EXHIBIT 10.31

                       MANAGEDSTORAGE INTERNATIONAL, INC.

                        2000 STOCK OPTION AND GRANT PLAN

SECTION 1.           GENERAL PURPOSE OF THE PLAN; DEFINITIONS

           The name of the plan is the ManagedStorage International, Inc. 2000
Stock Option and Grant Plan (the "Plan"). The purpose of the Plan is to
encourage and enable the officers, employees, directors, consultants and other
key persons of ManagedStorage International, Inc., a Delaware corporation (the
"Company") and its Subsidiaries, upon whose judgment, initiative and efforts the
Company largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company, thereby stimulating
their efforts on the Company's behalf and strengthening their desire to remain
with the Company.

           The following terms shall be defined as set forth below:

           "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

           "AWARD" or "AWARDS," except where referring to a particular category
of grant under the Plan, shall include Incentive Stock Options, Non-Qualified
Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, or any
combination of the foregoing.

           "BOARD" means the Board of Directors of the Company or its successor
entity.

           "CAUSE" means a vote of the Board resolving that the grantee should
be dismissed as a result of (i) the commission of any act by a grantee
constituting financial dishonesty against the Company (which act would be
chargeable as a crime under applicable law); (ii) a grantee's engaging in any
other act of dishonesty, fraud, intentional misrepresentation, moral turpitude,
illegality or harassment which, as determined in good faith by the Board, would:
(A) materially adversely affect the business or the reputation of the Company
with its current or prospective customers, suppliers, lenders and/or other third
parties with whom it does or might do business; or (B) expose the Company to a
risk of civil or criminal legal damages, liabilities or penalties; (iii) the
repeated failure by a grantee to follow the directives of the Company's chief
executive officer or Board or (iv) any material misconduct, violation of the
Company's policies, or willful and deliberate non-performance of duty by the
grantee in connection with the business affairs of the Company.

           "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

           "COMMITTEE" has the meaning specified in Section 2.

           "EFFECTIVE DATE" means the date on which the Plan is approved by
stockholders as set forth at the end of this Plan.

           "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

            "FAIR  MARKET  VALUE" of the Stock on any given  date means the fair
market value of the Stock  determined in good faith by the Committee;  PROVIDED,
HOWEVER,  that (i) if the Stock trades on a national  securities  exchange,  the
Fair Market Value on any given date is the closing sale price on such date; (ii)
if the Stock does not trade on any national  securities exchange but is admitted
to trading on the National  Association of Securities  Dealers,  Inc.  Automated

                                       (6)
<PAGE>

Quotation  System  ("NASDAQ"),  the Fair  Market  Value on any given date is the
closing  sale price as  reported by NASDAQ on such date;  or if no such  closing
sale price  information is available,  the average of the highest bid and lowest
asked  prices for the Stock  reported  on such date.  For any date that is not a
trading day, the Fair Market Value of the Stock for such date will be determined
by using the  closing  sale price or the  average of the  highest bid and lowest
asked prices,  as appropriate,  for the immediately  preceding  trading day. The
Committee  can  substitute a particular  time of day or other measure of closing
sale price if appropriate  because of changes in exchange or market  procedures.
Notwithstanding  the  foregoing,  if the date for  which  Fair  Market  Value is
determined  is the first day when  trading  prices for the Stock are reported on
NASDAQ or trading on a national securities exchange, the Fair Market Value shall
be the "Price to the Public" (or equivalent) set forth on the cover page for the
final prospectus relating to the Company's Initial Public Offering.

           "GOOD REASON" means the occurrence of any of the following events:
(i) a substantial adverse change in the nature or scope of the grantee's
responsibilities, authorities, powers, functions or duties; (ii) a reduction in
the grantee's annual base salary except for across-the-board salary reductions
similarly affecting all or substantially all management employees; or (iii) the
relocation of the offices at which the grantee is principally employed to a
location more than 50 miles from such offices.

           "INCENTIVE STOCK OPTION" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

           "INITIAL PUBLIC OFFERING" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Exchange Act, other than on Forms S-4 or S-8 or
their then equivalents, covering the offer and sale by the Company of its equity
securities, as a result of or following which the Stock shall be publicly held.

           "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

           "OPTION" or "STOCK OPTION" means any option to purchase shares of
Stock granted pursuant to Section 5.

