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                                                                    Exhibit 4.16
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                       AFFILIATED RESEARCH CENTERS, INC.

               1994 DIRECTOR AND CONSULTANT STOCK INCENTIVE PLAN


                                    ARTICLE

                            General Purpose of Plan

     The name of this plan is the Affiliated Research Centers, Inc. 1994 Stock
Incentive Plan (the "Plan"). The purpose of the Plan is to enable Affiliated
Research Centers, Inc., a California corporation (the "Company") and any Parent
or any Subsidiary to obtain and retain the services of the types of Directors,
consultants and executive committee members who will contribute to the Company's
long range success and to provide incentives which are linked directly to
increases in share value which will inure to the benefit of all shareholders of
the Company.

                                   ARTICLE 1
                                  Definitions

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     "Administrator" shall have the meaning as set forth in Article 3.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

     "Committee" means a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required both by Rule 16b-3 and Section 162(m) of the Code,
each of whom is a Disinterested Person and an Outside Director.

     "Company" means Affiliated Research Centers, Inc., a corporation organized
under the laws of the State of California (or any successor corporation).

     "Date of Grant" means the date on which the Administrator adopts a
resolution expressly granting a Right to a Participant, or if a different date
is set forth in such resolution as the Date of Grant, then such date as is set
forth in such resolution.

     "Director" means a member of the Board.

     "Disability" means permanent and total disability as defined by the
Administrator.
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     "Disinterested Person" shall have the meaning set forth in Rule 16b-
3(c)(2)(i) of the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor definition adopted by the SEC.

     "Election" shall have the meaning set forth in Section 10.3(c) of the Plan.

     "Eligible Person" means a consultant, executive committee member or,
subject to the limitations set forth in Article 5, Director of the Company, any
Parent or any Subsidiary.

     "Fair Market Value" per share at any date shall mean (i) if the Stock is
listed on an exchange or exchanges, or admitted for trading in a market system
which provides last sale data under Rule 11Aa3-1 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended (a "Market System"), the last reported sales
price per share on the last business day prior to such date on the principal
exchange on which it is traded, or in such a Market System, as applicable, or if
no sale was made on such day on such principal exchange or in such a Market
System, as applicable, the last reported sales price per share on the most
recent day prior to such date on which a sale was reported on such exchange or
such Market System, as applicable; or (ii) if the Common Stock is not then
traded on an exchange or in such a Market System, the average of the closing bid
and asked prices per share for the Common Stock in the over-the-counter market
as quoted on NASDAQ on the day prior to such date; or (iii) if the Common Stock
is not listed on an exchange or quoted on NASDAQ, an amount determined in good
faith by the Administrator.

     "Non-Statutory Option" means a Stock Option not intended to qualify as an
Incentive Stock Option (as that term is defined in the Internal Revenue Code).

     "Offeree" means a Participant who is granted a Purchase Right pursuant to
the Plan.

     "Optionee" means a Participant who is granted a Stock Option pursuant to
the Plan.

     "Outside Director" means a Director who is not (a) a current employee of
the Company (or any related entity), (b) a former employee of the Company (or
any related entity) who is receiving compensation for prior services (other than
benefits under a tax qualified pension plan), (c) a former officer of the
Company (or any related entity), or (d) a consultant or person otherwise
receiving compensation for personal services in any capacity other than as a
Director.

     "Parent" means any present or future corporation which would be a "parent
corporation" as that term is defined in Section 424 of the Code.

     "Participant" means any Eligible Person selected by the Administrator,
pursuant to the Administrator's authority in Article 3, to receive grants of
Rights.

     "Plan" means this Affiliated Research Centers, Inc. 1994 Stock Incentive
Plan, as the same may be amended or supplemented from time to time.

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     "Purchase Price" shall have the meaning set forth in Section 7.2(b) of the
Plan.

     "Purchase Right" means the right to purchase Stock granted pursuant to
Article 7.

     "Rights" means Stock Options and Purchase Rights.

     "Retirement" means retirement from active employment with the Company or
any Parent or Subsidiary as defined by the Administrator.

     "Section 16(b) Person" shall mean a person subject to Section 16(b) of the
Exchange Act.

     "Special Terminating Event" with respect to a Participant shall mean the
death, Disability or Retirement of that Participant.

