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                                                                EXHIBIT 10.24

                         MANUFACTURERS' SERVICES LIMITED
                           SECOND AMENDED AND RESTATED
                   NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED

         This Amendment dated August 16, 2000 amends the Second Amended and
Restated Non-Qualified Stock Option Plan dated as of January 1, 1999 which
amended and restated the Non-Qualified Stock Option Plan dated as of December
4, 1996, as previously amended and restated on February 26, 1998.

         SECTION 1. PURPOSE. The purposes of the Second Amended and Restated
Manufacturers' Services Limited Non-Qualified Stock Option Plan, As Amended
(the "Plan") are to (a) encourage the retention of the services of executive
personnel, key employees and directors of the Company, and other non-employee
consultants and contractors and (b) provide incentive to all such personnel
and employees to devote their utmost effort and skill to the advancement and
betterment of the Company by permitting them to participate in ownership of
the Company and thereby in any success or increased value of the Company. The
Plan shall become effective as of the Effective Date.

         SECTION 2. DEFINITIONS. As used in the Plan, the following terms
shall have the meanings set forth below:

         "Affiliate" shall mean (i) any entity that is directly or indirectly
controlling, controlled by, or under common control with the Company and (ii)
any entity in which the Company has a significant equity interest, in each
case as determined by the Committee.

         "Board" or "Board of Directors" shall mean the Board of Directors of
the Company.

         "Cause" shall mean the breach by the Participant of any Non-Compete
Agreement or the non-compete provisions of an Employment Agreement, whether
or not such Non-Compete Agreement or the non-compete provisions of such
Employment Agreement are enforceable by specific performance or other
equitable or legal remedies. A finding of Cause shall be determined in good
faith in the sole discretion of the Board.

         "Change of Control" shall mean (i) a merger or consolidation in
which the Company is a constituent corporation and immediately following
which transaction securities of the surviving or resulting corporation
possessing less than 40% of the combined voting power of such corporation's
outstanding voting securities (computed on either an actual or fully diluted
basis) with respect to matters submitted to a vote of the stockholders
generally shall then be owned in the aggregate by persons who immediately
prior to such transaction were the stockholders of the Company; (ii) a sale
or transfer by the Company or any of its Subsidiaries of substantially all of
the consolidated assets of (x) the Company or (y) all of the Subsidiaries to
an entity (other than the Company) which is not a Subsidiary of the Company;
(iii) any "person" (as such term is used in Sections 3(a)(9) and 13(d)(3) of
the Exchange Act) (other than DLJMBP, DLJIP, DLJOP, DLJMBF or any affiliate
of any of them or any "group", within the meaning of such Section 13(d)(3),
of which any of them is a part) is or becomes the beneficial owner, (other
than as a result of an initial public offering of Shares of the Company)
directly or indirectly, of securities


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of the Company representing more than 40% of the combined voting power of the
Company's then outstanding voting securities with respect to matters
submitted to a vote of the stockholders generally; or (iv) the Company adopts
a plan of dissolution or liquidation or liquidates or dissolves.

         "Cliff Vesting Options" shall mean those Options, including Share
Value Options, the vesting of which is contingent upon the passage of a
period of up to eight years from the Grant Date but which vesting may be
accelerated upon the occurrence of certain events.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Committee" shall mean (a) a committee of the Board of Directors
designated by the Board to administer the Plan which, to the extent the Board
determines it is desirable to comply with or qualify under Rule 16b-3 of the
Exchange Act and Section 162(m) of the Code, shall be composed of not less
than the number of persons required by such Rule or such Section, each of
whom is a "Non-Employee Director" within the meaning of Rule 16b-3 and an
"outside director" for purposes of Section 162(m) or (b) if the Board has not
so designated a committee, the Board.

         "Company" shall mean Manufacturers' Services Limited, a Delaware
corporation, together with any successor thereto.

