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                                                                    Exhibit 10.3

                           KANBAY INTERNATIONAL, INC.
                        2005 EMPLOYEE STOCK PURCHASE PLAN

     1.   PURPOSE. The purpose of the Kanbay International, Inc. 2005 Employee
Stock Purchase Plan (the "Plan") is to provide employees of Kanbay
International, Inc. (the "Company") and its Designated Subsidiaries with an
opportunity to purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of Code Section 423 (and the requirements of applicable local
law).

     2.   DEFINITIONS. Unless the context clearly indicates otherwise, for
purposes of the Plan, the following terms shall have the following meanings:

          (a)  "Affiliate" means any corporation or other business entity that
     is a parent or Subsidiary of the Company, including ownership of 50% or
     more of the voting or profits interests of the corporation or other
     business entity.

          (b)  "Board" means the Board of Directors of the Company, as
     constituted from time to time.

          (c)  "Beneficiary" means the person designated by the Participant in
     accordance with Section 18.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended.

          (e)  "Common Stock" means the common stock, $0.001 par value, of the
     Company or any security of the Company issued by the Company in
     substitution or exchange therefor.

          (f)  "Company" means Kanbay International, Inc., a Delaware
     corporation, and any successor thereto.

          (g)  "Compensation" means with respect to a Participant, the portion
     of the Participant's total cash compensation paid to the Participant by the
     Company or a Designated Subsidiary during the applicable payroll period.

          (h)  "Continuous Status as an Employee" means the absence of any
     interruption or termination of service as an Employee. Continuous Status as
     an Employee shall not be considered interrupted in the case of (i) sick
     leave; (ii) military leave; (iii) any other leave of absence approved by
     the Plan Administrator, provided that such leave is for a period of not
     more than 90 days, unless reemployment upon the expiration of such leave is
     guaranteed by contract or statute, or unless provided otherwise pursuant to
     Company policy adopted from time to time; or (iv) in the case of transfers
     between locations of the Company or between the Company and its Designated
     Subsidiaries.

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          (i)  "Custodian" means the individual or organization appointed by the
     Plan Administrator to maintain custody of Participants' payroll deductions,
     purchase Common Stock under the Plan, and allocate Common Stock among
     Participants.

          (j)  "Designated Subsidiary" means any Subsidiary that the Plan
     Administrator has designated from time to time, in its sole discretion, as
     eligible to participate in the Plan.

          (k)  "Effective Date" means January 1, 2005, subject to the
     limitations of Section 25.

          (l)  "Eligible Employee" means each Employee of the Company or a
     Designated Subsidiary who has completed six months of Continuous Status as
     an Employee.

          (m)  "Employee" means each and every person employed by the Company or
     a Designated Subsidiary, and whom the Company or Designated Subsidiary
     classifies as a common law employee; provided that, only individuals who
     are paid as common law employees from the payroll of the Company or a
     Designated Subsidiary shall be deemed to be Employees for purposes of the
     Plan.

          For purposes of this definition of Employee, and notwithstanding any
     other provisions of the Plan to the contrary, individuals who are not
     classified by the Company or by a Designated Subsidiary, in its discretion,
     as employees under Code Section 3121(d) (including, but not limited to,
     individuals classified by the Company or a Designated Subsidiary as
     independent contractors and non-employee consultants) and individuals who
     are classified by the Company or by a Designated Subsidiary, in its
     discretion, as employees of any entity other than the Company or a
     Designated Subsidiary, do not meet the definition of Employee and are
     ineligible for benefits under the Plan, even if the classification by the
     Company or Designated Subsidiary is later determined to be erroneous, or is
     retroactively revised. In the event the classification of an individual who
     is excluded from the definition of Employee under the preceding sentence is
     determined to be erroneous or is retroactively revised, the individual
     shall nonetheless continue to be excluded from the definition of Employee
     and shall be ineligible for benefits for all periods prior to the date the
     Company or Designated Subsidiary determines its classification of the
     individual is erroneous or should be revised.

          (n)  "Exchange Act" means the Securities Exchange Act of 1934, as in
     effect and as amended from time to time, or any successor statute thereto,
     together with any rules, regulations and interpretations promulgated
     thereunder or with respect thereto.