           "RESTRICTED STOCK AWARD" means Awards granted pursuant to Section 6.

           "STOCK" means the Common Stock, par value $0.0001 per share, of the
Company, subject to adjustments pursuant to Section 3.

           "SUBSIDIARY" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50 percent or more of the economic interest or the total combined
voting power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

           "UNRESTRICTED STOCK AWARD" means any Award granted pursuant to
Section 7.

SECTION 2.     ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT
               GRANTEES AND DETERMINE AWARDS

           (a)        ADMINISTRATION OF PLAN. The Plan shall be administered by
the Board, or at the discretion of the Board, by a committee of the Board,
comprised, except as contemplated by Section 2(c), of not less than two
Directors. All references herein to the Committee shall be deemed to refer to
the group then responsible for administration of the Plan at the relevant time
(i.e., either the Board of Directors or a committee or committees of the Board,
as applicable).

           (b)        POWERS OF COMMITTEE. The Committee shall have the power
and authority to grant Awards consistent with the terms of the Plan, including
the power and authority:



                                       (7)
<PAGE>

                      (i)        to select the individuals to whom Awards may
from time to time be granted;

                      (ii)       to determine the time or times of grant, and
the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock Awards, Unrestricted Stock Awards, or any combination of the
foregoing, granted to any one or more grantees;

                      (iii)      to determine the number of shares of Stock to
be covered by any Award;

                      (iv)       to determine and modify from time to time the
terms and conditions, including restrictions, not inconsistent with the terms of
the Plan, of any Award, which terms and conditions may differ among individual
Awards and grantees, and to approve the form of written instruments evidencing
the Awards;

                      (v)        to accelerate at any time the exercisability or
vesting of all or any portion of any Award;

                      (vi)       to impose any limitations on Awards granted
under the Plan, including limitations on transfers, repurchase provisions and
the like and to exercise repurchase rights or obligations;

                      (vii)      subject to the provisions of Section 5(a)(ii),
to extend at any time the period in which Stock Options may be exercised;

                      (viii)     to determine at any time whether, to what
extent, and under what circumstances distribution or the receipt of Stock and
other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the grantee and whether and to what extent
the Company shall pay or credit amounts constituting interest (at rates
determined by the Committee) or dividends or deemed dividends on such deferrals;
and

                      (ix)       at any time to adopt, alter and repeal such
rules, guidelines and practices for administration of the Plan and for its own
acts and proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written instruments); to
make all determinations it deems advisable for the administration of the Plan;
to decide all disputes arising in connection with the Plan; and to otherwise
supervise the administration of the Plan.

           All decisions and interpretations of the Committee shall be binding
on all persons, including the Company and Plan grantees.

           (c)        DELEGATION OF AUTHORITY TO GRANT AWARDS. The Committee, in
its discretion, may delegate to the Chief Executive Officer or other Executive
Officer of the Company all or part of the Committee's authority and duties with
respect to the granting of Awards at Fair Market Value to individuals who are
not subject to the reporting and other provisions of Section 16 of the Exchange
Act or "covered employees" within the meaning of Section 162(m) of the Code, and
in the event of such delegation, such Chief Executive Officer or Executive
Officer shall be deemed a one-person Committee of the Board. Any such delegation
by the Committee shall include a limitation as to the amount of Awards that may
be granted during the period of the delegation and shall contain guidelines as
to the determination of the exercise price of any Option, the conversion ratio
or price of other Awards and the vesting criteria. The Committee may revoke or
amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Committee's delegate or delegates that were consistent
with the terms of the Plan.

           (d)        INDEMNIFICATION.  Neither the Board nor the Committee, nor
any  member of either or any  delegatee  thereof,  shall be liable  for any act,
omission,  interpretation,  construction or determination  made in good faith in
connection  with the Plan,  and the members of the Board and the Committee  (and
any delegatee  thereof)  shall be entitled in all cases to  indemnification  and
reimbursement  by the Company in respect of any claim,  loss,  damage or expense
(including, without limitation, reasonable attorneys' fees) arising or resulting

                                       (8)
<PAGE>

therefrom to the fullest extent permitted by law and/or under any directors' and
officers' liability insurance coverage which may be in effect from time to time.