         "Designated Beneficiary" shall mean the beneficiary designated by
the Participant, in a manner determined by the Committee, to receive amounts
due to the Participant in the event of the Participant's death. In the
absence of an effective designation by the Participant, Designated
Beneficiary shall mean the Participant's estate.

         "Disability" shall mean "Disability" as defined in any Employment
Agreement or, if there is no such Employment Agreement, or if such Employment
Agreement does not contain any such defined term, then "Disability" shall
mean the physical or mental incapacity of the Participant and consequent
inability of the Participant, for a period of six (6) consecutive months or
for an aggregate of twelve (12) months in any twenty-four (24) consecutive
month period, to perform his duties with the Company. Any question as to the
existence of the Disability of such Participant as to which the Participant
and the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to the Participant and the Company.
If the Participant and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The
determination of Disability made in writing to the Company and the
Participant shall be final and conclusive for all purposes of the Plan.

         "Effective Date" shall mean December 4, 1996, the date the Plan
becomes effective.

         "Employee" shall mean (i) an officer or employee of the Company or
of any Affiliate, (ii) a director of the Company or of any Affiliate or (iii)
a non-employee consultant or contractor to the Company or to any Affiliate.


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         "Employment Agreement" shall mean, with respect to a Participant,
any employment agreement by and between the Company and such Participant.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Expiration Date" shall mean, subject to cancellation of any Option
as set forth in the applicable Option Agreement, the tenth anniversary of the
Grant Date of the Option.

         "Fair Market Value" shall mean, with respect to any Share, unless
otherwise defined in an applicable Option Agreement, the fair market value of
such Share as determined by the Board.

         "Founding Stockholder" shall have the meaning set forth in the
Securities Purchase Agreement.

         "Grant Date" shall have the meaning set forth in the applicable
Option Agreement.

         "Non-Compete Agreement" shall mean, with respect to a Participant,
any non-compete agreement by and between the Company and such Participant
requiring such Participant to refrain from providing services in any capacity
to the Company's competitors.

         "Non-Disclosure Agreement" shall mean, with respect to a
Participant, any non-disclosure agreement by and between the Company and such
Participant requiring such Participant to refrain from disclosing
"Confidential Information" to anyone not authorized to receive such
information.

         "Non-Qualified Stock Option" shall mean a right to purchase Shares
from the Company that is granted under Section 6 of the Plan.

         "Option" shall mean a Non-Qualified Stock Option.

         "Option Agreement" shall mean any written agreement evidencing the
grant of an Option, which may, but need not, be executed or acknowledged by a
Participant.

         "Ordinary Option" shall mean an Option that is not a Share Value
Option.

         "Participant" shall mean any Employee or Founding Stockholder
selected by the Committee to receive an Option under the Plan.

         "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.

         "Plan" shall mean the Manufacturers' Services Limited Second Amended
and Restated Non-Qualified Stock Option Plan.


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         "Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by
the SEC under the Exchange Act, or any successor rule or regulation thereto
as in effect from time to time.

         "SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.

         "Securities Purchase Agreement" shall mean the Securities Purchase
Agreement dated as of January 20, 1995 by and among the Company, the DLJ
Entities (as defined therein) and the Founding Stockholders (as defined
therein).

         "Share Value Option" shall mean an Option, the vesting of which is
contingent upon the Company achieving a certain share value on specified
dates, in each case in the manner set forth in the applicable Option
Agreement.

         "Shares" shall mean shares of the Company's common stock, par value
$.001 per share, or such other securities of the Company as may be designated
by the Committee from time to time.

         "Subsidiary" shall mean any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions (including,
in the case of a partnership, a general partner) are at the time directly or
indirectly owned by the Company.

         "Time Vesting Options" shall mean those Ordinary Options the vesting
of which is contingent only upon the passage of time and continued employment.

         "Vested Options" shall mean Options which have become exercisable
pursuant to the terms of the Plan and any applicable Option Agreement.

