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                                                                    EXHIBIT 4.10

                              COMPUWARE CORPORATION

                        2001 EMPLOYEE STOCK PURCHASE PLAN


1.       PURPOSE.

         The purpose of the Compuware Corporation 2001 Employee Stock Purchase
Plan is to encourage employee stock ownership by offering employees of Compuware
Corporation and specified subsidiaries Purchase Rights (as such term is defined
in Section 2) to purchase Common Shares at discounted prices and without payment
of brokerage costs. By means of this Plan, the Company seeks to retain the
services of its employees, to secure and retain the services of new employees,
and to provide incentives for such persons to exert maximum efforts for the
ssuccess of the Company. The Plan is intended to be an "employee stock purchase
plan" as defined in Section 423 of the Code. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit the participation in a
manner consistent with the requirements of Section 423 of the Code.


2.       CERTAIN DEFINITIONS.

         "Board" means the Board of Directors of Compuware Corporation and/or
any committee of at least two directors to which the Board of Directors has
delegated any of its duties under the Plan. The Board of Directors may abolish
any such committee at any time and may re-vest in the Board of Directors all or
any part of the Board's duties under the Plan.

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

         "Common Shares" means the common shares, par value $.01 per share, of
Compuware Corporation.

         "Company" means Compuware Corporation, a Michigan corporation, and each
of the parent corporations or subsidiary corporations of Compuware Corporation
(as those terms are defined for purposes of Section 423(b) of the Code)
designated by the Board from time to time. As of the date of adoption of this
Plan, no subsidiary corporations of Compuware Corporation are so designated by
the Board.

         "Custodian" means such firm, firms, person and/or persons as the Board
shall designate from time to time.

         "Exercise Date" means the last day of an Offering Period, on which date
all Participants' outstanding Purchase Rights will automatically be exercised.





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         "Fair Market Value" means the average of the high and low quoted sale
prices of a Common Share reported in the table entitled "Nasdaq National Market
Issues" or any successor table in The Wall Street Journal for such date or, if
no Common Shares were traded on that date, on the next preceding day on which
there was such a trade, or, if the Common Shares are not traded in The Nasdaq
National Market, "Fair Market Value" shall be determined by a method determined
by the Board.

         "Offering Period" shall have the meaning provided in Section 5(b).

         "Participant" means an employee of the Company who is eligible under
Section 3 and who has enrolled in the Plan by providing a Participation Form to
the Plan Administrator.

         "Participation Form" shall have the meaning provided in Section 4(a).

         "Plan" means this Compuware Corporation 2001 Employee Stock Purchase
Plan.

         "Plan Administrator" means such person so designated by the Board.

         "Purchase Right" means a Participant's option to purchase Common Shares
that is deemed to be outstanding during a Offering Period. A Purchase Right
represents an "option" as such term is used under Section 423 of the Code.

         "Total Compensation" means wages, salaries and other amounts received
from the Company for personal services rendered to the Company as an employee,
including amounts paid as commissions, amounts paid as bonuses and any amounts
of salary or bonus reduction contributions to any Company plan under Section
401(k) or Section 125 of the Code, but excluding severance pay, ordinary income
received upon disposition of Common Shares acquired under this Plan, amounts
paid in cash for accrued vacation not taken as of the end of the year, any other
contributions paid by the Company under any employee benefit plan of the
Company, other non-cash employee benefits provided to employees at Company
expense, taxable income resulting from exercises of non-qualified stock options
and other taxable benefits income not paid to the employee in cash.

         "Trading Day" refers to a day during which The Nasdaq Stock Market is
available for trading Common Shares.

         "Withdrawal Form" shall have the meaning provided in Section 9(a).


3.       ELIGIBILITY.

         Participation in the Plan is voluntary. All employees of the Company,
including officers and directors who are employees, are eligible to participate
in the Plan, except for an employee whose customary employment with the Company
as of the beginning of the applicable Offering Period (1) is 20 hours or less
per week, or (2) is for not more than 5 months in any calendar year.








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4.       PARTICIPATION.

         (a) Eligible employees become Participants in the Plan by authorizing
payroll deductions for that purpose through a form, electronic authorization or
other enrollment means provided by the Company (the "Participation Form") that
is provided to the Plan Administrator no later than five calendar days after the
beginning date of an Offering Period, except as provided in Section 4(b). That
Participation Form would be effective for payrolls occurring after the beginning
of the applicable Offering Period.

