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                                                                    EXHIBIT 10.5

                                CORECOMM LIMITED
                             1999 STOCK OPTION PLAN


1.       PURPOSE; CONSTRUCTION.

         This CoreComm Limited 1999 Stock Option Plan (the "Plan"), is intended
to encourage stock ownership by employees and non-employee directors of CoreComm
Limited (the "Corporation") and its divisions and subsidiary corporations and
other affiliates, so that they may acquire or increase their proprietary
interest in the Corporation, and to encourage such employees and directors who
are employees to remain in the employ of the Corporation or its affiliates and
to put forth maximum efforts for the success of the business. It is further
intended that options ("Options") granted by the Committee pursuant to Section 6
of this Plan shall constitute "incentive stock options" ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, and the regulations issued thereunder (the "Code"), and
options granted by the Committee pursuant to Section 7 of this Plan shall
constitute "nonqualified stock options" ("Nonqualified Stock Options").

2.       DEFINITIONS.

         As used in this Plan, the following words and phrases shall have the
meanings indicated:

         (a) "DISABILITY" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than twelve (12)
months.

         (b) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         (c) "FAIR MARKET VALUE" per share as of a particular date shall mean
(i) if the shares of common stock, par value $.0l per share, of the Corporation
("Common Stock") are then traded on an over-the-counter market, the average of
the closing bid and asked prices for the shares of Common Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such
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Common Stock in such market, (ii) if the shares of Common Stock are then listed
on the Nasdaq Stock Market's National Market or other national securities
exchange, the closing sales price per share on the date of grant or on the last
preceding date on which there was a sale of such Common Stock on such exchange,
or (iii) if the shares of Common Stock are not then traded in an
over-the-counter market or listed on Nasdaq or a national securities exchange,
such value as the Committee in its discretion may determine.

         (d) "OPTIONEE" shall mean a person who has been granted an option under
the Plan.

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

         (f) "RULE 16b-3" shall mean Rule 16b-3 promulgated under Section 16 of
the Exchange Act (or any other comparable provisions in effect at the time or
times in question).

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

         (h) "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at the time
an Incentive Stock Option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Corporation or of its Parent or Subsidiary Corporations.

3.       ADMINISTRATION.

         The Plan shall be administered by the Compensation and Option Committee
of the Corporation's Board of Directors or such other committee appointed either
by the Board of Directors of the Corporation (the "Board") or by such
Compensation and Option Committee (the "Committee"); provided, however, to

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the extent determined necessary to satisfy the requirements for exemption from
Section 16(b) of the Exchange Act, with respect to the acquisition or
disposition of securities hereunder, action by the Committee may be by a
subcommittee of a committee of the Board composed solely of two or more
"non-employee directors," within the meaning of Rule 16b-3, appointed by the
Board or by the Compensation and Option Committee of the Board, or by a
committee composed solely of two or more "non-employee directors," within the
meaning of Rule 16b-3, as a result of the recusal of those members who do not
qualify as non-employee directors; and, provided further, to the extent
determined necessary to satisfy the requirements for the exception for qualified
performance based compensation under Section 162(m) of the Code and the treasury
regulations thereunder, action by the Committee may be by a committee comprised
solely of two or more "outside directors," within the meaning of Section 162(m)
of the Code and the treasury regulations thereunder, appointed by the Board or
by the Compensation and Option Committee. Notwithstanding anything in the Plan
to the contrary, and to the extent determined to be necessary to satisfy an
exemption under Rule 16b-3 with respect to a grant hereunder (and, as
applicable, with respect to the disposition to the Corporation of a security
hereunder), or as otherwise determined advisable by the Committee, the terms of
such grant and disposition under the Plan shall be subject to the prior approval
of the Board. Any prior approval of the Board, as provided in the preceding
sentence, shall not otherwise limit or restrict the authority of the Committee
to make grants under the Plan, including, but not limited to, the authority of
the Committee to make grants qualifying for the performance-based compensation
exception under Section 162(m) of the Code and the treasury regulations
thereunder.

