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                                                                     Exhibit 4.1

                     SYNERGETIC MICRO SYSTEMS, INCORPORATED
                     STOCK OPTION PLAN (AS AMENDED ON 5/29/01))

I.       PURPOSE AND DEFINITIONS

         A.       PURPOSE OF THE PLAN

                  The Plan is intended to encourage ownership of Shares by
                  Eligible Employees and Key Non-Employees in order to attract
                  and retain such Eligible Employees in the employ of the
                  Company or an Affiliate, or to attract such Key Non-Employees
                  to provide services to the Company or an Affiliate, and to
                  provide additional incentive for such persons to promote the
                  success of the Company or an Affiliate.

         B.       DEFINITIONS

                  Unless otherwise specified or unless the context otherwise
                  requires, the following terms, as used in this Plan, have the
                  following meanings:

                  1. Affiliate means a corporation which, for purposes of
                     Section 424 of the Code, is a parent or subsidiary of the
                     Company, direct or indirect.

                  2. Board means the Board of Directors of the Company.

                  3. Code means the Internal Revenue Code of 1986, as amended.

                  4. Committee means the committee to which the Board delegates
                     the power to act under or pursuant to the provisions of the
                     Plan, or the Board if no committee is selected. If the
                     Board delegates powers to a committee, and if the Company
                     is or becomes subject to Section 16 of the Exchange Act,
                     then, if necessary for compliance therewith, such committee
                     shall consist initially of not less than two (2) members of
                     the Board, each member of which must be a "non-employee
                     director," within the meaning of the applicable rules
                     promulgated pursuant to the Exchange Act. If the Company is
                     or becomes subject to Section 16 of the Exchange Act, no
                     member of the Committee shall receive any Option pursuant
                     to the Plan or any similar plan of the Company or any
                     Affiliate while serving on the Committee unless the Board
                     determines that the grant of such an Option satisfies the
                     then current Rule 16b-3 requirements under the Exchange
                     Act. Notwithstanding anything herein to the contrary, and
                     insofar as the Board determines that it is desirable in
                     order for compensation recognized by Participants pursuant
                     to the Plan to be fully deductible to the Company for
                     federal income tax purposes, each member of the Committee
                     also shall be an "outside director" (as defined in
                     regulations or other guidance issued by the Internal
                     Revenue Service under Code Section 162(m)).

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                  5.  Common Stock means the common stock of the Company.


                  6.  Company means Synergetic Micro Systems, Incorporated, an
                      Illinois corporation, and includes any successor or
                      assignee corporation or corporations into which the
                      Company may be merged, changed, or consolidated; any
                      corporation for whose securities the securities of the
                      Company shall be exchanged; and any assignee of or
                      successor to substantially all of the assets of the
                      Company.

                  7.  Disability or Disabled means permanent and total
                      disability as defined in Section 22(e)(3) of the Code.

                  8.  Eligible Employee means an employee of the Company or of
                      an Affiliate (including, without limitation, an employee
                      who also is serving as an officer or director of the
                      Company or of an Affiliate), designated by the Board or
                      the Committee as being eligible to be granted one or more
                      Options under the Plan.

                  9.  Exchange Act means the Securities Exchange Act of 1934, as
                      amended from time to time, or any successor statute
                      thereto.

                  10. Incentive Option means an Option which, when granted, is
                      intended to be an "incentive stock option," as defined in
                      Section 422 of the Code.

                  11. Key Non-Employee means a non-employee director,
                      consultant,or independent contractor of the Company or of
                      an Affiliate who is designated by the Board or the
                      Committee as being eligible to be granted one or more
                      Options under the Plan.

                  12. Nonstatutory Option means an Option which, when granted,
                      is not intended to be an "incentive stock option," as
                      defined in Section 422 of the Code.

                  13. Option means a right or option granted under the Plan.

                  14. Option Agreement means an agreement between the Company
                      and a Participant executed and delivered pursuant to the
                      Plan.

                  15. Participant means an Eligible Employee to whom one or more
                      Incentive Options or Nonstatutory Options are granted
                      under the Plan, and a Key Non-Employee to whom one or more
                      Nonstatutory Options are granted under the Plan.