         (b) An eligible employee who is newly-hired or re-hired by the Company
may become a Participant in the Plan during an Offering Period by authorizing
payroll deductions for that purpose through a Participation Form that is
provided to the Plan Administrator no later than 45 days after his or her date
of hire. That Participation Form would be effective for payrolls occurring at
least 10 business days after the Company receives the Participation Form.

         (c) Notwithstanding any provision of the Plan to the contrary, no
employee may participate in the Plan:

                  (i) if following a grant of Purchase Rights under the Plan,
         the employee would own, directly or by attribution, stock, Purchase
         Rights or other stock options to purchase stock representing 5% or more
         of the total combined voting power or value of all actually issued and
         outstanding classes of Compuware Corporation's stock or stock in any
         parent or subsidiary corporation (as those terms are defined for
         purposes of Section 423(b) of the Code) of Compuware Corporation; for
         purposes of this Section 4(c)(i), the rules of Section 424(d) of the
         Code shall apply in determining the stock ownership of any employee; or

                  (ii) to the extent a grant of Purchase Rights under the Plan
         would permit the employee's rights to purchase stock, under all the
         Code Section 423 employee stock purchase plans of the Company and of
         any parent or subsidiary corporation (as those terms are defined for
         purposes of Code Section 423(b)) of the Company, to accrue at a rate
         exceeding $25,000.00, based on the Fair Market Value of the stock (at
         the time of grant), for each calendar year in which such Purchase
         Rights are outstanding.


5.       SECURITIES SUBJECT TO THE PLAN AND OFFERING PERIODS.

         (a) The Plan and the Compuware Corporation 2001 International Employee
Stock Purchase Plan (the "International Plan") on a combined basis cover an
aggregate of 15,000,000 Common Shares (subject to adjustment as provided in
Section 15), which may be authorized but unissued shares or reacquired shares,
bought on the open market or otherwise. If any Purchase Right that shall have
been granted under either plan shall expire or terminate for any reason without
having been exercised in full, the unpurchased underlying Common Shares shall
again become available for purposes of the Plan and the International Plan,
unless the Plan or the International Plan shall have been terminated.




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         (b) The first Offering Period (an "Offering Period") under the Plan
will begin on October 1, 2001 and end on March 31, 2002. Thereafter, for so long
as the Plan remains in effect, there will be semi-annual Offering Periods with
the following beginning and ending dates:

         SEMI-ANNUAL OFFERING PERIODS
<TABLE>
<CAPTION>
                           Beginning Date                     Ending Date
                           --------------                     -----------
<S>                                                           <C>
                           April 1                            September 30
                           October 1                          March 31
</TABLE>

6.       PAYROLL DEDUCTIONS.

         (a) In order to purchase Common Shares, an employee must indicate on
the Participation Form the contribution amount he or she wishes to authorize the
Company to deduct out of the employee's Total Compensation. Subject to the
limitation specified by Section 423(b) of the Code, the authorized contribution
amount must be an integral percentage amount (i.e., a whole number percentage)
ranging from 1% to 10% of such Participant's Total Compensation during the
Offering Period. The Participation Form will include authorization for the
Company to make payroll deductions from the Participant's Total Compensation.

         (b) To comply with the federal tax laws, a Participant may not be
granted Purchase Rights under the Plan or any other Code Section 423 employee
stock purchase plan of the Company, or of any parent or subsidiary corporation
(as those terms are defined for purposes of Section 423(b) of the Code) of the
Company, with respect to more than $25,000.00 worth of Common Shares for any
calendar year such Purchase Rights to purchase Common Shares are outstanding
pursuant to the terms of the Plan. The $25,000.00 limit is determined according
to the Fair Market Value of the Common Shares on the first day (grant date) of
the Offering Period. Participants will be notified if these limitations become
applicable to them.

         (c) The amounts deducted shall be credited to the Participant's account
under the Plan, but no actual separate account will be established by the
Company to hold such amounts. There shall be no interest paid on the balance
outstanding in a Participant's account. The deducted amounts may be commingled
with the general assets of the Company and may be used for its general corporate
purposes.

         (d) Payroll deductions begin on the first payday of each Offering
Period, and end on the last payday of each Offering Period. Eligible employees
may participate in the Plan and purchase shares only by means of payroll
deductions. A Participant may not make any separate cash payment into his or her
account.

