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                                 PERFICIENT INC.
                             STOCK OPTION AGREEMENT

RECITALS

         A. The Board has adopted the Plan for the purpose of retaining the
services of selected Employees, non-employee members of the Board or of the
board of directors of any Parent or Subsidiary and consultants and other
independent advisors who provide services to the Corporation (or any Parent
or Subsidiary).

         B. Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

         C. All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

                  NOW, THEREFORE, it is hereby agreed as follows:

                  1. GRANT OF OPTION. The Corporation hereby grants to
Optionee, as of the Grant Date, an option to purchase up to the number of
Option Shares specified in the Grant Notice. The option shares shall be
purchasable from time to time during the option term specified in Paragraph 2
at the Exercise Price.

                  2. OPTION TERM. This option shall have a maximum term of
ten (10) years measured from the Grant Date and shall accordingly expire at
the close of business on the Expiration Date, unless sooner terminated in
accordance with Paragraph 5 or 6.

                  3. LIMITED TRANSFERABILITY. This option shall be neither
transferable nor assignable by Optionee other than by will or by the laws of
descent and distribution following Optionee's death and may be exercised,
during Optionee's lifetime, only by Optionee. However, if this option is
designated a Non-Statutory Option in the Grant Notice, then this option may
be assigned in whole or in part during Optionee's lifetime either as (i) a
gift to one or more family members of Optionee's Immediate Family, to a trust
in which Optionee and/or one or more such family members hold more than fifty
percent (50%) of the beneficial interest or an entity in which more than
fifty percent (50%) of the voting interests are owned by Optionee and/or one
or more such family members, or (ii) pursuant to a domestic relations order.
The assigned portion shall be exercisable only by the person or persons who
acquire a proprietary interest in the option pursuant to such assignment. The
terms applicable to the assigned portion shall be the same as those in effect
for this option immediately prior to such assignment and shall be set forth
in such documents issued to the assignee as the Plan Administrator may deem
appropriate.

                  4. DATES OF EXERCISE. This option shall become exercisable
for the Option Shares in one or more installments as specified in the Grant
Notice. As the option becomes exercisable for such installments, those
installments shall accumulate, and the option shall remain exercisable for
the accumulated installments until the Expiration Date or sooner termination
of the option term under Paragraph 5 or 6.

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                  5. CESSATION OF SERVICE. The option term specified in
Paragraph 2 shall terminate (and this option shall cease to be outstanding)
prior to the Expiration Date should any of the following provisions become
applicable:

                                     (i) Should Optionee cease to remain in
          Service for any reason (other than death, Permanent Disability or
          Misconduct) while this option is outstanding, then this option shall
          remain exercisable until the EARLIER of (i) the expiration of the
          three (3)-month period measured from the date of such cessation of
          Service or (ii) the Expiration Date.

                                     (ii) Should Optionee die while holding this
          option, then Optionee's Beneficiary shall have the right to exercise
          this option until the EARLIER of (A) the expiration of the twelve
          (12)-month period measured from the date of Optionee's death or (B)
          the Expiration Date.

                                     (iii) Should Optionee cease Service by
          reason of Permanent Disability while this option is outstanding, then
          this option shall remain exercisable until the earlier of (i) the
          expiration of the twelve (12)-month period measured from the date of
          such cessation of Service or (ii) the Expiration Date.

                                     (iv) During the applicable post-Service
          exercise period, this option may not be exercised in the aggregate for
          more than the number of vested Option Shares for which the option is
          exercisable on the date of Optionee's cessation of Service. Upon the
          expiration of the applicable exercise period or (if earlier) upon the
          Expiration Date, this option shall terminate and cease to be
          outstanding for any vested Option Shares for which the option has not
          been exercised. However, this option shall, immediately upon
          Optionee's cessation of Service for any reason, terminate and cease to
          be outstanding to the extent this option is not otherwise at that time
          exercisable for vested shares.

                                     (v) Should Optionee's Service be terminated
          for Misconduct or should Optionee engage in Misconduct while this
          option is outstanding, then this option shall terminate immediately
          and cease to be outstanding.