SECTION 3.            STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

           (a)        STOCK ISSUABLE. The maximum number of shares of Stock
reserved and available for issuance under the Plan shall be 6,500,000 shares of
Class A Common Stock, subject to adjustment as provided in Section 3(b). For
purposes of this limitation, the shares of Stock underlying any Awards which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance
of Stock or otherwise terminated (other than by exercise) shall be added back to
the shares of Stock available for issuance under the Plan. Subject to such
overall limitation, shares of Stock may be issued up to such maximum number
pursuant to any type or types of Award; provided, however, that from and after
the date the Company becomes subject to the deduction limit imposed by Section
162(m) of the Code, Stock Options with respect to no more than 1,000,000 shares
of Stock may be granted to any one individual grantee during any one calendar
year period. The shares available for issuance under the Plan may be authorized
but unissued shares of Stock or shares of Stock reacquired by the Company and
held in its treasury.

           (b)        CHANGES IN STOCK. Subject to Section 3(c) hereof, if, as a
result of any reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar change in the
Company's capital stock, the outstanding shares of Stock are increased or
decreased or are exchanged for a different number or kind of shares or other
securities of the Company, or additional shares or new or different shares or
other securities of the Company or other non-cash assets are distributed with
respect to such shares of Stock or other securities, or, if, as a result of any
merger, consolidation or sale of all or substantially all of the assets of the
Company, the outstanding shares of Stock are converted into or exchanged for
different number or kind of securities of the Company or any successor entity
(or a parent or subsidiary thereof), the Committee shall make an appropriate or
proportionate adjustment in (i) the maximum number of shares reserved for
issuance under the Plan, (ii) the number of Stock Options that can be granted to
any one individual grantee, (iii) the number and kind of shares or other
securities subject to any then outstanding Awards under the Plan, (iv) the
repurchase price per share subject to each outstanding Restricted Stock Award,
and (v) the exercise price and/or exchange price for each share subject to any
then outstanding Stock Options under the Plan, without changing the aggregate
exercise price (i.e., the exercise price multiplied by the number of Stock
Options ) as to which such Stock Options remain exercisable. The adjustment by
the Committee shall be final, binding and conclusive. No fractional shares of
Stock shall be issued under the Plan resulting from any such adjustment, but the
Committee in its discretion may make a cash payment in lieu of fractional
shares.

           The Committee may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Committee that such adjustment is
appropriate to avoid distortion in the operation of the Plan, PROVIDED THAT no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the grantee, if it would constitute a modification, extension or
renewal of the Option within the meaning of Section 424(h) of the Code.

           (c)        MERGERS AND OTHER SALE EVENTS. In the case of and subject
to the consummation of (i) the dissolution or liquidation of the Company, (ii)
the sale of all or substantially all of the assets of the Company on a
consolidated basis to an unrelated person or entity, (iii) a merger,
reorganization or consolidation in which the outstanding shares of Stock are
converted into or exchanged for a different kind of securities of the successor
entity and the holders of the Company's outstanding voting power immediately
prior to such transaction do not own a majority of the outstanding voting power
of the successor entity immediately upon completion of such transaction or (iv)
the sale of all or a majority of the outstanding capital stock of the Company to
an unrelated person or entity (in each case, regardless of the form thereof, a
"Sale Event"), unless otherwise provided in the Award agreement, the Plan and
all outstanding Options issued hereunder shall terminate upon the effective time
of any such Sale Event, unless provision is made in connection with such
transaction in the sole discretion of the parties thereto for the assumption or
continuation of Options theretofore granted (after taking into account any
acceleration hereunder) by the successor entity, or the substitution of such

                                       (9)
<PAGE>

Options with new Options of the successor entity or a parent or subsidiary
thereof, with such adjustment as to the number and kind of shares and the per
share exercise prices as such parties shall agree (after taking into account any
acceleration if any, hereunder). In the event of such termination, each grantee
will be permitted, within a specified period of time prior to the consummation
of the Sale Event as determined by the Committee, to exercise all outstanding
Options held by such grantee which are then exercisable or will become
exercisable as of the effective time of the Sale Event; provided, however, that
the exercise of Options not exercisable prior to the Sale Event shall be subject
to the consummation of the Sale Event. (The treatment of Restricted Stock Award
in connection with any such transaction shall be as specified in the relevant
Award agreement.)