         (e) So long as a Participant remains an employee of the Company
eligible to participate in the Plan, payroll deductions will continue in effect
from Offering Period to Offering Period unless the Participant:



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                  (i) on or before the end of the current Offering Period,
         elects a different contribution percentage by providing a new
         Participation Form to the Plan Administrator; such change in
         contribution percentage will become effective by the beginning of the
         next Offering Period following the Plan Administrator's receipt of the
         Participant's new Participation Form; or

                  (ii) withdraws in accordance with Section 9.

         (f) Unless a Participant elects a different contribution percentage as
permitted by Section 6(e)(i) or elects to withdraw prior to 10 business days
before the end of the current Offering Period as permitted under Section 9, the
Participant's payroll deductions will continue throughout the next Offering
Period and his or her Purchase Right to purchase Common Shares will be deemed to
be fully and automatically exercised on the last day of such Offering Period
with respect to payroll deductions made during that period.


7.       PURCHASE PRICE.

         (a) On the first day of each Offering Period, a Participant is deemed
to have been granted a Purchase Right to purchase on the last day of the
Offering Period as many whole Common Shares as such Participant will be able to
purchase with the payroll deductions credited to such Participant's account
during that Offering Period.

         (b) The price at which each Purchase Right to purchase Common Shares
may be exercised is the lower of the following (rounded up to the nearest whole
cent per Common Share):

                  (i) 85% of the Fair Market Value of the Common Shares on the
         first day of an Offering Period, or if that day is not a Trading Day,
         then on the first preceding day that is a Trading Day; or

                  (ii) 85% of the Fair Market Value of the Common Shares on the
         last Trading Day of such Offering Period.

         (c) The number of shares purchasable by each Participant per Offering
Period will be the number of whole Common Shares obtained by dividing the amount
collected from the Participant under the Plan for that Offering Period by the
purchase price in effect for that Offering Period.


8.       EXERCISE OF PURCHASE RIGHT.

         (a) Each outstanding Purchase Right will be exercised automatically on
the Exercise Date. The exercise of the Purchase Right is to be effected by
applying the amount credited to each Participant's account as of the Exercise
Date to the purchase on the Exercise Date of whole Common Shares at the purchase
price in effect for the Offering Period.





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         (b) Fractional shares will not be issued under the Plan, and any amount
remaining in the Participant's account after such application (i.e., amounts not
sufficient to purchase a whole Common Share) will be held for the purchase of
Common Shares in the next Offering Period.

         (c) If the number of shares for which Purchase Rights are exercised
exceeds the number of shares remaining available in any Offering Period under
the Plan, the shares available for sale will be allocated by the Plan
Administrator pro rata among the Participants in such Offering Period in
proportion to the relative amounts in their accounts, subject to rounding to
allocate only whole Common Shares. Any amounts not thereby applied to the
purchase of Common Shares under the Plan will be refunded to the Participants
after the end of the Offering Period.


9.       WITHDRAWAL AND TERMINATION OF PURCHASE RIGHTS.

         (a) A Participant may withdraw (i.e., terminate his or her payroll
deductions) by providing a notice of withdrawal to the Plan Administrator at any
time prior to 10 business days before the end of the current Offering Period.
Such notice shall be through a form, electronic authorization or other
withdrawal means (the "Withdrawal Form") provided by the Plan Administrator for
that purpose, and shall be effective by the tenth business day after it is
received by the Plan Administrator. The Withdrawal Form will permit a
Participant to make the following election:

                  (i) The Participant may elect to stop the Participant's
         payroll deductions under the Plan and use all of the amounts credited
         to such Participant's account to purchase on the Exercise Date whole
         Common Shares at the purchase price in effect for the Offering Period.
         If this election is made, the Company shall distribute to such
         Participant after such Offering Period any such amounts which remain
         after such purchase on account of being insufficient to purchase a
         whole Common Share at the applicable purchase price, unless the
         Participant has re-enrolled in the Plan, in which case such amounts
         shall be used to purchase Common Shares in the new Offering Period.