          (o)  "Fair Market Value" means, with respect to any date:

               (i)    the average of the high and low trading prices of shares
          of Common Stock on the New York Stock Exchange or, if shares of Common
          Stock are not traded on the New York Stock Exchange, on any other
          exchange on which they are traded, or, if shares of Common Stock are
          not traded on any other

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          exchange and are regularly quoted on the NASDAQ National Market
          System, on the NASDAQ National Market System; or

               (ii)   if shares of Common Stock are not traded on any exchange
          or regularly quoted on the NASDAQ National Market System, the mean
          between the closing bid and asked prices of the shares in the
          over-the-counter market; or

               (iii)  if those bid and asked prices are not available, then the
          fair market value as reported by any nationally recognized quotation
          service selected by the Plan Administrator or as determined by the
          Plan Administrator.

          (p)  "Offering Date" means the first day of a Purchase Period, or each
     January 1, and July 1.

          (q)  "Option" means an option to purchase shares of Common Stock under
     the Plan, pursuant to the terms and conditions thereof.

          (r)  "Participant" means an Eligible Employee who is participating in
     the Plan pursuant to Section 4.

          (s)  "Plan" means the Kanbay International, Inc. 2005 Employee Stock
     Purchase Plan, as set forth herein, as in effect, and as amended from time
     to time.

          (t)  "Plan Account" means an account maintained by the Plan
     Administrator for each Participant to which the Participant's payroll
     deductions are credited, against which funds used to purchase shares of
     Common Stock are charged, and to which shares of Common Stock purchased are
     credited.

          (u)  "Plan Administrator" means the Board, such other person or
     persons, including a committee, as the Board may appoint to administer the
     Plan.

          (v)  "Purchase Date" means, except as provided in Sections 12 and 17,
     the last day of a Purchase Period, or each June 30 and December 31.

          (w)  "Purchase Period" means a period of six (6) months commencing on
     each Offering Date and ending on the immediately following Purchase Date.

          (x)  "Purchase Price" means, with respect to each Purchase Period, the
     lesser of 85% of the Fair Market Value of Common Stock on the Offering
     Date, and 85% of the Fair Market Value of a share of Common Stock on the
     Purchase Date.

          (y)  "Subsidiary" means any corporation, domestic or foreign, other
     than the Company, in an unbroken chain of corporations beginning with the
     Company if, at the time of the granting of the Option, each of the
     corporations other than the last corporation in the unbroken chain owns
     stock possessing 50% or more of the total combined voting power of all
     classes of stock in one of the other corporations in such chain.
     Notwithstanding the foregoing, the term "Subsidiary" shall include a
     limited liability company that is disregarded as an entity separate from a
     Subsidiary.

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     3.   STOCK SUBJECT TO THE PLAN. Subject to Section 13, the aggregate number
of shares of Common Stock that may be sold under the Plan is 500,000. Shares of
Common Stock to be issued under the Plan may be authorized and unissued shares,
issued shares that have been reacquired by the Company (in the open-market or in
private transactions) and that are being held as treasury shares, or a
combination thereof.

     4.   PARTICIPATION IN THE PLAN. Each Eligible Employee may participate in
the Plan effective as of any Offering Date, by completing and delivering a
payroll deduction authorization to the Plan Administrator prior to the
applicable Offering Date in the time and manner, and in accordance with the
procedures, specified by the Plan Administrator. The Offering Date as of which
an Eligible Employee commences or recommences participation in the Plan, and
each Offering Date as of which an Eligible Employee renews his or her
authorization under paragraph (a), is an Offering Date with respect to that
Eligible Employee. A Participant's payroll deductions under the Plan shall
commence on his or her initial Offering Date, and shall continue, subject to
paragraph (a), until the Eligible Employee terminates participation in the Plan,
is no longer an Eligible Employee, or the Plan is terminated.

          (a)  A Participant's payroll deduction authorization shall be
     automatically renewed effective on the Offering Date following the
     conclusion of his or her initial Purchase Period and each subsequent
     Purchase Period, unless the Participant otherwise notifies the Plan
     Administrator prior to such date in the time and manner, and in accordance
     with the procedures, specified by the Plan Administrator.

          (b)  Notwithstanding the foregoing, an Eligible Employee shall not be
     granted an Option on any Offering Date if such Eligible Employee,
     immediately after the Option is granted, owns stock possessing 5% or more
     of the total combined voting power or value of all classes of stock of the
     Company or any Subsidiary. For purposes of this paragraph (b), the rules of
     Code Section 424(d) shall apply in determining the stock ownership of an
     individual, and stock that an Eligible Employee may purchase under
     outstanding options shall be treated as stock owned by the Eligible
     Employee.

