Exhibit 10.(o)

                                 Telebyte, Inc.

                             2001 Stock Option Plan

     1. Purpose of the Plan. The Telebyte, Inc. 2001 Stock Option Plan (the
"Plan") is intended to advance the interests of Telebyte, Inc. (the "Company")
by inducing individuals and eligible entities (as hereinafter provided) of
outstanding ability and potential to join and remain with, or provide consulting
or advisory services to, the Company, by encouraging and enabling eligible
employees, non-employee Directors, consultants and advisors to acquire
proprietary interests in the Company, and by providing the participating
employees, non-employee Directors, consultants and advisors with an additional
incentive to promote the success of the Company. This is accomplished by
providing for the granting of "Options," which term as used herein includes both
"Incentive Stock Options" and "Nonstatutory Stock Options," as later defined, to
employees, non-employee Directors, consultants and advisors.

     2. Administration. The Plan shall be administered by the Board of Directors
of the Company (the "Board of Directors") or by a committee (the "Committee")
consisting of at least one (1) director chosen by the Board of Directors. Except
as herein specifically provided, the interpretation and construction by the
Board of Directors or the Committee of any provision of the Plan or of any
Option granted under it shall be final and conclusive. The receipt of Options by
Directors, or any members of the Committee, shall not preclude their vote on any
matters in connection with the administration or interpretation of the Plan.

     3. Shares Subject to the Plan. The stock subject to Options granted under
the Plan shall be shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), whether authorized but unissued or held in the Company's
treasury, or shares purchased from stockholders expressly for use under the
Plan. The maximum number of shares of Common Stock which may be issued pursuant
to Options granted under the Plan shall not exceed in the aggregate five hundred
thousand (500,000) shares plus such number of shares of Common Stock issuable
upon the exercise of Reload Options (as hereinafter defined) granted under the
Plan, subject to adjustment in accordance with the provisions of Section 14
hereof. The Company shall at all times while the Plan is in force reserve such
number of shares of Common Stock as will be sufficient to satisfy the
requirements of all outstanding Options granted under the Plan. In the event any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, the unpurchased shares subject thereto shall again be
available for Options under the Plan.

     4. Participation. The class of individual or entity that shall be eligible
to receive Options under the Plan shall be (a) with respect to Incentive Stock
Options described in Section 6 hereof, all employees (including officers) of
either the Company or any subsidiary corporation of the Company, and (b) with
respect to Nonstatutory Stock Options described in Section 7 hereof, all
employees (including officers) and non-employee Directors of, or consultants and
advisors to, either the Company or any subsidiary corporation of the Company;
provided, however, that Nonstatutory Stock Options shall not be granted to any
such consultants and advisors unless (i) bona fide services have been or are to
be rendered by such consultant or advisor and (ii) such services are not in
connection with the offer or sale of securities in a capital raising
transaction. For purposes of the Plan, for an entity to be an eligible entity,
it must be included in the definition of "employee" for purposes of a Form S-8
Registration Statement filed under the Securities Act of 1933, as amended (the
"Act"). The Board of Directors or the Committee, in its sole discretion, but
subject to the provisions of the Plan, shall determine the

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employees and non-employee Directors of, and the consultants and advisors to,
the Company and its subsidiary corporations to whom Options shall be granted,
and the number of shares to be covered by each Option, taking into account the
nature of the employment or services rendered by the individuals or entities
being considered, their annual compensation, their present and potential
contributions to the success of the Company, and such other factors as the Board
of Directors or the Committee may deem relevant.

     5. Stock Option Agreement. Each Option granted under the Plan shall be
authorized by the Board of Directors or the Committee, and shall be evidenced by
a Stock Option Agreement which shall be executed by the Company and by the
individual or entity to whom such Option is granted. The Stock Option Agreement
shall specify the number of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, the option price per
share thereof, and such other terms and provisions as the Board of Directors or
the Committee may deem necessary or appropriate.

     6. Incentive Stock Options. The Board of Directors or the Committee may
grant Options under the Plan, which are intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
which are subject to the following terms and conditions and any other terms and
conditions as may at any time be required by Section 422 of the Code (referred
to herein as an "Incentive Stock Option"):

          (a) No Incentive Stock Option shall be granted to individuals other
     than employees of the Company or of a subsidiary corporation of the
     Company.

          (b) Each Incentive Stock Option under the Plan must be granted prior
     to May 16, 2011, which is within ten (10) years from the date the Plan was
     adopted by the Board of Directors of the Company.