         The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options; to
determine which Options shall constitute Incentive Stock Options and which
Options shall constitute Nonqualified Stock Options; to determine the purchase
price of the shares of Common Stock covered by each Option (the "Option Price");
to determine the persons to whom, and the time or times at which, Options shall
be granted; to determine the number of shares to be covered by each Option; to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Options
(which need not be identical) entered into in connection with Options granted
under the Plan; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee may delegate to one
or more of its members or to one or more agents such administrative duties as it
may

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deem advisable, and the Committee or any person to whom it has delegated duties
as aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.

         The Board shall fill all vacancies, however caused, in the Committee.
The Board may from time to time appoint additional members to the Committee, and
may at any time remove one or more Committee members and substitute others. One
member of the Committee may be selected by the Board as chairman. The Committee
shall hold its meetings at such times and places as it shall deem advisable. All
determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at any meeting
or by written consent. The Committee may appoint a secretary and make such rules
and regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings.

         No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Option
granted hereunder.

4.       ELIGIBILITY.

         Options may be granted (i) to employees (including, without limitation,
officers and directors who are employees) of the Corporation, its present or
future divisions, Subsidiary Corporations and Parent Corporations and (ii) in
the case of Nonqualified Stock Options, to non-employee directors of the
Corporation and to employees of an affiliated entity of the Corporation (an
"Affiliated Entity") which is designated by the Board to participate in the
Plan. In determining the persons to whom Options shall be granted and the number
of shares to be covered by each Option, the Committee shall take into account
the duties of the respective persons, their present and potential contributions
to the success of the Corporation and such other factors as the Committee shall
deem relevant in connection with accomplishing the purpose of the Plan. A person
to whom an option has been granted hereunder is sometimes referred to herein as
an "Optionee."

         An Optionee shall be eligible to receive more than one grant of an
Option during the term of the Plan, but only on the terms and subject to the
restrictions hereinafter set forth.

5.       STOCK.


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         The stock subject to Options hereunder shall be shares of the
Corporation's Common Stock. Such shares may, in whole or in part, be authorized
but unissued shares or shares that shall have been or that may be reacquired by
the Corporation. The aggregate number of shares of Common Stock as to which
Options may be granted from time to time under the Plan shall not exceed
2,500,000. The limitation established by the preceding sentence shall be subject
to adjustment as provided in Section 8(h) hereof.

         In the event that any outstanding Option under the Plan for any reason
expires or is cancelled, surrendered or otherwise terminated without having been
exercised in full, the shares of Common Stock allocable to the unexercised
portion of such Option shall (unless the Plan shall have been terminated) become
available for subsequent grants of Options under the Plan. Notwithstanding the
foregoing, the expiration, cancellation, surrender or termination of an Option,
to the extent consistent with Section 162(m) of the Code and the treasury
regulations thereunder, shall not be disregarded for purposes of applying the
individual limit on the maximum number of shares, as provided in Section 8(d),
that may be purchased in connection with Options granted under the Plan with
respect to any individual.

6.       INCENTIVE STOCK OPTIONS.

         Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special terms and
conditions, in addition to the general terms and conditions specified in Section
8 hereof.

         (a) VALUE OF SHARES. In no event may Incentive Stock Options be granted
to an Optionee to the extent that the aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of Common Stock
with respect to which such Options granted under this Plan and all other option
plans of the Corporation and any Parent or Subsidiary Corporation which would
become exercisable for the first time by an Optionee during any calendar year
exceeds $100,000.

         (b) TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, (i) the exercise price (the "Option
Price") of an Incentive Stock Option shall not be less than one hundred ten
percent (110%) of the Fair Market Value of the shares of Common Stock of the
Corporation on the date of grant of such Incentive Stock Option, and (ii) the
exercise period shall not exceed five (5) years from the date of grant of such
Incentive Stock Option.


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7.       NONQUALIFIED STOCK OPTIONS.

         Options granted pursuant to this Section 7 are intended to constitute
Nonqualified Stock Options and shall be subject only to the general terms and
conditions specified in Section 8 hereof.

8.       TERMS AND CONDITIONS OF OPTIONS.

         (a) OPTION PRICE. The Option Price, in the case of Incentive Stock
Options, shall be not less than one hundred percent (100%) of the Fair Market
Value of the shares of Common Stock of the Corporation on the date of grant of
the Option, and, in the case of Nonqualified Stock Options, shall be the price
determined by the Committee. The Option Price shall be subject to adjustment as
provided in Section 8(h) hereof.