                  6.       SPECIAL ACCELERATION OF OPTION.

                           (a) In the event of a Change in Control, this
option, to the extent outstanding at that time but not otherwise fully
exercisable, shall automatically accelerate so that this option shall,
immediately prior to the effective date of the Change in Control, become
exercisable for all of the Option Shares at the time subject to this option
and may be exercised for any or all of those Option Shares as fully-vested
shares of Common Stock. No such acceleration of this option, however, shall
occur if and to the extent: (i) this option is, in connection with the Change
in Control, assumed or otherwise continued in full force and effect by the
successor corporation (or parent thereof) pursuant to the terms of the Change
in Control or (ii) this option is replaced with a cash incentive program of
the successor corporation which preserves the spread existing at the time of
the Change in Control on the Option Shares for which this option is not
otherwise at that time exercisable (the excess of the Fair Market Value of
those

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Option Shares over the aggregate Exercise Price payable for such shares) and
provides for subsequent pay-out in accordance with the same option exercise
schedule set forth in the Grant Notice.

                           (b) Immediately following the consummation of the
Change in Control, this option shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof)
or otherwise expressly continued in full force and effect pursuant to the
terms of the Change in Control.

                           (c) If this option is assumed in connection with a
Change in Control, then this option shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to Optionee in consummation of such
Change in Control had the option been exercised immediately prior to such
Change in Control, and appropriate adjustments shall also be made to the
Exercise Price, provided the aggregate Exercise Price shall remain the same.

                           (d) This Agreement shall not in any way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

                  7. ADJUSTMENT IN OPTION SHARES. Should any change be made
to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration, appropriate adjustments shall be made to (i) the
total number and/or class of securities subject to this option and (ii) the
Exercise Price in order to reflect such change and thereby preclude a
dilution or enlargement of benefits hereunder.

                  8. STOCKHOLDER RIGHTS. The holder of this option shall not
have any stockholder rights with respect to the Option Shares until such
person shall have exercised the option, paid the Exercise Price and become a
holder of record of the purchased shares.

                  9.       MANNER OF EXERCISING OPTION.

                           (a) In order to exercise this option with respect
to all or any part of the Option Shares for which this option is at the time
exercisable, Optionee (or any other person or persons exercising the option)
must take the following actions:

                                     (i) Execute and deliver to the Corporation
          a Notice of Exercise for the Option Shares for which the option is
          exercised.

                                     (ii) Pay the aggregate Exercise Price for
          the purchased shares in cash or check made payable to the Corporation.

                           Should the Common Stock be registered under Section
                  12 of the 1934 Act at the time the option is exercised, then
                  the Exercise Price may also be paid as follows:

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                                     (A) in shares of Common Stock held by
          Optionee (or any other person or persons exercising the option) for
          the requisite period necessary to avoid a charge to the Corporation's
          earnings for financial reporting purposes and valued at Fair Market
          Value on the Exercise Date; or

                                     (B) to the extent the option is exercised
          for vested Option Shares, through a special sale and remittance
          procedure pursuant to which Optionee (or any other person or persons
          exercising the option) shall concurrently provide irrevocable
          instructions to a Corporation-designated brokerage firm to effect the
          immediate sale of the purchased shares and remit to the Corporation,
          out of the sale proceeds available on the settlement date, sufficient
          funds to cover the aggregate Exercise Price payable for the purchased
          shares plus all applicable Federal, state and local income and
          employment taxes required to be withheld by the Corporation by reason
          of such exercise and to the Corporation to deliver the certificates
          for the purchased shares directly to such brokerage firm in order to
          complete the sale.

                           Except to the extent the sale and remittance
                  procedure is utilized in connection with the option exercise,
                  payment of the Exercise Price must accompany the Purchase
                  Agreement delivered to the Corporation in connection with the
                  option exercise.

                                     (iii) Furnish to the Corporation
          appropriate documentation that the person or persons exercising the
          option (if other than Optionee) have the right to exercise this
          option.

                                     (iv) Execute and deliver to the Corporation
          such written representations as may be requested by the Corporation in
          order for it to comply with the applicable requirements of Federal and
          state securities laws.

                                     (v) Make appropriate arrangements with the
          Corporation (or Parent or Subsidiary employing or retaining Optionee)
          for the satisfaction of all Federal, state and local income and
          employment tax withholding requirements applicable to the option
          exercise.

                           (b) As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto. To the extent any such Option
Shares are unvested, the certificates for those Option Shares shall be endorsed
with an appropriate legend evidencing the Corporation's repurchase rights and
may be held in escrow with the Corporation until such shares vest.

                           (c) In no event may this option be exercised for any
fractional shares.