         SECTION 3. ADMINISTRATION. (a) The Plan shall be administered by the
Committee. Subject to the terms of the Plan, the Securities Purchase
Agreement and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine
the number of Shares to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection with, Options;
(iii) determine the terms and conditions of any Options; (iv) determine
whether, to what extent, and under what circumstances Options may be settled
or exercised in cash, Shares, other securities, or other property, or
canceled, forfeited, or suspended and the method or methods by which Options
may be settled, exercised, canceled, forfeited, or suspended; (v) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other property, and other amounts payable with respect to an
Option shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vi) interpret and administer the Plan
and any instrument or agreement relating to, or Option made under, the Plan;
(vii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (viii) accelerate the exercise date of any
Option; and (ix) make any other determination and take


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any other action that the Committee deems necessary or desirable for the
administration of the Plan.

               (b) Unless otherwise expressly provided in the Plan or any
Option Agreement, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Option shall be
within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive, and binding upon all Persons, including the
Company, any Affiliate, any Participant, any Designated Beneficiary, any
holder or beneficiary of any Option, any shareholder and any Employee.

         SECTION 4. SHARES AVAILABLE FOR OPTIONS. (a) SHARES AVAILABLE.
Subject to the provisions of subsections 4(b) and 4(c) hereof, the number of
Shares with respect to which Ordinary Options may be granted under the Plan
shall be ten million seven hundred and fifty thousand (10,750,000). Subject
to the provisions of sub-sections 4(b) hereof, the number of Shares with
respect to which Share Value Options may be granted under the Plan shall be
one million two hundred fifty thousand (1,250,000). If, after the Effective
Date of the Plan, any Shares covered by an Option granted under the Plan are
forfeited, or if an Option is settled for cash or otherwise terminates or is
canceled without the delivery of Shares, then the Shares covered by such
Option, or to which such Option relates, or the number of Shares otherwise
counted against the aggregate number of Shares with respect to which such
Options may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall again be, or shall become, Shares with
respect to which such Options may be granted.

               (b) ADJUSTMENTS. In the event that the Committee determines
that any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all
of (i) the number of Shares or other securities of the Company (or number and
kind of other securities or property) with respect to which Options may be
granted under Section 4(a) or 4(c), as applicable, both in the aggregate and
with respect to permissible Options to any Participant, (ii) the number of
Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Options, and (iii) the grant
or exercise price with respect to any Option, which adjustments may include,
if deemed appropriate, provision for a cash payment to the holder of an
outstanding Option.

               (c) SOURCES OF SHARES DELIVERABLE PURSUANT TO EXERCISES OF
OPTIONS. Any Shares delivered pursuant to the exercise of an Option may
consist, in whole or in part, of authorized and unissued Shares or of
treasury Shares.

         SECTION 5. ELIGIBILITY. Any Employee, including any officer or
director of the Company, or any Affiliate, who, to the extent the Committee
determines it is desirable to qualify


                                     -5-

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for exemption under Rule 16b-3 or Section 162(m) of the Code, is not a member
of the Committee, and any Founding Stockholder shall be eligible to be
designated a Participant.

         SECTION 6. STOCK OPTIONS. (a) GRANT. Subject to the provisions of
this Plan, any applicable Option Agreement and the Securities Purchase
Agreement, the Committee shall have sole and complete authority to determine
the Employees to whom Options shall be granted, the number of Shares to be
covered by each Option, the Option price therefor and the conditions and
limitations applicable to the exercise of the Option.

               (b) EXERCISE PRICE. Each Option shall represent the right to
purchase one Share. Subject to the provisions of this Plan, any applicable
Option Agreement and the Securities Purchase Agreement, the Committee shall
establish the exercise price per Share at the time each Option is granted.