         (b) MEDIUM AND TIME OF PAYMENT. Options may be exercised in whole or in
part at any time during the option period by giving written notice of exercise
to the Corporation specifying the number of shares of Common Stock to be
purchased, accompanied by payment of the purchase price. Payment of the purchase
price shall be made in such manner as the Committee may permit, which may
include cash (including cash equivalents, such as by certified or bank check
payable to the Corporation), delivery of unrestricted shares of Common Stock
that have been owned by the Optionee or, as applicable, a transferee (as
provided in Section 8(g)) for at least six months, any other manner permitted by
law as determined by the Committee, or any combination of the foregoing.

         (c) TERM AND EXERCISE OF OPTIONS. Options shall be exercisable over the
exercise period as and at the times and upon the conditions that the Committee
may determine; provided, however, that the Committee shall have the authority to
accelerate the exercisability of any outstanding Option at such time and under
such circumstances as it, in its sole discretion, deems appropriate; and further
provided, however, that such exercise period shall not exceed ten (10) years
from the date of grant of such Option. The exercise period may be subject to
earlier termination as provided in Section 8(e) and 8(f) hereof. An Option may
be exercised, as to any or all full shares of Common Stock as to which the
Option has become exercisable, by giving written notice of such exercise to the
Committee or to such individuals) as the Committee may from time to time
designate.

         (d) LIMITATION ON AWARDS. Grants of options under the Plan to any
individual in any calendar year shall be limited to Options to purchase no
greater than 2,000,000 shares of Common Stock.

         (e) TERMINATION. The Committee may provide that an option may not be
exercised unless the Optionee is then in the employ of the Corporation or a
division or any corporation which was at the time of grant of such

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Option, a Subsidiary Corporation or Parent Corporation thereof (or a corporation
or a Parent or Subsidiary Corporation of such corporation issuing or assuming
the Option in a transaction to which Section 424(a) of the Code applies) or an
Affiliated Entity, and unless the Optionee has remained continuously so employed
since the date of grant of the Option. The Committee may further provide that,
in the event that the employment of such an Optionee shall terminate (other than
by reason of death, Disability or, in the case of Nonqualified Stock Options,
retirement), all Options granted to such Optionee or transferred by such
Optionee (as provided in Section 8(g)) that are exercisable at the time of such
termination may, unless earlier terminated in accordance with their terms, be
exercised within three (3) months after such termination; provided, however,
that if the employment of such an Optionee shall terminate for cause (as
determined by the Committee, in its good faith discretion), all Options
theretofore granted to such Optionee or transferred by such Optionee (as
provided in Section 8(g)) shall, to the extent not theretofore exercised,
terminate forthwith. Nothing in the Plan or in any Option granted pursuant
hereto shall confer upon an individual any right to continue in the employ of
the Corporation or any of its divisions, Parent or Subsidiary Corporations or
Affiliated Entities or interfere in any way with the right of the Corporation or
any such division, Parent or Subsidiary Corporation or Affiliated Entity to
terminate such employment. An Option subject to the provisions of this Section
8(e) is referred to herein as an "Employment Option."

         (f) DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee who has
been granted an Employment Option shall die while employed by the Corporation or
a division or any corporation which was, at the time of grant of such Employment
Option, a Subsidiary Corporation or Parent Corporation thereof (or a corporation
or a Parent or Subsidiary Corporation of such corporation issuing or assuming
the Employment Option in a transaction to which Section 424(a) of the Code
applies) or an Affiliated Entity, or within three (3) months after the
termination of such Optionee's employment, other than for cause, or if the
Optionee's employment shall terminate by reason of Disability (or, in the case
of Nonqualified Stock Options, retirement), all Employment Options theretofore
granted to such Optionee or transferred by such Optionee (as provided in Section
8(g)), to the extent otherwise exercisable at the time of death or termination
of employment, may, unless earlier terminated in accordance with their terms, be
exercised by the Optionee or by the Optionee's estate or by a person who
acquired the right to exercise such Employment Option by bequest or inheritance
or otherwise by reason of death or Disability of the Optionee or by a transferee
(as provided in Section 8(g)), at any time within one year after the date of
death, Disability or retirement of the Optionee.