                  16. Plan means this Stock Option Plan, as amended from time to
                      time.

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                  17. Shares means the following shares of the capital stock of
                      the Company as to which Options have been or may be
                      granted under the Plan: treasury shares or authorized but
                      unissued Common Stock or any shares of capital stock into
                      which the Shares are changed or for which they are
                      exchanged within the provisions of Article VI of the Plan.

II.      SHARES SUBJECT TO THE PLAN

         The aggregate number of Shares as to which Options may be granted from
         time to time shall be 1,947,950 Shares (subject to adjustment for stock
         splits, stock dividends, and other adjustments described in Article VI
         hereof); provided, however, that if the Company is or becomes a
         publicly held corporation, as such term is defined under Section 162(m)
         of the Code, the aggregate number of Shares as to which Options may be
         granted in any calendar year to any one Eligible Employee shall not
         exceed 500,000 (subject to adjustment for stock splits, stock
         dividends, and other adjustments described in Article VI hereof).

         Shares subject to Options that are forfeited, terminated, expire
         unexercised, canceled by agreement of the Company and the Participant,
         settled in cash in lieu of Common Stock or in such manner that all or
         some of the Shares covered by such Options are not issued to a
         Participant, or are exchanged for Options that do not involve Common
         Stock, shall immediately become available for Options. In addition, if
         the exercise price of any Option is satisfied by tendering Shares to
         the Company (by actual delivery or attestation), only the number of
         Shares issued net of the Shares tendered shall be deemed delivered for
         purposes of determining the maximum number of Shares available for
         Options.

         Subject to the provisions of Article VI, the aggregate number of Shares
         as to which Incentive Options may be granted shall be subject to change
         only by means of an amendment of the Plan duly adopted by the Company
         and approved by the stockholders of the Company within one year before
         or after the date of the adoption of any such amendment.

III.     ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Committee. A majority of the
         Committee shall constitute a quorum at any meeting thereof (including
         by telephone conference) and the acts of a majority of the members
         present, or acts approved in writing by a majority of the entire
         Committee without a meeting, shall be the acts of the Committee for
         purposes of this Plan. The Committee may authorize one or more of its
         members or an officer of the Company to execute and deliver documents
         on behalf of the Committee. A member of the Committee shall not
         exercise any discretion respecting himself or herself under the Plan.
         The Board shall have the authority to remove, replace or fill any
         vacancy of any member of the Committee upon notice to the Committee and
         the affected member. Any member of the Committee may resign upon notice
         to the Board. The Committee may allocate among one or more of its
         members, or may delegate to one or more of its agents, such duties and
         responsibilities as it determines.

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         Subject to the provisions of the Plan, the Committee is authorized to:

         A. interpret the provisions of the Plan or of any Option or Option
            Agreement and to make all rules and determinations which it deems
            necessary or advisable for the administration of the Plan;

         B. determine which employees of the Company or of an Affiliate shall be
            designated as Eligible Employees and which of the Eligible Employees
            shall be granted Options;

         C. determine the Key Non-Employees to whom Nonstatutory Options shall
            be granted;

         D. determine whether the Option to be granted shall be an Incentive
            Option or Nonstatutory Option;

         E. determine the number of Shares for which an Option or Options shall
            be granted;

         F. provide for the acceleration of the right to exercise an Option (or
            portion thereof); and

         G. specify the terms and conditions upon which Options may be granted;

         provided, however, that with respect to Incentive Options, all such
         interpretations, rules, determinations, terms, and conditions shall be
         made and prescribed in the context of preserving the tax status of the
         Incentive Options as incentive stock options within the meaning of
         Section 422 of the Code.

         The Committee may delegate to the chief executive officer and to other
         senior officers of the Company or its Affiliates its duties under the
         Plan pursuant to such conditions or limitations as the Committee may
         establish, except that only the Committee may select, and grant Options
         to, Participants who are subject to Section 16 of the Exchange Act. All
         determinations of the Committee shall be made by a majority of its
         members. No member of the Committee shall be liable for any action or
         determination made in good faith with respect to the Plan or any
         Option.

