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                                                                     EXHIBIT 4.1

                              AMENDED AND RESTATED

                             MAI SYSTEMS CORPORATION

                             1993 STOCK OPTION PLAN


                                    ARTICLE I

                                    PURPOSES

     1.1. PURPOSE OF PLAN. The purposes of the MAI Systems Corporation 1993
Stock Option Plan (the "Plan") are to advance the interests of MAI Systems
Corporation (the "Company") and its shareholders by providing significant
incentives to selected officers and key employees of the Company who contribute
and are expected to contribute to the success of the Company, and to enhance the
interest of such officers and employees in the Company's success and progress by
providing them with an opportunity to become shareholders of the Company.
Further, the Plan is designed to enhance the Company's ability to attract and
retain qualified employees necessary for the success and progress of the
Company.

                                   ARTICLE II

                                   DEFINITIONS

     2.1. DEFINITIONS. Certain terms used herein shall have the meaning below
stated, subject to the provisions of Section 7.1 hereof.

     (a) "Board" or "Board of Directors" means the Board of Directors of the
Company.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Committee" means either (i) the Board of Directors or (ii) the
Compensation Committee of the Board of Directors or such other committee of the
Board as shall be appointed by the Board to administer the Plan pursuant to
Article VII hereof.

     (d) "Common Stock" means, subject to the provisions of Section 9.3, the
authorized common stock of the Company, par value $.01 per share.

     (e) "Company" means MAI Systems Corporation.

     (f) "Effective Date" means the date on which the Company's plan of
reorganization is confirmed by the Bankruptcy Court.

     (g) "Employee" means an officer or other common law employee of the Company
or a Subsidiary, including a member of the Board who is also a common law
employee (such term also includes consultants and other persons to the extent
permitted by the instructions to Form S-8 under the Securities Act of 1993, as
amended).

     (h) "Fair Market Value" means, in respect of a share of Common Stock on any
date, the last reported sales price regular way on such date or, in case no such
reported sale takes place on such date, the last reported sales price regular
way on the day preceding such date on which a reported sale occurred, in either
case on the New York Stock Exchange or, if at the time the Common Stock is not
listed or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if at the time the Common Stock is not listed or admitted to trading on any
national securities exchange, in the National Association of Securities Dealers
Automated Quotations National Market System or, if at the time the Common Stock
is not listed or admitted to trading on any national securities exchange or
quoted on such National Market System, the average of the closing bid and asked
prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Company for that purpose
or, if the Common Stock is not traded over-the-counter, as determined by the
Committee using any reasonable valuation method.


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     (i) "Incentive Stock Option" means an Option to purchase Common Stock,
granted by the Company to an Employee pursuant to Section 5.1 hereof, which
meets the requirements of Section 422 of the Code.

     (j) "Nonstatutory Stock Option" means and Option to purchase Common Stock,
granted by the Company to an Employee pursuant to Section 5.1 hereof, which does
not meet the requirements of Section 422 of the Code or which provides, as of
the time the Option is granted, that it will not be treated as an Incentive
Stock Option.

     (k) "Option" means an Incentive Stock Option or a Nonstatutory Stock
Option.

     (l) "Option Agreement" means an agreement between the Company and an
Optionee evidencing the terms of an Option Granted under the Plan.

     (m) "Optionee" means an Employee to whom an Option has been granted under
the Plan.

     (n) "Plan" means the MAI Systems Corporation 1993 Stock Option Plan, as set
forth herein and as from time to time amended.

     (o) "Subsidiary" means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

                                   ARTICLE III

     EFFECTIVE DATE OF THE PLAN; RESERVATION OF SHARES

     3.1. EFFECTIVE DATE. The Plan shall become effective as of the Effective
Date.

     3.2. SHARES RESERVED UNDER PLAN. The aggregate number of shares of Common
Stock which may be issued upon the exercise of Options granted under the Plan
shall not exceed 2,500,000 of the authorized shares of Common Stock on the
Effective Date, all or any part of which may be issued pursuant to Incentive
Stock Options or Nonstatutory Stock Options or any combination thereof. Shares
of Common Stock issued upon the exercise of Options granted under the Plan may
consist of either authorized but unissued shares or shares which have been
issued and which shall have been reacquired by the Company. The total number of
shares authorized under the Plan shall be subject to increase or decrease in
order to give effect to the provisions of Section 9.3 and to give effect to any
amendment adopted pursuant to Article VIII. If any Option granted under the Plan
shall expire, terminate or be cancelled for any reason without having been
exercised in full, the number of shares as to which such Option was not
exercised shall again be available for purposes of the Plan. The Company shall
at all times while the Plan is in effect reserve such number of shares of Common
Stock as will be sufficient to satisfy the requirements of the Plan.

