CENTENNIAL TECHNOLOGIES, INC.

                            2000 STOCK INCENTIVE PLAN


1.       PURPOSE

         The  purpose  of  this  2000  Stock  Incentive  Plan  (the  "Plan")  of
Centennial  Technologies,  Inc., a Delaware  corporation (the "Company"),  is to
advance the interests of the Company's  stockholders  by enhancing the Company's
ability to attract,  retain and  motivate  persons who make (or are  expected to
make)  important  contributions  to the Company by  providing  such persons with
equity  ownership  opportunities  and  performance-based  incentives and thereby
better  aligning  the  interests  of such  persons  with those of the  Company's
stockholders.  Except where the context otherwise  requires,  the term "Company"
shall include any of the Company's present or future subsidiary  corporations as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended,  and
any regulations promulgated thereunder (the "Code").

2.       ELIGIBILITY

         All of the Company's employees,  officers,  directors,  consultants and
advisors (and any  individuals  who have accepted an offer for  employment)  are
eligible to be granted options,  restricted stock awards,  or other  stock-based
awards (each,  an "Award")  under the Plan.  Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

3.       ADMINISTRATION, DELEGATION

(a)  ADMINISTRATION BY BOARD OF DIRECTORS.  The Plan will be administered by the
Board of Directors of the Company (the "Board").  The Board shall have authority
to grant  Awards  and to adopt,  amend and  repeal  such  administrative  rules,
guidelines and practices  relating to the Plan as it shall deem  advisable.  The
Board may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or any Award 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.  All  decisions  by the  Board  shall  be made in the  Board's  sole
discretion  and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award.  No director or person acting  pursuant to
the  authority  delegated  by the  Board  shall  be  liable  for any  action  or
determination relating to or under the Plan made in good faith.

(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable law,
the Board or any  Committee  (as defined in Section 3(c)) may delegate to one or
more executive officers of the Company the power to make Awards to new employees
of the Company,  excluding  directors and  officers,  and to exercise such other
powers under the Plan as the Board may determine,  provided that the Board shall
fix the maximum  number of shares  subject to Awards and the  maximum  number of
shares for any one Participant to be made by such executive officers.


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(c)  APPOINTMENT OF COMMITTEES.  To the extent  permitted by applicable law, the
Board shall appoint a committee or  subcommittee of the Board (a "Committee") of
not less than two members,  each member of which shall be an "outside  director"
within the meaning of Section 162(m) of the Code and a  "non-employee  director"
as defined in Rule 16b-3 promulgated  under the Securities  Exchange Act of 1934
(the "Exchange  Act").  All references in the Plan to the "Board" shall mean the
Board or a  Committee  of the  Board or the  executive  officer  referred  to in
Section 3(b) to the extent that the Board's  powers or authority  under the Plan
have been delegated to such Committee or executive officer.

4.       STOCK AVAILABLE FOR AWARDS

(a) NUMBER OF SHARES.  Subject to adjustment under Section 8, Awards may be made
under the Plan for up to 1,000,000  shares of common  stock,  $.01 par value per
share,  of the  Company  (the  "Common  Stock").  If  any  Award  expires  or is
terminated,  surrendered or canceled  without having been fully  exercised or is
forfeited in whole or in part or results in any Common  Stock not being  issued,
the unused  Common Stock  covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as  hereinafter  defined),  to any limitation  required under the Code.
Shares issued under the Plan may consist in whole or in part of  authorized  but
unissued shares or treasury shares.

(b)  PER-PARTICIPANT  LIMIT.  Subject to adjustment under Section 8, the maximum
number of shares of Common  Stock with respect to which Awards may be granted to
any  Participant  under  the Plan  shall  be  500,000  per  calendar  year.  The
per-Participant  limit  described in this  Section  4(b) shall be construed  and
applied consistently with Section 162(m) of the Code ("Section 162(m)").