IV.      ELIGIBILITY FOR PARTICIPATION

         The Committee may at any time and from time to time grant one or more
         Options to one or more Eligible Employees or Key Non-Employees and may
         designate the number of Shares to be subject to each Option so granted,
         provided, however, that (i) each Participant receiving an Incentive
         Option must be an Eligible Employee of the Company or of an Affiliate
         at the time an Incentive Option is granted; (ii) no Incentive Options
         shall be granted after the expiration of ten (10) years from the
         earlier of the date of the adoption of the Plan by the Company or the
         approval of the Plan by the stockholders of the Company; and (iii) the
         fair market value of the Shares (determined at the time the Option is
         granted) as

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         to which Incentive Options are exercisable for the first time by any
         Eligible Employee during any single calendar year (under the Plan and
         under any other incentive option plan of the Company or an Affiliate)
         shall not exceed $100,000.

         Notwithstanding the foregoing, if the Company is or becomes subject to
         Section 16 of the Exchange Act, then no individual who is a member of
         the Committee shall be eligible to receive an Option, unless the Board
         determines that the grant of the Option satisfies the then current Rule
         16b-3 requirements under the Exchange Act. If the Company is not
         subject to Section 16 of the Exchange Act, then no individual who is a
         member of the Committee shall be eligible to receive an Option under
         the Plan unless the granting of such Option shall be approved by the
         Committee, with all of the members voting thereon being disinterested
         members. For the purpose of this Article IV, a "disinterested member"
         shall be any member who shall not then be, or at any time within the
         year prior thereto have been, granted an Option under the Plan or any
         other plan of the Company or an Affiliate, other than an Option granted
         under a formula plan established by the Company or an Affiliate.

         Notwithstanding any of the foregoing provisions, (i) the Committee may
         authorize the grant of an Option to a person not then in the employ of
         or serving as a director, consultant, or independent contractor of the
         Company or of an Affiliate, conditioned upon such person becoming
         eligible to become a Participant at or prior to the execution of the
         Option Agreement evidencing the actual grant of such Option; and (ii)
         if the Company is not subject to the reporting requirements of Section
         13 or 15(d) of the Exchange Act, then the Committee may not authorize
         the grant of an Option under this Plan to a person who resides in the
         State of California.

V.       TERMS AND CONDITIONS OF OPTIONS

         Each Option shall be set forth in an Option Agreement, duly executed on
         behalf of the Company and by the Participant to whom such Option is
         granted. Except for the setting of the Option price under Paragraph A,
         no Option shall be granted and no purported grant of any Option shall
         be effective until such Option Agreement shall have been duly executed
         on behalf of the Company and by the Participant. Each such Option
         Agreement shall be subject to at least the following terms and
         conditions:

         A. OPTION PRICE

            The exercise price of the Shares covered by each Option granted
            under the Plan shall be determined by the Committee. In the case of
            an Incentive Option, if the optionee owns directly or by reason of
            the applicable attribution rules ten percent (10%) or less of the
            total combined voting power of all classes of share capital of the
            Company, the Option price (per share) of the Shares covered by each
            Incentive Option shall be not less than the "fair market value" of
            the Shares on the date of the grant of the Incentive Option. In all
            other cases of Incentive Options, the Option price shall be not less
            than one hundred ten percent (110%) of the said fair market value on
            the date of grant. If the Shares are listed on any national
            securities

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           exchange, the fair market value shall be the closing sales price, if
           any, on the largest such exchange on the date of the grant of the
           Option, or, if none, on the most recent trade date thirty (30) days
           or less prior to the date of the grant of the Option. If the Shares
           are not then listed on any such exchange, the fair market value of
           such Shares shall be the closing sales price if such is reported or
           otherwise the mean average of the closing "Bid" and the closing "Ask"
           prices, if any, as reported on the National Association of Securities
           Dealers Automated Quotation System ("NASDAQ") for the date of the
           grant of the Option, or if none, on the most recent trade date thirty
           (30) days or less prior to the date of the grant of the Option for
           which such quotations are reported. If the Shares are not then either
           listed on any such exchange or quoted on NASDAQ, the fair market
           value shall be the mean between the average of the "Bid" and the
           average of the "Ask" prices, if any, as reported in the National
           Daily Quotation Service for the date of the grant of the Option, or,
           if none, for the most recent trade date thirty (30) days or less
           prior to the date of the grant of the Option for which such
           quotations are reported. If the fair market value cannot be
           determined under the preceding three sentences, it shall be
           determined in good faith by the Committee.

     B.    NUMBER OF SHARES

           Each Option shall state the number of Shares to which it pertains.

