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EXHIBIT 10.3
TO 10-K FOR 1996                            USCS INTERNATIONAL, INC.

                AMENDED AND RESTATED 1993 INCENTIVE STOCK OPTION PLAN
                                 AS OF MARCH 5, 1997

1.  PURPOSES OF THE PLAN.

    The purposes of this Stock Option Plan are to reward outstanding
    performance and contribution, to provide a means for sharing in the
    Company's value growth, and to promote long-term commitment to the Company.
    Options granted hereunder may be either Incentive Stock Options or
    Nonstatutory Stock Options at the discretion of the Committee.

2.  DEFINITIONS.

    As used herein, and in any Option granted hereunder, the following
    definitions shall apply:
    (a)  "BOARD" shall mean the Board of Directors of the Company.
    (b)  "CODE" shall mean the Internal Revenue Code of 1986, as amended.
    (c)  "COMMON STOCK" shall mean the Common Stock of the Company.
    (d)  "COMPANY" shall mean USCS International, Inc., a Delaware corporation.
    (e)  "COMMITTEE" shall mean the Committee appointed by the Board in
         accordance with paragraph (a) of Section 4 of the Plan.  If the Board
         does not appoint or ceases to maintain a Committee, the term
         "Committee" shall refer to the Board.
    (f)  "CONTINUOUS EMPLOYMENT" shall mean the absence of any interruption or
         termination of service as an Employee by the Company or any
         Subsidiary.  Continuous Employment shall not be considered interrupted
         during any period of sick leave, military leave or any other leave of
         absence approved by the Board or in the case of transfers between
         locations of the Company or between the Company and any Parent,
         Subsidiary or successor of the Company.
    (g)  "DISINTERESTED PERSON" shall mean a person who has not at any time
         within one year prior to service as a member of the Committee (or
         during such service) been granted or awarded Options or other equity
         securities pursuant to the Plan or any other plan of the Company or
         any Parent or Subsidiary.  Notwithstanding the foregoing, a member of
         the Committee shall not fail to be a Disinterested Person merely
         because he or she participates in a plan meeting the requirements of
         Rule 16b-3(c)(2)(i)(A) or (B) promulgated under the Exchange Act.
    (h)  "EMPLOYEE" shall mean a person employed by the Company or any
         Subsidiary.
    (i)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
         amended.
    (j)  "INCENTIVE STOCK OPTION" shall mean any option granted under this Plan
         and any other option granted to an Employee in accordance with the
         provisions of Section 422 of the Code, and the regulations promulgated
         thereunder.


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    (k)  "NONSTATUTORY STOCK OPTION" shall mean an Option granted under the
         Plan that is subject to the provisions of Section 1.83-7 of the
         Treasury Regulations promulgated under Section 83 of the Code.
    (l)  "OPTION" shall mean a stock option granted pursuant to the Plan.
    (m)  "OPTION AGREEMENT" shall mean a written agreement between the Company
         and the Optionee regarding the grant and exercise of Options to
         purchase Shares and the terms and conditions thereof as determined by
         the Committee pursuant to the Plan.
    (n)  "OPTIONED SHARES" shall mean the Common Stock subject to an Option.
    (o)  "OPTIONEE"  shall mean an Employee at the level of vice president or
         above who receives an Option.
    (p)  "PARENT" shall mean a "parent corporation," whether now or hereafter
         existing, as defined by Section 424(e) of the Code.
    (q)  "PLAN" shall mean this 1993 Stock Option Plan.
    (r)  "REGISTRATION DATE" shall mean June 21, 1996, the effective date of
         the first registration statement filed by the Company pursuant to
         Section 12(g) of the Exchange Act with respect to any class of the
         Company's equity securities.
    (s)  "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
    (t)  "SHARE" shall mean a share of the Common Stock subject to an Option,
         as adjusted in accordance with Section 11 of the Plan.
    (u)  "SUBSIDIARY" shall mean a "subsidiary corporation," whether now or
         hereafter existing, as defined in Section 424(f) of the Code.

3.  STOCK SUBJECT TO THE PLAN.

    Subject to the provisions of Section 11 of the Plan, The number of Shares
    under this Plan shall be, and shall not exceed, an aggregate of 1,260,000
    shares of Common voting stock of USCS International, Inc. The Shares may be
    authorized but unissued or reacquired shares of Common Stock.  If an Option
    expires or becomes unexercisable for any reason without having been
    exercised in full, the Shares which were subject to the Option but as to
    which the Option was not exercised shall, unless the Plan shall have been
    terminated, become available for other Option grants under the Plan.