           (d)        SUBSTITUTE AWARDS. The Committee may grant Awards under
the Plan in substitution for stock and stock based awards held by employees,
directors or other key persons of another corporation in connection with a
merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Committee may direct that the substitute
awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances. Any substitute Awards granted under the Plan
shall not count against the share limitation set forth in Section 3(a).

SECTION 4.           ELIGIBILITY

           Grantees in the Plan will be such full or part-time officers,
employees, directors, consultants and other key persons (including prospective
employees) of the Company and its Subsidiaries who are responsible for, or
contribute to, the management, growth or profitability of the Company and its
Subsidiaries as are selected from time to time by the Committee in its sole
discretion.

SECTION 5.           STOCK OPTIONS

           Any Stock Option granted under the Plan shall be pursuant to a Stock
Option Agreement which shall be in such form as the Committee may from time to
time approve. Option agreements need not be identical.

           Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be
deemed a Non-Qualified Stock Option.

           No Incentive Stock Option shall be granted under the Plan after the
date which is ten years from the date the Plan is approved by the Board.

           (a)        TERMS OF STOCK OPTIONS. Stock Options granted under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable. If the Committee so determines,
Stock Options may be granted in lieu of cash compensation at the grantee's
election, subject to such terms and conditions as the Committee may establish,
as well as in addition to other compensation.

                      (i)        EXERCISE PRICE. The exercise price per share
for the Stock covered by a Stock Option shall be determined by the Committee at
the time of grant but shall not be less than 100 percent of the Fair Market
Value on the date of grant in the case of Incentive Stock Options. If an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10 percent of the combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation and an
Incentive Stock Option is granted to such employee, the option price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market
Value on the grant date.



                                      (10)
<PAGE>

                      (ii)       OPTION TERM. The term of each Stock Option
shall be fixed by the Committee, but no Stock Option shall be exercisable more
than ten years after the date the Stock Option is granted. If an employee owns
or is deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10 percent of the combined voting power of all classes of stock
of the Company or any parent or subsidiary corporation and an Incentive Stock
Option is granted to such employee, the term of such Stock Option shall be no
more than five years from the date of grant.

                      (iii)      EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock
Options shall become exercisable at such time or times, whether or not in
installments, as shall be determined by the Committee at or after the grant
date. The Committee may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.

                      (iv)       METHOD OF EXERCISE. Stock Options may be
exercised in whole or in part, by giving written notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of the
purchase price may be made by one or more of the following methods to the extent
provided in the Award agreement:

                                 (A)        In cash, by certified or bank check,
or other instrument acceptable to the Committee in U.S. funds payable to the
order of the Company in an amount equal to the purchase price of such Option
Shares;

                                 (B)        By the optionee delivering to the
Company a promissory note if the Board has expressly authorized the loan of
funds to the optionee for the purpose of enabling or assisting the optionee to
effect the exercise of his or her Stock Option; provided that at least so much
of the exercise price as represents the par value of the Stock shall be paid
other than with a promissory note if otherwise required by state law;

                                 (C)        If permitted by the Committee,
through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the optionee on the open market or have been beneficially
owned by the optionee for at least six months and are not then subject to
restrictions under any Company plan. Such surrendered shares shall be valued at
Fair Market Value on the exercise date;

                                 (D)        If permitted by the Committee, by
the optionee delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to pay the
purchase price; PROVIDED that in the event the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements
as the Committee shall prescribe as a condition of such payment procedure.

           Payment instruments will be received subject to collection. No
certificates for shares of Stock so purchased will be issued to optionee until
the Company has completed all steps required by law to be taken in connection
with the issuance and sale of the shares, including without limitation (i)
receipt of a representation from the optionee at the time of exercise of the
Option that the optionee is purchasing the shares for the optionee's own account
and not with a view to any sale or distribution thereof, (ii) the legend of any
certificate representing the shares to evidence the foregoing representations
and restrictions, and (iii) obtaining from optionee payment or provision for all
withholding taxes due as a result of the exercise of the Option. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his or her stead in accordance with the provisions of the
Stock Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Option Award agreement or
applicable provisions of laws. In the event an optionee chooses to pay the
purchase price by previously-owned shares of Stock through the attestation
method, the shares of Stock transferred to the optionee upon the exercise of the
Stock Option shall be net of the number of shares attested to.