     C.    TERM OF OPTION

           Each Incentive Option shall terminate not more than ten (10) years
           from the date of the grant thereof, or at such earlier time as the
           Option Agreement may provide, and shall be subject to earlier
           termination as herein provided, except that if the Option price is
           required under Paragraph A of this Article V to be at least one
           hundred ten percent (110%) of fair market value, each such Incentive
           Option shall terminate not more than five (5) years from the date of
           the grant thereof, and shall be subject to earlier termination as
           herein provided.

     D.    DATE OF EXERCISE

           Upon the authorization of the grant of an Option, or at any time
           thereafter, the Committee may, subject to the provisions of Paragraph
           C of this Article V, prescribe the date or dates on which the Option
           becomes exercisable, and may provide that the Option rights become
           exercisable in installments over a period of years, or upon the
           attainment of stated goals. It is expressly understood that Options
           hereunder shall, unless otherwise provided for by the Committee, be
           granted in contemplation of, and earned by the Participant through
           the completion of, future employment or service with the Company.

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     E.    MEDIUM OF PAYMENT

           The Option price shall be paid on the date of purchase specified in
           the notice of exercise, as set forth in Paragraph I. It shall be paid
           in such form (permitted by Section 422 of the Code in the case of
           Incentive Options) as the Committee shall, either by rules
           promulgated pursuant to the provisions of Article III of the Plan, or
           in the particular Option Agreement, provide.

     F.    TERMINATION OF EMPLOYMENT

           1.    A Participant who ceases to be an employee or Key Non-Employee
                 of the Company or of an Affiliate for any reason other than
                 death, Disability, or termination for cause, may exercise any
                 Option granted to such Participant, to the extent that the
                 right to purchase Shares thereunder has become exercisable by
                 the date of such termination, but only within one (1) (or such
                 other period of time as the Committee may determine, with such
                 determination in the case of an Incentive Option being made at
                 the time of the grant of the Option and not exceeding three (3)
                 months) month after such date, or, if earlier, within the
                 originally prescribed term of the Option, and subject to the
                 condition that no Option shall be exercisable after the
                 expiration of the term of the Option. A Participant's
                 employment shall not be deemed terminated by reason of a
                 transfer to another employer which is the Company or an
                 Affiliate.

           2.    A Participant who ceases to be an employee or Key Non-Employee
                 for cause shall, upon such termination, cease to have any right
                 to exercise any Option. For purposes of this Plan, cause shall
                 be deemed to include (but shall not be limited to) wrongful
                 appropriation of funds of the Company or an Affiliate,
                 divulging confidential information about the Company or an
                 Affiliate to the public, the commission of a gross misdemeanor
                 or felony, or the performance of any other action that the
                 Board or the Committee, in their sole discretion, may deem to
                 be sufficiently injurious to the interests of the Company or an
                 Affiliate to constitute substantial cause for termination. The
                 determination of the Board or the Committee as to the existence
                 of cause shall be conclusive and binding upon the Participant
                 and the Company.

           3.    Except as the Committee may otherwise expressly provide or
                 determine (consistent with Section 422 of the Code, if
                 applicable), a Participant who is absent from work with the
                 Company or an Affiliate because of temporary disability (any
                 disability other than a permanent and total Disability as
                 defined at Paragraph B(7) of Article I hereof), or who is on
                 leave of absence for any purpose permitted by the Company or by
                 any authoritative interpretation (i.e., regulation, ruling,
                 case law, etc.) of Section 422 of the Code, shall not, during
                 the period of any such absence, be deemed, by virtue

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                 of such absence alone, to have terminated his or her employment
                 or relationship with the Company or with an Affiliate.

           4.    Paragraph F(1) shall control and fix the rights of a
                 Participant who ceases to be an employee or Key Non-Employee of
                 the Company or of an Affiliate for any reason other than death,
                 Disability, or termination for cause, and who subsequently
                 becomes Disabled or dies. Nothing in Paragraphs G and H of this
                 Article V shall be applicable in any such case except that, in
                 the event of such a subsequent Disability or death within the
                 three (3) month period after the termination of employment or,
                 if earlier, within the originally prescribed term of the
                 Option, the Participant or the Participant's estate or personal
                 representative may exercise the Option permitted by this
                 Paragraph F, in the event of Disability, within twelve (12)
                 months after the date that the Participant ceased to be an
                 employee or Key Non-Employee of the Company or of an Affiliate
                 or, in the event of death, within twelve (12) months after the
                 date of death of such Participant.