     5.   PAYROLL DEDUCTIONS. An Eligible Employee may participate in the Plan
only through payroll deductions. An Eligible Employee may elect to have up to
$2,000 in after-tax payroll deductions withheld from his or her Compensation and
credited to his or her Plan Account each month. The minimum amount that an
Eligible Employee may elect withheld from his or her Compensation and credited
to his or her Plan Account is $100 per payroll period. No Eligible Employee may
be granted an Option that permits his or her rights to purchase Common Stock
under the Plan, and any other stock purchase plan of the Company or any
Subsidiary that is qualified under Code Section 423, to accrue at a rate that
exceeds $25,000 of Fair Market Value of such stock (determined on the Offering
Date of such Option) for each calendar year in which the Option is outstanding
at any time.

     Once each Purchase Period, a Participant may increase or decrease the
amount of his or her payroll deductions by notifying the Plan Administrator in
the time and manner, and in accordance with the procedures, specified by the
Plan Administrator.

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     6.   TERMINATION OF PARTICIPATION IN PLAN.

          (a)  A Participant may, for any reason and at any time prior to each
     Purchase Date, voluntarily terminate participation in the Plan by notifying
     the Plan Administrator or its designee in the time and manner, and in
     accordance with the procedures, specified by the Plan Administrator. Such
     Participant's payroll deductions under the Plan shall cease as soon as
     practicable following delivery of such notice. Any payroll deductions
     credited to such Participant's Plan Account will be refunded, without
     interest, to the Participant. An Eligible Employee whose participation in
     the Plan is terminated may rejoin the Plan no earlier than the beginning of
     the second Purchase Period next following his or her withdrawal, by
     delivering a new payroll deduction authorization in accordance with Section
     4. For the avoidance of doubt, this means, for example, that a Participant
     who voluntarily terminates participation in the Plan in November of a
     calendar year, will not be permitted to rejoin the Plan effective for the
     Purchase Period beginning on the next January 1, but must wait until the
     Purchase Period beginning on the next July 1.

          (b)  A Participant's participation in the Plan shall terminate upon
     termination of his or her Continuous Status as an Employee, or termination
     of status as an Eligible Employee, for any reason. Any payroll deductions
     credited to his or her Plan Account shall be paid to the former Participant
     (or, in the case of his or her death, to the Participant's Beneficiary), in
     cash, without interest, as soon as practicable following his or her
     termination of Continuous Status as an Employee.

     7.   PURCHASE OF SHARES.

          (a)  On each Offering Date, each Participant shall be deemed to have
     been granted an Option. In no event will a Participant be deemed to have
     been granted more than one Option during any Purchase Period.

          (b)  On the Purchase Date of a Purchase Period, each Participant shall
     be deemed, without any further action, to have exercised his or her Option
     and to have purchased that number of whole shares of Common Stock
     determined by dividing the balance in the Participant's Plan Account on the
     Purchase Date by the Purchase Price. Any amount remaining in the
     Participant's Plan Account shall be carried forward to the next Purchase
     Date unless the Plan Account is closed. Except as provided in Sections 12
     and 17, in no event may a Participant purchase shares of Common Stock under
     the Plan during a Purchase Period prior to the Purchase Date of such
     Purchase Period.

          (c)  As soon as practicable after each Purchase Date, a statement
     shall be delivered to each Participant that shall include the number of
     shares of Common Stock purchased on the Purchase Date on behalf of such
     Participant under the Plan.

          (d)  As of the Purchase Date of each Purchase Period, the Common Stock
     purchased by each Participant shall be considered to be issued and
     outstanding to his or her credit as a bookkeeping entry maintained by the
     Custodian in the Participant's Plan Account or shall be deposited, in the
     discretion of the Plan Administrator, into a brokerage account maintained
     in the name of the Participant by a third-party brokerage or administration
     firm. A stock certificate for shares of Common Stock credited to a

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     Participant's Plan Account shall be issued upon request of the Participant
     at any time, provided, however, that if such shares of Common Stock have
     been deposited into a brokerage account maintained in the Participant's
     name, the Participant may direct the brokerage or administration firm
     maintaining such brokerage account to distribute to the Participant a stock
     certificate or dispose of the shares of Common Stock in such brokerage
     account. Stock certificates under the Plan shall be issued, at the election
     of the Participant, in the Participant's name or in his or her name and the
     name of another person as joint tenants with right of survivorship or as
     tenants in common. A cash payment shall be made for any fraction of a share
     in such Plan Account, if necessary to close the Plan Account.