     "Stock" means the Common Stock, no par value, of the Company.

     "Stock Option" means an option to purchase shares of Stock granted pursuant
to Article 6.

     "Stock Option Agreement" shall have the meaning set forth in Section 6.2 of
the Plan.

     "Stock Purchase Agreement" shall have the meaning set forth in Section 7.2
of the Plan.

     "Subsidiary" means any present or future corporation which would be a
"subsidiary corporation" as that term is defined in Section 424 of the Code.

     "Tax Date" shall have the meaning set forth in Section 10.3(c) of the Plan.

     "Ten Percent Shareholder" means a person who on the Date of Grant owns,
either directly or through attribution as provided in Section 424(d) of the
Code, Stock possessing more than 10% of the total combined voting power of all
classes of stock of his or her employer corporation or of any Parent or
Subsidiary.

     "Withholding Right" shall have the meaning set forth in Section 10.3(b) of
the Plan.

                                   ARTICLE 2
                                 Administration

     Section 2.1 Administrator. Until such time as the Company registers its
equity securities under section 12 of the Securities Exchange Act of 1934, the
Plan shall be administered by either (i) the Board; or (ii) a person or a group
of persons selected by the Board. Once the Company registers its equity
securities under section 12 of the Securities Exchange Act of 1934, the Plan
shall be administered by either (i) the Board, provided that each member of the
Board is a Disinterested Person; or (ii) the Committee (the group that
administers the Plan is referred to as the "Administrator").

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     Section 2.2 Powers in General. The Administrator shall have the power and
authority to grant to Eligible Persons, pursuant to the terms of the Plan: (i)
Stock Options; (ii) Purchase Rights; or (iii) any combination of the foregoing.

     Section 2.3 Specific Powers. In particular, the Administrator shall have
the authority: (i) to construe and interpret the Plan and apply its provisions;
(ii) to promulgate, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) to authorize any person to execute, on behalf
of the Company, any instrument required to carry out the purposes of the Plan;
(iv) to determine when Rights are to be granted under the Plan; (v) from time to
time to select, subject to the limitations set forth in this Plan, those
Eligible Persons to whom Rights shall be granted; (vi) to determine the number
of shares of Stock to be made subject to each Right; (vii) to prescribe the
terms and conditions of each Stock Option, including, without limitation, the
exercise price and medium of payment, and to specify the provisions of the Stock
Option agreement relating to such Stock Option; (viii) to prescribe the terms
and conditions of each Stock Option and Purchase Right, including, without
limitation, the purchase price and medium of pay ment, vesting provisions and
repurchase provisions, and to specify the provisions of the Stock Option
Agreement or Stock Purchase Agreement relating to such sale; (ix) to amend any
outstanding Rights for the purpose of modifying the time or manner of vesting,
the purchase price or exercise price, as the case may be, thereunder or
otherwise, subject to applicable legal restrictions and to the consent of the
other party to such agreement; (x) to determine when a consultant's relationship
with the Company is sufficient to constitute the equivalent of employment with
the Company for purposes of the Plan; (xi) to determine the duration and purpose
of leaves of absences which may be granted to a Participant without constituting
termination of their employment for purposes of the Plan; and (xii) to make any
and all other determinations which it determines to be necessary or advisable
for administration of the Plan.

     Section 2.4 Decisions Final. All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

     Section 2.5 The Committee. The Board may, in its sole and absolute
discretion, from time to time delegate any or all of its duties and authority
with respect to the Plan to the Committee whose members are to be appointed by
and to serve at the pleasure of the Board. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time, the
Board may increase or decrease (to not less than the minimum number of persons
required by both Rule 16b-3 and Section 162(m) of the Code) the size of the
Committee, add additional members to, remove members (with or without cause)
from, appoint new members in substitution therefor, and fill vacancies, however
caused, in the Committee. The Committee shall act pursuant to a vote of the
majority of its members or, in the case of a committee comprised of only two
members, the unanimous consent of its members, whether present or not, or by the
written consent of the majority of its members or, in the case of a committee
comprised of only two members, the unanimous written consent of its members, and
minutes shall be kept of all of its meetings and copies thereof shall be
provided to the Board. Subject to the limitations prescribed by the Plan and the
Board, the Committee may establish and follow such rules and regulations for the
conduct of its business as it may determine to be advisable.

