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                                                                     EXHIBIT 4.2


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                           [HOLGRAPHIX(TM) INC. LOGO]

                             2000 STOCK OPTION PLAN

                                 January 3, 2000

        1.     PURPOSE.

        The purpose of this plan (the "Plan") is to secure for Holographix Inc.
(the "Company") and its shareholders the benefits arising from capital stock
ownership by employees, officers and directors of, and consultants to, the
Company and its parent and subsidiary corporations who are expected to
contribute to the Company's future growth and success (the "Optionee"). Except
where the context otherwise requires, the term "Company" shall include the
parent and all present and future subsidiaries of the Company as defined in
Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or
replaced from time to time (the "Code"). Those provisions of the Plan which make
express reference to Section 422 shall apply only to Incentive Stock Options (as
that term is defined in the Plan).


        2.     TYPE OF OPTIONS AND ADMINISTRATION.

        (a) Types of Options. Options granted pursuant to the Plan shall be
authorized by the Board of Directors of the Company and may be either incentive
stock options ("Incentive Stock Options") meeting the requirements of Section
422 of the Code or Non-Statutory Options ("Non-Statutory Options"), which are
not intended to meet the requirements of Section 422 of the Code.


        (b) Administration.

               (i) The Plan will be administered by the Board of Directors of
the Company (the "Board"), whose construction and interpretation of the terms
and provisions of the Plan shall be final and conclusive. The Board may, in its
sole discretion, grant options to purchase shares of the Company's Common Stock
("Common Stock") and issue shares upon exercise of such options as provided in
the Plan. The Board shall have authority, subject to the express provisions of
the Plan, to construe the respective option agreements and the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the respective option agreements, which
need not be identical, and to make all other determinations which are, in the
judgment of the Board, necessary or desirable for the administration of the
Plan. The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. No director or person acting pursuant
to authority delegated by the Board shall be liable for any action or
determination under the Plan made in good faith.

               (ii) The Board may, to the fullest extent permitted by or
consistent with applicable laws or regulations and Section 3(b) of this Plan,
delegate any or all of its powers under the Plan to a committee (the
"Committee") appointed by the Board, and if the Committee is so appointed all
references to the Board in the Plan shall mean and relate to such Committee.

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        (c) Applicability of Rule 16b-3. Those provisions of the Plan which make
express reference to Rule 16b-3 promulgated under the Securities Exchange Act of
1934 (the "Exchange Act"), or any successor rule ("Rule 16b-3"), or which are
required in order for certain option transactions to qualify for exemption under
Rule 16b-3, shall apply only to such persons as are required to file reports
under Section 16(a) of the Exchange Act (a "Reporting Person").


        3.     ELIGIBILITY.

        (a) General. Options may be granted to persons who are, at the time of
grant, employees, officers or directors of, or consultants or advisors to, the
Company (an "Optionee"); provided, that Incentive Stock Options may only be
granted to individuals who are employees of the Company (within the meaning of
Section 3401(c) of the Code). A person who has been granted an option may, if he
or she is otherwise eligible, be granted additional options if the Board of
Directors shall so determine.

        (b) Grant of Options to Directors and Officers. From and after the
registration of the Common Stock of the Company under the Exchange Act, the
selection of a director or an officer (as the terms "director" and "officer" are
defined for purposes of Rule 16b-3) as a recipient of an option, the timing of
the option grant, the exercise price of the option and the number of shares
subject to the option shall be determined in advance of any grant thereof either
(i) by the Board of Directors, or (ii) by a committee of the Board of Directors
consisting solely of two or more directors having full authority to act in the
matter, each of whom shall be a "Nonemployee Director". For purposes of the
Plan, a director shall be deemed to be a "Nonemployee Director" only if such
person qualifies as a "Nonemployee Director" within the meaning of Rule 16b-3,
as such term is interpreted from time to time.


        4.     STOCK SUBJECT TO PLAN.

        Subject to adjustment as provided in Section 16 below, the maximum
number of shares of Common Stock which may be issued and sold under the Plan is
633,333 shares. If an option granted under the Plan shall expire or terminate
for any reason without having been exercised in full, the unpurchased shares
subject to such option shall again be available for subsequent option grants
under the Plan.


        5.     FORMS OF OPTION AGREEMENTS.

        As a condition to the grant of an option under the Plan, each Optionee
shall execute an option agreement in such form not inconsistent with the Plan as
may be approved by the Board of Directors. Such option agreements may differ
among recipients. The option agreement is in all respects subject to the terms,
conditions and definitions of the Plan, as amended from time to time. Where
there may be conflicts between this Plan and the Agreement, however, the Plan
shall take precedence.