5.       STOCK OPTIONS

(a) GENERAL.  The Board may grant  options to purchase  Common  Stock (each,  an
"Option")  and  determine  the number of shares of Common Stock to be covered by
each  Option,  the  exercise  price  of  each  Option  and  the  conditions  and
limitations  applicable  to the  exercise of each Option,  including  conditions
relating  to  applicable  federal  or state  securities  laws,  as it  considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as  hereinafter  defined)  shall be  designated  a  "Nonstatutory  Stock
Option".

(b)  INCENTIVE  STOCK  OPTIONS.  An  Option  that  the  Board  intends  to be an
"incentive  stock  option" as defined in Section 422 of the Code (an  "Incentive
Stock  Option")  shall only be granted to  employees of the Company and shall be
subject to and shall be construed  consistently with the requirements of Section
422 of the Code.  The Company shall have no liability to a  Participant,  or any
other  party,  if an Option (or any part  thereof)  which is  intended  to be an
Incentive Stock Option is not an Incentive Stock Option.


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(c) EXERCISE  PRICE.  The Board shall  establish the exercise  price at the time
each  Option is granted  and  specify  it in the  applicable  option  agreement;
provided,  however,  that the exercise  price shall be not less than 100% of the
fair market value of the Common Stock,  as determined by the Board,  at the time
the Option is granted.

(d)  DURATION OF OPTIONS.  Each Option  shall be  exercisable  at such times and
subject to such terms and  conditions as the Board may specify in the applicable
option agreement;  provided,  however, that no Option will be granted for a term
in excess of 10 years.

(e) EXERCISE OF OPTION. Options may be exercised by delivery to the Company of a
written  notice of exercise  signed by the proper person or by any other form of
notice (including electronic notice) approved by the Board together with payment
in full as  specified  in  Section  5(f) for the  number of shares for which the
Option is exercised.

(f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an Option
granted under the Plan shall be paid for as follows:

         (1) in cash or by check, payable to the order of the Company;

         (2) except as the Board may, in its sole discretion,  otherwise provide
in an option  agreement,  by (i) delivery of an  irrevocable  and  unconditional
undertaking  by a  creditworthy  broker  to  deliver  promptly  to  the  Company
sufficient  funds to pay the exercise price or (ii) delivery by the  Participant
to the Company of a copy of  irrevocable  and  unconditional  instructions  to a
creditworthy  broker  to  deliver  promptly  to  the  Company  cash  or a  check
sufficient to pay the exercise price;

         (3) by  delivery  of shares of Common  Stock  owned by the  Participant
valued at their fair market value as determined by (or in a manner  approved by)
the Board in good faith  ("Fair  Market  Value"),  provided  (i) such  method of
payment is then  permitted  under  applicable law and (ii) such Common Stock was
owned by the Participant at least six months prior to such delivery;

         (4) to the extent  permitted by the Board,  in its sole  discretion and
consistent  with  applicable  law, by (i) delivery of a  promissory  note of the
Participant to the Company on terms  determined by the Board, or (ii) payment of
such other lawful consideration as the Board may determine; or

         (5) by any combination of the above permitted forms of payment.

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6.       RESTRICTED STOCK

(a) GRANTS. The Board may grant Awards entitling recipients to acquire shares of
Common Stock,  subject to the right of the Company to repurchase  all or part of
such shares at their issue price or other stated or formula price (or to require
forfeiture  of such shares if issued at no cost) from the recipient in the event
that conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable  restriction period or periods established by
the Board for such Award (each, a "Restricted Stock Award").

(b) TERMS AND CONDITIONS.  The Board shall determine the terms and conditions of
any such  Restricted  Stock Award,  including the  conditions for repurchase (or
forfeiture)  and the  issue  price,  if any.  Any stock  certificates  issued in
respect of a  Restricted  Stock  Award  shall be  registered  in the name of the
Participant  and,  unless  otherwise  determined by the Board,  deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its  designee).  At the expiration of the applicable  restriction  periods,  the
Company (or such designee)  shall deliver the  certificates no longer subject to
such  restrictions  to the  Participant or if the  Participant  has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive  amounts due or exercise  rights of the  Participant in the event of the
Participant's  death  (the  "Designated  Beneficiary").  In  the  absence  of an
effective  designation by a Participant,  Designated  Beneficiary shall mean the
Participant's estate.