                                   ARTICLE IV

                              PARTICIPATION IN PLAN

     4.1. ELIGIBILITY. Options under the Plan may be granted to any key Employee
of the Company or a Subsidiary who performs services for the Company or a
Subsidiary that the Committee deems to be of special importance to the growth
and success of the Company. The Committee shall determine those Employees to
whom Options shall be granted, the type of Option to be granted to each such
person, and, subject to Section 3.2 hereof, the number of shares of Common Stock
subject to each such Option.

     4.2. PARTICIPATION NOT GUARANTEE OF EMPLOYMENT OR RETENTION. Nothing in
this Plan or in any Option Agreement shall in any manner be construed to limit
in any way the right of the Company or any Subsidiary to terminate an Employee's
employment at any time, without regard to the effect of such termination on any
rights such Employee would otherwise have under this Plan, or give any right to
an Employee to remain employed by the Company or a Subsidiary thereof in any
particular position or at any particular rate of compensation.


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                                    ARTICLE V

                          GRANT AND EXERCISE OF OPTIONS

     5.1. GRANT OF OPTIONS. The Committee may from time to time in its
discretion grant Incentive Stock Options and/or Nonstatutory Stock Options to
Employees at any time after the Effective Date. All Options under the Plan shall
be granted within ten (10) years from the date the Plan is adopted by the Board
or the date the Plan is approved by the stockholders of the Company, whichever
is earlier.

     5.2. OPTION TERMS. Options granted under the Plan shall be subject to the
following requirements:

          (a) Option Price. The exercise price of each Incentive Stock Option
     shall not be less than the higher of the par value or 100% of the Fair
     Market Value of the shares of Common Stock subject to the Option on the
     date the Option is granted. The exercise price of each Nonstatutory Stock
     Option shall be the amount determined by the Committee as set forth in the
     applicable Option Agreement, provided that such amount shall not be less
     than the higher of the par value or 85% of the Fair Market Value of the
     shares of Common Stock subject to the Option on the date the Option is
     granted. The exercise price of an Option may be subject to adjustment
     pursuant to Section 9.3 hereof.

          (b) Term of Option. The term during which an Option is exercisable
     shall be that period determined by the Committee as set forth in the
     applicable Option Agreement, provided that no Option shall have a term that
     exceeds a period of 10 years from the date of its grant.

          (c) Nontransferability of Option. No Option granted under the Plan
     shall be transferable by the Optionee otherwise than by will or the laws of
     descent and distribution, and each such Option shall be exercisable during
     the Optionee's lifetime only by him. No transfer of an Option by an
     Optionee by will or by the laws of descent and distribution shall be
     effective to bind the Company unless the Company shall have been furnished
     with written notice thereof and a copy of the will and/or such other
     evidence as the Committee may determine necessary to establish the validity
     of the transfer.

          (d) Exercise of Option. Unless the Option Agreement pursuant to which
     an Option is granted provides otherwise, each Option shall become
     exercisable, on a cumulative basis, with respect to 20% of the aggregate
     number of the shares of Common Stock covered thereby on the first
     anniversary of the date of grant and with respect to an additional 20% of
     the shares of Common Stock covered thereby on each of the next four
     succeeding anniversaries of the date of grant. Any portion of an Option
     which has become exercisable shall remain exercisable until it is exercised
     in full or terminates pursuant to the terms of the Plan or the Option
     Agreement pursuant to which it is granted.