     8.   RIGHTS AS A SHARE OWNER. A Participant shall not be treated as the
owner of Common Stock until the Purchase Date of such stock under the Plan. As
of the Purchase Date a Participant shall be treated as the record owner of his
or her shares purchased on such date pursuant to the Plan. Unless the
Participant elects otherwise in the time and manner specified by the Plan
Administrator, any dividends paid in respect of Common Stock purchased by a
Participant under the Plan and credited to his or her Plan Account will be
reinvested in Common Stock in accordance with procedures established by the
Company.

     9.   RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by
a Participant other than by will or the laws of descent and distribution, and
are exercisable during the Participant's lifetime only by the Participant or by
the Participant's guardian or legal representative. No rights or payroll
deductions authorized hereunder shall be subject to execution, attachment, levy,
garnishment or similar process.

     10.  APPLICATION OF FUNDS. All funds of Participants received or held by
the Company under the Plan before purchase of the shares of Common Stock shall
be held by the Company without liability for interest or other increment. No
interest shall accrue on the payroll deductions or Plan Account of a Participant
in the Plan.

     11.  ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Plan
Administrator. The Plan Administrator shall have full power and authority to
make rules and regulations for the administration of the Plan, to construe and
interpret the Plan, and to make all other determinations necessary or advisable
for the administration of the Plan. The Plan Administrator's interpretations and
decisions with regard to the Plan and such rules and regulations shall be final
and conclusive. It is intended that the Plan shall at all times meet the
requirements of Code Section 423, if applicable, and the Plan Administrator
shall, to the extent possible, interpret the provision of the Plan so as to
carry out such intent.

     Each person who is or has been a member of the Board or the Plan
Administrator, and any individual or individuals to whom the Board or Plan
Administrator has delegated authority under the Plan (except for the Custodian),
will be indemnified and held harmless by the Company from and against any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or as a result of any claim, action, suit or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken, or failure to act, under the Plan. Each
such person will also be indemnified and held harmless by the Company from and
against any and all amounts paid by him or her in a settlement approved by the
Company, or paid by him or her in satisfaction of any judgment, of or

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in a claim, action, suit or proceeding against him or her and described in the
previous sentence, so long as he or she gives the Company an opportunity, at its
own expense, to handle and defend the claim, action, suit or proceeding before
he or she undertakes to handle and defend it. The foregoing right of
indemnification will not be exclusive of any other rights of indemnification to
which a person who is or has been a member of the Board or the Plan
Administrator may be entitled under the Company's Articles of Incorporation or
By-Laws, as a matter of law, contract or otherwise, or any power that the
Company may have to indemnify him or her or hold him or her harmless.

     12.  CHANGE IN CONTROL PROVISIONS.

          (a)  Notwithstanding any other provision of the Plan to the contrary,
     in the event of a Change in Control, the Purchase Period then in progress
     shall be shortened and a new Purchase Date shall be set (the "New Purchase
     Date"), as of which date any Purchase Period then in progress will
     terminate. The New Purchase Date shall be on or immediately before the
     effective time of the Change in Control, and the Plan Administrator shall
     notify each Participant in writing, at least 10 days (or such longer period
     of time as determined by the Administrator) before the New Purchase Date,
     that the Purchase Date for his or her Option has been changed to the New
     Purchase Date, and that the Participant's Option will be exercised
     automatically on the New Purchase Date unless the Participant has withdrawn
     from the Purchase Period before the New Purchase Date, as provided in
     Section 6.