7.       OTHER STOCK-BASED AWARDS

         The Board  shall have the right to grant  other  Awards  based upon the
Common  Stock  having  such  terms and  conditions  as the Board may  determine,
including  the grant of  shares  based  upon  certain  conditions,  the grant of
securities  convertible  into Common  Stock and the grant of stock  appreciation
rights.

8.       ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

(a) CHANGES IN  CAPITALIZATION.  In the event of any stock split,  reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification
of shares,  spin-off or other similar change in  capitalization or event, or any
distribution  to holders of Common Stock other than a normal cash dividend,  (i)
the  number  and  class  of  securities  available  under  this  Plan,  (ii) the
per-Participant  limit set forth in Section 4(b),  (iii) the number and class of
securities and exercise price per share subject to each outstanding Option, (iv)
the  repurchase  price per share subject to each  outstanding  Restricted  Stock
Award, and (v) the terms of each other  outstanding Award shall be appropriately
adjusted by the Company (or  substituted  Awards may be made, if  applicable) to
the extent the Board shall determine, in good faith, that such an adjustment (or
substitution)  is necessary  and  appropriate.  If this Section 8(a) applies and
Section 8(c) also applies to any event, Section 8(c) shall be applicable to such
event, and this Section 8(a) shall not be applicable.

(b)  LIQUIDATION  OR  DISSOLUTION.  In the event of a  proposed  liquidation  or
dissolution  of  the  Company,  the  Board  shall  upon  written  notice  to the
Participants   provide  that  all  then  unexercised  Options  will  (i)  become
exercisable  in full as of a specified  time at least 10 business  days prior to
the  effective  date of such  liquidation  or  dissolution  and  (ii)  terminate

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effective upon such  liquidation or dissolution,  except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted  Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

(c)               ACQUISITION EVENTS

(1)  DEFINITION.   An  "Acquisition   Event"  shall  mean:  (a)  any  merger  or
consolidation  of the Company with or into  another  entity as a result of which
the Common Stock is converted  into or exchanged  for the right to receive cash,
securities  or other  property or (b) any  exchange of shares of the Company for
cash,  securities  or other  property  pursuant  to a statutory  share  exchange
transaction.

(2) CONSEQUENCES OF AN ACQUISITION  EVENT ON OPTIONS.  Upon the occurrence of an
Acquisition Event, or the execution by the Company of any agreement with respect
to an Acquisition  Event,  the Board shall provide that all outstanding  Options
shall be assumed,  or equivalent options shall be substituted,  by the acquiring
or succeeding  corporation (or an affiliate  thereof).  For purposes hereof,  an
Option  shall be  considered  to be assumed if,  following  consummation  of the
Acquisition  Event, the Option confers the right to purchase,  for each share of
Common Stock subject to the Option  immediately prior to the consummation of the
Acquisition  Event,  the  consideration   (whether  cash,  securities  or  other
property)  received  as a result of the  Acquisition  Event by holders of Common
Stock for each share of Common Stock held immediately  prior to the consummation
of the Acquisition Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock);  provided,  however, that if the consideration received
as a result of the Acquisition Event is not solely common stock of the acquiring
or succeeding  corporation (or an affiliate thereof),  the Company may, with the
consent  of  the   acquiring  or   succeeding   corporation,   provide  for  the
consideration  to be received upon the exercise of Options to consist  solely of
common  stock  of the  acquiring  or  succeeding  corporation  (or an  affiliate
thereof) equivalent in fair market value to the per share consideration received
by holders of outstanding  shares of Common Stock as a result of the Acquisition
Event.