    The Company intends that as long as it is not subject to the reporting
    requirements of Section 13 or 15(d) of the Exchange Act and is not an
    investment company registered or required to be registered under the
    Investment Company Act of 1940, all offers and sales of Options and Shares
    issuable upon exercise of any Option shall be exempt from registration
    under the provisions of Section 5 of the Securities Act, and the Plan shall
    be administered in such a manner so as to preserve such exemption.  The
    Company intends that the Plan shall constitute a written compensatory
    benefit plan within the meaning of Rule 701(b) of 17 CFR Section 230.701
    promulgated by the Securities and Exchange Commission pursuant to such Act.
    The Committee shall designate which Options granted under the Plan by the
    Company are intended to be granted in reliance on Rule 701.


4.  ADMINISTRATION OF THE PLAN.

    (a)  PROCEDURE.  The Plan shall be administered by the Board.  The Board
         may appoint a Committee consisting of not less than three (3) members
         of the Board to administer the Plan, subject to such terms and
         conditions as the Board may prescribe.  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.

         Members of the Board or Committee who are either eligible for Options
         or have been granted Options may vote on any matters affecting the
         administration of the Plan or the grant of Options pursuant to the
         Plan, except that no such member shall act upon the granting of an
         Option to himself, 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 Option
         to him or her.


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         The Committee shall meet at such times and places and upon such notice
         as the Chairperson determines.  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.

    (b)  PROCEDURE AFTER REGISTRATION DATE.  Notwithstanding subsection (a)
         above, after the date of registration of the Company's Common Stock on
         a national securities exchange or the Registration Date, the Plan
         shall be administered either by: (i) the full Board, provided that all
         members of the Board are Disinterested Persons; or (ii) a Committee of
         three (3) or more directors, each of whom is a Disinterested Person.
         After such date, the Board shall take all action necessary to
         administer the Plan in accordance with the then effective provisions
         of Rule 16b-3 promulgated under the Exchange Act, provided that any
         amendment to the Plan required for compliance with such provisions
         shall be made consistent with the provisions of Section 13 of the
         Plan, and said regulations.

    (c)  POWERS OF THE COMMITTEE. Subject to the provisions of the Plan, the
         Committee shall have the authority: (i) to determine, upon review of
         relevant information, the fair market value of the Common Stock; (ii)
         to determine the exercise price of Options to be granted, the persons
         to whom and the time or times at which Options shall be granted, and
         the number of Shares to be represented by each Option; (iii) to
         interpret the Plan; (iv) to prescribe, amend and rescind rules and
         regulations relating to the Plan; (v) to determine the terms and
         provisions of each Option granted under the Plan (which need not be
         identical) and, with the consent of the holder thereof, to modify or
         amend any Option; (vi) to authorize any person to execute on behalf of
         the Company any instrument required to effectuate the grant of an
         Option previously granted by the Committee; (vii) defer an exercise
         date of any Option (with the consent of the Optionee), subject to the
         provisions of Section 9(a) of the Plan; (viii) to determine whether
         Options granted under the Plan will be Incentive Stock Options or
         Nonstatutory Stock Options; (ix) to make all other determinations
         deemed necessary or advisable for the administration of the Plan; and
         (x) to designate which Options granted under the Plan will be issued
         in reliance on Rule 701.

    (d)  EFFECT OF COMMITTEE'S DECISION.  All decisions, determinations and
         interpretations of the Committee shall be final and binding on all
         potential or actual Optionees, any other holder of an Option or other
         equity security of the Company and all other persons.

5.  ELIGIBILITY.

    (a)  PERSONS ELIGIBLE FOR OPTIONS.  Options under the Plan may be granted
         only to Employees who are vice presidents or above of the Company or
         any Subsidiary whom the Committee, in its sole discretion, may
         designate from time to time.  An Employee who has been granted an
         Option, if he or she is otherwise eligible, may be granted an
         additional Option or Options.  However, the aggregate fair market
         value (determined in accordance with the provisions of Section 8(a) of
         the Plan) of the Shares subject to one or more Incentive Stock Options
         grants that are exercisable for the first time by an Optionee during
         any calendar year (under all stock option plans of the Company and its
         Parents and Subsidiaries) shall not exceed $100,000 (determined as of
         the grant date); all grants in excess of the $100,000 limit are
         designated as Nonstatutory Stock Option.

