Exhibit 4.1

                         TECHNOLOGY RESEARCH CORPORATION
                          2000 LONG TERM INCENTIVE PLAN


                                    SECTION 1

                                     GENERAL

Section  1.1    Purpose.   The  Technology  Research Corporation 2000 Long Term
Incentive  Plan  (the  "Plan")  has  been  established  by  Technology  Research
Corporation  (the  "Company") to (i) attract and retain key management employees
who  are  expected  to  make  significant  contributions  to  the success of the
Company;  (ii)  motivate such key employees, by means of appropriate incentives,
to  achieve the Company's long-range goals; (iii) provide incentive compensation
opportunities  that  are competitive with those of other similar companies; (iv)
compensate  its Directors in lieu of cash compensation; and (v) further identify
such  key  employees'  interests  with those of the Company's other shareholders
through  compensation  incentives  that  are  based  on  the  performance of the
Company's common stock; and thereby promote the long-term financial interests of
the  Company,  including  the  growth  in  value  of  the  Company's  equity and
enhancement  of  long-term shareholder return.  Unless otherwise defined herein,
all  capitalized  terms  are  defined  in  Section  7  herein.

Section 1.2     Participation.  Subject to the terms and conditions of the Plan,
the  Committee  shall determine and designate, from time to time, from among the
Eligible  Employees,  those persons who will be granted one or more Awards under
the  Plan,  and thereby become "Participants" in the Plan.  In the discretion of
the  Committee,  a  Participant  may  be  granted  any Award permitted under the
provisions  of  the  Plan  and  more  than  one  Award  may  be  granted to each
Participant.  Awards  may be granted as alternatives to or replacement of awards
outstanding under the Plan, or any other plan or arrangement of the Company or a
Related Company (including a plan or arrangement of a business or entity, all or
a  portion  of  which  is  acquired  by  the  Company  or  a  Related  Company).

Section  1.3    Name  of  Plan.  The  name  of  this Plan shall be known as the
Technology  Research  Corporation  2000  Long  Term  Incentive  Plan.

Section  1.4    Administration.   Subject to the express provisions of the Plan,
the Committee has the authority to interpret the Plan; determine eligibility for
and  grant  Awards;  determine,  modify or waive the terms and conditions of any
Award;  prescribe  forms,  rules  and procedures (which it may modify or waive);
provide Awards to employees of subsidiary corporations or non-U.S. citizens that
are  employed  by  the Company or a Related Company; and otherwise do all things
necessary  to  implement the Plan.  Once a written agreement evidencing an Award
hereunder has been provided to a Participant, the Committee may not, without the
Participant's  consent,  alter  the terms of the Award so as to affect adversely
the  Participant's  rights  under  the  Award,  unless  the  Committee expressly
reserved  the  right  to  do so in writing at the time of such delivery.  In the
case of any Award intended to be eligible for the performance-based compensation
exception  under  Section 162(m), the Committee may modify the terms of the Plan
or  may  create  one  or  more  subplans, in each case on such terms as it deems
necessary  or  appropriate;  provided,  however,  that  no  such  action  by the
Committee  shall  increase  the  total  number  of  shares  issuable  hereunder.

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                                    SECTION 2

                                     OPTIONS

Section  2.1    Definitions.   The grant of an "Option" entitles the Participant
to  purchase  shares of Stock at an exercise price established by the Committee.
Options  granted  under  this Section 2 may be either Incentive Stock Options or
Non-Qualified  Stock  Options, as determined in the discretion of the Committee.
An  "Incentive  Stock  Option"  is  an  Option  that  is intended to satisfy the
requirements  applicable  to  an  "incentive  stock option" described in Section
422(b)  of the Code.  A "Non-Qualified Option" is an Option that is not intended
to  be an "incentive stock option", as that term is described in section 422 (b)
of  the  Code.