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                                   ARTICLE 3
                             Stock Subject to Plan

     Section 3.1 Stock Subject to the Plan. Subject to adjustment as provided in
Article 8, the total number of shares of Stock reserved and available for
issuance under the Plan shall be 43,500 shares. Shares reserved hereunder may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.

     Section 3.2 Unexercised Rights; Reacquired Shares. To the extent that any
Rights expire or are otherwise terminated without being exercised, the shares
underlying such Rights (and shares related thereto) shall again be available for
issuance in connection with future Rights under the Plan. Shares acquired by the
Company upon exercise of Rights pursuant to Section 6.2(c) or Section 7.2(c) or
Section 10.3 shall not increase the shares available for issuance under the
Plan.

                                   ARTICLE 4
                                  Eligibility

     Directors, executive committee members and consultants of the Company, any
Parent or any Subsidiary, who are responsible for or contribute to the
management, growth or profitability of the business of the Company, any Parent
or any Subsidiary, shall be eligible to be granted Rights hereunder subject to
limitations set forth in this Plan.

                                   ARTICLE 5
                                 Stock Options

     Section 5.1 General. Stock Options may be granted alone or in addition to
other Rights granted under the Plan. Each Stock Option granted under the Plan
shall be in such form and under such terms and conditions as the Administrator
may from time to time approve; provided, that such terms and conditions are not
inconsistent with the Plan. The provisions of Stock Option Agreements entered
into under the Plan need not be identical. Stock Options granted under the Plan
shall be Non-Statutory Options.

     Section 5.2 Terms and Conditions of Stock Options. Each Stock Option
granted pursuant to the Plan shall be evidenced by a written option agreement
between the Company and the Optionee (the "Stock Option Agreement"), which shall
comply with and be subject to the following terms and conditions:

          (a) Number of Shares. Each Stock Option Agreement shall state the
number of shares of Stock to which the Stock Option relates.

          (b) Exercise Price. Each Stock Option Agreement shall state the price
at which shares subject to the Stock Option may be purchased (the "Exercise
Price"), which price shall be determined in the sole discretion of the
Administrator; provided, however, that the Exercise Price shall be no less than
85% of the Fair Market Value of the shares of Stock on the Date of Grant.

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In the case of Stock Options granted to a Ten Percent Shareholder, the Exercise
Price shall not be less than 110% of such Fair Market Value.

          (c) Medium and Time of Payment. The Exercise Price shall be paid in
full, at the time of exercise, in cash or cash equivalents or, with the approval
of the Administrator, in shares of Stock which have been held by the Optionee
for a period of at least six calendar months preceding the date of surrender and
which have a Fair Market Value equal to the Exercise Price, or in a combination
of cash and such shares, and may be effected in whole or in part (i) with monies
received from the Company at the time of exercise as a compensatory cash
payment; or (ii) to the extent that the Exercise Price exceeds the par value of
the shares so purchased, with monies borrowed from the Company in accordance
with Section 10.5.

          (d) Automatic Grants. Commencing on the date a Director is first
elected or appointed to the Board of Directors of the Company (or March 10, 1995
if first elected or appointed prior to that time) and on each anniversary of
such date on which such Director is then serving as a Director of the Company,
Stock Options to purchase 1,250 shares of the Company's Stock shall be
automatically granted to such Director; provided, however, that the Stock Option
automatically granted to the Chairman of the Board shall be to purchase 3,000
shares of the Company's Stock. The exercise price of the Stock Options granted
pursuant to this paragraph shall be the Fair Market Value of the Common Stock on
the date of grant.

          (e) Term and Exercise of Stock Options. Stock Options shall be
exercisable over the exercise period at the times the Administrator may
determine, as reflected in the related Stock Option Agreements. The exercise
period of any Stock Option shall be determined by the Administrator, but shall
not exceed ten years from the Date of Grant of the Stock Option. The exercise
period shall be subject to earlier termination upon the occurrence of either a
Special Terminating Event, as provided in Section 10.6, or the Termination of
Services, as provided in Section 10.7. A Stock Option may be exercised, as to
any or all full shares of Stock as to which the Stock Option has become
exercisable, by giving written notice of such exercise to the Company.