          (e) Acceleration of Exercise on Change of Control. Notwithstanding the
     provisions of paragraph (d) of this Section or any other restrictions
     limiting the number of shares of Common Stock as to which an Option may be
     exercised, each Option shall become immediately exercisable in full upon
     and simultaneously with any "Change of Control" of the Company. For
     purposes of this Plan, a "Change of Control" shall be deemed to have
     occurred if:

               (i) any "person," as such term is used in Sections 13(d) and
          14(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") (other than the Company, any employee benefit plan
          sponsored by the Company, any trustee or other fiduciary holding
          securities under an employee benefit plan of the Company, or any
          corporation owned, directly or indirectly, by the stockholders of the
          Company in substantially the same proportions as their ownership of
          stock of the Company), is or becomes the "beneficial owner" (as
          defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
          of securities of the Company representing 50% or more of the combined
          voting power of the Company's then outstanding securities;

               (ii) during any period of two consecutive years individuals who
          at the beginning of such period constitute the Board, and any new
          director (other than a director designated by a person who has entered
          into an agreement with the Company to effect a transaction described
          in clause (i), (iii) or (iv) of this Section) whose election by the
          Board of nomination for election by the Company's stockholders was
          approved by a vote of at least two-thirds (2/3) of the directors then
          still in office who either were directors at the beginning of the
          period or whose election or nomination for election was previously so
          approved cease for any reason to constitute at least a majority
          thereof;

               (iii) the stockholders of the Company approve a merger or
          consolidation of the Company with any other corporation, other than a
          merger or consolidation which would result in the voting securities of
          the Company outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity) more than 50% of the
          combined voting power of the voting securities of the Company or such
          surviving entity outstanding immediately after such merger or
          consolidation; or

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               (iv) the stockholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets.
          For the purposes of this subsection (iv), "substantially all" of the
          Company's assets shall mean any of the following:

                    (A) assets for which the price or consideration upon sale or
               disposition equals or exceeds fifty percent (50%) or more of the
               book value of the total assets of the Company;

                    (B) assets for which the price or consideration upon sale or
               disposition equals or exceeds fifty percent (50%) or more of the
               fair market value of the Company (which for purposes of this
               subsection (iv) shall be the number of shares of voting
               securities outstanding on the date on which the change of control
               of the Company is deemed to occur multiplied by the Fair Market
               Value of said securities; or

                    (C) assets that generated fifty percent (50%) or more of the
               Company's reported net sales or net income in either of the two
               (2) taxable years ended prior to the date on which the change of
               control of the Company is deemed to occur.

          Notwithstanding the foregoing provisions of this Section 5.3(e), as
          long as Brooke Group, Ltd. (BGL) and/or any affiliate thereof shall
          own stock of the Company representing 50% or more of the combined
          voting power for the election of directors, (x) the beneficial
          ownership of such stock by BGL and/or any affiliate, and (y) any
          acquisition of additional voting stock by BGL and/or any affiliate
          shall not constitute a Change of Control.

     (f) Incentive Stock Options Granted to Ten Percent Shareholders. No
Incentive Stock Options shall be granted to any Employee who owns, directly or
indirectly within the meaning of Section 424(d) of the Code, stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary, unless at the time the Incentive Stock Option is
granted, the exercise price of the Incentive Stock Option is at least 110% of
the Fair Market Value of the Common Stock subject to such Incentive Stock Option
and such Incentive Stock Option, by its terms, is not exercisable after the
expiration of five years from the date such Incentive Stock Option is granted.

     (g) Limitation on Incentive Stock Options. To the extent that the aggregate
Fair Market Value of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year (under all plans of the Company and its parent and subsidiary corporations)
exceeds $100,000, such Options shall be treated as Nonstatutory Options. For
this purpose, Options shall be taken into account in the order in which they
were granted and the Fair Market Value of the Common Stock shall be determined
as of the time the Option with respect to such Common Stock is granted.

     5.3. PAYMENT OF EXERCISE PRICE AND DELIVERY OF SHARES.

     (a) Notice and Payment for Shares. Each Option shall be exercised by
delivery of a written notice to the Company in such form as the Committee shall
approve stating the number of the whole shares of Common Stock as to which the
Option is being exercised and accompanied by payment therefor. No Option shall
be deemed exercised in the event that payment therefor is not received and
shares of Common Stock shall not be issued upon the exercise of an Option unless
the exercise price is paid in full. Payment for shares of Common Stock purchased
upon the exercise of an Option shall be made by (i) cash, (ii) certified check
payable to the order of the Company, (iii) outstanding shares of Common Stock
duly endorsed to the Company (which shares of Common Stock shall be valued at
their Fair Market Value as of the day preceding the date of such exercise), (iv)
any combination of the foregoing, or (v) such other method of payment as may be
provided in the applicable Option Agreement.