                  (ii) The Participant may elect to continue his or her
         participation in the Plan through the end of the current Offering
         Period, and thus exercise such Participant's outstanding Purchase
         Rights on the following Exercise Date, but terminate his or her
         participation in the Plan for subsequent Offering Periods. Payroll
         deductions for such a Participant will continue until the end of the
         current Offering Period. If this election is made, the Company shall
         distribute to such Participant after such Offering Period any amounts
         which remain in the Participant's account after the purchase of Common
         Shares on the Exercise Date on account of being insufficient to
         purchase a whole Common Share at the applicable purchase price, unless
         the Participant has re-enrolled in the Plan, in which case such amounts
         shall be used to purchase Common Shares in the new Offering Period.




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         (b) Any Participant who withdraws from the Plan pursuant to Section
9(a) will not be eligible to rejoin the Plan for the Offering Period under way
at the time of withdrawal, and will have to re-enroll in the Plan by completing
and providing to the Plan Administrator a new Participation Form should such
individual wish to resume participation in a subsequent Offering Period.

         (c) If a Participant ceases to be an employee of the Company for any
reason during an Offering Period, his or her outstanding Purchase Right will
immediately terminate, his or her payroll deductions will immediately cease, and
all sums previously collected from such Participant during such Offering Period
under the terminated Purchase Right will be refunded; provided, however, that if
such termination is the result of the Participant's death, (1) the outstanding
Purchase Right shall terminate only for future Offering Periods, (2) the
Participant or the person or persons to whom the Participant's rights under the
Plan pass by will or by the laws of descent and distribution shall continue as a
Participant until the end of the Offering Period in which such death occurs
(except that no further payroll deductions shall be made under the Plan), (3)
the sums previously collected from such Participant during such Offering Period
under the Plan shall not be refunded during the Offering Period, and (4) the
Company shall use all of the amounts credited to such Participant's account for
the purchase on the Exercise Date of whole Common Shares at the purchase price
in effect for the Offering Period, and shall distribute to such Participant
after such Offering Period any such amounts remaining after such purchase. For
purposes of this Plan, a Participant receiving short-term disability payments
shall not be deemed to have ceased to be an employee of the Company (and such
payments shall be deemed to be part of his or her Total Compensation) unless and
until he or she becomes eligible to receive long-term disability benefits.


10.      RIGHTS AS SHAREHOLDER.

         (a) A Participant is not a shareholder, and does not have any rights of
a shareholder, with respect to any Common Shares subject to Purchase Rights
under the Plan until the Participant exercises his or her Purchase Right and
certificates representing such shares have been issued, and then only with
respect to whole Common Shares issued to the Participant or credited to the
Participant's account. Thus, a Participant will not have a right to any dividend
or distribution on those shares made prior to the Exercise Date.

         (b) The Participant will be entitled to receive, as soon as practicable
after the Exercise Date, a stock certificate for the number of whole purchased
shares, if the Participant has so elected. The Participant may also elect to
have the Custodian hold his or her Common Shares acquired under the Plan. The
Custodian may impose upon, or pass through to, the Participant a reasonable fee
for withdrawal of Common Shares in the form of stock certificates. It is the
responsibility of each Participant to keep his or her address current with the
Company through the Plan Administrator and with the Custodian.





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11.      SALE OR DISTRIBUTION OF COMMON SHARES ACQUIRED UNDER THE PLAN.

         (a) Participants who elect to have the Custodian or a broker-dealer
selected by the Company hold the Common Shares they acquire under the Plan may
sell those shares only as of the first business day of each calendar quarter and
only if the Participant submits a sales request form, electronic authorization
or other sales authorization means provided by the Company to the Plan
Administrator at least ten business days before the date on which the
Participant desires to have the Common Shares sold. Other Participants who elect
to receive a certificate for the Common Shares they acquire under the Plan may
sell those Common Shares at any time without restriction under the Plan.

         (b) Participants and former Participants who elect to have the
Custodian or a broker-dealer selected by the Company hold the Common Shares they
acquire under the Plan may withdraw those shares and have certificates issued in
the Participant's name only as of the first business day of each calendar
quarter and only if the Participant submits a share withdrawal request form,
electronic authorization or other share withdrawal authorization means provided
by the Company to the Plan Administrator at least ten business days before the
date on which the Participant desires to have the Common Shares withdrawn.

         (c) A Participant shall immediately provide information to the Plan
Administrator if the Participant transfers any shares purchased through the Plan
within two years from the date of grant of the related Purchase Right. Such
transfers shall include transfers into street name and dispositions by sale,
gift or other manner. The Participant shall disclose the name of the transferee,
the manner of the transfer, the date of the transfer, the number of shares
involved and the transfer price. By executing the Participation Form, each
Participant obligates himself or herself to provide such information to the Plan
Administrator.