     G.    TOTAL AND PERMANENT DISABILITY

           A Participant who ceases to be an employee or Key Non-Employee of the
           Company or of an Affiliate by reason of Disability may exercise any
           Option granted to such Participant to the extent that the right to
           purchase Shares thereunder has become exercisable on or before the
           date such Participant becomes Disabled as determined by the
           Committee.

           A Disabled Participant, or his estate or personal representative,
           shall exercise such rights, if at all, only within a period of not
           more than twelve (12) months after the date that the Participant
           became Disabled as determined by the Committee (notwithstanding that
           the Participant might have been able to exercise the Option as to
           some or all of the Shares on a later date if the Participant had not
           become Disabled) or, if earlier, within the originally prescribed
           term of the Option.

     H.    DEATH

           In the event that a Participant to whom an Option has been granted
           ceases to be an employee or Key Non-Employee of the Company or of an
           Affiliate by reason of such Participant's death, such Option, to the
           extent that the right is exercisable but not exercised on the date of
           death, may be exercised by the Participant's estate or personal
           representative within twelve (12) months after the date of death of
           such Participant or, if earlier, within the originally prescribed
           term of the Option, notwithstanding that the decedent might have been
           able to exercise the Option as to some or all of the Shares on a
           later date if the Participant were alive and had continued to be an
           employee or Key Non-Employee of the Company or of an Affiliate.

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     I.    EXERCISE OF OPTION AND ISSUE OF STOCK

           Options shall be exercised by giving written notice to the Company.
           Such written notice shall: (l) be signed by the person exercising the
           Option, (2) state the number of Shares with respect to which the
           Option is being exercised, (3) contain the warranty required by
           paragraph M of this Article V, and (4) specify a date (other than a
           Saturday, Sunday or legal holiday) not less than five (5) nor more
           than ten (10) days after the date of such written notice, as the date
           on which the Shares will be purchased. Such tender and conveyance
           shall take place at the principal office of the Company during
           ordinary business hours, or at such other hour and place agreed upon
           by the Company and the person or persons exercising the Option. On
           the date specified in such written notice (which date may be extended
           by the Company in order to comply with any law or regulation which
           requires the Company to take any action with respect to the Option
           Shares prior to the issuance thereof, whether pursuant to the
           provisions of Article VI or otherwise), the Company shall accept
           payment for the Option Shares and shall deliver to the person or
           persons exercising the Option in exchange therefor an appropriate
           certificate or certificates for fully paid non-assessable Shares. In
           the event of any failure to take up and pay for the number of Shares
           specified in such written notice on the date set forth therein (or on
           the extended date as above provided), the right to exercise the
           Option shall terminate with respect to such number of Shares, but
           shall continue with respect to the remaining Shares covered by the
           Option and not yet acquired pursuant thereto.

     J.    RIGHTS AS A STOCKHOLDER

           No Participant to whom an Option has been granted shall have rights
           as a stockholder with respect to any Shares covered by such Option
           except as to such Shares as have been issued to or registered in the
           Company's share register in the name of such Participant upon the due
           exercise of the Option and tender of the full Option price.

     K.    ASSIGNABILITY AND TRANSFERABILITY OF OPTION

           Unless otherwise permitted by the Code and by Rule 16b-3 of the
           Exchange Act, if applicable, and approved in advance by the
           Committee, an Option granted to a Participant shall not be
           transferable by the Participant and shall be exercisable, during the
           Participant's lifetime, only by such Participant or, in the event of
           the Participant's incapacity, his guardian or legal representative.
           Except as otherwise permitted herein, such Option shall not be
           assigned, pledged or hypothecated in any way (whether by operation of
           law or otherwise) and shall not be subject to execution, attachment,
           or similar process. Any attempted transfer, assignment, pledge,
           hypothecation or other disposition of any Option or of any rights
           granted thereunder contrary to the provisions of this Paragraph K, or
           the levy of any attachment or similar process upon an Option or such
           rights, shall be null and void.