                                   ARTICLE 6
                                Purchase Rights

     Section 6.1 General. Purchase Rights may be granted alone or in addition to
other Rights under the Plan. Each sale of Stock under this Article 7 shall be in
such form and under such terms and conditions as the Administrator shall from
time to time approve; provided, that such terms and conditions are not
inconsistent with the Plan. The provisions of Stock Purchase Agreements entered
into under the Plan need not be identical.

     Section 6.2 Terms and Conditions of Purchase Rights. Each Purchase Right
granted pursuant to the Plan shall be evidenced by a written stock purchase
agreement between the Company and the Offeree (the "Stock Purchase Agreement"),
which shall comply with and be subject to the following terms and conditions:

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          (a) Number of Shares. Each Stock Purchase Agreement shall state the
number of shares of Stock which may be purchased pursuant to such agreement.

          (b) Purchase Price. Each Stock Purchase Agreement shall state the
price at which the Stock subject to such Stock Purchase Agreement may be
purchased (the "Purchase Price"), which, with respect to Stock Purchase Rights,
shall be determined in the sole discretion of the Administrator; provided,
however, that the Purchase Price shall be no less than 85% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right. In the case of a Purchase Right granted to a Ten Percent
Shareholder, the Purchase Price shall not be less than 100% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right.

          (c) Medium and Time of Payment. The Purchase Price shall be paid in
full, at the time of exercise, in cash or cash equivalents or, with the approval
of the Administrator, in shares of Stock which have been held by the Offeree for
a period of at least six calendar months preceding the date of surrender and
which have a Fair Market Value equal to the Purchase Price or in a combination
of cash or cash equivalents and such shares, and may be effected in whole or in
part (i) with monies received from the Company at the time of exercise as a
compensatory cash payment; or (ii) to the extent the purchase price exceeds the
par value of the shares so purchased, with monies borrowed from the Company in
accordance with Section 10.5 of the Plan.

                                   ARTICLE 7
                                  Adjustments

     Section 7.1 Effect of Certain Changes.

          (a) Stock Dividends, Splits, Etc.. If there is any change in the
number of outstanding shares of Stock through the declaration of Stock dividends
or through a recapitalization resulting in Stock splits, or combinations or
exchanges of the outstanding shares, (i) the number of shares of Stock available
for Rights, (ii) the number of shares covered by outstanding Rights and (iii)
the Exercise Price or Purchase Price of any Stock Option or Purchase Right, in
effect prior to such change, shall be proportionately adjusted by the
Administrator to reflect any increase or decrease in the number of issued shares
of Stock; provided, however, that any fractional shares resulting from the
adjustment shall be eliminated.

          (b) Liquidating Event. In the event of the proposed dissolution or
liquidation of the Company, or in the event of any corporate separation or
division, including, but not limited to, a split-up, split-off or spin-off
(each, a "Liquidating Event"), the Administrator may provide that the holder of
any Right then exercisable shall have the right to exercise such Right (at the
price provided in the Rights) subsequent to the Liquidating Event, and for the
balance of its term, solely for the kind and amount of shares of Stock and other
securities, property, cash or any combination thereof receivable upon such
Liquidating Event by a holder of the number of shares of Stock for or with
respect to which such Right might have been exercised immediately prior to such
Liquidating Event; or the Administrator may provide, in the alternative, that
each Right granted under the Plan shall terminate as of a date to be fixed by
the Board; provided, however,

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that not less than 30 days written notice of the date so fixed shall be given to
each Rights holder and if such notice is given, each Rights holder shall have
the right, during the period of 30 days preceding such termination, to exercise
the Right as to all or any part of the shares of Stock covered thereby, without
regard to any installment or vesting provisions in his or her agreement
applicable to such Rights, on the condition, however, that the Liquidating Event
actually occurs; and if the Liquidating Event actually occurs, such exercise
shall be deemed effective (and, if applicable, the Rights holder shall be deemed
a shareholder with respect to the Rights exercised) immediately preceding the
occurrence of the Liquidating Event, or the date of record for shareholders
entitled to share in such Liquidating Event, if a record date is set.