               (c) EXERCISE. Subject to the provisions of this Plan, any
applicable Option Agreement and the Securities Purchase Agreement, Options
shall be exercisable at such times, throughout a period commencing on the
date such Options become exercisable in accordance with their terms ending
upon the expiration or termination of such Options, as determined in the sole
discretion of the Committee. Subject to the provisions of this Plan the
Committee may impose in any Option Agreement such conditions with respect to
the exercise of each Option as it may deem necessary or advisable.

               (d) PAYMENT. No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the Option exercise price, or
provision therefor, is received by the Company.

Such payment may be made in cash, or its equivalent, or, if and to the extent
permitted by the Committee, by tendering Shares owned by the Participant
(which have been held by the Participant for a minimum period of at least six
months prior to such exercise and which are not the subject of any pledge or
other security interest), or by a combination of the foregoing, PROVIDED THAT
the combined value of all cash and cash equivalents and the Fair Market Value
of any such Shares so tendered to the Company as of the date of such tender
is at least equal to such Option exercise price.

               (e) TERM OF OPTION. Subject to such earlier cancellation as is
set forth in the applicable Option Agreement, each Option granted under the
Plan shall be deemed forfeited and canceled on the Expiration Date. The
Committee shall provide to the Participant written notice of such Expiration
Date 60 days prior to such Expiration Date; PROVIDED THAT failure of the
Committee to provide such written notice shall have no effect on the terms of
the Options set forth in the Plan and any applicable Option Agreement.

         SECTION 7. TERMINATION OF EMPLOYMENT. Except as may be set forth in
any Option Agreement or Employment Agreement, the following provisions of
this Section 7 shall govern the treatment of Options upon the termination of
the Participant's employment by the Company and each of the Subsidiaries:


                                     -6-

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                   (i)   With respect to all Options granted hereunder, if the
                         Participant's employment is terminated by the Company
                         (or applicable Subsidiary) for Cause, all Options,
                         whether vested or unvested, will automatically be
                         forfeited and unexercisable.

                  (ii)   (A) With respect to Options granted prior to January 1,
                         1997, if the Participant's employment is terminated by
                         the Company other than for Cause, (x) unvested Time
                         Vesting Options shall continue to vest and become
                         exercisable in accordance with the vesting schedule
                         set forth in the Participant's Option Agreement and,
                         in addition to each other Option which is already
                         vested and exercisable on such date, shall remain
                         exercisable by the Participant or his or her
                         representative, devisees or heirs, as applicable,
                         until the date six months following the later of (1)
                         the date of such termination of employment and (2)
                         the date on which such Option becomes vested;
                         PROVIDED THAT in the case of any breach by the
                         Participant of any Non-Compete Agreement or the
                         non-compete provision contained in any Employment
                         Agreement to which the Participant is a party, all
                         Options shall be deemed immediately forfeited and
                         canceled and (y) all unvested Cliff Vesting Options
                         and Share Value Options shall be deemed immediately
                         forfeited and canceled.

                         (B) With respect to Options granted on or after
                         January 1, 1997, if the Participant's employment is
                         terminated by the Company other than for Cause, all
                         unvested Options shall be deemed immediately
                         forfeited and canceled and all vested Options shall
                         remain exercisable by the Participant or his or her
                         representative, devisees or heirs as applicable for a
                         period of six months following such termination of
                         employment.

                   (v)   (A) Upon the occurrence of a Change of Control, all
                         outstanding Options as of the date of the Change of
                         Control shall be vested and immediately exercisable,
                         and remain exercisable for a period of six (6) months
                         following such Change of Control.


                  (iii)  If the Participant's employment is terminated
                         voluntarily by the Participant (other than by reason
                         of the Participant's death or Disability), all
                         unvested Options shall be deemed immediately
                         forfeited and canceled.