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     L.    OTHER PROVISIONS

           The Option Agreement for an Incentive Option shall contain such
           limitations and restrictions upon the exercise of the Option as shall
           be necessary in order that such Option can be an "incentive stock
           option" within the meaning of Section 422 of the Code. Further, the
           Option Agreements authorized under the Plan shall be subject to such
           other terms and conditions including, without limitation,
           restrictions upon the exercise of the Option, as the Committee shall
           deem advisable and which, in the case of Incentive Options, are not
           inconsistent with the requirements of Section 422 of the Code.

     M.    PURCHASE FOR INVESTMENT

           Unless the Shares to be issued upon the particular exercise of an
           Option shall have been effectively registered under the Securities
           Act of 1933, as now in force or hereafter amended, the Company shall
           be under no obligation to issue the Shares covered by such exercise
           unless and until the following conditions have been fulfilled. In
           accordance with the direction of the Committee, the persons who
           exercise such Option shall warrant to the Company that, at the time
           of such exercise, such persons are acquiring their Option Shares for
           investment and not with a view to, or for sale in connection with,
           the distribution of any such Shares, and shall make such other
           representations, warranties, acknowledgments and affirmations, if
           any, as the Committee may require. In such event, the persons
           acquiring such Shares shall be bound by the provisions of the
           following legend (or similar legend) which shall be endorsed upon the
           certificate(s) evidencing their Option Shares issued pursuant to such
           exercise.

                   "The shares represented by this certificate have been
                   acquired for investment and they may not be sold or otherwise
                   transferred by any person, including a pledgee, in the
                   absence of an effective registration statement for the shares
                   under the Securities Act of 1933 or an opinion of counsel
                   satisfactory to the Company that an exemption from
                   registration is then available."

                   "The shares of stock represented by this certificate are
                   subject to the terms and conditions of a certain Option
                   Agreement dated as of _________, 20__, between the Company
                   and the optionee. A copy of the Agreement is on file in the
                   office of the Secretary of the Company. The Agreement
                   provides, among other things, for restrictions upon the
                   holder's right to transfer the shares represented hereby, and
                   for certain prior rights to purchase and certain obligations
                   to sell the shares of common stock evidenced by this
                   certificate at a designated purchase price determined in
                   accordance with certain procedures. Any attempted transfer of
                   these shares other than in compliance with the Agreement
                   shall be void and of no effect. By accepting the shares of
                   stock evidenced by this certificate, any permitted transferee
                   agrees to be bound by all of the terms and conditions of said
                   Agreement."


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         Without limiting the generality of the foregoing, the Company may delay
         issuance of the Shares until completion of any action or obtaining any
         consent that the Company deems necessary under any applicable law
         (including without limitation state securities or "blue sky" laws).

VI.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY

     If the outstanding Shares of the Company are changed into or exchanged for
     a different number or kind of shares or other securities of the Company or
     of another corporation by reason of any reorganization, merger, or
     consolidation, or if a change is made to the Common Stock of the Company by
     reason of any recapitalization, reclassification, change in par value,
     stock split, reverse stock split, combination of shares or dividend payable
     in capital stock, or the like, the Company shall make adjustments to such
     Options (including, by way of example and not by way of limitation, the
     grant of substitute options under the Plan or under the plan of such other
     corporation) as it may determine to be appropriate under the circumstances,
     and, in addition, appropriate adjustments shall be made in the number and
     kind of shares and in the option price per share subject to outstanding
     options under the Plan or under the plan of such successor corporation. No
     such adjustment shall be made which shall, within the meaning of Section
     424 of the Code, constitute such a modification, extension, or renewal of
     an option as to cause the adjustment to be considered as the grant of a new
     option.