Section  2.2    Exercise  Price.   The  "Exercise  Price" of each Option granted
under  this  Section  2  shall  be  established  by  the  Committee  or shall be
determined  by  a  method established by the Committee at the time the Option is
granted; except that the Exercise Price for any incentive stock option shall not
be less than 100% of the Fair Market Value of a share of Stock as of the Pricing
Date.  For  purposes  of the preceding sentence, the "Pricing Date" shall be the
date on which the Option is granted, except that the Committee may provide that:
(i) the Pricing Date is the date on which the recipient is hired or promoted (or
similar event) if the grant of the Option occurs not more than 90 days after the
date  of such hiring, promotion or other event; and (ii) if an Option is granted
in  tandem  with, or in substitution for, an outstanding Award, the Pricing Date
is  the  date  of  grant  of  such  outstanding  Award.

Section  2.3    Expiration  Date.   The  "Expiration  Date"  with  respect to an
Option  means  the  date  the  Option  is deemed to expire, as determined by the
Committee  at the time of the grant; provided, however, that the Expiration Date
with  respect  to  any  Option shall not be later than the earliest to occur of:

     (a)  the  ten-year  anniversary of the date on which the Option is granted;

     (b)  if  the Participant's date of termination occurs by reason of death or
Disability,  the  one-year  anniversary  of  such  date  of  termination;

     (c)  if  the  Participant's  date  of  termination  occurs  by  reason  of
retirement,  the  three  year  anniversary  of  such  date  of  termination;

     (d)  if the Participant's date of termination occurs for reasons other than
Retirement,  death  or  Disability,  the  90-day  anniversary  of  such  date of
termination;  subject,  however, to the terms of the applicable Option Agreement
approved  by  the  Committee;

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     (e)  if the Participant dies while the Option is otherwise exercisable, the
Expiration Date may be later than the dates set forth above, provided that it is
not  later  than the first anniversary of the date of death. Notwithstanding the
foregoing  provisions  of this subsection 2.3, the Committee shall be authorized
to  extend  the Expiration Date for any nonqualified stock options granted under
the  Plan;  subject,  however,  to  the terms of the applicable Option Agreement
approved  by  the  Committee.

Section  2.4    Settlement of Award.   Distribution  following  exercise  of  an
Option  and  shares  of  Stock  distributed  pursuant  to such exercise shall be
subject  to such conditions, restrictions and contingencies as the Committee may
establish.  The  Committee,  in  its  discretion,  may  impose  such conditions,
restrictions and contingencies with respect to shares of Stock acquired pursuant
to  the  exercise  of  an  Option  as  the Committee determines to be desirable.

Section  2.5    Other  Restrictions.   Incentive   Stock   Options   and
Non-Qualified  Stock  Options may  be granted under the Plan in such numbers, at
such  prices  and on such terms and conditions as the Committee shall determine,
including  the  cancellation  of  existing options and issuance of a replacement
option,  provided  that  such  options  shall  comply with and be subject to the
following  terms  and  conditions:

     (a)  Annual  Grant  Limitation.  No  employee shall be granted an Incentive
Stock  Option  to the extent that the aggregate Fair Market Value of Shares made
subject  to such option (determined as of the date such option is granted) which
are  exercisable  for  the  first time by a key employee during any one calendar
year  exceeds  the  sum  of  $100,000 (the "Limitation Amount"). Incentive Stock
Options  granted under the Plan and all other plans of the Company or affiliated
entity  of  the  Company shall be aggregated for purposes of determining whether
the  Limitation  Amount  has  been  exceeded.  The  Committee  may  impose  such
conditions  as  it deems appropriate on an Incentive Stock Option to ensure that
the  foregoing  requirement  is  met.  If  any  Incentive Stock Options that are
granted  under  the  Plan  have  an aggregate Fair Market Value that exceeds the
Limitation  Amount,  the  excess  Options will be treated as Non-Qualified Stock
Options  to  the  extent  permitted  by  law.

     (b) Option Agreement. All options granted under the Plan shall be evidenced
by  a  written  option  agreement  stating the number of shares capable of being
purchased  upon  its  exercise  and  otherwise in such form as the Committee may
periodically  approve  and  containing  such terms and conditions, including the
period  of  exercise  and  whether  in  installments  or  otherwise, as shall be
contained  therein,  which  need  not  be  the  same  for  all  options.

