.

	The Board may agree at any time, upon request of the Participant,
to defer the date on which any payment under an Award will be made.

	8.9.	PAST SERVICES AS CONSIDERATION

	Where a Participant purchases Stock under an Award for a price
equal to the par value of the Stock the Board may determine that such
price has been satisfied by past services rendered by the Participant.


9.	EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

	Neither adoption of the Plan nor the grant of Awards to a
participant will affect the Company's right to grant to such
Participant awards that are not subject to the Plan, to issue to such
Participant Stock as a bonus or otherwise, or to adopt other plans or
arrangements under which stock be issued to Employees.

	The Board may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be permitted by
law, or may at any time terminate the Plan as to any further grants of
Awards, provided that (except to the extent expressly required or
permitted by the Plan) no such amendment will, without the approval of
the stockholders of the Company, effectuate a change for which
stockholder approval is required in order for the Plan to continue to
qualify for the award of ISOs under section 422 of the Code and to
continue to qualify under Rule 16b-3 promulgated under Section 16 of
the 1934 Act.