    (b)  NO RIGHT TO CONTINUING EMPLOYMENT.  Neither the establishment nor the
         operation of the Plan shall confer upon any Optionee or any other
         person any right with respect to continuation of employment or other
         service with the Company or any Subsidiary, nor shall the Plan
         interfere in any way with the right of the Optionee or the right of
         the Company (or any Parent or Subsidiary) to terminate such employment
         or service at any time.

6.  TERM OF PLAN.

    The Plan shall become effective upon its adoption by the Board or its
    approval by vote of the holders of the outstanding shares of the Company
    entitled to vote on the adoption of the Plan (in accordance with the
    provisions of Section 18 hereof), whichever is earlier. It shall continue
    in effect for a term of ten (10) years unless sooner terminated under
    Section 13 of the Plan.


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7.  TERM OF OPTION.

    Unless the Committee determines otherwise, the term of each Option granted
    under the Plan shall be ten (10) years from the date of grant.  The term of
    the Option shall be set forth in the Option Agreement.  No Incentive Stock
    Option shall be exercisable after the expiration of ten (10) years from the
    date such Option is granted; provided that, no Incentive Stock Option
    granted to any Employee who, at the date such Option is granted, owns
    (within the meaning of Section 425(d) of the Code) more than ten percent
    (10%) of the total combined voting power of all classes of stock of the
    Company or any Parent or Subsidiary shall be exercisable after the
    expiration of five (5) years from the date such Option is granted.

8.  EXERCISE PRICE AND CONSIDERATION.

    (a)  EXERCISE PRICE.  Except as provided in subsection (b) below, the
         exercise price for the Shares to be issued pursuant to any Option
         shall be such price as is determined by the Committee, which shall in
         no event be less than, in the case of Incentive Stock Options, the
         fair market value of such Shares on the date the Option is granted,
         PROVIDED THAT, in the case of any Optionee owning stock possessing
         more than ten percent (10%) of the total combined voting power of all
         classes of stock of the Company or any Parent or Subsidiary of the
         Company, the exercise price shall be 110% of fair market value on the
         date the Incentive Stock Option is granted.  Fair market value of the
         Common Stock shall be determined by the Committee, using such criteria
         as it deems relevant; provided, however, that if there is a public
         market for the Common Stock, the fair market value per Share shall be
         the average of the last reported bid and asked prices of the Common
         Stock on the date of grant, as reported in THE WALL STREET JOURNAL
         (or, if not so reported, as otherwise reported by the National
         Association of Securities Dealers Automated Quotation NASDAQ System)
         or, in the event the Common Stock is listed on a national securities
         exchange (within the meaning of Section 6 of the Exchange Act) or on
         the NASDAQ National Market System (or any successor national market
         system), the fair market value per Share shall be the closing price on
         such exchange on the date of grant of the Option, as reported in THE
         WALL STREET JOURNAL.
    (b)  TEN PERCENT STOCKHOLDERS.  No Option shall be granted to any Employee
         who, at the date such Option is granted, owns (within the meaning of
         Section 424(d) of the Code) more than ten percent (10%) of the total
         combined voting power of all classes of stock of the Company or any
         Parent or Subsidiary, unless the exercise price for the Shares to be
         issued pursuant to such Option is at least equal to 110 percent (110%)
         of the fair market value of such Shares on the grant date determined
         by the Committee in the manner set forth in subsection (a) above.
    (c)  CONSIDERATION.  The consideration to be paid for the Optioned Shares
         shall be payment in cash or by check unless payment in some other
         manner, including by promissory note, other shares of the Company's
         Common Stock or such other consideration and method of payment for the
         issuance of Optioned Shares as is authorized by the Committee at the
         time of the grant of the Option.  Any cash or other property received
         by the Company from the sale of Shares pursuant to the Plan shall
         constitute part of the general assets of the Company.

9.  EXERCISE OF OPTION.

    (a)  VESTING PERIOD.  Any Option granted hereunder shall be exercisable at
         such times and under such conditions as determined by the Committee
         and as shall be permissible under the terms of the Plan, which shall
         be specified in the Option Agreement evidencing the Option.  Options
         granted under the Plan shall vest at a rate of at least twenty percent
         (20%) per year.