     (c) Date  of  Grant.   The date on which an option grant is approved by the
Committee  shall  be  considered  the  date on which such option is granted (the
"Date  of  Grant"),  and shall be reflected in the option agreement. All options
under  this  Plan  shall  be  granted  within  10 years of the date this Plan is
adopted.

     (d) Exercise Price. Each option agreement shall state the purchase price of
each  Share  capable  of being acquired upon exercise of the option, which price
shall  be  determined  by the Committee with respect to each option granted. For
any Incentive Stock Options granted under the Plan, the exercise price shall not

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be  less  than  ONE HUNDRED PERCENT (100%) of the fair market value of each such
Share on the Date of Grant (or, in the case of any optionholder owning more than
ten percent of the voting power of all classes of stock of the Company, not less
than  ONE  HUNDRED AND TEN PERCENT (110%) of the Fair Market Value of the Shares
on  the Date of Grant). In the event that Share prices are not published for the
Date  of  Grant, such value shall be determined in accordance with such rules as
may  be  established  by  the  Committee.

     (e)  Option Exercise. All options granted under the Plan become exercisable
at  such  times  and  in  such  installments  (which  may  be cumulative) as the
Committee  shall  provide  in  the  terms  of each individual option. All Vested
Options  and  Options  that  have  become  exercisable  from time to time may be
exercised  in  whole  or  in part in accordance with the terms of the applicable
Stock  Option  Agreement;  provided,  however,  that  the  Committee  shall  be
authorized  to  require  that  any partial exercise be with respect to a minimum
number  of  Shares.

     (f)  Forfeiture  or  Exercise  of  Option.  In the event that a Participant
ceases  employment  with  the  Company,  all  options  shall be forfeited, or be
exercised,  as  follows:

          (1)  In  the  event  of a Participant's termination of employment, any
     Options that are not vested shall be forfeited in accordance with the terms
     of  each  Option  Agreement and any Vested Option shall be exercised within
     three  months  of  the date of termination (or such period of exercise that
     the  terms  of  the  applicable  Stock  Option  Agreement  may  permit).

          (2)  Upon  the  disability  of a Participant, the Participant's Vested
     Options  shall  be exercisable within twelve months (or such shorter period
     as  the  Code  or  the  period of exercise that the terms of the applicable
     Stock Option Agreement may permit) of the Participant's date of disability.

          (3)  If  the  Participant dies while in the employment of the Company,
     the  Participant's  estate,  personal  representative,  or  designated
     beneficiary shall have the right to exercise such Vested Options within one
     year  of  the  Participant's  death  (or such shorter period as the Code or
     period  of exercise that the terms of the applicable Stock Option Agreement
     may  permit).

          (4)  If  the  Participant's  date  of  termination occurs by reason of
     retirement,  the  three  year  anniversary  of  such  date  of termination.

     (g)  Mechanics of Exercise. A person entitled to exercise any portion of an
option  granted under the Plan may exercise the same at anytime, either in whole
or  in  part,  by  delivering  written  notice  of exercise to the office of the
Secretary  of  the Company or to such other location as may be designated by the
Committee,  specifying  therein  the  number of Shares with respect to which the
option  is being exercised, which notice shall be accompanied by payment in full
of  the  purchase price of the Shares being acquired. If any adjustment has been
effected  so  as to establish a right by an optionholder to acquire a fractional
share,  such  fraction  shall  be  rounded  upward  to  the  next  whole number.

<PAGE>

     (h)  Payment of Exercise Price. The Committee may determine the required or
permitted  forms  of  payment, subject to the following: (i) payment may be made
wholly  or  partly  in  cash; (ii) through the delivery of shares of Stock which
have  been  outstanding for at least six months (unless the Committee approves a
shorter  period) and which have a fair market value equal to the exercise price;
(iii) by delivery of an unconditional and irrevocable undertaking by a broker to
deliver  promptly  to  the  Company  sufficient  funds to pay the exercise price
through  a  "cashless  exercise"  arrangement  which  permits the Participant to
simultaneously  exercise  an  option  and  sell  the Shares thereby acquired and
enable the broker to use the proceeds from such sale as payment for the exercise
price  of  such  option; or (iv) by any combination of the foregoing permissible
forms  of  payment.