          (c) The option price of the shares subject to any Incentive Stock
     Option shall not be less than the fair market value of the Common Stock at
     the time such Incentive Stock Option is granted; provided, however, if an
     Incentive Stock Option is granted to an individual who owns, at the time
     the Incentive Stock Option is granted, more than ten percent (10%) of the
     total combined voting power of all classes of stock of the Company or of a
     parent or subsidiary corporation of the Company (a "Principal
     Stockholder"), the option price of the shares subject to the Incentive
     Stock Option shall be at least one hundred ten percent (110%) of the fair
     market value of the Common Stock at the time the Incentive Stock Option is
     granted.

          (d) No Incentive Stock Option granted under the Plan shall be
     exercisable after the expiration of ten (10) years from the date of its
     grant. However, if an Incentive Stock Option is granted to a Principal
     Stockholder, such Incentive Stock Option shall not be exercisable after the
     expiration of five (5) years from the date of its grant. Every Incentive
     Stock Option granted under the Plan shall be subject to earlier termination
     as expressly provided in Section 12 hereof.

          (e) For purposes of determining stock ownership under this Section 6,
     the attribution rules of Section 424(d) of the Code shall apply.

          (f) For purposes of the Plan, fair market value shall be the closing
     selling price or, if not available, the closing bid price or, if not
     available, the high bid price of the Common Stock quoted on the NASD OTC
     Electronic Bulletin Board (the "Bulletin Board") on the day immediately
     preceding the day on which the Option is granted (or, if granted after the
     close of trading, on the day on which the Option is granted), or, if there
     is no selling or bid price on that day, the closing selling price, closing
     bid price or high bid price on the most recent day which precedes that day
     and for which such prices are available. If there is no selling or bid
     price
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     for the thirty (30) day period preceding the date of grant of an Option
     hereunder, fair market value shall be determined in good faith by the Board
     of Directors or the Committee.

     7. Nonstatutory Stock Options. The Board of Directors or the Committee may
grant Options under the Plan which are not intended to meet the requirements of
Section 422 of the Code, as well as Options which are intended to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will not be treated as Incentive Stock Options (referred to herein as a
"Nonstatutory Stock Option"). Nonstatutory Stock Options shall be subject to the
following terms and conditions:

          (a) A Nonstatutory Stock Option may be granted to any individual or
     entity eligible to receive an Option under the Plan pursuant to Section
     4(b) hereof.

          (b) The option price of the shares subject to a Nonstatutory Stock
     Option shall be determined by the Board of Directors or the Committee, in
     its sole discretion, at the time of the grant of the Nonstatutory Stock
     Option.

          (c) A Nonstatutory Stock Option granted under the Plan may be of such
     duration as shall be determined by the Board of Directors or the Committee
     (subject to earlier termination as expressly provided in Section 12
     hereof).

     8. Reload Feature. The Board of Directors or the Committee may grant
Options with a reload feature. A reload feature shall only apply when the option
price is paid by delivery of Common Stock (as set forth in Section 13(b)(ii)).
The Stock Option Agreement for the Options containing the reload feature shall
provide that the Option holder shall receive, contemporaneously with the payment
of the option price in shares of Common Stock, a reload stock option (the
"Reload Option") to purchase that number of shares of Common Stock equal to the
sum of (i) the number of shares of Common Stock used to exercise the Option, and
(ii) with respect to Nonstatutory Stock Options, the number of shares of Common
Stock used to satisfy any tax withholding requirement incident to the exercise
of such Nonstatutory Stock Option. The terms of the Plan applicable to the
Option shall be equally applicable to the Reload Option with the following
exceptions: (i) the option price per share of Common Stock deliverable upon the
exercise of the Reload Option, (A) in the case of a Reload Option which is an
Incentive Stock Option being granted to a Principal Stockholder, shall be one
hundred ten percent (110%) of the fair market value of a share of Common Stock
on the date of grant of the Reload Option and (B) in the case of a Reload Option
which is an Incentive Stock Option being granted to an individual or entity
other than a Principal Stockholder or is a Nonstatutory Stock Option, shall be
the fair market value of a share of Common Stock on the date of grant of the
Reload Option; and (ii) the term of the Reload Option shall be equal to the
remaining option term of the Option (including a Reload Option) which gave rise
to the Reload Option. The Reload Option shall be evidenced by an appropriate
amendment to the Stock Option Agreement for the Option which gave rise to the
Reload Option. In the event the exercise price of an Option containing a reload
feature is paid by check and not in shares of Common Stock, the reload feature
shall have no application with respect to such exercise.