    (b)  EXERCISE PROCEDURES.  An Option shall be deemed to be exercised when
         written notice of such exercise has been given to the Company in
         accordance with the terms of the option agreement evidencing the
         Option, and full payment for the Shares with respect to which the
         Option is exercised has been received by the Company.

         An Option may not be exercised for fractional shares. As soon as
         practicable following the exercise of an Option in the manner set
         forth above, the Company shall issue or cause its transfer agent to
         issue stock certificates representing the Shares purchased. Until the
         issuance of such


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         stock certificates (as evidenced by the appropriate entry on the books
         of the Company or of a duly authorized transfer agent of the Company),
         no right to vote or receive dividends or any other rights as a
         stockholder shall exist with respect to the Optioned Shares
         notwithstanding the exercise of the Option.  No adjustment will be
         made for a dividend or other rights for which the record date is prior
         to the date of the transfer by the Optionee of the consideration for
         the purchase of the Shares, except as provided in Section 11 of the
         Plan.  After the Registration Date, the exercise of an Option by any
         person subject to short-swing trading liability under Section 16(b) of
         the Exchange Act shall be subject to compliance with all applicable
         requirements of Rule 16b-3(d) or (e) promulgated under the Exchange
         Act.

    (c)  DEATH OF OPTIONEE.  In the event of the death during the Option period
         of an Optionee who is at the time of his death, or was within the
         ninety (90)-day period immediately prior thereto, an Employee, and who
         was in Continuous Employment as such from the date of the grant of the
         Option until the date of death or termination, the Option may be
         exercised, at any time prior to the expiration of the Option period,
         by the Optionee's estate or by a person who acquired the right to
         exercise the Option by bequest or inheritance, but only to the extent
         of the accrued right to exercise at the time of the termination or
         death, whichever comes first.

    (d)  DISABILITY OF OPTIONEE.  In the event of the disability during the
         Option period of an Optionee who is at the time of such disability, or
         was within the ninety (90)-day period prior thereto, an Employee, and
         who was in Continuous Employment as such from the date of the grant of
         the Option until the date of disability or termination, the Option may
         be exercised at any time within one (1) year following the date of
         disability, but only to the extent of the accrued right to exercise at
         the time of the termination or disability, whichever comes first,
         subject to the condition that no option shall be exercised after the
         expiration of the Option period.

    (e)  TERMINATION OF STATUS AS EMPLOYEE.  If an Optionee shall cease to be
         an Employee for any reason other than disability or death, the
         Optionee may, but only within ninety (90) days (or such other period
         of time as is determined by the Committee) after the date he or she
         ceases to be an Employee, exercise his or her Option to the extent
         that he or she was entitled to exercise it at the date of such
         termination, subject to the condition that no option shall be
         exercisable after the expiration of the Option period.  Upon such
         exercise and if so provided in the Restricted Stock Transfer
         Agreement, the Company may, but only within ninety (90) days (or such
         other period of time as is determined by the Committee) after the date
         of such exercise, repurchase from the Optionee the Optionee's Option
         Shares at the higher of the original purchase price for the Option
         Shares or fair market value (as determined by the Company's Board of
         Directors) of the Option Shares on the date of termination of
         employment.  The right to repurchase shall be exercisable for cash or
         cancellation of purchase money indebtedness.

    (f)  EXERCISE OF OPTION WITH STOCK AFTER REGISTRATION DATE.  After the
         Registration Date, the Committee may permit an Optionee to exercise an
         Option by delivering shares of the Company's Common Stock.  If the
         Optionee is so permitted, the option agreement covering such Option
         may include provisions authorizing the Optionee to exercise the
         Option, in whole or in part, by:  (i) delivering whole shares of the
         Company's Common Stock previously owned by such Optionee (whether or
         not acquired through the prior exercise of a stock option) having a
         fair market value equal to the aggregate exercise price for the
         Optioned Shares issuable on exercise of the Option; and/or (ii)
         directing the Company to withhold from the Shares that would otherwise
         be issued upon exercise of the Option that number of whole Shares
         having a fair market value equal to the aggregate exercise price for
         the Optioned Shares issuable on exercise of the Option.  Shares of the
         Company's Common Stock so delivered or withheld shall be valued at
         their fair market value at the close of the last business day
         immediately preceding the date of exercise of the Option, as
         determined by the Committee, in accordance with the provisions of
         Section 8(a) of the Plan.  Any balance of the exercise price shall be
         paid in cash.  Any shares delivered or withheld in accordance with
         this provision shall not again become available for purposes of the
         Plan and for Options subsequently granted thereunder.