          (c) Merger or Consolidation. In the case of any capital
reorganization, any reclassification of the Common Stock (other than a change in
par value or recapitalization described in Section 8.1(a) of the Plan), or the
consolidation of the Company with, or a sale of substantially all of the assets
of the Company to (which sale is followed by a liquidation or dissolution of the
Company), or merger of the Company with another person (a "Reorganization
Event"), the Administrator shall be obligated to determine whether the
Reorganization Event shall constitute a "Liquidity Event," and to deliver to
Rights holders at least 15 days prior to such Reorganization Event (or at least
15 days prior to the date of record for shareholders entitled to share in the
securities or property distributed in the Reorganization Event, if a record date
is set) a notice which shall (i) indicate whether the Reorganization Event is a
Liquidity Event, (ii) indicate whether the Liquidity Event shall result in the
acceleration of the vesting provisions of the applicable Right, and (iii) advise
the Rights holder of his or her rights pursuant to the agreement applicable to
such Rights. If the Reorganization Event is determined to be a Liquidity Event,
in its sole and absolute discretion, the surviving corporation may, but shall
not be obligated to, tender stock options to the Rights holder with respect to
the surviving corporation which shall contain terms and provisions that
substantially preserve the rights and benefits of the applicable Right, and (ii)
in the event that no stock options have been tendered by the surviving
corporation pursuant to the terms of item (i) immediately above, the Rights
holder shall have the right exercisable during a ten-day period ending on the
fifth day prior to the Reorganization Event (or ending on the fifth day prior to
the date of record for shareholders entitled to share in the securities or
property distributed in the Reorganization Event, if a record date is set) to
exercise his or her Rights in whole or in part, and if so determined by the
Administrator, without regard to any installment provisions under his or her
agreement applicable to such Rights, on the condition, however, that the
Reorganization Event is actually effected; and if the Reorganization Event is
actually effected, such exercise shall be deemed effective (and, if applicable,
the Rights holder shall be deemed a shareholder with respect to the Rights
exercised) immediately preceding the effective time of the Reorganization Event
(or on the date of record for shareholders entitled to share in the securities
or property distributed in the Reorganization Event, if a record date is set).
If the Reorganization Event is not determined to be a Liquidity Event, the
Rights holder shall thereafter be entitled upon exercise of the Right to
purchase the kind and number of shares of stock or other securities or property
of the surviving corporation receivable upon such event by a holder of the
number of shares of the Common Stock which the Right entitles the Rights holder
to purchase from the Company immediately prior to such event, and in any such
case, appropriate adjustment shall be made in the application of the provisions
set forth in this Plan with respect to the Rights holder's rights and interests
thereafter, to the end that the provisions set forth in the

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agreement applicable to such Rights (including the specified changes and other
adjustments to the Exercise Price) shall thereafter be applicable in relation to
any shares or other property thereafter purchasable upon exercise of the Right.

          (d) Where Company Survives. Section 8.1(c) shall not apply to a merger
or consolidation in which the Company is the surviving corporation, unless
shares of Stock are converted into or exchanged for securities other than
publicly-traded common stock, cash (excluding cash in payment for actual shares)
or any other thing of value. Notwithstanding the preceding sentence, in case of
any consolidation or merger of another corporation into the Company in which the
Company is the surviving corporation and in which there is a reclassification or
change (including a change to the right to receive an amount of money payable by
cash or cash equivalent or other property) of the shares of Stock (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination, but including any change in such shares into two or
more classes or series of shares), the Administrator may provide that the holder
of each Right then exercisable shall have the right to exercise such Right
solely for the kind and amount of shares of Stock and other securities
(including those of any new direct or indirect Parent of the Company), property,
cash or any combination thereof receivable upon such reclassification change,
consolidation or merger by the holder of the number of shares of Stock for which
such Right might have been exercised.

          (e) Surviving Corporation Defined. The determination as to which party
to a merger or consolidation is the "surviving corporation" shall be made on the
basis of the relative equity interests of the shareholders in the corporation
existing after the merger or consolidation, as follows: if immediately following
any merger or consolidation the holders of outstanding voting securities of the
Company immediately prior to the merger or consolidation own equity securities
possessing more than 50% of the voting power of the corporation existing
following the merger or consolidation, then for purposes of this Plan, the
Company shall be the surviving corporation. In all other cases, the Company
shall not be the surviving corporation. In making the determination of ownership
by the shareholders of a corporation immediately after the merger or
consolidation, of equity securities pursuant to this Section 8.1(e), equity
securities which the shareholders owned immediately before the merger or
consolidation as shareholders of another party to the transaction shall be
disregarded. Further, for purposes of this Section 8.1(e) only, outstanding
voting securities of a corporation shall be calculated by assuming the
conversion of all equity securities convertible (immediately or at some future
time) into shares entitled to vote.