     9. Rights of Option Holders. The holder of any Option granted under the
Plan shall have none of the rights of a stockholder with respect to the stock
covered by his Option until such stock shall be transferred to him upon the
exercise of his Option.

     10. Alternate Stock Appreciation Rights.

          (a) Concurrently with, or subsequent to, the award of any Option to
     purchase one or more shares of Common Stock, the Board of Directors or the
     Committee may, in its sole discretion, subject to the provisions of the
     Plan and such other terms and conditions as the Board

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     of Directors or the Committee may prescribe, award to the optionee with
     respect to each share of Common Stock covered by an Option ("Related
     Option"), a related alternate stock appreciation right ("SAR"), permitting
     the optionee to be paid the appreciation on the Related Option in lieu of
     exercising the Related Option. An SAR granted with respect to an Incentive
     Stock Option must be granted together with the Related Option. An SAR
     granted with respect to a Nonstatutory Stock Option may be granted together
     with, or subsequent to, the grant of such Related Option.

          (b) Each SAR granted under the Plan shall be authorized by the Board
     of Directors or the Committee, and shall be evidenced by an SAR Agreement
     which shall be executed by the Company and by the individual or entity to
     whom such SAR is granted. The SAR Agreement shall specify the period,
     during which the SAR is exercisable, and such other terms and provisions
     not inconsistent with the Plan.

          (c) An SAR may be exercised only if and to the extent that its Related
     Option is eligible to be exercised on the date of exercise of the SAR. To
     the extent that a holder of an SAR has a current right to exercise, the SAR
     may be exercised from time to time by delivery by the holder thereof to the
     Company at its principal office (attention: Secretary) of a written notice
     of the number of shares with respect to which it is being exercised. Such
     notice shall be accompanied by the agreements evidencing the SAR and the
     Related Option. In the event the SAR shall not be exercised in full, the
     Secretary of the Company shall endorse or cause to be endorsed on the SAR
     Agreement and the Related Option Agreement the number of shares which have
     been exercised thereunder and the number of shares that remain exercisable
     under the SAR and the Related Option and return such SAR and Related Option
     to the holder thereof.

          (d) An optionee may exercise an SAR only when the market price on the
     exercise date of a share of Common Stock subject to the Related Option
     exceeds the exercise price per share of the Related Option (the "SAR
     Spread"). The amount of payment to which an optionee shall be entitled upon
     the exercise of each SAR shall be equal to one hundred percent (100%) of
     the SAR Spread; provided, however, the Company may, in its sole discretion,
     withhold from any such cash payment any amount necessary to satisfy the
     Company's obligation for withholding taxes with respect to such payment.

          (e) The amount payable by the Company to an optionee upon exercise of
     a SAR may, in the sole determination of the Company, be paid in shares of
     Common Stock, cash or a combination thereof, as set forth in the SAR
     Agreement. In the case of a payment in shares, the number of shares of
     Common Stock to be paid to an optionee upon such optionee's exercise of an
     SAR shall be determined by dividing the amount of payment determined
     pursuant to Section 10(d) hereof by the fair market value of a share of
     Common Stock on the exercise date of such SAR. For purposes of the Plan,
     the exercise date of an SAR shall be the date the Company receives written
     notification from the optionee of the exercise of the SAR in accordance
     with the provisions of Section 10(c) hereof. As soon as practicable after
     exercise, the Company shall either deliver to the optionee the amount of
     cash due such optionee or a certificate or certificates for such shares of
     Common Stock. All such shares shall be issued with the rights and
     restrictions specified herein.

          (f) SARs shall terminate or expire upon the same conditions and in the
     same manner as the Related Options, and as set forth in Section 12 hereof.

          (g) The exercise of any SAR shall cancel and terminate the right to
     purchase an equal number of shares covered by the Related Option.


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          (h) Upon the exercise or termination of any Related Option, the SAR
     with respect to such Related Option shall terminate to the extent of the
     number of shares of Common Stock as to which the Related Option was
     exercised or terminated.

          (i) No SAR granted pursuant to the Plan shall be transferable by the
     individual or entity to whom it was granted otherwise than by will or the
     laws of descent and distribution, and, during the lifetime of an
     individual, shall not be exercisable by any other person, but only by him.

     11. Transferability. No Option granted under the Plan shall be transferable
by the individual or entity to whom it was granted otherwise than by will or the
laws of descent and distribution, and, during the lifetime of an individual,
shall not be exercisable by any other person, but only by him.