     (i) Investment Purpose. Unless the Committee chooses to register or qualify
the Shares under the Securities Act of 1933, as amended (the "Act"), each option
is granted on the express condition that the purchase of Shares upon an exercise
thereof  shall be made for investment purposes only and not with a view to their
resale or further distribution unless such Shares, at the time of their issuance
and  delivery,  are  registered  under the Securities Act, or, alternatively, at
some  time following such issuance their resale is determined by counsel for the
Company  to  be  exempt from the registration requirements of the Act and of any
other  applicable  law,  regulation or ruling. Any Shares so registered shall be
promptly  listed  with  each  securities exchange through which any class of the
Company's  capital  stock  or  other  securities  are  traded.

     (j)  Legal  Conditions  on  Delivery  of  Shares.  The  Company will not be
obligated  to  deliver any shares of Stock pursuant to the Plan or to remove any
restrictions  from shares of Stock previously delivered under the Plan until the
Company's counsel has approved all legal matters in connection with the issuance
and  delivery  of such shares; if the Company's shares of common stock is at the
time  of  delivery  listed  on any stock exchange or national market system, the
shares  to  be  delivered  have  been  listed or authorized to be listed on such
exchange  or  system upon official notice of issuance; and all conditions of the
Award  have  been  satisfied  or  waived.  If  the  sale  of  Stock has not been
registered  under  the  Securities  Act  of  1933,  as  amended, the Company may
require,  as  a  condition  to  exercise  of  the Award, such representations or
agreements  as  counsel  for  the  Company  may  consider  appropriate  to avoid
violation  of such Act. The Company may require that any certificates evidencing
Stock  issued  under  the  Plan  bear  an  appropriate  legend  reflecting  any
restriction  on  transfer  applicable  to  such  Stock.




<PAGE>

                                    SECTION 3

                               OTHER STOCK AWARDS

Section 3.1     Definition.  A  Stock  Award  is  a grant of a right to receive
shares  of  Stock  in  the  future.

Section 3.2     Restrictions on Stock Awards.  Each Stock Award shall be subject
to  such  conditions,  restrictions  and  contingencies  as  the Committee shall
determine.  These  may  include  continuous  service  and/or  the achievement of
certain  Performance  Measures.  The  Committee  may  designate  a  single  goal
criterion  or multiple goal standard  for performance measurement purposes, with
the measurement based on individual or Company performance as compared with that
of  competitive  companies.

                                    SECTION 4

                          OPERATION AND ADMINISTRATION

Section  4.1    Effective  Date.   In  accordance  with  the  approval  of  the
shareholders  of  the  Company  at  the  Company's  2000  annual  meeting of its
shareholders,  the  Plan  went  into effect as of March 24, 2000 (the "Effective
Date").  The  Plan  shall  be  unlimited  in  duration and, in the event of Plan
termination,  shall  remain  in  effect  as  long  as  any  Awards  under it are
outstanding;  provided,  however,  that,  to the extent required by the Code, no
Incentive  Stock  Options  may  be granted under the Plan on a date that is more
than  ten  years  form the date the Plan is adopted or, if earlier, the date the
Plan  is  approved  by  shareholders.

Section  4.2    Limits  on  Award  Under  the Plan.

     (a)  Number  of  Shares.  A  maximum  of  1,100,000  shares of Stock may be
delivered  in  satisfaction  of  Awards  under  the  Plan.  For  purposes of the
preceding sentence, shares that have been forfeited in accordance with the terms
of  the  applicable  Award  and shares held back in satisfaction of the exercise
price or tax withholding requirements from shares that would otherwise have been
delivered  pursuant  to  an Award shall not be considered to have been delivered
under  the  Plan.  Also,  the number of shares of Stock delivered under an Award
shall  be  determined  net  of  any  previously  acquired Shares tendered by the
Participant  in  payment  of  the  exercise  price  or  of  withholding  taxes.

     (b)  Type  of  Shares. Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the Company
and  held in treasury. No fractional shares of Stock will be delivered under the
Plan.