                  10.      COMPLIANCE WITH LAWS AND REGULATIONS.

                           (a) The exercise of this option and the issuance
of the Option Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable

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requirements of law relating thereto and with all applicable regulations of
any stock exchange (or the Nasdaq National Market, if applicable) on which
the Common Stock may be listed for trading at the time of such exercise and
issuance.

                           (b) The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the Corporation
to be necessary to the lawful issuance and sale of any Common Stock pursuant
to this option shall relieve the Corporation of any liability with respect to
the non-issuance or sale of the Common Stock as to which such approval shall
not have been obtained. The Corporation, however, shall use its best efforts
to obtain all such approvals.

                  11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise
provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure
to the benefit of, and be binding upon, the Corporation and its successors
and assigns and Optionee and Optionee's assigns and Beneficiaries.

                  12. NOTICES. Any notice required to be given or delivered
to the Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices. Any notice
required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated below Optionee's signature
line on the Grant Notice. All notices shall be deemed effective upon personal
delivery or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.

                  13. FINANCING. The Plan Administrator may, in its absolute
discretion and without any obligation to do so, permit Optionee to pay the
Exercise Price for the purchased Option Shares by delivering a full-recourse
promissory note payable to the Corporation. The terms of any such promissory
note (including the interest rate, the requirements for collateral and the
terms of repayment) shall be established by the Plan Administrator in its
sole discretion.

                  14. CONSTRUCTION. This Agreement and the option evidenced
hereby are made and granted pursuant to the Plan and are in all respects
limited by and subject to the terms of the Plan. All decisions of the Plan
Administrator with respect to any question or issue arising under the Plan or
this Agreement shall be conclusive and binding on all persons having an
interest in this option.

                  15. GOVERNING LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Texas without resort to that State's conflict-of-laws rules.

                  16. EXCESS SHARES. If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of Common Stock
which may without stockholder approval be issued under the Plan, then this
option shall be void with respect to those excess shares, unless stockholder
approval of an amendment sufficiently increasing the number of shares of
Common Stock issuable under the Plan is obtained in accordance with the
provisions of the Plan.

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                  17. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. In
the event this option is designated an Incentive Option in the Grant Notice,
the following terms and conditions shall also apply to the grant:

                                     (i) This option shall cease to qualify for
          favorable tax treatment as an Incentive Option if (and to the extent)
          this option is exercised for one or more Option Shares: (A) more than
          three (3) months after the date Optionee ceases to be an Employee for
          any reason other than death or Permanent Disability or (B) more than
          twelve (12) months after the date Optionee ceases to be an Employee by
          reason of Permanent Disability.

                                     (ii) No installment under this option shall
          qualify for favorable tax treatment as an Incentive Option if (and to
          the extent) the aggregate Fair Market Value (determined at the Grant
          Date) of the Common Stock for which such installment first becomes
          exercisable hereunder would, when added to the aggregate value
          (determined as of the respective date or dates of grant) of the Common
          Stock or other securities for which this option or any other Incentive
          Options granted to Optionee prior to the Grant Date (whether under the
          Plan or any other option plan of the Corporation or any Parent or
          Subsidiary) first become exercisable during the same calendar year,
          exceed One Hundred Thousand Dollars ($100,000) in the aggregate.
          Should such One Hundred Thousand Dollar ($100,000) limitation be
          exceeded in any calendar year, this option shall nevertheless become
          exercisable for the excess shares in such calendar year as a
          Non-Statutory Option.

                                     (iii) Should the exercisability of this
          option be accelerated upon a Change in Control, then this option shall
          qualify for favorable tax treatment as an Incentive Option only to the
          extent the aggregate Fair Market Value (determined at the Grant Date)
          of the Common Stock for which this option first becomes exercisable in
          the calendar year in which the Change in Control occurs does not, when
          added to the aggregate value (determined as of the respective date or
          dates of grant) of the Common Stock or other securities for which this
          option or one or more other Incentive Options granted to Optionee
          prior to the Grant Date (whether under the Plan or any other option
          plan of the Corporation or any Parent or Subsidiary) first become
          exercisable during the same calendar year, exceed One Hundred Thousand
          Dollars ($100,000) in the aggregate. Should the applicable One Hundred
          Thousand Dollar ($100,000) limitation be exceeded in the calendar year
          of such Change in Control, the option may nevertheless be exercised
          for the excess shares in such calendar year as a Non-Statutory Option.

                                     (iv) Should Optionee hold, in addition to
          this option, one or more other options to purchase Common Stock which
          become exercisable for the first time in the same calendar year as
          this option, then the foregoing limitations on the exercisability of
          such options as Incentive Options shall be applied on the basis of the
          order in which such options are granted.

