SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                        1997 EMPLOYEE STOCK PURCHASE PLAN


     The  following  constitutes  the  provisions  of the  1997  Employee  Stock
Purchase Plan of Software Publishing Corporation Holdings, Inc.:


     1. Purpose.  The purpose of the Plan is to provide employees of the Company
and its Designated  Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated  payroll deductions.  It is the intention of the
Company to have the Plan  qualify as an  "Employee  Stock  Purchase  Plan" under
Section  423 of the Code.  The  provisions  of the Plan shall,  accordingly,  be
construed so as to extend and limit  participation  in a manner  consistent with
the requirements of that section of the Code.


     2. Definitions.

     (a) "Board" shall mean the Board of Directors of the Company.

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

     (c) "Common  Stock" shall mean the common  stock,  $.001 par value,  of the
Company.

     (d) "Company" shall mean Software Publishing Corporation Holdings,  Inc., a
Delaware corporation.

     (e)  "Compensation"  shall mean all regular  straight time gross  earnings,
exclusive of payments  for  overtime,  shift  premium,  incentive  compensation,
incentive payments, bonuses, commissions or other compensation.

     (f)  "Continuous  Status as an  Employee"  shall  mean the  absence  of any
interruption or termination of service as an Employee.  Continuous  Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave or any other leave of absence  approved by the Board,  provided  that such
leave  is for a  period  of not  more  than  90 days or  reemployment  upon  the
expiration of such leave is guaranteed by contract or statute.

     (g)  "Designated  Subsidiary"  shall  mean each  Subsidiary  which has been
designated by the Board from time to time in its sole  discretion as eligible to
participate in the Plan.


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     (h)  "Employee"  shall  mean  any  person,  including  an  officer,  who is
customarily  employed  for at least  twenty  hours  per week and more  than five
months in a calendar year by the Company or one of its Designated Subsidiaries.

     (i)  "Enrollment  Date" shall mean the first  Trading Day of each  Offering
Period of the Plan.

     (j) "Exercise Date" shall mean the last Trading Day of each Offering Period
of the Plan.

     (k)  "Offering  Period"  shall mean a period of  approximately  six months,
commencing  on the first Trading Day on or after January 1 of each calendar year
and  terminating  on the last Trading Day on or before the following June 30, or
commencing on the first Trading Day on or after July 1 of each calendar year and
terminating  on the last  Trading Day on or before the  following  December  31,
during which an option granted pursuant to the Plan may be exercised.

     (1)  "Participant"  shall mean, for any given Offering Period," an eligible
Employee who has complied with paragraph 5(a) hereof and is participating in the
Plan.

     (m) "Plan" shall mean this Employee Stock Purchase Plan.

     (n) "Subsidiary"  shall mean a corporation,  domestic or foreign,  of which
not less than 50% of the voting  shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.

     (o) "Trading Day" shall mean a day on which national stock exchanges and/or
the NASDAQ Stock Market are open for trading.


     3. Eligibility.

     (a) Any  Employee  as defined in  paragraph  2 who shall be employed by the
Company on any given  Enrollment  Date shall be eligible to  participate  in the
Plan.

     (b) Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i) if,  immediately  after the grant,
such  Employee  (or any other  person  whose stock would be  attributed  to such
Employee  pursuant to Section  424(d) of the Code)  would own stock  and/or hold
outstanding  options  to  purchase  stock  possessing  5% or more  of the  total
combined  voting power or value of all classes of stock of the Company or of any
Subsidiary of the Company, or (ii) which permits the Employee rights to purchase
stock  under  all  employee   stock  purchase  plans  of  the  Company  and  its
Subsidiaries  to accrue at a rate which exceeds  $25,000 of fair market value of
such stock  (determined  at the time such option is granted)  for each  calendar
year in which such option is outstanding at any time.

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     4. Offering Periods.  The Plan shall be implemented by consecutive Offering
Periods with a new Offering  Period  commencing  on the first  Trading Day on or
after January 1 and July 1 of each  calendar  year, or on such other date as the
Board of Directors shall determine,  and continuing  thereafter until terminated
in accordance  with  paragraph 19 hereof.  The Board of Directors of the Company
shall have the power to change the duration of Offering  Periods with respect to
future  offerings  without  stockholder  approval if such change is announced at
least fifteen days prior to the scheduled beginning of the first Offering Period
to be affected.