                                      (11)
<PAGE>

           (b)        ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent
required for "incentive stock option" treatment under Section 422 of the Code,
the aggregate Fair Market Value (determined as of the time of grant) of the
shares of Stock with respect to which Incentive Stock Options granted under this
Plan and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.

           (c)        NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee, or by the optionee's legal
representative or guardian in the event of the optionee's incapacity.
Notwithstanding the foregoing, the Committee, in its sole discretion, may
provide in the Award agreement regarding a given Option that the optionee may
transfer, without consideration for the transfer, his or her Non-Qualified Stock
Options to members of his or her immediate family, to trusts for the benefit of
such family members, or to partnerships (limited or otherwise) in which such
family members are the only partners, provided that the transferee agrees in
writing with the Company to be bound by all of the terms and conditions of this
Plan and the applicable Option.

SECTION 6.            RESTRICTED STOCK AWARDS

           (a)        NATURE OF RESTRICTED STOCK AWARDS. A Restricted Stock
Award is an Award pursuant to which the Company may, in its sole discretion,
grant or sell, at such purchase price as determined by the Committee, in its
sole discretion, shares of Stock subject to such restrictions and conditions as
the Committee may determine at the time of grant ("Restricted Stock"), which
purchase price shall be payable in cash or other form of consideration
acceptable to the Committee. Conditions may be based on continuing employment
(or other service relationship) and/or achievement of pre-established
performance goals and objectives. The terms and conditions of each such
agreement shall be determined by the Committee, and such terms and conditions
may differ among individual Awards and grantees.

           (b)        RIGHTS AS A STOCKHOLDER. Upon execution of a written
instrument setting forth the Restricted Stock Award and payment of any
applicable purchase price, a grantee shall have the rights of a stockholder with
respect to the voting of the Restricted Stock, subject to such conditions
contained in the written instrument evidencing the Restricted Stock Award.
Unless the Committee shall otherwise determine, certificates evidencing the
Restricted Stock shall remain in the possession of the Company until such
Restricted Stock is vested as provided in subsection (d) below of this Section,
and the grantee shall be required, as a condition of the grant, to deliver to
the Company a stock power endorsed in blank.

           (c)        RESTRICTIONS. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Stock Award agreement. If a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates under the conditions specified in the relevant
instrument relating to the Award, or upon such other event or events as may be
stated in the instrument evidencing the Award, the Company or its assigns shall
have the right or shall agree, as may be specified in the relevant instrument,
to repurchase some or all of the shares of Stock subject to the Award at such
purchase price as is set forth in such instrument.

           (d)        VESTING OF RESTRICTED STOCK. The Committee at the time of
grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which Restricted Stock
shall become vested, subject to such further rights of the Company or its
assigns as may be specified in the instrument evidencing the Restricted Stock
Award.

           (e)        WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The
Restricted Stock Award agreement may require or permit the immediate payment,
waiver, deferral or investment of dividends paid on the Restricted Stock.



                                      (12)
<PAGE>

SECTION 7.            UNRESTRICTED STOCK AWARDS

           (a)        GRANT OR SALE OF UNRESTRICTED STOCK. The Committee may, in
its sole discretion, grant (or sell at par value or such higher purchase price
determined by the Committee) an Unrestricted Stock Award to any grantee,
pursuant to which such grantee may receive shares of Stock free of any vesting
restrictions ("Unrestricted Stock") under the Plan. Unrestricted Stock Awards
may be granted or sold as described in the preceding sentence in respect of past
services or other valid consideration, or in lieu of any cash compensation due
to such individual.

           (b)        ELECTIONS TO RECEIVE UNRESTRICTED STOCK IN LIEU OF
COMPENSATION. Upon the request of a grantee and with the consent of the
Committee, each such grantee may, pursuant to an advance written election
delivered to the Company no later than the date specified by the Committee,
receive a portion of the cash compensation otherwise due to such grantee in the
form of shares of Unrestricted Stock either currently or on a deferred basis.

           (c)        RESTRICTIONS ON TRANSFERS. The right to receive shares of
Unrestricted Stock on a deferred basis may not be sold, assigned, transferred,
pledged or otherwise encumbered, other than by will or the laws of descent and
distribution.

SECTION 8.            TAX WITHHOLDING

           (a)        PAYMENT BY GRANTEE. Each grantee shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
grantee.