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         (g) NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section
8(g) or as otherwise provided by the Board, no Option granted hereunder shall be
transferable by the Optionee to whom granted, other than by will or the laws of
descent or distribution, and the Option may be exercised during the lifetime of
such Optionee only by the Optionee or such Optionee's guardian or legal
representative. Subject to such conditions as the Committee may prescribe, an
Optionee may, upon providing written notice to the General Counsel of the
Corporation, elect to transfer the Nonqualified Stock Option granted to such
Optionee, without consideration therefor, to members of his or her immediate
family (as defined below), to a trust or trusts maintained solely for the
benefit of the Optionee and/or the members of the Optionee and/or the members of
his or her immediate family, or to a partnership whose only partners are the
Optionee and/or the members of his or her immediate family. Any purported
assignment, alienation, pledge, attachment, sale, transfer, or encumbrance that
does not qualify as a permissible transfer under this Section 8(g) shall be void
and unenforceable against the Plan and the Corporation. For purposes of this
Section 8(g), the term "immediate family" shall mean, with respect to a
particular Optionee, the Optionee's spouse, children or grandchildren, and such
other persons as may be determined by the Committee. The terms of any such
Option and the Plan shall be binding upon a permissible transferee, and the
beneficiaries, heirs and successors of the Optionee and, as applicable, a
permissible transferee. Notwithstanding anything in the Plan to the contrary,
the Committee or Board may also provide that certain Options granted pursuant to
the Plan shall be fully and immediately transferable.

         (h) EFFECT OF CERTAIN CHANGES.


                  (1) If there is any change in the number of shares of Common
         Stock through the declaration of stock or cash dividends, or
         recapitalization resulting in stock splits, or combinations or
         exchanges of such shares or other corporate transactions affecting the
         capitalization of the Corporation, the aggregate number of shares of
         Common Stock available for Options, the aggregate number of shares of
         Common Stock available for distribution under the Plan to any single
         individual with respect to Options granted hereunder, the number of
         such shares covered by outstanding Options, the number of shares set
         forth in Section 8(d) hereof and the price per share of such Options
         shall be proportionately adjusted by the Committee to reflect any
         increase or decrease in the number of issued shares of Common Stock;
         provided, however, that any fractional shares resulting from such
         adjustment shall be eliminated. In the event of any other extraordinary
         corporate transaction,

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         including, but not limited to distributions of cash or other property
         to the Corporation's shareholders, the Committee may equitably adjust
         outstanding Options as it deems appropriate.

                  (2) In the event of the proposed dissolution or liquidation of
         the Corporation, in the event of any corporate separation or division,
         including, but not limited to, split-up, split-off or spin-off, or in
         the event of a merger or consolidation of the Corporation with another
         corporation, the Committee may provide that the holder of each Option
         then exercisable shall have the right to exercise such Option (at its
         then Option Price) solely for the kind and amount of shares of stock
         and other securities, property, cash or any combination thereof
         receivable upon such dissolution, liquidation, or corporate separation
         or division, or merger or consolidation by a holder of the number of
         shares of Common Stock for which such Option might have been exercised
         immediately prior to such dissolution, liquidation, or corporate
         separation or division, or merger or consolidation; or the Committee
         may provide, in the alternative, that each Option granted under the
         Plan shall terminate as of a date to be fixed by the Committee;
         provided, however, that not less than thirty (30) days' written notice
         of the date so fixed shall be given to each Optionee, who shall have
         the right, during the period of thirty (30) days preceding such
         termination, to exercise the Options (unless earlier terminated in
         accordance with their terms) as to all or any part of the shares of
         Common Stock covered thereby, including shares as to which such Options
         would not otherwise be exercisable; provided, further, that failure to
         provide such notice shall not invalidate or affect the action with
         respect to which such notice was required.