                   (iv)  If the Participant's employment is terminated by
                         reason of the Participant's death or Disability all
                         Options held by a Participant immediately prior to
                         his or her death or Disability to the extent not then
                         exercisable will vest and become exercisable and, in
                         addition to each other Option which is already vested
                         and exercisable on such date, shall remain exercisable
                         by the Participant or his or her representative,
                         devisees or heirs, as applicable, until the date one
                         year following the date of such termination; PROVIDED
                         THAT in the case of any breach by the Participant of
                         any Non-Compete


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                         Agreement or a similar provision contained in any
                         Employment Agreement to which the Participant is a
                         party, all Options shall be deemed immediately
                         forfeited and canceled and (y) all unvested Cliff
                         Vesting Options and Share Value Options shall be
                         deemed immediately forfeited and canceled.

         SECTION 8. AMENDMENT AND TERMINATION. (a) AMENDMENTS TO THE PLAN.
The Board may amend, alter, suspend, discontinue, or terminate the Plan or
any portion thereof at any time; PROVIDED THAT no such amendment, alteration,
suspension, discontinuation or termination shall be made without shareholder
approval if the Board determines such approval is necessary to qualify for or
comply with any tax or regulatory requirement.

              (b) AMENDMENTS TO OPTIONS. Unless otherwise set forth in an
applicable Option Agreement, the Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Option theretofore granted, prospectively or retroactively;
PROVIDED THAT, any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights of
any Participant or any holder or beneficiary of any Option theretofore
granted shall not to the extent be effective without the consent of the
affected Participant, holder or beneficiary.

              (c) ADJUSTMENT OF OPTIONS UPON THE OCCURRENCE OF CERTAIN
UNUSUAL OR NONRECURRING EVENTS. The Committee is hereby authorized to make
adjustments in the terms and conditions of, and the criteria included in,
Options in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4(b) hereof) affecting the
Company, any Affiliate, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

         SECTION 9. GENERAL PROVISIONS. (a) NONTRANSFERABILITY. (i) Each
Option, and each right under any Option, shall be exercisable only by the
Participant (or, to the extent permitted in an Option Agreement, by such
Participant's Transferee (as defined in the Option Agreement)) during the
Participant's lifetime, or, if permissible under applicable law, by the
Participant's Designated Beneficiary or by a transferee receiving such Option
pursuant to a qualified domestic relations order ("QDRO"), as determined by
the Committee.

                   (ii)  Unless otherwise set forth in an Option Agreement, no
                         Option may be assigned, alienated, pledged,
                         attached, sold or otherwise transferred or
                         encumbered by a Participant other than by will or by
                         the laws of descent and distribution or pursuant to
                         a QDRO, and any such purported assignment,
                         alienation, pledge, attachment, sale, transfer or
                         encumbrance shall be void and unenforceable against
                         the Company or any Affiliate unless otherwise set
                         forth in an Option Agreement; PROVIDED THAT the
                         designation of a beneficiary shall not constitute an
                         assignment, alienation, pledge, attachment, sale,
                         transfer or encumbrance.


                                     -8-

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              (b) NO RIGHTS TO OPTIONS. No Employee, Participant or other
Person shall have any claim to be granted any Option, and there is no
obligation for uniformity of treatment of Employees, Participants, or holders
or beneficiaries of Options. The terms and conditions of Options need not be
the same with respect to each recipient.

              (c) SHARE CERTIFICATES. All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant
to Option or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the SEC, any stock
exchange upon which such Shares or other securities are then listed, and any
applicable federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions.

              (d) CONSEQUENCES OF CASH OUT. Notwithstanding any other
provision of the Agreement, the payment to the Optionee at any time of an
amount equal to the excess, if any, of the Fair Market Value at such time of
the underlying Shares subject to such Option over the aggregate exercise
price of such Option, in consideration of the cancellation thereof, shall
extinguish any rights of the Optionee in connection therewith.