     12. Termination of Employment or Death.

          (a) Subject to the terms of the Stock Option Agreement, if the
     employment of an employee by, or the services of a non-employee Director
     for, or consultant or advisor to, the Company or a subsidiary corporation
     of the Company shall be terminated for cause or voluntarily by the
     employee, non-employee Director, consultant or advisor, then his or its
     Option shall expire forthwith. Subject to the terms of the Stock Option
     Agreement, and except as provided in subsections (b) and (c) of this
     Section 12, if such employment or services shall terminate for any other
     reason, then such Option may be exercised at any time within three (3)
     months after such termination, subject to the provisions of subsection (d)
     of this Section 12. For purposes of the Plan, the retirement of an
     individual either pursuant to a pension or retirement plan adopted by the
     Company or at the normal retirement date prescribed from time to time by
     the Company shall be deemed to be termination of such individual's
     employment other than voluntarily or for cause. For purposes of this
     subsection (a), an employee, non-employee Director, consultant or advisor
     who leaves the employ or services of the Company to become an employee or
     non-employee Director of, or a consultant or advisor to, a subsidiary
     corporation of the Company or a corporation (or subsidiary or parent
     corporation of the corporation) which has assumed the Option of the Company
     as a result of a corporate reorganization, etc., shall not be considered to
     have terminated his employment or services.

          (b) Subject to the terms of the Stock Option Agreement, if the holder
     of an Option under the Plan dies (i) while employed by, or while serving as
     a non-employee Director for or a consultant or advisor to, the Company or a
     subsidiary corporation of the Company, or (ii) within three (3) months
     after the termination of his employment or services other than voluntarily
     by the employee or non-employee Director, consultant or advisor, or for
     cause, then such Option may, subject to the provisions of subsection (d) of
     this Section 12, be exercised by the estate of the employee or non-employee
     Director, consultant or advisor, or by a person who acquired the right to
     exercise such Option by bequest or inheritance or by reason of the death of
     such employee or nonemployee Director, consultant or advisor at any time
     within one (1) year after such death.

          (c) Subject to the terms of the Stock Option Agreement, if the holder
     of an Option under the Plan ceases employment or services because of
     permanent and total disability (within the meaning of Section 22(e)(3) of
     the Code) while employed by, or while serving as a nonemployee Director for
     or consultant or advisor to, the Company or a subsidiary corporation of the
     Company, then such Option may, subject to the provisions of subsection (d)
     of this Section 12, be exercised at any time within one (1) year after his
     termination of employment, termination

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     of Directorship or termination of consulting or advisory services, as the
     case may be, due to the disability.

          (d) An Option may not be exercised pursuant to this Section 12 except
     to the extent that the holder was entitled to exercise the Option at the
     time of termination of employment, termination of Directorship, termination
     of consulting or advisory services, or death, and in any event may not be
     exercised after the expiration of the Option.

          (e) For purposes of this Section 12, the employment relationship of an
     employee of the Company or of a subsidiary corporation of the Company will
     be treated as continuing intact while he is on military or sick leave or
     other bona fide leave of absence (such as temporary employment by the
     Government) if such leave does not exceed ninety (90) days, or, if longer,
     so long as his right to reemployment is guaranteed either by statute or by
     contract.

     13. Exercise of Options.

          (a) Unless otherwise provided in the Stock Option Agreement, any
     Option granted under the Plan shall be exercisable in whole at any time, or
     in part from time to time, prior to expiration. The Board of Directors or
     the Committee, in its absolute discretion, may provide in any Stock Option
     Agreement that the exercise of any Options granted under the Plan shall be
     subject (i) to such condition or conditions as it may impose, including,
     but not limited to, a condition that the holder thereof remain in the
     employ or service of, or continue to provide consulting or advisory
     services to, the Company or a subsidiary corporation of the Company for
     such period or periods from the date of grant of the Option as the Board of
     Directors or the Committee, in its absolute discretion, shall determine;
     and (ii) to such limitations as it may impose, including, but not limited
     to, a limitation that the aggregate fair market value of the Common Stock
     with respect to which Incentive Stock Options are exercisable for the first
     time by any employee during any calendar year (under all plans of the
     Company and its parent and subsidiary corporations) shall not exceed one
     hundred thousand dollars ($100,000). For purposes of the preceding
     sentence, the fair market value of any stock shall be determined as of the
     date the option with respect to such stock is granted. In addition, in the
     event that under any Stock Option Agreement the aggregate fair market value
     of the Common Stock with respect to which Incentive Stock Options are
     exercisable for the first time by any employee during any calendar year
     (under all plans of the Company and its parent and subsidiary corporations)
     exceeds one hundred thousand dollars ($100,000), the Board of Directors or
     the Committee may, when shares are transferred upon exercise of such
     Options, designate those shares which shall be treated as transferred upon
     exercise of an Incentive Stock Option and those shares which shall be
     treated as transferred upon exercise of a Nonstatutory Stock Option.