         (d) The Company is authorized to withhold from any payment to be made
to a Participant, including any payroll and other payments not related to the
Plan, amounts of withholding and other taxes due in connection with any
transaction under the Plan or any transaction involving Common Shares acquired
under the Plan, and a Participant's enrollment in the Plan will be deemed to
constitute his or her consent to such withholding.


12.      PLAN ADMINISTRATION.

         (a) The Plan shall be administered by the Board.

         (b) The Board shall have the plenary power, subject to, and within the
limits of, the express provisions of the Plan:

                  (i) to determine the commencement and termination date of the
         offering of Common Shares under the Plan;



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                  (ii) to interpret the terms of the Plan and the rights granted
         under it, establish, amend and revoke rules for the administration of
         the Plan and correct or reconcile any defect, omission or inconsistency
         in the Plan;

                  (iii) to amend the Plan as provided in Section 16; and

                  (iv) to exercise such powers and to perform such acts as the
         Board deems necessary or expedient to carry out the purposes of the
         Plan or to promote the best interests of the Company.

         (c) The Board may delegate all or part of its authority to administer
the Plan to the Plan Administrator, who may in turn delegate the day-to-day
operations of the Plan to the Custodian or any other person or entity the Plan
Administrator designates. The Custodian will establish and maintain, as agent
for the Participants, accounts for the purpose of holding Common Shares as may
be necessary or desirable for the administration of the Plan for those
Participants electing to have the Custodian hold the Common Shares they acquire
under the Plan.

         (d) The Board may waive or modify any requirement that a notice or
election be made, provided or filed under the Plan a specified period in advance
in an individual case or by adoption of a rule or regulation under the Plan,
without the necessity of an amendment to the Plan.


13.      TRANSFERABILITY.

         (a) Any account maintained by the Custodian for the benefit of a
Participant with respect to shares acquired pursuant to the Plan may only be in
the name of the Participant.

         (b) Neither payroll deductions credited to a Participant's account nor
any Purchase Rights or other rights to acquire Common Shares under the Plan may
be assigned, transferred, pledged or otherwise disposed of by Participants other
than by will or the laws of descent and distribution and Purchase Rights may be
exercised only by a Participant during the lifetime of a Participant.


14.      MERGER OR LIQUIDATION OF THE COMPANY.

         If (1) Compuware Corporation dissolves or is liquidated, (2) Compuware
Corporation merges with another entity and the Company is not the surviving
entity, (3) more than 50% of the stock of Compuware Corporation is acquired by
another entity, (4) all or substantially all of the assets of Compuware
Corporation are acquired by another entity, or (5) any other similar transaction
occurs, the Board may, in its discretion, in connection with such transaction,
cancel each outstanding Purchase Right and refund all sums previously collected
from Participants under the canceled Purchase Rights, or cause each Participant
with outstanding Purchase Rights to have his or her outstanding Purchase Rights
exercised immediately prior to such transaction and thereby have the balance of
his or her account applied to the purchase of Common Shares at





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the purchase price in effect for the Offering Period, which would be treated as
ending with the effective date of such transaction. In the event of a merger in
which the Company is the surviving entity, each Participant is entitled to
receive, for each share as to which such Participant's Purchase Rights are
exercised, the securities or property that a holder of one Common Share was
entitled to receive upon the merger.


15.      ADJUSTMENT.

         To prevent dilution or enlargement of the rights of Participants under
the Plan, appropriate adjustments shall be made in the event any change is made
to the Company's outstanding Common Shares (or other securities then subject to
the Plan or any Purchase Right) by reason of any stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure,
merger, reorganization, recapitalization, dividend in property other than cash,
liquidating dividend or other change in the Common Shares effected without the
Company's receipt of consideration. Adjustments shall be made to the maximum
number and class of securities issuable under the Plan and the number and class
of securities and price per share in effect under each outstanding Purchase
Right. Any such adjustments will be made by the Board, and its determination of
the appropriate adjustments shall be made in its sole discretion.