(3)  Notwithstanding the foregoing,  if the acquiring or succeeding  corporation
(or an affiliate  thereof)  does not agree to assume,  or  substitute  for, such
Options, then the Board shall, upon written notice to the Participants,  provide
that  all then  unexercised  Options  will  become  exercisable  in full as of a
specified time prior to the  Acquisition  Event and will  terminate  immediately
prior to the  consummation  of such  Acquisition  Event,  except  to the  extent
exercised by the Participants before the consummation of such Acquisition Event;
provided,  however, that in the event of an Acquisition Event under the terms of
which  holders of Common  Stock will receive  upon  consummation  thereof a cash
payment for each share of Common Stock surrendered  pursuant to such Acquisition
Event (the  "Acquisition  Price"),  then the Board may instead  provide that all
outstanding  Options shall terminate upon consummation of such Acquisition Event
and that each Participant shall receive,  in exchange  therefor,  a cash payment
equal to the amount (if any) by which (A) the  Acquisition  Price  multiplied by
the  number of  shares  of Common  Stock  subject  to such  outstanding  Options
(whether or not then  exercisable),  exceeds (B) the aggregate exercise price of
such Options.

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(4) CONSEQUENCES OF AN ACQUISITION  EVENT ON RESTRICTED  STOCK AWARDS.  Upon the
occurrence  of an  Acquisition  Event,  the  repurchase  and other rights of the
Company under each outstanding Restricted Stock Award shall inure to the benefit
of the  Company's  successor  and shall apply to the cash,  securities  or other
property  which the Common Stock was converted into or exchanged for pursuant to
such Acquisition Event in the same manner and to the same extent as they applied
to the Common Stock subject to such Restricted Stock Award.

(5)  CONSEQUENCES  OF AN  ACQUISITION  EVENT ON OTHER  AWARDS.  The Board  shall
specify the effect of an Acquisition  Event on any other Award granted under the
Plan at the time of the grant of such Award.

9.       GENERAL PROVISIONS APPLICABLE TO AWARDS

(a)  TRANSFERABILITY OF AWARDS.  EXCEPT AS THE BOARD MAY OTHERWISE  DETERMINE OR
PROVIDE IN AN AWARD, AWARDS SHALL NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
OTHERWISE ENCUMBERED 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  PARTICIPANT,  SHALL BE  EXERCISABLE  ONLY BY THE
PARTICIPANT. REFERENCES TO A PARTICIPANT, TO THE EXTENT RELEVANT IN THE CONTEXT,
SHALL  INCLUDE  REFERENCES  TO  AUTHORIZED   TRANSFEREES.   NOTWITHSTANDING  THE
FOREGOING, THE BOARD, IN ITS SOLE DISCRETION, MAY PROVIDE IN THE AWARD AGREEMENT
REGARDING A GIVEN STOCK OPTION THAT THE  OPTIONEE MAY TRANSFER HIS  NONSTATUTORY
STOCK OPTIONS TO MEMBERS OF HIS IMMEDIATE  FAMILY,  TO TRUSTS FOR THE BENEFIT OF
SUCH FAMILY  MEMBERS,  OR TO  PARTNERSHIPS  IN WHICH SUCH FAMILY MEMBERS ARE THE
ONLY PARTNERS,  PROVIDED THAT THE TRANSFEREE  AGREES IN WRITING WITH THE COMPANY
TO BE BOUND BY ALL OF THE TERMS AND  CONDITIONS OF THIS PLAN AND THE  APPLICABLE
OPTION.

(b) DOCUMENTATION. EACH AWARD SHALL BE EVIDENCED BY A WRITTEN INSTRUMENT IN SUCH
FORM AS THE BOARD SHALL DETERMINE; SUCH WRITTEN INSTRUMENT MAY BE IN THE FORM OF
AN AGREEMENT  SIGNED BY THE COMPANY AND THE PARTICIPANT OR A WRITTEN  CONFIRMING
MEMORANDUM TO THE PARTICIPANT FROM THE COMPANY. EACH AWARD MAY CONTAIN TERMS AND
CONDITIONS IN ADDITION TO THOSE SET FORTH IN THE PLAN.