          (b)  For purposes of the Plan, a "Change in Control" shall mean the
     happening of any of the following events:

               (i)    Any "person" (as such term is defined in Section 3(a)(9)
          of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of
          the Exchange Act), including a "group" (as defined in Section 13(d)(3)
          of the Exchange Act), other than (1) the Company, (2) any wholly-owned
          Subsidiary of the Company, or (3) any employee benefit plan (or
          related trust) sponsored or maintained by the Company or any
          Affiliate, becomes a "beneficial owner" (as defined in Rule 13d-3
          under the Exchange Act), directly or indirectly, of securities of the
          Company having fifty percent (50%) or more of the combined voting
          power of the then-outstanding securities of the Company that may be
          cast for the election of directors of the Company (other than as a
          result of an issuance of securities initiated by the Company in the
          ordinary course of business) (the "Company Voting Securities");
          provided, however, that the event described in this Section 12(b)(i)
          shall not be deemed to be a Change in Control by virtue of any
          underwriter temporarily holding securities pursuant to an offering of
          such securities;

               (ii)   During any period of two consecutive years, individuals
          who at the beginning of any such period constitute the Board (the
          "Incumbent Directors") cease for any reason to constitute at least a
          majority of the Board, unless the election, or the nomination for
          election by the stockholders of the Company, of each new director of
          the Company during such period was approved by a vote of at least
          two-thirds of the Incumbent Directors then still in office;

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               (iii)  As the result of, or in connection with, any cash tender
          or exchange offer, merger or other business combination, sale of all
          or substantially all of the assets or contested election, or any
          combination of the foregoing transactions, less than a majority of the
          combined voting power of the then-outstanding securities of the
          Company or any successor corporation or entity entitled to vote
          generally in the election of the directors of the Company or such
          other corporation or entity after such transaction is held in the
          aggregate by the holders of the securities of the Company entitled to
          vote generally in the election of directors of the Company immediately
          prior to such transaction; or

               (iv)   The stockholders of the Company approve a plan of complete
          liquidation of the Company.

     Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any person acquires beneficial ownership of more than fifty
percent (50%) of the Company Voting Securities as a result of the acquisition of
Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, however, that if after such acquisition
by the Company such person becomes the beneficial owner of additional Company
Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control transaction
shall then occur.

     Further notwithstanding the foregoing, unless a majority of the Incumbent
Directors determines otherwise, no Change in Control shall be deemed to have
occurred with respect to a particular Participant if the Change in Control
results from actions or events in which such Participant is a participant in a
capacity other than solely as an officer, employee or director of the Company or
an Affiliate.

     13.  ADJUSTMENTS IN CASE OF CHANGES AFFECTING SHARES. In the event of any
dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, Change in Control or exchange of Common Stock or other securities of
the Company, or other corporate transaction or event that affects the Common
Stock: (a) the number of shares of Common Stock approved for the Plan shall be
increased or decreased proportionately, and (b) the Board may determine, in its
sole discretion, that an adjustment is necessary or appropriate in order to
prevent dilution or enlargement of benefits or potential benefits intended to be
made available under the Plan.

     14.  NO CORPORATE ACTION RESTRICTION. The existence of the Plan and/or the
Options granted hereunder shall not limit, affect or restrict in any way the
right or power of the Board or the Company's stockholders to make or authorize
(a) any adjustment, recapitalization, reorganization or other change in the
Company's or any Subsidiary's capital structure or its business, (b) any merger,
consolidation or change in the ownership of the Company or any Subsidiary, (c)
any issue of bonds, debentures, capital, preferred or prior preference stocks
ahead of or affecting the Company's or any Subsidiary's capital stock or the
rights thereof, (d) any dissolution or liquidation of the Company or any
Subsidiary, (e) any sale or transfer of all or any part of the Company's or any
Subsidiary's assets or business, or (f) any other corporate act or proceeding by
the Company or any Subsidiary. No Participant, Employee, Beneficiary or any

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other person shall have any claim against any member of the Board or the Plan
Administrator, the Company or any Subsidiary, or any employees, officers,
stockholders or agents of the Company or any Subsidiary, as a result of any such
action.

     15.  NOTICES. All notices or other communications by an Employee or
Participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.

     16.  AMENDMENTS TO THE PLAN. The Plan Administrator may, at any time, or
from time to time, amend or modify the Plan; provided, however, that no
amendment shall be made increasing or decreasing the number of shares authorized
for the Plan (other than as provided in Section 13), and that, except to conform
the Plan to the requirements of the Code, no amendment shall be made that would
cause the Plan to fail to meet the applicable requirements of Code Section 423.