     (c)  Forfeiture of Options. Any shares of Stock granted under the Plan that
are  forfeited  because of the failure to meet an Award contingency or condition
shall  again  be available for delivery pursuant to new Awards granted under the
Plan. To the extent any shares of Stock covered by an Award are not delivered to
a  Participant  or  beneficiary because the Award is forfeited or canceled, such
shares  shall  not  be deemed to have been delivered for purposes of determining
the  maximum  number  of  shares of Stock available for delivery under the Plan.

<PAGE>

     (d)  Use  of  Shares  as Payment. If the exercise price of any stock option
granted  under the Plan is satisfied by tendering shares of Stock to the Company
(by  either  actual  delivery  or  by attestation), only the number of shares of
Stock  issued  net of the shares of Stock tendered shall be deemed delivered for
purposes  of  determining  the  maximum  number of shares of Stock available for
delivery  under  the  Plan.

     (e)  Substitution  of  Shares.  Shares of Stock delivered under the Plan in
settlement,  assumption or substitution of outstanding awards (or obligations to
grant future awards) under the plans or arrangements of another entity shall not
reduce  the  maximum  number of shares of Stock available for delivery under the
Plan,  to  the  extent  that such settlement, assumption or substitution results
from  the  Company or a Related Company acquiring another entity (or an interest
in  another  entity).

     (f)  Adjustment  of  Number  of  Shares.  In  the  event  of  a corporation
transaction  involving  the  Company  (including,  without limitation, any stock
dividend,  stock  split,  extraordinary  cash  dividend,  recapitalization,
reorganization,  merger,  consolidation,  split-up,  spin-off,  combination  or
exchange of shares), the Committee may adjust Awards to preserve the benefits or
potential benefits of the Awards. Action by the Committee may include adjustment
of:  (i)  the  number  and kind of shares which may be delivered under the Plan;
(ii)  the number and kind of shares subject to outstanding Awards; and (iii) the
exercise price of outstanding Options; as well as any other adjustments that the
Committee  determines  to  be  equitable.

     (g)  Vesting. Without limiting the generality of Section 1.4, the Committee
may  determine  the time or times at which an Award will vest (i.e., become free
of  forfeiture  restrictions)  or  become  exercisable and the terms on which an
Award  requiring  exercise  will  remain  exercisable.

     Unless  the  Committee  expressly  provided  otherwise,  a  Participant's
"employment  or  other  service  relationship  with  the Company and any Related
Company" will be deemed to have ceased when the individual is no longer employed
by  or in a service relationship with the Company or any Related Company. Except
as  the  Committee otherwise determines, with respect to a Participant who is an
employee  of  the Company or any Related Company, such Participant's "employment
or other service relationship with the Company and any Related Company" will not
be  deemed  to  have  ceased during a military, sick or other bona fide leave of
absence  if  such absence does not exceed 180 days or, if longer, so long as the
Participant retains a right by statute or by contract to return to employment or
other  service  relationship  with  the  Company  and  any  Related  Company.

Section 4.3     Limit on Distribution.  Distribution of shares of Stock or other
amounts  under  the  Plan  shall  be  subject  to  the  following:

<PAGE>

     (a)     Compliance  with  Securities  Laws.  Notwithstanding  any  other
provision of the Plan, the Company shall have no liability to deliver any shares
of  Stock  under  the  Plan or make any other distribution of benefits under the
Plan  unless such delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities Act of 1933),
and  the  applicable  requirements of any securities exchange or similar entity.

     (b)     Issuance  Without  Certificates.  To  the  extent  that  the  Plan
provides for issuance of stock certificates to reflect the issuance of shares of
Stock,  the  issuance may be effected on a non-certificated basis, to the extent
not  prohibited by applicable law or the applicable rules of any stock exchange.

Section  4.4    Tax  Withholding.   Whenever the Company proposes or is required
to  distribute  Stock  under  the Plan, the Company may require the recipient to
remit  to  the  Company  an  amount sufficient to satisfy any Federal, state and
local  tax withholding requirements prior to the delivery of any certificate for
such  shares  or,  in  the discretion of the Committee, the Company may withhold
from the shares to be delivered shares sufficient to satisfy all or a portion of
such  tax  withholding  requirements.