     (b) Rights of Optionee in Stock. Neither any Optionee nor the legal
representatives, heirs, legatees or distributees of any Optionee, shall be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock issuable upon exercise of an Option
granted hereunder unless and until such shares are issued to him or them and
such person or persons have received a certificate or certificates therefor.
Upon the issuance and receipt of such certificate or certificates, such Optionee
or the legal representatives, heirs, legatees or distributees of such Optionee
shall have absolute ownership of the shares of Common Stock evidenced thereby,
including the right to vote such shares, to the same extent as any other owner
of shares of Common Stock, and to receive dividends thereon, subject, however,
to the terms, conditions and restrictions of this Plan.


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                                   ARTICLE VI

                              TERMINATION AND DEATH

     6.1. TERMINATION OTHER THAN BY DEATH OR FOR CAUSE. If an Optionee's
position as an Employee of the Company or a Subsidiary terminates for any reason
other than death or for Cause (as defined in Section 6.2) he may, unless the
applicable Option Agreement provides otherwise, exercise an Option previously
granted within three months after the date of such termination, but in no event
later than the date on which the Option would have expired in accordance with
its terms. To the extent the Option is not so exercised, it shall expire at the
end of such three-month period.

     6.2. TERMINATION FOR CAUSE. If an Optionee's position as an Employee of the
Company or a Subsidiary is terminated for Cause, any Option theretofore granted
to him shall expire and cease to be exercisable on the date notice of such
termination is delivered to the Optionee. "Cause" shall mean (a) the willful and
continued failure by an Optionee to substantially perform his duties with the
Company (other than any such failure resulting from his incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Optionee by the Board, which demand specifically identifies
the manner in which the Board believes that the Optionee has not substantially
performed his duties, or (b) the willful engaging by the Optionee in conduct
which is demonstrably and materially injurious to the Company, monetarily or
otherwise. For purposes of this Section 6.2, no act, or failure to act, shall be
deemed "willful" unless done, or omitted to be done, not in good faith and
without reasonable belief that such action or omission was in the best interest
of the Company.

     6.3. DEATH. If an Optionee dies (i) while he is an Employee of the Company
or a Subsidiary or (ii) during the three-month period after the termination of
his position as an Employee of the Company or a Subsidiary, and at the time of
his death the Optionee was entitled to exercise an Option theretofore granted to
him, such Option shall, unless the applicable Option Agreement provides
otherwise, expire one year after the date of his death, but in no event later
than the date on which the Option would have expired if the Optionee had lived.
During such one-year period the Option may be exercised by the Optionee's
executor or administrator or by any person or persons who shall have acquired
the Option directly from the Optionee by bequest or inheritance, but only to the
extent that the Optionee was entitled to exercise the Option at the date of his
death and, to the extent the Option is not so exercised, it shall expire at the
end of such one-year period.

                                   ARTICLE VII

                             ADMINISTRATION OF PLAN

     7.1. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors or such other committee as may be appointed
by the Board of Directors of the Company, which Committee shall consist of not
less than two members, all of whom are members of the Board of Directors. A
majority of the Committee shall constitute a quorum thereof and the actions of a
majority of the Committee at a meeting at which a quorum is present, or actions
unanimously approved in writing by all members of the Committee, shall be the
actions of the Committee. Vacancies occurring on the Committee shall be filled
by the Board. The Committee shall have full and final authority (i) to interpret
the Plan and each of the Option Agreements, (ii) to prescribe, amend and rescind
rules and regulations, if any, relating to the Plan, (iii) to make all
determinations necessary or advisable for the administration of the Plan and
(iv) to correct any defect, supply any omission and reconcile any inconsistency
in the Plan and any Option Agreement. The Committee's determination in all
matters referred to herein shall be conclusive and binding for all purposes and
upon all persons including, but without limitation, the Company, the
shareholders of the Company, the Committee, and each of the members thereof,
Employees and their respective successors in interest.