                  18. LEAVE OF ABSENCE. The following provisions shall apply
upon the Optionee's commencement of an authorized leave of absence:

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<PAGE>

                                     (i) The exercise schedule in effect under
          the Grant Notice shall be frozen as of the first day of the authorized
          leave, and this option shall not become exercisable for any additional
          installments of the Option Shares during the period Optionee remains
          on such leave.

                                     (ii) Should Optionee resume active Employee
          status within sixty (60) days after the start date of the authorized
          leave, Optionee shall, for purposes of the exercise schedule set forth
          in the Grant Notice, receive Service credit for the entire period of
          such leave. If Optionee does not resume active Employee status within
          such sixty (60)-day period, then no Service credit shall be given for
          the period of such leave.

                                     (iii) If this option is designated as an
          Incentive Option in the Grant Notice, then the following additional
          provision shall apply:

                                             (A) If the leave of absence
                   continues for more than ninety (90) days, then this option
                   shall automatically convert to a Non-Statutory Option at the
                   end of the three (3)-month period measured from the
                   ninety-first (91st) day of such leave, unless Optionee's
                   reemployment rights are guaranteed by statute or by written
                   agreement. Following any such conversion of this option, all
                   subsequent exercises of this option, whether effected before
                   or after Optionee's return to active Employee status, shall
                   result in an immediate taxable event, and the Corporation
                   shall be required to collect from Optionee the income and
                   employment withholding taxes applicable to such exercise.

                                     (iv) In no event shall this option become
          exercisable for any additional Option Shares or otherwise remain
          outstanding if Optionee does not resume Employee status prior to the
          Expiration Date of the option term.

                  19. MARKET LOCK-UP. In connection with any underwritten
public offering by the Corporation of its equity securities pursuant to an
effective registration statement filed under the Securities Act of 1933,
including the Corporation's initial public offering, Optionee may not sell,
make any short sale of, loan, hypothecate, pledge, grant any option for the
purchase of, or otherwise dispose or transfer for value or otherwise agree to
engage in any of the foregoing transactions with respect to, any Option
Shares without the prior written consent of the Corporation or its
underwriters. Such restriction (the "Market Stand-Off") shall be in effect
for such period of time from and after the effective date of the final
prospectus for the offering as may be requested by the Corporation or such
underwriters. Optionee shall be required to execute such agreements as the
Corporation or the underwriters request in connection with the Market
Stand-Off.

                  20. FIRST REFUSAL RIGHTS. Until such time as the Common
Stock is first registered under Section 12 of the 1934 Act, the Corporation
shall have the right of first refusal with respect to any proposed
disposition by Optionee (or any successor in interest) of any Option Shares.
Such right of first refusal shall be exercisable in accordance with the terms
established by the Plan Administrator and set forth in the document
evidencing such right.

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<PAGE>

                                    EXHIBIT I

                               NOTICE OF EXERCISE

                  I hereby notify Perficient Inc. (the "Corporation") that I
elect to purchase _________ shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $  per share (the
"Exercise Price") pursuant to that certain option (the "Option") granted to
me under the Corporation's 1999 Stock Incentive Plan on .

                  Concurrently with the delivery of this Exercise Notice to
the Corporation, I shall hereby pay to the Corporation the Exercise Price for
the Purchased Shares in accordance with the provisions of my agreement with
the Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a
condition for exercise. Alternatively, I may utilize the special
broker-dealer sale and remittance procedure specified in my agreement to
effect payment of the Exercise Price.


-------------------------------
Date
                                       --------------------------------------
                                       Optionee

                                       Address:
                                               ------------------------------

                                       --------------------------------------

Print name in exact manner it is to
appear on the stock certificate:
                                       --------------------------------------

Address to which certificate is to be
sent, if different from address above:
                                       --------------------------------------

Social Security Number:


Employee Number
                                       --------------------------------------

<PAGE>

                                    APPENDIX

                  The following definitions shall be in effect under the
Agreement:

                  A.  AGREEMENT shall mean this Stock Option Agreement.

                  B. BENEFICIARY shall mean, in the event the Plan
Administrator implements a beneficiary designation procedure, the person
designated by Optionee, pursuant to such procedure, to succeed to Optionee's
rights under the option evidenced by this Agreement to the extent the option
is held by Optionee at the time of death. In the absence of such designation
or procedure, the Beneficiary shall be the personal representative of the
estate of Optionee or the person or persons to whom the option is transferred
by will or the laws of descent and distribution.