    (g)  TAX WITHHOLDING.  After the Registration Date, when an Optionee is
         required to pay to the Company an amount with respect to tax
         withholding obligations in connection with the exercise of an Option
         granted under the Plan, the Optionee may elect prior to the date the
         amount of such withholding tax is determined (the "Tax Date") to make
         such payment, or such increased payment


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         as the Optionee elects to make up to the maximum federal, state and
         local marginal tax rates, including any related FICA obligation,
         applicable to the Optionee and the particular transaction, by: (i)
         delivering cash; (ii) delivering part or all of the payment in
         previously owned shares of Common Stock (whether or not acquired
         through the prior exercise of an Option); and/or (iii) irrevocably
         directing the Company to withhold from the Shares that would otherwise
         be issued upon exercise of the Option that number of whole Shares
         having a fair market value equal to the amount of tax required or
         elected to be withheld (a "Withholding Election").  If an Optionee's
         Tax Date is deferred beyond the date of exercise and the Optionee
         makes a Withholding Election, the Optionee will initially receive the
         full amount of Optioned Shares otherwise issuable upon exercise of the
         Option, but will be unconditionally obligated to surrender to the
         Company on the Tax Date the number of Shares necessary to satisfy his
         or her minimum withholding requirements, or such higher payment as he
         or she may have elected to make, with adjustments to be made in cash
         after the Tax Date.

         Any withholding of Optioned Shares with respect to taxes arising in
         connection with the exercise of an Option by any person subject to
         short-swing trading liability under Section 16(b) of the Exchange Act
         shall satisfy the following conditions:

    (i)  An advance election to withhold Optioned Shares in settlement of a tax
         liability must satisfy the requirements of Rule 16b-3(d)(1)(i),
         regarding participant-directed transactions;

    (ii) Absent such an election, the withholding of Optioned Shares to settle
         a tax liability may occur only during the quarterly window period
         described in Rule 16b-3(e);

    (iii)Absent an advance election or window-period withholding, the Optionee
         may deliver shares of Common Stock owned prior to the exercise of an
         Option to settle a tax liability arising upon exercise of the Option,
         in accordance with Rule 16b-3(f); or

    (iv) The delivery of previously acquired shares of Common Stock (but not
         the withholding of newly acquired Shares) will be allowed where an
         election under Section 83(b) of the Code accelerates the Tax Date to a
         day that occurs less than six (6) months after the advance election
         and is not within the quarterly window period described in
         Rule 16b-3(e).

         Any adverse consequences incurred by an Optionee with respect to the
         use of shares of Common Stock to pay any part of the exercise price or
         of any tax in connection with the exercise of an Option, including
         without limitation any adverse tax consequences arising as a result of
         a disqualifying disposition within the meaning of Section 422 of the
         Code shall be the sole responsibility of the Optionee.  Shares
         withheld in accordance with this provision shall not again become
         available for purposes of the Plan and for Options subsequently
         granted thereunder.

10. NON-TRANSFERABILITY OF OPTIONS.

    An Option may not be sold, pledged, assigned, hypothecated, transferred or
    disposed of in any manner other than by will or by the laws of descent and
    distribution or pursuant to a qualified domestic relations order as defined
    by the Code or Title I of the Employee Retirement Income Security Act or
    the rules thereunder, and may be exercised, during the lifetime of the
    Optionee, only by the Optionee.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

    Subject to any required action by the stockholders of the Company, the
    number of Optioned Shares covered by each outstanding Option, and the per
    share exercise price of each such Option, shall be proportionately adjusted
    for any increase or decrease in the number of issued shares of Common Stock
    resulting from a stock split, reverse stock split, recapitalization,
    combination, reclassification, the payment of a stock dividend on the
    Common Stock or any other increase or decrease in the number of such shares
    of Common Stock effected without receipt of consideration by the Company;
    provided, however, that conversion of any convertible securities of the
    Company shall not be deemed to have been "effected without receipt of
    consideration".  Such adjustment shall be made by the Board, whose
    determination in that respect shall be final, binding and conclusive.
    Except as expressly provided herein, no issue by the Company of shares of
    stock of any class, or securities convertible into shares of stock of any
    class, shall affect, and no adjustment by reason thereof shall be made with
    respect to, the number or price of shares of Common Stock subject to an
    Option.