Section  4.5    Payment Shares.  Subject to the overall limitation on the number
of  shares  of Stock that may be delivered under the Plan, the Committee may use
available  shares  of  Stock  as the form of payment for compensation, grants or
rights  earned  or due under any other compensation plans or arrangements of the
Company  or  a  Related  Company,  including  the  plans and arrangements of the
Company or a Related Company acquiring another entity (or an interest in another
entity).

Section  4.6    Transferability.  Except as otherwise provided by the Committee,
Awards  under  the  Plan  are  not  transferable  except  as  designated  by the
Participant by will or by the laws of descent and distribution.  Notwithstanding
anything in this Section to the contrary, the Participant may transfer an option
granted  under  this  Plan  to or for the benefit of his or her immediate family
(including,  without limitation, to a trust for the benefit of the Participant's
immediate  family  or  to  a  partnership or limited family partnership or other
entity  established  for the benefit of one or more members of the Participant's
family), subject to such limits as the Committee may establish.  Each transferee
shall  remain  subject  to all the terms and conditions applicable to the option
prior  to  such  transfer.

Section  4.7    Form  and Time of Elections.  Unless otherwise specified herein,
each  election  required  or  permitted  to  be made by any Participant or other
person  entitled  to  exercise  an  option  under  the  Plan,  and any permitted
modification,  or  revocation  thereof,  shall  be  in  writing  filed  with the
Committee  at  such  times,  in  such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee shall
require.

Section  4.8    Agreement With Company. At the time of an Award to a Participant
under  the  Plan,  the  Committee  may  require  a  Participant to enter into an
agreement  with  the  Company  (the  "Agreement")  in  a  form  specified by the

<PAGE>

Committee,  agreeing  to  the  terms  and  conditions  of  the  Plan and to such
additional  terms  and  conditions,  not  inconsistent  with  the  Plan,  as the
Committee  may,  in  its  sole  discretion,  prescribe.

Section  4.9    Limitation  of  Implied  Rights.

     (a)     No  Collateral  or Secured Interest.  Neither a Participant nor any
other  person shall, by reason of the Plan, acquire any right in or title to any
assets,  funds  or  property  of  the Company or any Related Company whatsoever,
including,  without  limitation,  any  specific funds, assets, or other property
which  the  Company  or  any  Related Company, in their sole discretion, may set
aside  in  anticipation  of a liability under the Plan. A Participant shall have
only  a  contractual right to the stock payable under the Plan, unsecured by any
assets  of  the  Company  or  any Related Company. Nothing contained in the Plan
shall  constitute  a  guarantee  that  the  assets  of  such  companies shall be
sufficient  to  pay  any  benefits  to  any  person.

     (b)     No  Guarantee  of  Employment.  The  Plan  does  not  constitute  a
contract  of  employment,  and the receipt of any option grant will not give any
employee  the  right  to be retained in the employ of the Company or any Related
Company, nor any right or claim to any benefit under the Plan, unless such right
or  claim  has  specifically  accrued  under  the  terms  of the Plan. Except as
otherwise  provided  in  the Plan, no Award under the Plan shall confer upon the
holder  thereof  any  right as a shareholder of the Company prior to the date on
which  the  individual  fulfills  all  conditions  for  receipt  of such rights.

Section  4.10   Evidence.   Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party  or  parties.

Section  4.11   Action  by Company or Related Company.    Any action required or
permitted  to  be  taken  by  the  Company  or  any  Related Company shall be by
resolution of its board of directors, or by action of one or more members of the
board  (including  a  committee of the board) who are duly authorized to act for
the  board,  or (except to the extent prohibited by applicable law or applicable
rules  of  any  stock  exchange)  by  a  duly authorized officer of the company.

                                    SECTION 5

                                    COMMITTEE

Section  5.1    Administration.   The  authority  to  control  and  manage  the
operation  and  administration  of  the Plan shall be vested in a committee (the
"Committee")  in  accordance  with  this  Section  5.

Section  5.2    Selection  of Committee.  The Committee shall be selected by the
Board,  and  shall  consist  of  two  or  more  members  of  the  Board.