     7.2. LIABILITY. No member of the Committee shall be liable for anything
done or omitted to be done by him or by any other member of the Committee in
connection with the Plan, except for his own willful misconduct or gross
negligence. The Committee shall have power to engage outside consultants,
auditors or other professional help to assist in the fulfillment of the
Committee's duties under the Plan at the Company's expense.

     7.3. DETERMINATIONS. In making its determinations concerning the key
Employees who shall receive Options as well as the number of shares to be
covered thereby and the time or times at which they shall be granted, the
Committee shall take into account the nature of the services rendered by such
key Employees, their past, present and potential contribution to the Company's
success and such other factors as the Committee may deem relevant. The Committee
shall determine the form of Option Agreements under the Plan and the terms and
conditions to be included therein, provided such terms and conditions are not
inconsistent with the terms of the Plan. The Committee may waive any provisions
of any Option Agreement, provided such waiver is not inconsistent with the terms
of the Plan as then in effect. The Committee's determinations under the Plan
need not be uniform and may be made by it selectively among persons who receive,
or are eligible to receive, Options under the Plan, whether or not such persons
are similarly situated.


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                                  ARTICLE VIII

                        AMENDMENT AND TERMINATION OF PLAN

     8.1. AMENDMENT OF PLAN. (a) Generally. The Plan may be amended at any time
and from time to time by the Board, but, except as provided by Section 9.3, no
amendment which (i) increases the aggregate number of shares of Common Stock
which may be issued pursuant to Options granted under the Plan, (ii) decreases
the minimum Incentive Stock Option exercise price provided in the Plan, (iii)
extends the period during which Options may be granted pursuant to the Plan,
(iv) changes the class of individuals eligible to the granted Options, (v)
materially increases the benefits provided by the Plan, or (vi) has the effect
of any of the above shall be effective unless and until the same is approved by
the affirmative vote of the holders of a majority of the outstanding shares of
the Company's voting stock, either in person or by proxy, in accordance with the
applicable provisions of the charter and bylaws of the Company and applicable
State law. No amendment to the Plan shall, without the consent of an Optionee,
affect such Optionee's rights under an Option previously granted.

     (b) Amendments Relating to Incentive Stock Options. To the extent
applicable, the Plan is intended to permit the issuance of Incentive Stock
Options to Employees in accordance with the provisions of Section 422 of the
Code. Subject to paragraph 8.1(a) above, the Plan and Option Agreements may be
modified or amended at any time, both prospectively and retroactively, and in a
manner that may affect Incentive Stock Options previously granted, if such
amendment or modification is necessary for the Plan and Incentive Stock Options
granted hereunder to qualify under said provisions of the Code.

     8.2. TERMINATION. The Board may at any time terminate the Plan as of any
date specified in a resolution adopted by the Board. If not earlier terminated,
the Plan shall terminate on June 27, 2003. No Options may be granted after the
Plan has terminated, but the Committee shall continue to supervise the
administration of Options previously granted.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     9.1. RESTRICTIONS UPON GRANT OF OPTIONS. If the listing upon any stock
exchange or the registration or qualification under any federal or state law of
any shares of Common Stock to be issued on the exercise of Options granted under
this Plan (whether to permit the grant of Options or the resale or other
disposition of any such shares of Common Stock by or on behalf of Optionees
receiving such shares) should be or become necessary or desirable, the Board in
its sole discretion may determine that delivery of the certificates for such
shares of Common Stock shall not be made until such listing, registration or
qualification shall have been completed. The Company agrees that it will use its
best efforts to effect any such listing, registration or qualification,
provided, however, that the Company shall not be required to use its best
efforts to effect such registration under the Securities Act of 1933 other than
on Form S-8 or such other forms as may be in effect from time to time calling
for information comparable to that presently required to be furnished under Form
S-8.

     9.2. RESTRICTIONS UPON RESALE OF UNREGISTERED STOCK. Each Optionee shall,
if the Company deems it advisable, represent and agree in writing (i) that any
shares of Common Stock acquired by such Optionee pursuant to this Plan will not
be sold except pursuant to an effective registration statement under the
Securities Act of 1933 or pursuant to an exemption from registration under said
Ac, (ii) that such Optionee is acquiring such shares of Common Stock for his own
account and not with a view to the distribution thereof, and (iii) to such other
customary matters as the Company may request. In such case, no shares of Common
Stock shall be issued to such Optionee unless such Optionee provides such
representations and agreements and the Company is reasonably satisfied that such
representations and agreements are correct.