     Notwithstanding anything herein to the contrary, the Company may, in its
     sole discretion, accelerate the timing of the exercise provisions of any
     Option in the event of (i) the adoption of a plan of merger or
     consolidation under which all the Shares of the Company would be
     eliminated, or (ii) a sale of all or substantially all of the Company's
     assets or Shares. Alternatively, the Company may, in its sole discretion,
     cancel any or all Options upon any of the foregoing events and provide for
     the payment to Participants in cash of an amount equal to the difference
     between the Option price and the price of a Share, as determined in good
     faith by the Committee, at the close of business on the date of such event,
     multiplied by the number of Shares subject to Option so canceled. The
     preceding two sentences of this Article VI notwithstanding, the Company
     shall be required to accelerate the timing of the exercise provisions of
     any Option if (i) any such business combination is to be accounted for as a
     pooling-of-interests under APB Opinion 16 (or any successor opinion) and
     (ii) the timing of such acceleration does not prevent such
     pooling-of-interests treatment; provided, moreover, that if any provision
     of the Plan or Option Agreement would disqualify the combination from
     pooling-of-interests accounting treatment, then the Plan and Option
     Agreement shall be interpreted to preserve such accounting treatment or, if
     necessary, the applicable provision shall be null and void. All
     determinations to be made in connection with the preceding sentence shall
     be made by the independent accounting firm whose opinion with respect to
     the pooling-of-interests treatment is required as a condition to the
     Company's consummation of such combination.

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      Upon a business combination by the Company or any of its Affiliates with
      any corporation or other entity through the adoption of a plan of merger
      or consolidation or a share exchange or through the purchase of all or
      substantially all of the capital stock or assets of such other corporation
      or entity, the Board or the Committee may, in its sole discretion, grant
      Options pursuant hereto to all or any persons who, on the effective date
      of such transaction, hold outstanding options to purchase securities of
      such other corporation or entity and who, on and after the effective date
      of such transaction, will become employees or directors of, or consultants
      to, the Company or its Affiliates. The number of Shares subject to such
      substitute Options shall be determined in accordance with the terms of the
      transaction by which the business combination is effected. Notwithstanding
      the other provisions of this Plan, the other terms of such substitute
      Options shall be substantially the same as or economically equivalent to
      the terms of the options for which such Options are substituted, all as
      determined by the Board or by the Committee, as the case may be. Upon the
      grant of substitute Options pursuant hereto, the options to purchase
      securities of such other corporation or entity for which such Options are
      substituted shall be canceled immediately.

VII.  DISSOLUTION OR LIQUIDATION OF THE COMPANY

      Upon the dissolution or liquidation of the Company other than in
      connection with a transaction to which the preceding Article VI is
      applicable, all Options granted hereunder shall terminate and become null
      and void; provided, however, that if the rights of a Participant under the
      applicable Options have not otherwise terminated and expired, the
      Participant shall have the right immediately prior to such dissolution or
      liquidation to exercise any Option granted hereunder to the extent that
      the right to purchase shares thereunder has become exercisable as of the
      date immediately prior to such dissolution or liquidation.

VIII. TERMINATION OF THE PLAN

      The Plan shall terminate (10) years from the earlier of the date of its
      adoption or the date of its approval by the stockholders. The Plan may be
      terminated at an earlier date by vote of the stockholders or the Board;
      provided, however, that any such earlier termination shall not affect any
      Options granted or Option Agreements executed prior to the effective date
      of such termination. Except as may otherwise be provided for under
      Articles VI and VII, and notwithstanding the termination of the Plan, any
      Options granted prior to the effective date of the Plan's termination may
      be exercised until the earlier of (i) the date set forth in the Option
      Agreement, or (ii) ten (10) years from the date the Option is granted, and
      the provisions of the Plan with respect to the full and final authority of
      the Committee under the Plan shall continue to control.

IX.   AMENDMENT OF THE PLAN

      The Plan may be amended by the Board and such amendment shall become
      effective upon adoption by the Board; provided, however, that any
      amendment shall be subject to the approval of the stockholders of the
      Company at or before the next annual meeting of

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      the stockholders of the Company if such stockholder approval is required
      by the Code, any federal or state law or regulation, the rules of any
      stock exchange or automated quotation system on which the Shares may be
      listed or quoted, or if the Board, in its discretion, determines to submit
      such changes to the Plan to its stockholders for approval.

X.    EMPLOYMENT RELATIONSHIP

      Nothing herein contained shall be deemed to prevent the Company or an
      Affiliate from terminating the employment of a Participant, nor to prevent
      a Participant from terminating the Participant's employment with the
      Company or an Affiliate, unless otherwise limited by an agreement between
      the Company (or an Affiliate) and the Participant.