        6.     PURCHASE PRICE.

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        Subject to Section 3(b), the purchase price per share of stock
deliverable upon the exercise of an option shall be determined in good faith by
the Board, provided, however that in the case of an Incentive Stock Option, the
exercise price shall not be less than 100% of the fair market value of such
stock, as determined by the Board, at the time of grant of such option, or less
than 110% of such fair market value in the case of options described in Section
12(b).

        7.     PAYMENT OF PURCHASE PRICE.

        Method of Payment. Payment for shares purchased upon exercise of this
option shall be made: (i) by delivery to the Company of cash or a check to the
order of the Company in an amount equal to the purchase price of such shares;
(ii) subject to the consent of the Company, by delivery to the Company of shares
of Common Stock of the Company then owned by the Optionee having a fair market
value equal in amount to the purchase price of such shares; (iii) by any other
means which the Board determines are consistent with the purpose of the Plan and
with applicable laws and regulations (including, without limitation, the
provisions of Rule 16b-3 under the Exchange Act and Regulation T promulgated by
the Federal Reserve Board); or (iv) by any combination of such methods of
payment.

        The fair market value of any shares of the Company's Common Stock or
other non-cash consideration which may be delivered upon exercise of an option
shall be determined in good faith by the Board of Directors.

        (b) Delivery of Shares Tendered in Payment of Purchase Price. If the
Optionee exercises options by delivery of shares of Common Stock of the Company,
the certificate or certificates representing the shares of Common Stock of the
Company to be delivered shall be duly executed in blank by the Optionee or shall
be accompanied by a stock power duly executed in blank suitable for purposes of
transferring such shares to the Company. Fractional shares of Common Stock of
the Company will not be accepted in payment of the purchase price of shares
acquired upon exercise of this option.

        (c) Restrictions on Use of Option Stock. Notwithstanding the foregoing,
no shares of Common Stock of the Company may be tendered in payment of the
purchase price of shares purchased upon exercise of an Incentive Stock Option if
the shares to be so tendered were acquired within twelve (12) months before the
date of such tender, through the exercise of an option granted under this Plan
or any other stock option or restricted stock plan of the Company.

        8.     EXERCISE PROCEDURE.

        An optionee may exercise an option only in the manner specified in the
Option Agreement.

        9.     DELIVERY OF SHARES; COMPLIANCE WITH SECURITIES LAWS, ETC.

        (a) General. The Company shall, upon payment of the exercise price for
the number of shares purchased and paid for, make prompt delivery of such shares
to the Optionee, provided that if any law or regulation requires the Company to
take any action with respect to such shares

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before the issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to complete such action.

        (b) Listing, Qualification, Etc. If, at any time, counsel to the Company
shall determine that the listing, registration or qualification of the shares
issued subject hereto on any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory body, or that
the disclosure of non-public information or the satisfaction of any other
condition is necessary as a condition of, or in connection with, the issuance or
purchase of shares hereunder, the options subject to this Plan may not be
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, disclosure or satisfaction of such other
condition shall have been effected or obtained on terms acceptable to the Board.
Nothing herein shall be deemed to require the Company to apply for, effect or
obtain such listing, registration, qualification, or disclosure, or to satisfy
such other condition.

        10.    NONTRANSFERABILITY OF OPTIONS.

        These options are personal and shall not be assignable or transferable
by the person to whom they are granted, either voluntarily or by operation of
law, except by will or the laws of descent and distribution, and, during the
life of the Optionee, shall be exercisable only by the Optionee; provided,
however, that Non-Statutory Options may be transferred pursuant to a qualified
domestic relations order (as defined in the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder). Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of any options under
this Plan or of such rights contrary to the provisions hereof, or upon the levy
of any attachment or similar process upon this option or such rights, this
option and such rights shall, at the election of the Company, become null and
void.

        11.    OPTION PERIOD.

        Subject to earlier termination as provided in this Plan, each option and
all rights granted pursuant to this Plan shall expire on such date as determined
by the Board and as shall be set forth in the applicable option agreement,
except that, in the case of an Incentive Stock Option, such date shall not be
later than ten (10) years after the date on which the option is granted.

        12.     INCENTIVE STOCK OPTIONS.

        Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

        (a) Express Designation. All Incentive Stock Options granted under the
Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.