Section  5.3    Powers  of  Committee.   The authority to manage and control the
operation  and  administration  of  the  Plan  shall be vested in the Committee,
subject  to  the  following:

<PAGE>

     (a)     Grant  of  Awards.  Subject  to  the  provisions  of  the Plan, the
Committee  will  have  the  authority  and  discretion  to select from among the
Eligible Employees or eligible directors those persons who shall receive Awards,
to  determine the time or times of receipt, to determine the types of Awards and
the  number of shares covered by the Awards, to establish the terms, conditions,
performance  criteria,  restrictions,  and  other provisions of such Awards, and
(subject  to the restrictions imposed by Section 6) to cancel or suspend Awards.
In  making  such  Award  determinations, the Committee may take into account the
nature  of  services  rendered  by  the individual, the individual's present and
potential  contribution  to  the Company's success and such other factors as the
Committee  deems  relevant.

     (b)     Section  162(m) Limits.  Subject to the provisions of the Plan, the
Committee  will  have  the  authority  and discretion to determine the extent to
which  Awards  under  the Plan will be structured to conform to the requirements
applicable  to  performance-based compensation as described in Section 162(m) of
the  Code,  and  to take such action, establish such procedures, and impose such
restrictions  at the time such Awards are granted as the Committee determines to
be  necessary  or  appropriate  to  conform  to  such  requirements.

     (c)     Interpretation  of Plan.  The Committee will have the authority and
discretion to interpret the Plan, to establish, amend, and rescind any rules and
regulations  relating  to the Plan, to determine the terms and provisions of any
agreements  made pursuant to the Plan, and to make all other determinations that
may  be  necessary  or  advisable  for  the  administration  of  the  Plan.

     (d)     Final  Authority.  Any  interpretation of the Plan by the Committee
and  any  decision  made  by  it  under  the  Plan  is  final  and  binding.

     (e)     Time of Grant.  Except as otherwise expressly provided in the Plan,
where  the  Committee  is authorized to make a determination with respect to any
Award,  such  determination  shall be made at the time the Award is made, except
that  the Committee may reserve the authority to have such determination made by
the  Committee  in  the future (but only if such reservation is made at the time
the  Award  is  granted  and is expressly stated in the Agreement reflecting the
Award).

     (f)     Action by Committee.  In controlling and managing the operation and
administration  of  the  Plan, the Committee shall act by a majority of its then
members,  by  meeting or by writing filed without a meeting. The Committee shall
maintain  and  keep  adequate  records  concerning  the  Plan and concerning its
proceedings  and  acts  in  such  form  and  detail as the Committee may decide.

Section  5.4     Delegation  by  Committee.  Except  to the extent prohibited by
applicable  law  or  the applicable rules of a stock exchange, the Committee may
allocate  all  or  any  portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers  to  any  person  or  persons  selected  by  it.  Any  such allocation or
delegation  may  be  revoked  by  the  Committee  at  any  time.

<PAGE>

Section  5.5    Information  to  be  Furnished  to  Committee.   The Company and
Related  Companies shall furnish the Committee with such data and information as
may  be  required for it to discharge its duties. The records of the Company and
Related  Companies  as to an employee's or Participant's employment, termination
of  employment,  leave  of  absence,  reemployment  and  compensation  shall  be
conclusive  on  all  persons unless determined to be incorrect. Participants and
other  persons  entitled  to  benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out  the  terms  of  the  Plan.

                                    SECTION 6

                            AMENDMENT AND TERMINATION

     The  Board  may,  at  any time, amend or terminate the Plan, provided that,
subject  to  subsection  4.2  (relating  to  certain  adjustments to shares), no
amendment or termination may, in the absence of written consent to the change by
the  affected  Participant  (or,  if  the  Participant  is  not then living, the
affected  beneficiary),  adversely  affect  the  rights  of  any  Participant or
beneficiary  under  any  Award  granted  under  the  Plan prior to the date such
amendment  is  adopted  by  the  Board.

                                    SECTION 7

                                  DEFINED TERMS

     For  purposes  of  the  Plan,  the  terms  listed below shall be defined as
     follows:

     (a)     Award.  The term "Award" shall mean any award or benefit granted to
any  Participant  under  the  Plan,  including, without limitation, the grant of
Options.