     9.3. ADJUSTMENTS. The number of shares of Common Stock of the Company
authorized for issuance under the Plan, as well as the price to be paid and the
number of shares issued upon exercise of outstanding Options, shall be subject
to adjustment by the Committee, in its sole discretion, to reflect any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares or other similar event.

     9.4. WITHHOLDING OF TAXES. (a) Each Optionee who exercises a Nonstatutory
Stock Option shall agree that no later than the date of such exercise or receipt
of shares of Common Stock pursuant thereto he will pay to the Company, 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 with respect to
the transfer to him of such shares of Common Stock.


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     (b) The applicable Option Agreement may provide that an Optionee may
satisfy, in whole or in part, the requirements of paragraph (a):

          (i) by delivery of shares of Common Stock owned by the Optionee for at
     least six months (or such shorter or longer period as the Committee may
     approve) having a Fair Market Value (determined as of the date of such
     delivery) equal to all or part of the amount to be so withheld, or

          (ii) by electing to have the Company withhold the requisite number of
     shares from shares otherwise deliverable pursuant to the exercise of the
     Option giving rise to the tax withholding obligation provided, however,
     that

               (A) the Optionee's election and the withholding pursuant thereto
          take effect during the period beginning on the third business day
          following the date of release for publication of the quarterly and
          annual summary statements of the Company's sales and earning's and
          ending on the twelfth business day following such date, and six months
          have elapsed since the date the Option was granted, or

               (B) such election was irrevocably made by the Optionee and filed
          with the Committee in writing at least six months in advance of the
          date on which such withholding occurs.

The Committee may require, as a condition of accepting any such delivery of
Common Stock or any such election by the Optionee, that the Optionee furnish to
the Company an opinion of counsel to the effect that such delivery or election
will not result in the Optionee incurring any liability under Section 16(b) of
the Securities Exchange Act of 1934, as amended.

     9.5. USE OF PROCEEDS. The proceeds from the sale of Common Stock pursuant
to Options granted under the Plan shall constitute general funds of the Company
and may be used for such corporate purposes as the Company may determine.

     9.6. SUBSTITUTION OF OPTIONS. (a) The Committee may, with the consent of
the holder of any Option granted under the Plan, cancel such Option and grant a
new Option in substitution therefor, provided that the Option as so substituted
shall satisfy all of the requirements of the Plan as of the date such new Option
is granted.

     (b) Options may be granted under this Plan in substitution for options held
by individuals who are employees of another corporation and who become Employees
of the Company or any Subsidiary of the Company eligible to receive Options
pursuant to the Plan as a result of a merger, consolidation, reorganization or
similar event. The terms and conditions of any Options so granted may vary from
those set forth in the Plan to the extent deemed appropriate by the Committee in
order to conform the provisions of Options granted pursuant to the Plan to the
provisions of the options in substitution for which they are granted.

     (c) Notwithstanding the foregoing, Options granted under this Plan may not
be replaced or repriced unless all of the following conditions are met:

          (i) The substitution or repricing is authorized by a compensation
committee composed entirely of independent directors to fulfill a legitimate
corporate purpose such as retention of a key employee;

          (ii) The substitution or repricing is not utilized more often than
once every two (2) years and then only to maintain option value due to extreme
circumstances beyond management's control; and

          (iii) The substitution or repricing is limited to no more than five
percent (5%) of the shares authorized for issuance under the Plan.

     9.7. NOTICES. Any notice required or permitted hereunder shall be
sufficiently given only if sent by registered or certified mail, return receipt
requested, postage prepaid, addressed to the Company at its principal place of
business, and to the Optionee at the address on file with the Company at the
time of grant hereunder, or to such other address as either party may hereafter
designate in writing by notice similarly given by one party to the other.

     9.8. GOVERNING LAW. The Plan and all determinations made and actions taken
hereunder, to the extent not otherwise governed by the Code or the laws of the
Untied States of America, shall be governed by the laws of the State of
California and construed accordingly.


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