          (b) An Option granted under the Plan shall be exercised by the
     delivery by the holder thereof to the Company at its principal office
     (attention of the Secretary) of written notice of the number of shares with
     respect to which the Option is being exercised. Such notice shall be
     accompanied, or followed within ten (10) days of delivery thereof, by
     payment of the full option price of such shares, and payment of such option
     price shall be made by the holder's delivery of (i) his check payable to
     the order of the Company; (ii) previously acquired Common Stock, the fair
     market value of which shall be determined as of the date of exercise; (iii)
     if provided in the Stock Option Agreement at the discretion of the Board or
     Committee, a promissory note made payable to the Company accompanied by
     cash payment of the par value of the Common Stock being purchased; or (iv)
     by the holder's delivery of any combination of the foregoing (i), (ii) and
     if provided in the Stock Option Agreement at the discretion of the Board or
     Committee, (iii).


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     14. Adjustment Upon Change in Capitalization.

          (a) In the event that the outstanding Common Stock is hereafter
     changed by reason of reorganization, merger, consolidation,
     recapitalization, reclassification, stock split-up, combination of shares,
     reverse split, stock dividend or the like, an appropriate adjustment shall
     be made by the Board of Directors or the Committee in the aggregate number
     of shares available under the Plan and in the number of shares and option
     price per share subject to outstanding Options. If the Company shall be
     reorganized, consolidated, or merged with another corporation, the holder
     of an Option shall be entitled to receive upon the exercise of his Option
     the same number and kind of shares of stock or the same amount of property,
     cash or securities as he would have been entitled to receive upon the
     happening of any such corporate event as if he had been, immediately prior
     to such event, the holder of the number of shares covered by his Option;
     provided, however, that in such event the Board of Directors or the
     Committee shall have the discretionary power to take any action necessary
     or appropriate to prevent any Incentive Stock Option granted hereunder
     which is intended to be an "incentive stock option" from being disqualified
     as such under the then existing provisions of the Code or any law
     amendatory thereof or supplemental thereto.

          (b) Any adjustment in the number of shares shall apply proportionately
     to only the unexercised portion of the Option granted hereunder. If
     fractions of a share would result from any such adjustment, the adjustment
     shall be revised to the next lower whole number of shares.

     15. Further Conditions of Exercise.

          (a) Unless prior to the exercise of the Option the shares issuable
     upon such exercise have been registered with the Securities and Exchange
     Commission pursuant to the Act, the notice of exercise shall be accompanied
     by a representation or agreement of the person or estate exercising the
     Option to the Company to the effect that such shares are being acquired for
     investment purposes and not with a view to the distribution thereof, or
     such other documentation as may be required by the Company, unless in the
     opinion of counsel to the Company such representation, agreement or
     documentation is not necessary to comply with the Act.

          (b) The Company shall not be obligated to deliver any Common Stock
     until it has been listed on each securities exchange or stock market on
     which the Common Stock may then be listed or until there has been
     qualification under or compliance with such federal or state laws, rules or
     regulations as the Company may deem applicable. The Company shall use
     reasonable efforts to obtain such listing, qualification and compliance.

     16. Effectiveness of the Plan. The Plan was adopted by the Board of
Directors on May 17, 2001. The Plan shall be subject to approval on or before
July 12, 2001, which is within one (1) year of adoption of the Plan by the Board
of Directors, by a majority of the votes cast at a meeting of stockholders of
the Company by the holders of shares entitled to vote thereon (or, in the case
of action by written consent in lieu of a meeting of stockholders, the number of
votes required by applicable law to act in lieu of a meeting) ("Stockholder
Approval"). In the event such Stockholder Approval is withheld or otherwise not
received on or before the latter date, the Plan and, subject to the terms of the
Stock Option Agreement, all Options that may have been granted hereunder shall
become null and void.