          (f) Par Value Changes. In the event of a change in the Stock of the
Company as presently constituted which is limited to a change of all of its
authorized shares with par value, into the same number of shares without par
value, or a change in the par value, the shares resulting from any such change
shall be "Stock" within the meaning of the Plan.

     Section 7.2 Decision of Administrator Final. To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive.

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     Section 7.3 No Other Rights. Except as hereinbefore expressly provided in
this Article 8, no Rights holder shall have any rights by reason of any
subdivision or consolidation of shares of Stock or the payment of any dividend
or any other increase or decrease in the number of shares of Stock of any class
or by reason of any Liquidating Event, merger, or consolidation of assets or
stock of another corporation, or any other issue by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class;
and except as provided in this Article 8, none of the foregoing events shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Stock subject to Rights. The grant of a Right
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structures or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or part of its business or assets.

     Section 7.4 No Rights as Shareholder. Except as specifically provided in
this Article 8, a Rights holder or a transferee of a Right shall have no rights
as a shareholder with respect to any shares covered by the Rights until the date
of the issuance of a Stock certificate to him or her for such shares, and no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions of other rights for which
the record date is prior to the date such Stock certificate is issued, except as
provided in Section 8.1(b) or 8.1(c).

                                   ARTICLE 8
                           Amendment and Termination

     The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
Participant under any Right theretofore granted without such Participant's
consent, or which without the approval of the shareholders would:

          (a) except as provided in Article 8, materially increase the total
number of shares of Stock reserved for the purposes of the Plan;

          (b) materially increase the benefits accruing to Participants or
Eligible Persons under the Plan; or

          (c) materially modify the requirements for eligibility under the Plan.

     The Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to Article 3, no such amendment
shall impair the rights of any holder without his or her consent.

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                                   ARTICLE 9
                               General Provisions

     Section 9.1 General Restrictions.

          (a) No View to Distribute. The Administrator may require each person
acquiring shares of Stock pursuant to the Plan to represent to and agree with
the Company in writing that such person is acquiring the shares without a view
towards distribution thereof. The certificates for such shares may include any
legend which the Administrator deems appropriate to reflect any restrictions on
transfer.

          (b) Legends. All certificates for shares of Stock delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Administrator may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

     Section 9.2 Other Compensation Arrangements. Nothing contained in this Plan
shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

     Section 9.3 Withholding Taxes.

          (a) Withholding Required. Each Participant shall, no later than the
date as of which the value derived from a Right first becomes includable in the
gross income of the Participant for income tax purposes, pay to the Company, or
make arrangements satisfactory to the Administrator regarding payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Right or its exercise. The obligations of the Company under the
Plan shall be conditioned upon such payment or arrangements and the Participant
shall, to the extent permitted by law, have the right to request that the
Company deduct any such taxes from any payment of any kind otherwise due to the
Participant.

          (b) Withholding Right. The Administrator may, in its discretion, grant
a Rights holder the right (a "Withholding Right") to elect to make such payment
by irrevocably requiring the Company to withhold from shares issuable upon
exercise of the Right that number of full shares of Common Stock having a Fair
Market Value on the Tax Date (as defined below) equal to the amount (or portion
of the amount) required to be withheld. The Withholding Right may be granted
with respect to all or any portion of the Right.

          (c) Exercise of Withholding Right. To exercise a Withholding Right,
the Rights holder must follow the election procedures set forth below, together
with such additional procedures and conditions as may be set forth in the
related Rights agreement or otherwise adopted by the Administrator:

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               (i)   The Rights holder must deliver to the Company his or her
     written notice of election (the "Election") to have the Withholding Right
     apply to all (or a designated portion) of his or her Right.

               (ii)  Unless disapproved by the Administrator as provided in
     Subsection (iii) below, the Election once made will be irrevocable.