     (b)     Board.  The  term  "Board" shall mean the Board of Directors of the
Company.

     (c)     Code.  The  term "Code" means the Internal Revenue Code of 1986, as
amended. A reference to any provision of the Code shall include reference to any
successor  provision  of  the  Code.

     (d)     Committee.  The  term "Committee" shall mean those persons selected
by  the  board  to  administer  the  provisions  of  the  Plan.

     (e)     Disability.  The  term  "Disability"  shall mean the inability of a
Participant  to  engage  in  any  substantial, gainful activity by reason of any
medically  determinable  physical  or mental impairment which can be expected to
result  in death or which has lasted or can be expected to last for a continuous
period  of  not  less  than  twelve  months.

     (f)     Eligible  Employee  or  Eligible  Director.  The  term  "Eligible
Employee"  or  "Eligible  Director"  shall  mean any employee or director of the
Company  or  a  Related Company that performs key services for such Company or a
Related  Company.  For  any  incentive  stock  options  granted  under the Plan,
Eligible Employee must be deemed to be a key executive or management employee of
the  Company  or  a  Related  Company.

<PAGE>

     (g)     Fair  Market  Value.  For  purposes of determining the "Fair Market
Value"  of  a  share  of  Stock,  the  following  rules  shall  apply:

          (1)  If  the Stock is at the time listed or admitted to trading on any
     stock  exchange, then the "Fair Market Value" shall be the mean between the
     lowest  and  highest  reported  sale  prices  of  the  Stock on the date in
     question  on  the  principal  exchange on which the Stock is then listed or
     admitted  to  trading. If no reported sale of Stock takes place on the date
     in  question  on  the  principal  exchange, then the reported closing asked
     price  of  the  Stock  on  such  date  on  the  principal exchange shall be
     determinative  of  "Fair  Market  Value."

          (2) If the Stock is not at the time listed or admitted to trading on a
     stock  exchange,  the  "Fair  Market  Value"  shall be the mean between the
     lowest  reported bid price and highest reported asked price of the Stock on
     the  date  in  question  in the over-the-counter market, as such prices are
     reported  in a publication of general circulation selected by the Committee
     and  regularly  reporting  the  market  price  of  Stock  in  such  market.

          (3)  If  the  Stock  is not listed or admitted to trading on any stock
     exchange  or traded in the over-the-counter market, the "Fair Market Value"
     shall  be  as  determined  in  good  faith  by  the  Committee.

     (h)     Participant.  The  term "Participant" means those persons that have
been  granted  an  Option  by  the  Committee  under  the  terms  of  the  Plan.

     (i)     Performance  Measures.  The term "Performance Measures" means those
criteria  established  by  the  committee  to  measure  individual  or  Company
performance, including relevant standards imposed to compare Company performance
against  the  results  of comparable companies and any individually designed and
measurement  standards  selected  by  the  Company.

     (j)     Related  Companies.  For  purposes  of  this  Agreement,  the  term
"Related Company" means (i) any corporation, partnership, joint venture or other
entity  during  any  period  in  which it owns, directly or indirectly, at least
fifty  percent  of  the  voting power of all classes of stock of the Company (or
successor  to  the  Company)  entitled  to  vote;  and  (ii)  any  corporation,
partnership, joint venture or other entity during any period in which at least a
fifty  percent  voting  or profits interest is owned, directly or indirectly, by
the  Company, by any entity that is a successor to the Company, or by any entity
that  is  a  Related  Company  by  reason  of  clause  (i)  next  above.

     (k)     Retirement.  The  term  "Retirement"  means  the  age  or  years of
service  requirements established by the Committee to be used in determining the
exercisability  of  any  Option  and  vesting  of  such  Option.

<PAGE>

     (l)     Stock  or Shares. The term "Stock" or "Shares" shall mean shares of
common  stock  of  the  Company.

     (m)     Vested  Option.  The  term  "Vested Option" means an option that is
not  subject to forfeiture and may be exercised by the Participant in accordance
with  its  terms.  For  purposes  of  the  Plan, a Vested Option may vest over a
period  of time in incremental amounts as determined on the basis of performance
measures  or  completion  of  a  period  of  service.

<PAGE>