        (b) 10% Shareholder. If any employee to whom an Incentive Stock Option
is to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rules of Section 424(d) of the Code), then

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the following special provisions shall be applicable to the Incentive Stock
Option granted to such individual:

               (i) The purchase price per share of the Common Stock subject to
such Incentive Stock Option shall not be less than 110% of the fair market value
of one share of Common Stock at the time of grant; and

               (ii) the option exercise period shall not exceed five years from
the date of grant.

        (c) Dollar Limitation. For so long as the Code shall so provide, options
granted to any employee under the Plan (and any other incentive stock option
plans of the Company) which are intended to constitute Incentive Stock Options
shall not constitute Incentive Stock Options to the extent that such options, in
the aggregate, become exercisable for the first time in any one calendar year
for shares of Common Stock with an aggregate fair market value (determined as of
the respective date or dates of grant) of more than $100,000.

        (d) Termination of Employment, Death or Disability. No Incentive Stock
Option may be exercised unless, at the time of such exercise, the Optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Company, except that:

                   (i) an Incentive Stock Option may be exercised, except as
               provided in (iv) below, within the period of three months after
               the date the optionee ceases to be an employee, of the Company
               (or within such lesser period as may be specified in the
               applicable option agreement), provided, that the agreement with
               respect to such option may designate a longer exercise period and
               that the exercise after such three-month period shall be treated
               as the exercise of a Non-Statutory Stock Option under the Plan;

                  (ii) if the Optionee dies while in the employ of the Company,
               or within three months after the Optionee ceases to be such an
               employee, the Incentive Stock Option may be exercised by the
               person to whom it is transferred by will or the laws of descent
               and distribution within the period of one year after the date of
               death (or within such lesser period as may be specified in the
               applicable option agreement);

                 (iii) if the Optionee becomes disabled (within the meaning of
               Section 22(e)(3) of the Code or any successor provisions thereto)
               while in the employ of the Company, the Incentive Stock Option
               may be exercised within the period of one year after the date the
               Optionee ceases to be such an employee because of such disability
               (or within such lesser period as may be specified in the
               applicable option agreement); and

                  (iv) if the Optionee, prior to the expiration date of his
               Incentive Stock Option, is terminated by the Company for "proper
               cause" (as defined below), the right to exercise such Incentive
               Stock Option shall terminate immediately upon such termination.
               "Proper Cause" shall mean the Optionee's refusal or failure in

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               any material respect to perform the duties associated with his or
               her employment with the Company to the reasonable satisfaction of
               the Company, or the commission by the Optionee of larceny,
               embezzlement, conversion or any other act involving the
               misappropriation of Company funds or property including, but not
               limited to, intellectual property or improper disclosure thereof,
               or the Optionee otherwise acting dishonestly with the Company or
               any of its customers, suppliers or lenders, including but not
               limited to intellectual property or improper disclosure thereof.
               The Optionee shall be considered to have been discharged "for
               proper cause" if the Company determines, within 30 days
               thereafter, that discharge for proper cause was warranted.

        For all purposes of the Plan, in the case of an Incentive Stock Option,
"employment" shall be defined in accordance with the provisions of Section
1.4717(h) of the Income Tax Regulations (or any successor regulations).

        Notwithstanding the foregoing provisions, no option may be exercised
after its expiration date.

        13. TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY FOR NON-STATUTORY
STOCK OPTIONEES.

        Except as otherwise determined by the Board of Directors, an Optionee
may exercise a Non-Statutory Option as follows:

               (i) Exercise Period Upon Termination of Employment. If the
Optionees' employment or other relationship with the Company is terminated for
any reason, then, except as provided in paragraphs (ii) and (iii) below, the
right to exercise the Optionee's option shall terminate three months after such
termination (but in no event after the expiration date of the option), provided
that such option shall be exercisable only to the extent that the Optionee was
entitled to exercise such option on the date of such termination. The Company's
obligation to deliver shares upon the exercise of such option shall be subject
to the satisfaction of all applicable federal, state and local income and
employment tax withholding requirements;

               (ii) Exercise Period Upon Death or Disability. If the Optionee
dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code)
prior to the expiration date of the option while he or she is an employee of or
otherwise engaged by the Company, or if the Optionee dies within thirty days (30
days) after the Optionee ceases to be an employee, consultant or director of the
Company (other than as the result of a discharge for "proper cause" as specified
in paragraph (iii) below), an option shall be exercisable, within the period of
one year following the date of death or disability of the Optionee (but in no
event after the expiration date of the option), by the Optionee or by the person
to whom this option is transferred by will or the laws of descent and
distribution, provided that this option shall be exercisable only to the extent
that this option was exercisable by the Optionee on the date of his or her death
or disability. Except as otherwise indicated by the context, the term
"Optionee", as used in this option, shall be deemed to include the estate of the
Optionee or any person who acquires the right