                  (3) If while unexercised Options remain outstanding under the
         Plan;

                         (i) any corporation, person or other entity (other than
                  the Corporation) makes a tender or exchange offer for shares
                  of the Common Stock pursuant to which purchases are made
                  ("Offer"), or

                         (ii) the stockholders of the Corporation approve a
                  definitive agreement to merge or consolidate the Corporation
                  with or into another corporation or to sell or otherwise
                  dispose of all or substantially all of its assets, or adopt a
                  plan of liquidation, or

                         (iii) the "beneficial ownership" (as defined in Rule
                  13d-3 under the Exchange Act) of securities representing more
                  than

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                  20% of the combined voting power of the Corporation is
                  acquired by any "person" as defined in Sections 13(d) and
                  14(d) of the Exchange Act, or

                         (iv) during any period of two consecutive years,
                  individuals who at the beginning of such period were members
                  of the Board cease for any reason to constitute at least a
                  majority thereof (unless the election, or the nomination for
                  election by the Corporation's stockholders, of each new
                  director was approved by a vote of at least two-thirds of the
                  directors then still in office who were directors at the
                  beginning of such period),

         then from and after the date of the first purchase of Common Stock
         pursuant to such Offer, or the date of any such stockholder approval or
         adoption, or the date on which public announcement of the acquisition
         of such percentage shall have been made, or the date on which the
         change in the composition of the Board set forth above shall have
         occurred, whichever is applicable (the applicable date being referred
         to hereinafter as the "Acceleration Date"), all Options shall be
         exercisable in full, whether or not otherwise exercisable. Following
         the Acceleration Date, the Committee shall, in the case of a merger,
         consolidation or sale or disposition of assets, promptly make an
         appropriate adjustment to the number and class of shares of Common
         Stock available for Options, and to the amount and kind of shares or
         other securities or property receivable upon exercise of any
         outstanding Options after the effective date of such transaction, and
         the price thereof.

                  (4) Paragraphs (2) and (3) of this Section 8(h) shall not
         apply to a merger or consolidation in which the Company is the
         surviving corporation and shares of Common Stock are not converted into
         or exchanged for stock, securities of any other corporation, cash or
         any other thing of value. Notwithstanding the preceding sentence, in
         case of any consolidation or merger of another corporation into the
         Corporation in which the Corporation is the surviving corporation and
         in which there is a reclassification or change (including a change to
         the right to receive cash or other property) of the shares of Common
         Stock (other than a change in par value, or from par value to no par
         value, or as a result of a subdivision or combination, but including
         any change in such shares into two or more classes or series of
         shares), the Committee may provide that the holder of each Option then
         exercisable shall have the right to exercise such Option solely for the
         kind and amount of shares of stock and other securities (including
         those of any new direct or

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         indirect parent of the Corporation), property, cash or any combination
         thereof receivable upon such reclassification, change, consolidation or
         merger by the holder of the number of shares of Common Stock for which
         such Option might have been exercised.

                  (5) In the event of a change in the Common Stock of the
         Corporation as presently constituted, which is limited to a change of
         all of its authorized shares with par value into the same number of
         shares with a different par value or without par value, the shares
         resulting from any such change shall be deemed to be the Common Stock
         within the meaning of the Plan.

                  (6) To the extent that the foregoing adjustments relate to
         stock or securities of the Corporation, such adjustments shall be made
         by the Committee, whose determination in that respect shall be final,
         binding and conclusive, provided that each Incentive Stock Option
         granted pursuant to this Plan shall not be adjusted in a manner that
         causes such Option to fail to continue to qualify as an Incentive Stock
         Option within the meaning of Section 422 of the Code.

                  (7) Except as hereinbefore expressly provided in this Section
         8(h), the Optionee shall have no rights by reason of any subdivision or
         consolidation of shares of stock of any class or the payment of any
         stock dividend or any other increase or decrease in the number of
         shares of stock of any class or by reason of any dissolution,
         liquidation, merger, or consolidation or spin-off of assets or stock of
         another corporation; and any issue by the Corporation of shares of
         stock of any class, or securities convertible into shares of stock of
         any class, shall not affect, and no adjustment by reason thereof shall
         be made with respect to, the number or price of shares of Common Stock
         subject to the Option. The grant of an Option pursuant to the Plan
         shall not affect in any way the right or power of the Corporation to
         make adjustments, reclassifications, reorganizations or changes of its
         capital or business structures or to merge or to consolidate or to
         dissolve, liquidate or sell, or transfer all or part of its business or
         assets.

         (i) RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option
shall have no rights as a stockholder with respect to any shares covered by the
Option until the date of the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distribution of other rights
for which the record date is prior to the date such stock certificate is issued,

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except as provided in Section 8(j) hereof.