(c) BOARD DISCRETION.  EXCEPT AS OTHERWISE  PROVIDED BY THE PLAN, EACH AWARD MAY
BE MADE ALONE OR IN ADDITION OR IN  RELATION  TO ANY OTHER  AWARD.  THE TERMS OF
EACH AWARD  NEED NOT BE  IDENTICAL,  AND THE BOARD  NEED NOT TREAT  PARTICIPANTS
UNIFORMLY.

(d)  TERMINATION OF STATUS.  THE BOARD SHALL DETERMINE THE EFFECT ON AN AWARD OF
THE DISABILITY,  DEATH, RETIREMENT,  AUTHORIZED LEAVE OF ABSENCE OR OTHER CHANGE
IN THE EMPLOYMENT OR OTHER STATUS OF A PARTICIPANT AND THE EXTENT TO WHICH,  AND
THE  PERIOD   DURING   WHICH,   THE   PARTICIPANT,   THE   PARTICIPANT'S   LEGAL
REPRESENTATIVE,  CONSERVATOR,  GUARDIAN OR DESIGNATED  BENEFICIARY  MAY EXERCISE
RIGHTS UNDER THE AWARD.

(e) WITHHOLDING.  EACH PARTICIPANT  SHALL PAY TO THE COMPANY,  OR MAKE PROVISION
SATISFACTORY  TO THE BOARD FOR  PAYMENT  OF,  ANY  TAXES  REQUIRED  BY LAW TO BE
WITHHELD IN CONNECTION WITH AWARDS TO SUCH PARTICIPANT NO LATER THAN THE DATE OF
THE EVENT CREATING THE TAX LIABILITY.  EXCEPT AS THE BOARD MAY OTHERWISE PROVIDE
IN AN  AWARD,  WHEN THE  COMMON  STOCK IS  REGISTERED  UNDER THE  EXCHANGE  ACT,

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PARTICIPANTS  MAY, TO THE EXTENT THEN PERMITTED UNDER  APPLICABLE  LAW,  SATISFY
SUCH TAX  OBLIGATIONS IN WHOLE OR IN PART BY DELIVERY OF SHARES OF COMMON STOCK,
INCLUDING SHARES RETAINED FROM THE AWARD CREATING THE TAX OBLIGATION,  VALUED AT
THEIR FAIR MARKET VALUE. THE COMPANY MAY, TO THE EXTENT PERMITTED BY LAW, DEDUCT
ANY SUCH  TAX  OBLIGATIONS  FROM ANY  PAYMENT  OF ANY  KIND  OTHERWISE  DUE TO A
PARTICIPANT.

(f) AMENDMENT OF AWARD. THE BOARD MAY AMEND, MODIFY OR TERMINATE ANY OUTSTANDING
AWARD,  INCLUDING BUT NOT LIMITED TO, SUBSTITUTING THEREFOR ANOTHER AWARD OF THE
SAME OR A DIFFERENT  TYPE,  CHANGING  THE DATE OF EXERCISE OR  REALIZATION,  AND
CONVERTING AN INCENTIVE  STOCK OPTION TO A NONSTATUTORY  STOCK OPTION,  PROVIDED
THAT THE PARTICIPANT'S CONSENT TO SUCH ACTION SHALL BE REQUIRED UNLESS THE BOARD
DETERMINES THAT THE ACTION,  TAKING INTO ACCOUNT ANY RELATED  ACTION,  WOULD NOT
MATERIALLY AND ADVERSELY AFFECT THE PARTICIPANT.