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    The Committee may, if it so determines in the exercise of its sole
    discretion, also make provision for adjusting the number or class of
    securities covered by any Option, as well as the price to be paid therefor,
    in the event that the Company effects one or more reorganizations,
    recapitalizations, rights offerings, or other increases or reductions of
    shares of its outstanding Common Stock, and in the event of the Company
    being consolidated with or merged into any other corporation.

    If the Company dissolves, sells substantially all of its assets, is
    acquired in a stock for stock or securities exchange or is party to a
    merger or reorganization in which it not the surviving corporation (a
    "Change in Control"), then fifty percent (50%) of the unvested portion of
    each Option held at least six (6) months prior to the effective date of a
    Change of Control shall immediately vest and each Option shall be
    exercisable by the holder thereof for a period of not less than thirty (30)
    days prior to such Change in Control, provided, however, that the Optionee
    shall be given not less than thirty (30) days notice of such Change of
    Control and within such time period may exercise his or her Options in
    whole or in part. All Options shall terminate in their entirety to the
    extent not exercised on or prior to such thirty (30) day period.


12. TIME OF GRANTING OPTIONS.

    Unless otherwise specified by the Committee, the date of grant of an Option
    under the Plan shall be the date on which the Committee makes the
    determination granting such Option.  Notice of the determination shall be
    given to each Optionee to whom an Option is so granted within a reasonable
    time after the date of such grant.

13. AMENDMENT AND TERMINATION OF THE PLAN.

    The Board may amend or terminate the Plan from time to time in such
    respects as the Board may deem advisable, except that, without approval of
    the holders of a majority of the outstanding capital stock no such revision
    or amendment shall change the number of Shares subject to the Plan, change
    the designation of the class of employees eligible to receive Options or
    add any material benefit to Optionees under the Plan.  Any such amendment
    or termination of the Plan shall not affect Options already granted, and
    such Options shall remain in full force and effect as if the Plan had not
    been amended or terminated.

14. CONDITIONS UPON ISSUANCE OF SHARES.

    Shares shall not be issued with respect to an Option granted under the Plan
    unless the exercise of such Option and the issuance and delivery of such
    Shares pursuant thereto shall comply with all relevant provisions of law,
    including, without limitation, the Securities Act, the Exchange Act, the
    rules and regulations promulgated thereunder, and the requirements of any
    stock exchange upon which the Shares may then be listed, and shall be
    further subject to the approval of counsel for the Company with respect to
    such compliance.  As a condition to the exercise of an Option, the Company
    may require the person exercising such Option to represent and warrant at
    the time of any such exercise that the Shares are being purchased only for
    investment and without any present intention to sell or distribute such
    Shares if, in the opinion of counsel for the Company, such a representation
    is required by any of the aforementioned relevant provisions of law.

15. RESERVATION OF SHARES.

    During the term of this Plan the Company will at all times reserve and keep
    available the number of Shares as shall be sufficient to satisfy the
    requirements of the Plan.  Inability of the Company to obtain from any
    regulatory body having jurisdiction and authority deemed by the Company's
    counsel to be necessary to the lawful issuance and sale of any Shares
    hereunder shall relieve the Company of any liability in respect of the
    nonissuance or sale of such Shares as to which such requisite authority
    shall not have been obtained.


16. INFORMATION TO OPTIONEE.


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    During the term of any Option granted under the Plan, the Company shall
    provide or otherwise make available to each Optionee a copy of its
    financial statements at least annually.

17. OPTION AGREEMENT.

    Options granted under the Plan shall be evidenced by Option Agreements.

18. STOCKHOLDER APPROVAL.

    The Plan shall be subject to approval by the affirmative vote of the
    holders of a majority of the outstanding capital stock of the Company
    entitled to vote within twelve (12) months before or after the Plan is
    adopted.  Any option exercised before stockholder approval is obtained must
    be rescinded if stockholder approval is not obtained within twelve (12)
    months before or after the Plan is adopted.  Shares issued upon the
    exercise of such options shall not be counted in determining whether such
    approval is obtained.  Any amendments to the Plan which require stockholder
    approval shall be by the affirmative vote of the holders of a majority of
    the outstanding capital stock of the Company entitled to vote.


    --end of plan--


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