     17.  TERMINATION OF PLAN. The Plan shall terminate upon the earlier of (a)
the tenth anniversary of the Effective Date, (b) the date no more shares of
Common Stock remain to be purchased under the Plan, or (c) the termination of
the Plan by the Board as specified below. The Board may terminate the Plan as of
any date. The date of termination of the Plan shall be deemed a Purchase Date.
If on such Purchase Date Participants in the aggregate have Options to purchase
more shares of Common Stock than are available for purchase under the Plan, each
Participant shall be eligible to purchase a reduced number of shares of Common
Stock on a pro rata basis based on the amount of payroll deductions in the
Participant's Plan Account in relation to the total amount of payroll deductions
in the Plan Accounts of all Participants, and any excess payroll deductions
shall be returned to Participants, without interest, all as provided by rules
and regulations adopted by the Plan Administrator.

     18.  DESIGNATION OF BENEFICIARY.

          (a)  A Participant may file a written designation of a Beneficiary who
     is to receive any shares of Common Stock and cash, if any, from the
     Participant's Plan Account under the Plan in the event of such
     Participant's death subsequent to the end of a Purchase Period but prior to
     delivery to him or her of shares of Common Stock and cash. If a Participant
     is married and the designated Beneficiary is not the spouse, spousal
     consent shall be required for such designation to be effective.

          (b)  Such designation of Beneficiary may be changed by the Participant
     (and his or her spouse, if any) at any time by written notice. In the event
     of the death of a Participant and in the absence of a Beneficiary validly
     designated under the Plan who is living at the time of such Participant's
     death, the Company shall deliver such shares of Common Stock and/or cash to
     the executor or administrator of the estate of the Participant, or if no
     such executor or administrator has been appointed (to the knowledge of the
     Company), the Company, in its discretion, may deliver such Shares and/or
     cash to the spouse or to any one or more dependents or relatives of the
     Participant, or if no spouse, dependent or relative is known to the
     Company, then to such other person as the Company may designate.

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     19.  COSTS. All costs and expenses incurred in administering the Plan shall
be paid by the Company, except to the extent the Plan Administrator directs. Any
costs or expenses of selling shares of Common Stock acquired pursuant to the
Plan, including those costs and expenses associated with the issuance of stock
certificates, shall be borne by the Participant.

     20.  GOVERNMENTAL REGULATIONS. The Company's obligation to sell and deliver
its Common Stock pursuant to the Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such stock. Shares shall not be issued with respect to an Option
unless the exercise of such Option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, state securities laws, 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 of Common Stock 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 applicable provisions of law.

     To the extent the Plan Administrator deems it necessary, appropriate or
desirable to comply with foreign law or practice and to further the purposes of
this Plan, the Plan Administrator may, without amending the Plan, establish
rules applicable to Options granted to Participants who are foreign nationals,
are employed outside the United States, or both, including rules that differ
from those set forth in this Plan.

     21.  GOVERNING LAW. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the United States of
America and, to the extent not inconsistent therewith, by the laws of the State
of Delaware, without reference to the principles of conflict of laws thereof, or
if applicable, the provisions of local law. This Plan is not to be subject to
the Employee Retirement Income Security Act of 1974, as amended, but is intended
to comply with Code Section 423. Accordingly, the provisions of the Plan shall
be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code. Any provisions required to be set
forth in this Plan by such Code section are hereby included as fully as if set
forth in the Plan in full. Any titles and headings herein are for reference
purposes only, and shall in no way limit, define or otherwise affect the
meaning, construction or interpretation of any provisions of the Plan.

     22.  EFFECT ON EMPLOYMENT. The provisions of this Plan shall not affect the
right of the Company or any Designated Subsidiary or any Participant to
terminate the Participant's employment with the Company or any Designated
Subsidiary.

     23.  WITHHOLDING. The Company reserves the right to withhold from stock or
cash distributed to a Participant any amounts that it is required by law to
withhold.

     24.  OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. For purposes of the
determination of benefits under any other employee welfare or benefit plans or
arrangements, if

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any, provided by the Company or any Designated Subsidiary (a) any amounts
deducted from a Participant's Compensation pursuant to the Participant's payroll
deduction election under Section 4 shall be deemed a part of a Participant's
compensation, and (b) payments and other benefits received by a Participant
under an Option shall not be deemed a part of a Participant's compensation,
unless expressly provided in such other plans or arrangements, or except where
the Board expressly determines in writing. The existence of the Plan
notwithstanding, the Company or any Designated Subsidiary may adopt such other
compensation plans or programs and additional compensation arrangements as it
deems necessary to attract, retain and motivate employees.

     25.  EFFECTIVE DATE. The Plan shall become effective January 1, 2005,
provided that the Company's stockholders approve it within 12 months after the
date the Plan was adopted by the Board.

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