(g)  CONDITIONS  ON DELIVERY  OF STOCK.  THE COMPANY  WILL NOT BE  OBLIGATED  TO
DELIVER  ANY  SHARES  OF  COMMON  STOCK  PURSUANT  TO  THE  PLAN  OR  TO  REMOVE
RESTRICTIONS  FROM  SHARES  PREVIOUSLY  DELIVERED  UNDER THE PLAN  UNTIL (I) ALL
CONDITIONS  OF THE AWARD  HAVE BEEN MET OR REMOVED  TO THE  SATISFACTION  OF THE
COMPANY,  (II) IN THE OPINION OF THE COMPANY'S COUNSEL,  ALL OTHER LEGAL MATTERS
IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH SHARES HAVE BEEN SATISFIED,
INCLUDING ANY APPLICABLE  SECURITIES  LAWS AND ANY APPLICABLE  STOCK EXCHANGE OR
STOCK MARKET RULES AND  REGULATIONS,  AND (III) THE PARTICIPANT HAS EXECUTED AND
DELIVERED TO THE COMPANY SUCH  REPRESENTATIONS  OR AGREEMENTS AS THE COMPANY MAY
CONSIDER  APPROPRIATE TO SATISFY THE  REQUIREMENTS OF ANY APPLICABLE LAWS, RULES
OR REGULATIONS.

(h)  ACCELERATION.  THE BOARD MAY AT ANY TIME  PROVIDE  THAT ANY  OPTIONS  SHALL
BECOME  IMMEDIATELY  EXERCISABLE IN FULL OR IN PART,  THAT ANY RESTRICTED  STOCK
AWARDS SHALL BE FREE OF RESTRICTIONS IN FULL OR IN PART OR THAT ANY OTHER AWARDS
MAY BECOME EXERCISABLE IN FULL OR IN PART OR FREE OF SOME OR ALL RESTRICTIONS OR
CONDITIONS, OR OTHERWISE REALIZABLE IN FULL OR IN PART, AS THE CASE MAY BE.

10.      MISCELLANEOUS

(a) NO RIGHT TO EMPLOYMENT  OR OTHER  STATUS.  NO PERSON SHALL HAVE ANY CLAIM OR
RIGHT TO BE GRANTED AN AWARD,  AND THE GRANT OF AN AWARD SHALL NOT BE  CONSTRUED
AS  GIVING  A  PARTICIPANT  THE  RIGHT  TO  CONTINUED  EMPLOYMENT  OR ANY  OTHER
RELATIONSHIP WITH THE COMPANY.  THE COMPANY EXPRESSLY  RESERVES THE RIGHT AT ANY
TIME TO DISMISS OR OTHERWISE  TERMINATE ITS RELATIONSHIP WITH A PARTICIPANT FREE
FROM ANY LIABILITY OR CLAIM UNDER THE PLAN, EXCEPT AS EXPRESSLY  PROVIDED IN THE
APPLICABLE AWARD.

(b) NO RIGHTS AS STOCKHOLDER. SUBJECT TO THE PROVISIONS OF THE APPLICABLE AWARD,
NO PARTICIPANT OR DESIGNATED  BENEFICIARY SHALL HAVE ANY RIGHTS AS A STOCKHOLDER
WITH RESPECT TO ANY SHARES OF COMMON STOCK TO BE DISTRIBUTED  WITH RESPECT TO AN
AWARD UNTIL  BECOMING  THE RECORD  HOLDER OF SUCH  SHARES.  NOTWITHSTANDING  THE
FOREGOING, IN THE EVENT THE COMPANY EFFECTS A SPLIT OF THE COMMON STOCK BY MEANS
OF A STOCK  DIVIDEND AND THE EXERCISE  PRICE OF AND THE NUMBER OF SHARES SUBJECT
TO SUCH OPTION ARE ADJUSTED AS OF THE DATE OF THE  DISTRIBUTION  OF THE DIVIDEND
(RATHER  THAN AS OF THE RECORD DATE FOR SUCH  DIVIDEND),  THEN AN  OPTIONEE  WHO