16.      AMENDMENT AND TERMINATION.

         The Board may terminate or amend the Plan and any Purchase Rights at
any time and from time to time; provided, however, (1) such termination or
amendment may not impair any rights and obligations under Purchase Rights
previously granted under the Plan without the consent of each of the affected
Participants, and (2) any amendment that increases the number of shares reserved
for issuance upon exercise of Purchase Rights under the Plan (except pursuant to
Section 14 or 15 and any other changes authorized by the Plan to be made by the
Board or the Plan Administrator) or changes the eligibility requirements for
participation in the Plan, shall be subject to shareholder approval to the
extent required by the Code. The Board may, from time to time, designate the
parent corporations or subsidiary corporations (as such terms are defined for
purposes of Code Section 423(b)) of Compuware Corporation that may participate
in the Plan. The Plan expressly contemplates that the Board may amend the Plan
in any respect the Board deems necessary or advisable to provide eligible
employees with the benefits provided or to be provided under the provisions of
the Code and the regulations promulgated under the Code relating to employee
stock purchase plans and/or to bring the Plan and/or the Purchase Rights into
compliance with those provisions and regulations. If not sooner terminated by
the Board or terminated by expiration, the Plan shall terminate at the time
Purchase Rights have been exercised with respect to all Common Shares reserved
for acquisition under the Plan. Unless sooner terminated, the Plan shall
terminate ten years after its initial adoption by the Board. No Purchase Rights
may be granted under the Plan after it is terminated.



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<PAGE>   11

17.      SHAREHOLDER APPROVAL.

         The Plan is subject to the approval of shareholders of Compuware
Corporation at the 2001 Annual Meeting of Shareholders. Purchase Rights will not
be granted or exercised under the Plan if shareholder approval of the Plan is
not obtained before September 30, 2001.


18.      NO EMPLOYMENT RIGHTS.

         Participation in the Plan will not impose any obligations upon the
Company to continue the employment of a Participant for any specific period and
will not affect the right of the Company to terminate a Participant's employment
at any time, with or without cause.


19.      COSTS.

         Except as set forth in Section 10(b), costs and expenses incurred in
the administration of the Plan and the maintenance of accounts with the
Custodian will be paid by the Company, to the extent provided in this Section
19. Any brokerage fees and commissions for the purchase of Common Shares under
the Plan will be paid by the Company, but any brokerage fees and commissions for
the sale of Common Shares acquired under the Plan by a Participant will be borne
by such Participant.


20.      REPORTS.

         After the close of each Offering Period, each Participant in the Plan
will receive a report indicating the amount of the Participant's contributions
to the Plan during the Offering Period, the amount of the contributions applied
to the purchase of Common Shares for the Offering Period, and the purchase price
per share in effect for the Offering Period.


21.      GOVERNING LAW.

         The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan will be determined in accordance with laws of
the State of Michigan, without giving effect to principles of conflict of laws,
and applicable federal law.


22.      COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.

         The Plan, the granting and exercising of Purchase Rights under the
Plan, and the obligations of the Company, the Plan Administrator and the
Custodian under the Plan will be subject to all applicable federal and state
laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required. The Company may, in its discretion,
postpone the issuance or delivery of Common Shares upon exercise of Purchase
Rights until




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<PAGE>   12

completion of registration or qualification of such Common Shares or other
required action under any federal or state law, rule, or regulation, listing or
other required action with respect to any automated quotation system or stock
exchange upon which the Common Shares or other Company securities are designated
or listed, or compliance with any other contractual obligation of the Company,
as the Company may consider appropriate, and may require any Participant to make
such representations and furnish such information as it may consider appropriate
in connection with the issuance or delivery of Common Shares in compliance with
applicable laws, rules, and regulations, designation or listing requirements, or
other contractual obligations. If the Company is unable to obtain from any such
regulatory commission or agency the authority that counsel for the Company deems
necessary for the lawful issuance and sale of Common Shares under the Plan, the
Company shall be relieved from any liability for failure to issue and sell
Common Shares upon exercise of Purchase Rights unless and until such authority
is obtained.

23.      INDEMNIFICATION.

         To the extent permitted, the Company shall indemnify and save harmless
the Board, Plan Administrator and Custodian members who are officers, directors,
shareholders or employees of the Company against any liabilities incurred by
them in the exercise and performance of their powers and duties under the Plan.

24.      NOTICES AND AGREEMENTS.

         Any notices or agreements provided for in the Plan shall be given in
writing, in a form provided by the Company, and unless specifically provided for
in the Plan, shall be deemed effectively given upon receipt or, in the case of
notices and agreements delivered by the Company, three days after deposit in the
United States mail, postage prepaid.






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