              (e) DELEGATION. Subject to the terms of the Plan and applicable
law, the Committee may delegate to one or more officers or managers of the
Company or any Affiliate, or to a committee of such officers or managers, the
authority, subject to such terms and limitations as the Committee shall
determine, to grant Options to, or to cancel, modify or waive rights with
respect to, or to alter or discontinue Options held by, Employees who are not
officers or directors of the Company for purposes of Section 16 of the
Exchange Act, or any successor section thereto, or who are otherwise not
subject to such Section.

              (f) WITHHOLDING. A Participant may be required to pay to the
Company or any Affiliate and the Company or any Affiliate shall have the
right and is hereby authorized to withhold from any Option, from any payment
due or transfer made under any Option or under the Plan or from any
compensation or other amount owing to a Participant the amount (in cash,
Shares, other securities, other Options or other property) of any applicable
withholding taxes in respect of an Option, its exercise, or any payment or
transfer under an Option or under the Plan and to take such other action as
may be necessary in the opinion of the Company to satisfy all obligations for
the payment of such taxes. The Committee may provide for additional cash
payments to holders of Options to defray or offset any tax arising from the
grant, vesting, exercise or payments of any Option.

              (g) OPTION AGREEMENTS. Each Option hereunder shall be evidenced
by an Option Agreement which shall be delivered to the Participant and shall
specify the terms and conditions of the Option and any rules applicable
thereto.

              (h) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing
contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other compensation arrangements, which may,
but need not, provide for the grant of options, restricted stock, Shares and
other types of Options provided for hereunder (subject to shareholder
approval


                                     -9-

<PAGE>


if such approval is required), and such arrangements may be either generally
applicable or applicable only in specific cases.

              (i) NO RIGHT TO EMPLOYMENT. The grant of an Option shall not be
construed as giving a Participant the right to be employed by or retained in
the employ of the Company or any Affiliate. Further, the Company or an
Affiliate may at any time dismiss a Participant from employment, free from
any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Option Agreement.

              (j) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Option, no Participant or holder or beneficiary of any Option
shall have any rights as a shareholder with respect to any Shares to be
distributed under the Plan until he or she has become the holder of such
Shares.

              (k) GOVERNING LAW. The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan and any Option
Agreement shall be determined in accordance with the laws of Delaware.

              (l) SEVERABILITY. If any provision of the Plan or any Option is
or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Option, or would disqualify the Plan or
any Option under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if
it cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Option, such
provision shall be stricken as to such jurisdiction, Person or Option and the
remainder of the Plan and any such Option shall remain in full force and
effect.

              (m) OTHER LAWS. The Committee may refuse to issue or transfer
any Shares or other consideration under an Option if, acting in its
reasonable discretion, it determines that the issuance or transfer of such
Shares or such other consideration might violate any applicable law or
regulation or entitle the Company to recovery under Section 16(b) of the
Exchange Act, and any payment tendered to the Company by a Participant, other
holder or beneficiary in connection with the exercise of such Option shall be
promptly refunded to the relevant Participant, holder or beneficiary. Without
limiting the generality of the foregoing, no Option granted hereunder shall
be construed as an offer to sell securities of the Company, and no such offer
shall be outstanding, unless and until the Committee in its reasonable
discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the U.S. federal securities
laws.

              (n) NO TRUST OR FUND CREATED. Neither the Plan nor any Option
shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate and a
Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Option, such right shall be no greater than the right of any unsecured
general creditor of the Company or any Affiliate.


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<PAGE>


              (o) NO FRACTIONAL SHARES. No fractional Shares shall be issued
or delivered pursuant to the Plan or any Option, and the Committee shall
determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.

              (p) HEADINGS. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.

         SECTION 10. TERM OF THE PLAN. (a) EFFECTIVE DATE. The Plan shall be
effective as of the Effective Date.

              (b) EXPIRATION. No Option shall be granted under the Plan after
December 4, 2006. Unless otherwise expressly provided in the Plan or in an
applicable Option Agreement, any Option granted hereunder may, and the
authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Option or to waive any conditions or
rights under any such Option shall, continue after December 4, 2006.


                                    -11-