                  C. BOARD shall mean the Corporation's Board of Directors.

                  D. CHANGE IN CONTROL shall mean a change in ownership or
control of the Corporation effected through any of the following transactions:

                           (a) a merger, consolidation or reorganization
approved by the Corporation's stockholders, unless securities representing
more than fifty percent (50%) of the total combined voting power of the
voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation's
outstanding voting securities immediately prior to such transaction.

                           (b) any stockholder-approved transfer or other
disposition of all or substantially all of the Corporation's assets, or

                           (c) the acquisition, directly or indirectly by any
person or related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by, or is under common
control with, the Corporation), of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders which the Board recommends such
stockholders to accept.

                  E. CODE shall mean the Internal Revenue Code of 1986, as
amended.

                  F. COMMON STOCK shall mean the Corporation's common stock.

                  G. CORPORATION shall mean Perficient Inc., a Delaware
corporation.

                  H. EMPLOYEE shall mean an individual who is in the employ
of the Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.

                                      A-1
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                  I. EXERCISE DATE shall mean the date on which the option
shall have been exercised in accordance with Paragraph 9 of the Agreement.

                  J. EXERCISE PRICE shall mean the exercise price per share
as specified in the Grant Notice.

                  K. EXPIRATION DATE shall mean the date on which the option
expires as specified in the Grant Notice.

                  L. FAIR MARKET VALUE per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

                                     (i) If the Common Stock is at the time
          traded on the Nasdaq National Market, then the Fair Market Value shall
          be the closing selling price per share of Common Stock on the date in
          question, as the price is reported by the National Association of
          Securities Dealers on the Nasdaq National Market or any successor
          system. If there is no closing selling price for the Common Stock on
          the date in question, then the Fair Market Value shall be the closing
          selling price on the last preceding date for which such quotation
          exists.

                                     (ii) If the Common Stock is at the time
          listed on any Stock Exchange, then the Fair Market Value shall be the
          closing selling price per share of Common Stock on the date in
          question on the Stock Exchange determined by the Plan Administrator to
          be the primary market for the Common Stock, as such price is
          officially quoted in the composite tape of transactions on such
          exchange. If there is no closing selling price for the Common Stock on
          the date in question, then the Fair Market Value shall be the closing
          selling price on the last preceding date for which such quotation
          exists.

                  M. GRANT DATE shall mean the date of grant of the option as
specified in the Grant Notice.

                  N. GRANT NOTICE shall mean the Notice of Grant of Stock
Option accompanying the Agreement, pursuant to which Optionee has been
informed of the basic terms of the option evidenced hereby.

                  O. IMMEDIATE FAMILY of Optionee shall mean Optionee's
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships.

                  P. INCENTIVE OPTION shall mean an option which satisfies
the requirements of Code Section 422.

                  Q. MISCONDUCT shall mean the commission of any act of
fraud, embezzlement or dishonesty by Optionee, any unauthorized use or
disclosure by Optionee of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by
Optionee, whether by omission or commission, which adversely affects the

                                      A-2
<PAGE>

business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not limit the grounds for the
dismissal or discharge of Optionee or any other individual in the Service of
the Corporation (or any Parent or Subsidiary).

                  R. NON-STATUTORY OPTION shall mean an option not intended
to satisfy the requirements of Code Section 422.

                  S. NOTICE OF EXERCISE shall mean the notice of exercise in
the form attached hereto as Exhibit I.

                  T. OPTION SHARES shall mean the number of shares of Common
Stock subject to the option as specified in the Grant Notice.

                  U. OPTIONEE shall mean the person to whom the option is
granted as specified in the Grant Notice.

                  V. PARENT shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the
Corporation) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

                  W. PERMANENT DISABILITY shall mean the inability of
Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which is expected to
result in death or has lasted or can be expected to last for a continuous
period of twelve (12) months or more.

                  X.  PLAN shall mean the Corporation's 1999 Stock Incentive
Plan.

                  Y. PLAN ADMINISTRATOR shall mean either the Board or a
committee of the Board acting in its administrative capacity under the Plan.

                  Z. SERVICE shall mean Optionee's performance of services
for the Corporation (or any Parent or Subsidiary) in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor.

                  AA. STOCK EXCHANGE shall mean the American Stock Exchange
or the New York Stock Exchange.

                  BB. SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

                                      A-3