XI.   INDEMNIFICATION OF COMMITTEE

      In addition to such other rights of indemnification as they may have as
      directors or as members of the Committee, the members of the Committee
      shall be indemnified by the Company against all reasonable expenses,
      including attorneys' fees, actually and reasonably incurred in connection
      with the defense of any action, suit or proceeding, or in connection with
      any appeal therein, to which they or any of them may be a party by reason
      of any action taken by them as members of the Committee and against all
      amounts paid by them in settlement thereof (provided such settlement is
      approved by independent legal counsel selected by the Company) or paid by
      them in satisfaction of a judgment in any such action, suit or proceeding,
      except in relation to matters as to which it shall be adjudged in such
      action, suit or proceeding that the Committee member is liable for gross
      negligence or willful misconduct in the performance of his or her duties.
      To receive such indemnification, a Committee member must first offer in
      writing to the Company the opportunity, at its own expense, to defend any
      such action, suit or proceeding.

XII.  MITIGATION OF EXCISE TAX

      Unless otherwise provided for in the Option Agreement or in any other
      agreement between the Company (or an Affiliate) and the Participant, if
      any payment or right accruing to a Participant under this Plan (without
      the application of this Article XII), either alone or together with other
      payments or rights accruing to the Participant from the Company or an
      Affiliate ("Total Payments") would constitute a "parachute payment" (as
      defined in Section 280G of the Code and regulations thereunder), such
      payment or right shall be reduced to the largest amount or greatest right
      that will result in no portion of the amount payable or right accruing
      under the Plan being subject to an excise tax under Section 4999 of the
      Code or being disallowed as a deduction under Section 280G of the Code.
      The determination of whether any reduction in the rights or payments under
      this Plan is to apply shall be made by the Company. The Participant shall
      cooperate in good faith with the Company in making such determination and
      providing any necessary information for this purpose.

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XIII. SAVINGS CLAUSE

      This Plan is intended to comply in all respects with applicable law and
      regulations, including, (i) with respect to those Participants who are
      officers or directors for purposes of Section 16 of the Exchange Act, Rule
      16b-3 of the Securities and Exchange Commission, if applicable, and (ii)
      with respect to executive officers, Code Section 162(m). In case any one
      or more provisions of this Plan shall be held invalid, illegal, or
      unenforceable in any respect under applicable law and regulation
      (including Rule 16b-3 and Code Section 162(m)), the validity, legality,
      and enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby and the invalid, illegal, or unenforceable
      provision shall be deemed null and void; however, to the extent permitted
      by law, any provision that could be deemed null and void shall first be
      construed, interpreted, or revised retroactively to permit this Plan to be
      construed in compliance with all applicable law (including Rule 16b-3 and
      Code Section 162(m)) so as to foster the intent of this Plan.
      Notwithstanding anything herein to the contrary, with respect to
      Participants who are officers and directors for purposes of Section 16 of
      the Exchange Act, no grant of an Option to purchase Shares shall permit
      unrestricted ownership of Shares by the Participant for at least six (6)
      months from the date of the grant of such Option, unless the Board
      determines that the grant of such Option to purchase Shares otherwise
      satisfies the then current Rule 16b-3 requirements.

XIV.  WITHHOLDING

      Except as otherwise provided by the Committee,

      A.  The Company shall have the power and right to deduct or withhold, or
          require a Participant to remit to the Company, an amount sufficient to
          satisfy the minimum federal, state, and local taxes required by law to
          be withheld with respect to any grant, exercise, or payment made under
          or as a result of this Plan; and

      B.  In the case of any taxable event hereunder, a Participant may elect,
          subject to the approval in advance by the Committee, to satisfy the
          withholding requirement, if any, in whole or in part, by having the
          Company withhold Shares of Common Stock that would otherwise be
          transferred to the Participant having a Fair Market Value, on the date
          the tax is to be determined, equal to the minimum marginal tax that
          could be imposed on the transaction. All elections shall be made in
          writing and signed by the Participant.

XV.   EFFECTIVE DATE

      This Plan shall become effective upon adoption by the Board, provided that
      within one (1) year before or after such adoption by the Board (or within
      such earlier time period as may be required by the Exchange Act, if
      applicable) the Plan is approved by the stockholders of the Company. If
      such approval is not obtained, then this Plan and all Options granted
      hereunder shall be null and void ab initio.

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XVI.  GOVERNING LAW

      This Plan shall be governed by the laws of the State of Illinois and
      construed in accordance therewith.

Adopted this 17th day of October, 2000.

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