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EXERCISES AN OPTION BETWEEN THE RECORD DATE AND THE  DISTRIBUTION  DATE FOR SUCH
STOCK DIVIDEND SHALL BE ENTITLED TO RECEIVE, ON THE DISTRIBUTION DATE, THE STOCK
DIVIDEND  WITH RESPECT TO THE SHARES OF COMMON STOCK  ACQUIRED  UPON SUCH OPTION
EXERCISE,  NOTWITHSTANDING  THE FACT THAT SUCH SHARES WERE NOT OUTSTANDING AS OF
THE CLOSE OF BUSINESS ON THE RECORD DATE FOR SUCH STOCK DIVIDEND.

(c) EFFECTIVE DATE AND TERM OF PLAN. THE PLAN SHALL BECOME EFFECTIVE ON THE DATE
ON WHICH IT IS ADOPTED BY THE BOARD, BUT THE CLASSIFICATION OF AN OPTION GRANTED
TO A  PARTICIPANT  UNDER  THE  PLAN  AS  AN  INCENTIVE  STOCK  OPTION  SHALL  BE
CONDITIONED UPON THE APPROVAL OF THE PLAN BY THE COMPANY'S  STOCKHOLDERS  WITHIN
ONE YEAR OF THE  EFFECTIVE  DATE OF THE PLAN.  NO AWARD GRANTED TO A PARTICIPANT
AFTER THE FIRST  ANNIVERSARY  OF THE EFFECTIVE DATE OF THE PLAN THAT IS INTENDED
TO COMPLY WITH SECTION 162(M) SHALL BECOME EXERCISABLE, VESTED OR REALIZABLE, AS
APPLICABLE  TO SUCH  AWARD,  UNLESS AND UNTIL THE PLAN HAS BEEN  APPROVED BY THE
COMPANY'S STOCKHOLDERS TO THE EXTENT STOCKHOLDER APPROVAL IS REQUIRED BY SECTION
162(M) IN THE MANNER REQUIRED UNDER SECTION 162(M)  (INCLUDING THE VOTE REQUIRED
UNDER  SECTION  162(M)).  NO AWARDS  SHALL BE  GRANTED  UNDER THE PLAN AFTER THE
COMPLETION  OF TEN YEARS FROM THE  EARLIER OF (I) THE DATE ON WHICH THE PLAN WAS
ADOPTED  BY THE BOARD OR (II) THE DATE THE PLAN WAS  APPROVED  BY THE  COMPANY'S
STOCKHOLDERS, BUT AWARDS PREVIOUSLY GRANTED MAY EXTEND BEYOND THAT DATE.

(d) AMENDMENT OF PLAN. THE BOARD MAY AMEND, SUSPEND OR TERMINATE THE PLAN OR ANY
PORTION  THEREOF AT ANY TIME,  PROVIDED  THAT TO THE EXTENT  REQUIRED BY SECTION
162(M),  NO AWARD GRANTED TO A PARTICIPANT  AFTER THE FIRST  ANNIVERSARY  OF THE
EFFECTIVE DATE OF THE PLAN AND AFTER THE DATE OF SUCH AMENDMENT THAT IS INTENDED
TO COMPLY WITH SECTION 162(M) SHALL BECOME EXERCISABLE, REALIZABLE OR VESTED, AS
APPLICABLE  TO SUCH  AWARD,  UNLESS  AND UNTIL  SUCH  AMENDMENT  SHALL HAVE BEEN
APPROVED BY THE COMPANY'S STOCKHOLDERS ARE REQUIRED BY SECTION 162(M) (INCLUDING
THE VOTE REQUIRED UNDER SECTION 162(M)).

(e)  GOVERNING  LAW. THE  PROVISIONS  OF THE PLAN AND ALL AWARDS MADE  HEREUNDER
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO ANY APPLICABLE CONFLICTS OF LAW.

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