         (j) OTHER PROVISIONS. The Options authorized under the Plan shall
contain such other provisions, including, without limitation, (i) the imposition
of restrictions upon the exercise of an Option, and (ii) in the case of an
Incentive Stock Option, the inclusion of any condition not inconsistent with
such Option qualifying as an Incentive Stock Option, as the Committee shall deem
advisable. Without limiting the generality of the foregoing, the Committee shall
have the power to grant options with renewable features as hereinafter
described. To the extent an Option with a renewable feature (an "Original
Option") subsequently is exercised (including exercise through delivery of (X)
previously acquired shares of Common Stock, (Y) cash, or (Z) shares acquired
through the exercise of such Original Option), the Optionee automatically will
be granted, at the time of such exercise, a new Option (the "Renewed Option") to
purchase the number of shares of Common Stock so delivered (or, in the case of
an exercise for cash, a number of shares determined by the Committee upon the
grant of the Original Option), provided, however, that no such Renewed Option
shall be granted if, at the time of exercise of the Original Option,
insufficient shares are available under the Plan to cover the grant of the
Renewed Option. Each Renewed Option will be exercisable upon substantially the
same terms and conditions as the Original Option to which it relates, except
that (A) the per share exercise price of the Renewed Option shall be 100% of the
Fair Market Value of the Common Stock on the date of exercise of the Original
Option, and (B) the Renewed Option shall not itself have renewable features.
Notwithstanding the foregoing, the Committee shall have full authority to alter
the terms of any Renewed Option at the time of exercise of the Original Option
to which it relates. The Committee may also provide that a Renewed Option will
be granted to an Optionee upon the sale by such Optionee of an Original Option
to a financial institution acceptable to the Committee, provided, however, that
such financial institution certifies in a form acceptable to the Committee the
intention to immediately exercise the Original Option in accordance with its
terms. A Renewed Option granted pursuant to such a sale shall not itself have
renewable features and will have a per share exercise price of 100% of the Fair
Market Value of the Common Stock on the date of the sale of the Original Option
to such financial institution.

9.       AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.

         If the Committee shall so require, as a condition of exercise, each
Optionee shall agree that;


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         (a) no later than the date of exercise of any Option granted hereunder,
the Optionee will pay to the Corporation or make arrangements satisfactory to
the Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Option, and

         (b) the Corporation shall, to the extent permitted or required by law,
have the right to deduct federal, state and local taxes of any kind required by
law to be withheld upon the exercise of such Option from any payment of any kind
otherwise due to the Optionee.

10.      TERM OF PLAN.

         Options may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board.

11.      AMENDMENT AND TERMINATION OF THE PLAN.

         The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that no amendment that requires
stockholder approval under applicable law, under the rules or regulations of any
securities exchange or regulatory agency, or in order for the Plan to continue
to comply with Rule 16b-3 or, if applicable, to comply with the exception for
qualified performance-based compensation under Code Section 162(m), or in order
for Options intended to constitute Incentive Stock Options to satisfy the
requirements of Section 422 of the Code shall be effective unless the same shall
be approved by the requisite vote of the stockholders of the Corporation. Except
as provided in Section 8 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any Option previously granted, unless
the written consent of the Optionee or, as applicable, a transferee, is
obtained.

12.      INTERPRETATION.

         The Plan is designed and intended to comply with Rule 16b-3 and, to the
extent applicable, Sections 162(m) and 422 of the Code, and all provisions
hereof shall be construed in a manner to so comply.

13.      APPROVAL AND RATIFICATION BY STOCKHOLDERS.

         The Plan shall take effect as set forth in Section 16 upon its adoption
by the Board of Directors, but the Plan (and awards made pursuant to the Plan)
shall be

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subject to its approval and ratification by the holders of a majority of the
issued and outstanding shares of Common Stock of the Corporation, which approval
and ratification must occur within twelve months after the date that the Plan is
adopted by the Board.

14.      EFFECT OF HEADINGS.

         The section and subsection headings contained herein are for
convenience only and shall not affect the construction hereof.




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<PAGE>   15
15.      GOVERNING LAW.

         The Plan shall be governed by the laws of the State of Delaware.

16.      EFFECTIVE DATE OF PLAN.

         The effective date of the Plan is the date the Plan is adopted by the
Board.





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