               (iii) no Election is valid unless the Administrator consents to
the Election; the Administrator has the right and power, in its sole discretion,
with or without cause or reason therefor, to consent to the Election, to refuse
to consent to the Election, or to disapprove the Election; and if the
Administrator has not consented to the Election on or prior to the date that the
amount of tax to be withheld is, under applicable federal income tax laws, fixed
and determined by the Company (the "Tax Date"), the Election will be deemed
approved.

               (iv)  If the Rights holder on the date of delivery of the
     Election to the Company is a Section 16(b) Person, the following additional
     provisions will apply:

                    (A) the Election cannot be made during the six calendar
          month period commencing with the date of the grant of the Withholding
          Right (even if the Right to which such Withholding Right relates has
          been granted prior to such date); provided, that this Subsection (A)
          is not applicable to any Rights holder at any time subsequent to the
          death, Disability or Retirement of the Rights holder;

                    (B) the Election can only be made on a date which is six
          calendar months or more prior to the Tax Date; and

                    (C) notwithstanding any other provision of this Section
          10.3(c)(iv), no Section 16(b) Person shall have the right to make any
          Election prior to the time that the Company has been subject to the
          reporting requirements of Section 13(a) of the Exchange Act for at
          least a year and has filed all reports and statements required to be
          filed pursuant to that Section for that year.

          (d)  Effect. If the Administrator consents to an Election of a
     Withholding Right:

               (i)  Upon the exercise of the Right (or any portion thereof) to
     which the Withholding Right relates, the Company will withhold from the
     shares otherwise issuable that number of full shares of Stock having an
     actual Fair Market Value equal to the amount (or portion of the amount, as
     applicable) required to be withheld under applicable federal and/or state
     income tax laws as a result of the exercise; and

               (ii) if the Rights holder is then a Section 16(b) Person who has
     made an Election, the related Right may not be exercised, nor may any
     shares of Stock issued

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<PAGE>

     pursuant thereto be sold, exchanged or otherwise transferred, if the result
     of such exercise, or such transaction, would cause the Tax Date to be less
     than six full calendar months following the date of the Election.

     Section 9.4 Indemnification. In addition to such other rights of
indemnification as they may have as Directors or members of the Committee, and
to the extent allowed by applicable law, the Administrators shall be indemnified
by the Company against the reasonable expenses, including attorney's fees,
actually incurred in connection with any action, suit or proceeding or in
connection with any appeal therein, to which they or any one of them may be
party by reason of any action taken or failure to act under or in connection
with the Plan or any option granted under the Plan, and against all amounts paid
by them in settlement thereof (provided that the settlement has been approved by
the Company, which approval shall not be unreasonably withheld) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Administrator did not act in good faith and in a manner
which such person reasonably believed to be in the best interests of the
Company, and in the case of a criminal proceeding, had no reason to believe that
the conduct complained of was unlawful; provided, however, that within 60 days
after institution of any such action, suit or proceeding, such Administrator
shall, in writing, offer the Company the opportunity at its own expense to
handle and defend such action, suit or proceeding.

     Section 9.5 Loans. The Company may make loans to Optionees and Offerees as
the Administrator, in its discretion, may determine in connection with the
exercise of outstanding Stock Options and Purchase Rights granted under the
Plan. Such loans shall (i) be evidenced by promissory notes entered into by the
holders in favor of the Company; (ii) be subject to the terms and conditions set
forth in this Section 10.5 and such other terms and conditions, not inconsistent
with the Plan, as the Administrator shall determine; and (iii) bear interest, if
any, at such rate as the Administrator shall determine. In no event may the
principal amount of any such loan exceed the Exercise Price or the Purchase
Price less the par value of the shares of Stock covered by the Stock Option or
Purchase Right, or portion thereof, exercised by the Optionee or Offeree. The
initial term of the loan, the schedule of payments of principal and interest
under the loan, the extent to which the loan is to be with or without recourse
against the holder with respect to principal and applicable interest and the
conditions upon which the loan will become payable in the event of the holder's
termination of employment shall be determined by the Administrator; provided,
however, that the term of the loan, including extensions, shall not exceed 10
years. Unless the Administrator determines otherwise, when a loan shall have
been made, shares of Stock having a Fair Market Value at least equal to the
principal amount of the loan shall be pledged by the holder to the Company as
security for payment of the unpaid balance of the loan and such pledge shall be
evidenced by a pledge agreement, the terms of which shall be determined by the
Administrator, in its discretion; provided, however, that each loan shall comply
with all applicable laws, regulations and rules of the Board of Governors of the
Federal Reserve System and any other governmental agency having jurisdiction.