           (b)        PAYMENT IN STOCK. Subject to approval by the Committee, a
grantee may elect to have the minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
shares of Stock owned by the grantee with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the minimum withholding
amount due.

SECTION 9.            TRANSFER, LEAVE OF ABSENCE, ETC.

           For purposes of the Plan, the following events shall not be deemed a
termination of employment:

           (a)        a transfer to the employment of the Company from a
 Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to
another; or

           (b)        an approved leave of absence for military service or
sickness, or for any other purpose approved by the Company, if the employee's
right to re-employment is guaranteed either by a statute or by contract or under
the policy pursuant to which the leave of absence was granted or if the
Committee otherwise so provides in writing.

SECTION 10.   AMENDMENTS AND TERMINATION

           The Board may, at any time, amend or discontinue the Plan and the
Committee may, at any time, amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price in a manner not inconsistent with the terms of the
Plan), but such price, if any, must satisfy the requirements which would apply
to the substitute or amended Award if it were then initially granted under this


                                      (13)
<PAGE>

Plan for the purpose of satisfying changes in law or for any other lawful
purpose, but no such action shall adversely affect rights under any outstanding
Award without the holder's consent. If and to the extent determined by the
Committee to be required by the Code to ensure that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code, Plan
amendments shall be subject to approval by the Company's stockholders who are
eligible to vote at a meeting of stockholders. Nothing in this Section 10 shall
limit the Board's or Committee's authority to take any action permitted pursuant
to Section 3(c).

SECTION 11.           STATUS OF PLAN

           With respect to the portion of any Award that has not been exercised
and any payments in cash, Stock or other consideration not received by a
grantee, a grantee shall have no rights greater than those of a general creditor
of the Company unless the Committee shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
PROVIDED that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.

SECTION 12.           GENERAL PROVISIONS

           (a)        NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The
Committee may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof. No shares of Stock shall be
issued pursuant to an Award until all applicable securities law and other legal
and stock exchange or similar requirements have been satisfied. The Committee
may require the placing of such stop-orders and restrictive legends on
certificates for Stock and Awards as it deems appropriate.

           (b)        DELIVERY OF STOCK CERTIFICATES. Stock certificates to
grantees under this Plan shall be deemed delivered for all purposes when the
Company or a stock transfer agent of the Company shall have mailed such
certificates in the United States mail, addressed to the grantee, at the
grantee's last known address on file with the Company.

           (c)        OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS.
Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, and such arrangements
may be either generally applicable or applicable only in specific cases. The
adoption of this Plan and the grant of Awards do not confer upon any employee
any right to continued employment with the Company or any Subsidiary.

           (d)        TRADING POLICY RESTRICTIONS. Option exercises and other
Awards under the Plan shall be subject to such Company's
insider-trading-policy-related restrictions, terms and conditions as may be
established by the Committee, or in accordance with policies set by the
Committee, from time to time.

           (e)        LOANS TO AWARD RECIPIENTS. The Company shall have the
authority to make loans to recipients of Awards hereunder (including to
facilitate the purchase of shares) and shall further have the authority to issue
shares for promissory notes hereunder.

           (f)        DESIGNATION OF BENEFICIARY. Each grantee to whom an Award
has been made under the Plan may designate a beneficiary or beneficiaries to
exercise any Award or receive any payment under any Award payable on or after
the grantee's death. Any such designation shall be on a form provided for that
purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or
if the designated beneficiaries have predeceased the grantee, the beneficiary
shall be the grantee's estate.



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<PAGE>

SECTION 13.    EFFECTIVE DATE OF PLAN

           This Plan shall become effective upon approval by the holders of a
majority of the votes cast at a meeting of stockholders at which a quorum is
present or by written consent in accordance with applicable law. Subject to such
approval by the stockholders and to the requirement that no Stock may be issued
hereunder prior to such approval, Stock Options and other Awards may be granted
hereunder on and after adoption of this Plan by the Board.

SECTION 14.    GOVERNING LAW

           This Plan and all Awards and actions taken thereunder shall be
governed by Delaware law, applied without regard to conflict of law principles.

ADOPTED BY BOARD OF DIRECTORS: March 27, 2000

APPROVED BY STOCKHOLDERS:      March 27, 2000

AMENDED BY BOARD OF DIRECTORS: April 24, 2002



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