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to exercise this option by bequest or inheritance or otherwise by reason of the
death of the Optionee;

               (iii) Discharge for Proper Cause. If the Optionee, prior to the
expiration date of his option, is terminated by the Company for "proper cause"
(as defined below), the right to exercise such option shall terminate
immediately upon such termination. "Proper Cause" shall mean the Optionee's
refusal or failure in any material respect to perform the duties associated with
his or her position in or with the Company to the reasonable satisfaction of the
Company, or the commission by the Optionee of larceny, embezzlement, conversion
or any other act involving the misappropriation of Company funds or property
including but not limited to intellectual property or improper disclosure
thereof, or the Optionee otherwise acting dishonestly with the Company or any of
its customers, suppliers or lenders, including but not limited to intellectual
property or improper disclosure thereof. The Optionee shall be considered to
have been discharged "for proper cause" if the Company determines, within 30
days thereafter, that discharge for proper cause was warranted.

        "Employment" with respect to Non-Statutory Stock Optionees refers to any
employment with the Company, a consulting role which, in the judgment of
management, is determined to be ongoing, or holding office as a member of the
Board of Directors.

        Notwithstanding the foregoing provisions, no option may be exercised
after its expiration date.

        14.    ADDITIONAL PROVISIONS.

        (a) Additional Option Provisions. The Board of Directors may, in its
sole discretion, include additional provisions in option agreements covering
options granted under the Plan, including, without limitation: restrictions on
transfer, repurchase rights, commitments to pay cash bonuses, to make, arrange
for or guarantee loans or to transfer other property to optionees upon exercise
of options, or such other provisions as shall be determined by the Board of
Directors; provided that such additional provisions shall not be inconsistent
with any other term or condition of the Plan and such additional provisions
shall not cause any Incentive Stock Option granted under the Plan to fail to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code.

        (b) Acceleration, Extension, Etc. The Board of Directors may, in its
sole discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular, option or options granted under the
Plan may be exercised.

        15.    GENERAL RESTRICTIONS.

        (a) Investment Representations. The Company may require any person to
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
his or her own account for investment and not with any

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present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock.

        (b) Compliance With Securities Laws. Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors. Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration or qualification, or to
satisfy such condition.


        16.    ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS AND RELATED
               TRANSACTIONS.

        (a) General. If, through or as a result of any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment may be made in (x) the maximum number
and kind of shares reserved for issuance under the Plan, (y) the number and kind
of shares or other securities subject to any then outstanding options under the
Plan, and (z) the price for each share subject to any then outstanding options
under the Plan, without changing the aggregate purchase price as to which such
options remain exercisable as appropriate. Notwithstanding the foregoing, no
adjustment shall be made pursuant to this Section 16 if such adjustment would
cause the Plan to fail to comply with Section 422 of the Code.

        (b) Board Authority to Make Adjustments. Any adjustments under this
Section 16 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.

        (c) Limits on Adjustments. No adjustment shall be made under this
Section 16 which would, within the meaning of any applicable provision of the
Code, constitute a modification, extension or renewal of this option or a grant
of additional benefits to the Optionee.


        17.    MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.

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        (a) Acceleration. In the event the Company is a party to a merger or
similar reorganization as to which the Company is not the surviving entity, or
in the event of a sale of all or substantially all (75% or more) of the assets
of the Company, the Board of Directors may, in its sole discretion, (i)
accelerate the date or dates on which all or any particular option or options
granted under the Plan may be exercised or (ii) extend the dates during which
all, or any particular, option or options granted under the Plan may be
exercised.

        (b) Substitute Options. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.

        18.    RIGHTS AS A SHAREHOLDER.

        The Optionee shall have no rights as a shareholder with respect to any
shares covered by any option granted pursuant to this Plan (including, without
limitation, any rights to receive dividends or non-cash distributions with
respect to such shares) unless and until a certificate representing such shares
is duly issued and delivered to the Optionee. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

        19.    NO SPECIAL EMPLOYMENT RIGHTS.

        Nothing contained in the Plan, or in any option issued hereunder, shall
confer upon any Optionee any right with respect to the continuation of his or
her employment by the Company or interfere in any way with the right of the
Company at any time to terminate such employment or to increase or decrease the
compensation of the Optionee.