     17. Termination, Modification and Amendment.

          (a) The Plan (but not Options or SARs previously granted under the
     Plan) shall terminate on May 16, 2011, which is within ten (10) years from
     the date of its adoption by the Board of Directors of the Company, or
     sooner as hereinafter provided, and no Option shall be granted after
     termination of the Plan.


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          (b) The Plan may from time to time be terminated, modified, or amended
     if Stockholder Approval of the termination, modification or amendment is
     obtained.

          (c) In addition, the Board of Directors may at any time, on or before
     the termination date referred to in Section 17(a) hereof, terminate the
     Plan, or from time to time make such modifications or amendments to the
     Plan as it may deem advisable; provided, however, that the Board of
     Directors shall not, without Stockholder Approval, increase (except as
     otherwise provided by Section 14 hereof) the maximum number of shares as to
     which Options may be granted hereunder, change the designation of
     individuals or entities eligible to receive Options, make any other change
     which would prevent any Incentive Stock Option granted hereunder which is
     intended to be an "incentive stock option" from qualifying as such under
     the then existing provisions of the Code or any law amendatory thereof or
     supplemental thereto, or adopt any modification or amendment which,
     pursuant to the applicable law, requires Stockholder Approval.

          (d) No termination, modification, or amendment of the Plan may,
     without the consent of the individual or entity to whom any Option shall
     have been granted, adversely affect the rights conferred by such Option.

     18. Not a Contract of Employment. Nothing contained in the Plan or in any
Stock Option Agreement executed pursuant hereto shall be deemed to confer upon
any individual or entity to whom an Option is or may be granted hereunder any
right to remain in the employ or service of the Company or a subsidiary
corporation of the Company or any entitlement to any remuneration or other
benefit pursuant to any consulting or advisory arrangement.

     19. Use of Proceeds. The proceeds from the sale of shares pursuant to
Options granted under the Plan shall constitute general funds of the Company.

     20. Indemnification of Board of Directors or Committee. In addition to such
other rights of indemnification as they may have, the members of the Board of
Directors or the Committee, as the case may be, shall be indemnified by the
Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, suit, or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit, or proceeding, the member or members of
the Board of Directors or the Committee, as the case may be, shall notify the
Company in writing, giving the Company an opportunity at its own cost to defend
the same before such member or members undertake to defend the same on his or
their own behalf.

     21. Captions. The use of captions in the Plan is for convenience. The
captions are not intended to provide substantive rights.

     22. Disqualifying Dispositions. If Common Stock acquired upon exercise of
an Incentive Stock Option granted under the Plan is disposed of within two years
following the date of grant of the Incentive Stock Option or one year following
the issuance of the Common Stock to the Optionee, or is otherwise disposed of in
a manner that results in the optionee being required to recognize ordinary
income, rather than capital gain, from the disposition (a "Disqualifying
Disposition"), the holder of the Common Stock shall, immediately prior to such
Disqualifying Disposition, notify the Company in writing of the date and terms
of such Disqualifying Disposition and provide such other information regarding
the Disqualifying Disposition as the Company may reasonably require.

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     23. Withholding Taxes. Whenever under the Plan shares of Common Stock are
to be delivered by an optionee upon exercise of a Nonstatutory Stock Option, the
Company shall be entitled to require as a condition of delivery that the
optionee remit or, in appropriate cases, agree to remit when due, an amount
sufficient to satisfy all current or estimated future Federal, state and local
income tax withholding requirements, including, without limitation, the
employee's portion of any employment tax requirements relating thereto. At the
time of a Disqualifying Disposition, the optionee shall remit to the Company in
cash the amount of any applicable Federal, state and local income tax
withholding and the employee's portion of any employment taxes.

     24. Other Provisions. Each Option granted under the Plan may contain such
other terms and conditions not inconsistent with the Plan as may be determined
by the Board or the Committee, in its sole discretion. Notwithstanding the
foregoing, each Incentive Stock Option granted under the Plan shall include
those terms and conditions which are necessary to qualify the Incentive Stock
Option as an "incentive stock option" within the meaning of Section 422 of the
Code and the regulations thereunder and shall not include any terms and
conditions which are inconsistent therewith.

     25. Definitions. For purposes of the Plan, the terms "parent corporation"
and "subsidiary corporation" shall have the meanings set forth in Sections
424(e) and 424(f) of the Code, respectively, and the masculine shall include the
feminine and the neuter as the context requires.

     26. Governing Law. The Plan shall be governed by, and all questions arising
hereunder shall be determined in accordance with, the laws of the State of New
York.