     Section 9.6 Special Terminating Events. If a Special Terminating Event
occurs, all Rights theretofore granted to such Rights holder may, unless earlier
terminated in accordance with

                                       13
<PAGE>

their terms, be exercised by the Rights holder or by his or her estate or by a
person who acquired the right to exercise such Right by bequest or inheritance
or otherwise by reason of the death or Disability of the Rights holder, at any
time within three years after the date of the Special Terminating Event, unless
otherwise provided in the Stock Option Agreement or Stock Purchase Agreement;
provided, however, that no Right may be exercised following the date of its
expiration.

     Section 9.7 Termination of Services. Except as provided in this Section
10.7, no Right may be exercised unless the Rights holder is then a Director of
the Company, a member of the Executive Committee of the Company or any Parent or
Subsidiary, or rendering services as a consultant to the Company or any Parent
or Subsidiary, and unless he or she has remained continuously so employed or
engaged since the Date of Grant. If the employment or services of a Rights
holder shall terminate (other than by reason of a Special Terminating Event),
all Rights previously granted to the Rights holder which are exercisable at the
time of such termination may be exercised for the period ending three years
after such termination, unless otherwise provided in the Stock Option Agreement
or Stock Purchase Agreement; provided, however, that no Right may be exercised
following the date of its expiration. Nothing in the Plan or in any Right
granted pursuant to the Plan shall confer upon a Rights holder any right to
continue to be engaged or employed by the Company or any Parent or Subsidiary or
interfere in any way with the right of the Company or any Parent or Subsidiary
to terminate such engagement or employment at any time.

     Section 9.8 Non-Transferability of Rights. Each Stock Option Agreement and
Stock Purchase Agreement shall provide that the Rights granted under the Plan
shall not be transferable otherwise than by will or by the laws of descent and
distribution, and the Rights may be exercised, during the lifetime of the Rights
holder, only by the Rights holder or by his or her guardian or legal
representative.

     Section 9.9 Regulatory Matters. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that no shares shall be purchased or sold
thereunder unless and until (i) any then applicable requirements of state or
federal laws and regulatory agencies shall have been fully complied with to the
satisfaction of the Company and its counsel; and (ii) if required to do so by
the Company, the Optionee or Offeree shall have executed and delivered to the
Company a letter of investment intent in such form and containing such
provisions as the Board or Committee may require.

     Section 9.10 Recapitalizations. Each Stock Option Agreement and Stock
Purchase Agreement shall contain provisions required to reflect the provisions
of Article 8.

      Section 9.11 Delivery. Upon exercise of a Right granted under this Plan,
the Company shall issue Stock or pay any amounts due within a reasonable period
of time thereafter. Subject to any statutory obligations the Company may
otherwise have, for purposes of this Plan, thirty days shall be considered a
reasonable period of time.

                                       14
<PAGE>

     Section 9.12 Rule 16b-3. With respect to persons subject to Section 16 of
the Securities Exchange Act of 1934 (the "Exchange Act"), transactions under
this plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the Exchange Act. To the extent any provision of the plan
or action by the Administrator fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Administrator.

     Section 9.13 Other Provisions. The Stock Option Agreements and Stock
Purchase Agreements authorized under the Plan may contain such other provisions
not inconsistent with this Plan, including, without limitation, restrictions
upon the exercise of the Rights, as the Administrator may deem advisable.

                                   ARTICLE 10
                             Effective Date of Plan

     The Plan shall become effective on the date on which the Plan is adopted by
the Board, subject to approval by the Company's shareholders, which approval
must be obtained within one year from the date the Plan is adopted by the Board.

                                   ARTICLE 11
                                  Term of Plan

     No Right shall be granted pursuant to the Plan on or after June 22, 2004,
but Rights theretofore granted may extend beyond that date.

                                   ARTICLE 12
                         Information to Rights Holders

     The Company will cause a report to be sent to each Rights holder not later
than 120 days after the end of each fiscal year.  Such report shall consist of
the financial statements of the Company for such fiscal year and shall include
such other information as is provided by the Company to its shareholders.

                                       15