        20.    OTHER EMPLOYEE BENEFITS.

        Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option received under this Plan or
the sale of shares received upon such exercise will not constitute compensation
with respect to which any other employee benefits of such employee are
determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board of Directors.

        21.    AMENDMENT OF THE PLAN.

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        (a) The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect, except that if at any time the approval
of the shareholders of the Company is required under Section 422 of the Code or
any successor provision with respect to Incentive Stock Options, or under Rule
16b-3, the Board of Directors may not effect such modification or amendment
without such approval.

        (b) The termination or any modification or amendment of the Plan shall
not, without the consent of an Optionee, adversely affect his or her rights
under an option previously granted to him or her. With the consent of the
Optionee affected, the Board of Directors may amend outstanding option
agreements in a manner not inconsistent with the Plan. The Board of Directors
shall have the right to amend or modify (i) the terms and provisions of the Plan
and of any outstanding Incentive Stock Options granted under the Plan to the
extent necessary to qualify any or all such options for such favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded Incentive Stock Options under Section 422 of the Code and (ii) the
terms and provisions of the Plan and of any outstanding option to the extent
necessary to ensure the qualification of the Plan under Rule 16b-3.

        22.    WITHHOLDING.

        (a) The Company shall have the right to deduct from payments of any kind
otherwise due to the Optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan. Subject to the prior approval of the Board, which may
be withheld by the Board in its sole discretion, the Optionee may elect to
satisfy such obligations, in whole or in part, (i) by causing the Company to
withhold shares of Common Stock otherwise issuable pursuant to the exercise of
an option or (ii) by delivering to the Company shares of Common Stock already
owned by the Optionee. The shares so delivered or withheld shall have a fair
market value equal to such withholding obligation. The fair market value of the
shares used to satisfy such withholding obligation shall be determined by the
Board as of the date that the amount of tax to be withheld is to be determined.
An Optionee who has made an election pursuant to this Section 22(a) may only
satisfy his or her withholding obligation with shares of Common Stock which are
not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.

        The Company's obligation to deliver shares upon the exercise of any
option shall be subject to the Optionee's satisfaction of all applicable
federal, state and local income and employment tax withholding requirements.

        (b) Notwithstanding the foregoing, in the case of a Reporting Person, no
election to use shares for the payment of withholding taxes shall be effective
unless made in compliance with any applicable requirements of Rule 16b-3 (unless
it is intended that the transaction not qualify for exemption under Rule 16b-3).

        23.    CANCELLATION AND NEW GRANT OF OPTIONS, ETC.

        The Board of Directors shall have the authority to effect, at any time
and from time to time, with the consent of the affected Optionees, (i) the
cancellation of any or all outstanding

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options under the Plan and the grant in substitution therefor of new options
under the Plan covering the same or different numbers of shares of Common Stock
and having an option exercise price per share which may be lower or higher than
the exercise price per share of the canceled options or (ii) the amendment of
the terms of any and all outstanding options under the Plan to provide an option
exercise price per share which is higher or lower than the then-current exercise
price per share of such outstanding options subject to the other provisions of
this Plan.

        24.    EFFECTIVE DATE AND DURATION OF THE PLAN.

        (a) Effective Date. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Options granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive Stock Options shall be granted thereafter. Amendments to the
Plan not requiring shareholder approval shall become effective when adopted by
the Board of Directors; amendments requiring shareholder approval (as provided
in Section 21) shall become effective when adopted by the Board of Directors,
but no option granted after the date of such amendment shall become exercisable
(to the extent that such amendment to the Plan was required to enable the
Company to grant such option to a particular person) unless and until such
amendment shall have been approved by the Company's shareholders. If such
shareholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Incentive Stock Options granted on or after the
date of such amendment shall terminate to the extent that such amendment was
required to enable the Company to grant such Incentive Stock Options to a
particular Optionee. Subject to this limitation, options may be granted under
the Plan at any time after the effective date and before the date fixed for
termination of the Plan.

        (b) Termination. The Plan shall terminate upon the close of business on
the day next preceding the tenth anniversary of the date of its adoption by the
Board of Directors. Options outstanding on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such options.

        25.    NONEXCLUSIVITY OF PLAN.

        Neither the adoption of the Plan by the Board nor the submission of the
Plan to the shareholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options other than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.

        26.    PROVISION FOR FOREIGN PARTICIPANTS.

        The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the United States to

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recognize differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or
other matters.


                                        Adopted by the Board of Directors on
                                        January 3, 2000