     5. Participation.

     (a) An eligible Employee may become a Participant in the Plan by completing
a subscription  agreement authorizing payroll deductions on the form provided by
the  Company  and  filing  it with the  Company's  payroll  office  prior to the
applicable  Enrollment  Date,  unless a later time for  filing the  subscription
agreement is set by the Board for all eligible Employees with respect to a given
Offering Period.

     (b)  Payroll  deductions  for a  Participant  shall  commence  on the first
payroll date  following  the  Enrollment  Date and shall end on the last payroll
date in the Offering Period to which such  authorization  is applicable,  unless
sooner terminated by the Participant as provided in paragraph 10 hereof.


     6. Payroll Deductions.

     (a)  At  the  time  a  Participant  in the  Plan  files  the  Participant's
subscription  agreement,  the Participant shall elect to have payroll deductions
made on each payday during the Offering  Period in an amount not exceeding  10%,
but not less than $5.00, of the Compensation  which the Participant  receives on
each payday  during the  Offering  Period,  and the  aggregate  of such  payroll
deductions  during the Offering Period shall not exceed 10% of the Participant's
aggregate Compensation during said Offering Period.

     (b) All payroll  deductions made by a Participant  shall be credited to the
Participant's  account under the Plan. A Participant may not make any additional
payments into such account.

     (c) A Participant may discontinue  participation in the Plan as provided in
paragraph  10 hereof,  or may lower or increase  (but not above 10% or less than
$5.00) the rate of the  Participant's  payroll  deductions  during the  Offering
Period by completing or filing with the Company a new  authorization for payroll
deductions; provided, however, that a Participant may not change the rate of the
Participant's  payroll  deductions more than once during an Offering Period. The

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change in rate shall be effective at the beginning of the  subsequent pay period
following the Company's receipt of the new authorization or as soon as possible.

     (d) Notwithstanding  the foregoing,  to the extent necessary to comply with
Section 423(b)(8) of the Code and paragraph 3(b) herein, a Participant's payroll
deductions  may be  decreased  to zero at such time during any  Offering  Period
which is  scheduled  to end  during  the  current  calendar  year (the  "Current
Offering  Period") in which the aggregate of all payroll  deductions  which were
previously  used to  purchase  stock under the Plan in a prior  Offering  Period
which ended during that  calendar year plus all payroll  deductions  accumulated
with respect to the Current  Offering Period equal $25,000.  Payroll  deductions
shall  recommence  at the  rate  provided  in  such  Participant's  subscription
agreement at the  beginning of the first  Offering  Period which is scheduled to
end in the following  calendar  year,  unless  terminated by the  Participant as
provided in paragraph 10 hereof.

     (e) At the time a Participant's  option is exercised,  in whole or in part,
or at the time some or all of the Common Stock issued under the Plan is disposed
of, such  Participant  must make adequate  provision for the Company's  federal,
state or  other  tax  withholding  obligations,  if any,  which  arise  upon the
exercise of the option or the  disposition of the Common Stock. At any time, the
Company may,  but will not be  obligated  to,  withhold  from the  Participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax  deductions or benefits  attributable  to sale or early  disposition  of
Common Stock by the Employee.


     7. Grant of Option.

     (a) On the Enrollment Date of each Offering Period,  each eligible Employee
participating  in such Offering Period shall be granted an option to purchase on
the Exercise Date of such Offering  Period (at the per share option price) up to
a number of shares  of Common  Stock  determined  by  dividing  such  Employee's
payroll  deductions  accumulated  during the  Offering  Period (not to exceed an
amount equal to 10% of his actual  Compensation  during such Offering Period) by
the lower of (i) 85% of the fair market  value of a share of Common Stock on the
Enrollment Date, or (ii) 85% of the fair market value of a share of Common Stock
on the Exercise Date,  subject to the  limitations  set forth in paragraphs 3(b)
and 12 hereof,  and subject to the further  limitation that the number of shares
of Common Stock  subject to any option  granted to an Employee  shall not exceed
300% of the number of shares of Common  Stock  determined  by dividing an amount
equal to 10% of the Employee's  semi-annual  Compensation as of the first day of
the  Exercise  Period by 85% of the fair market value of a share of Common Stock
on the  Enrollment  Date.  Fair market value of a share of Common Stock shall be
determined as provided in paragraph 7(b) herein.

     (b) The option  price per share of the shares  offered in a given  Offering
Period  shall be the lower of:  (i) 85% of the fair  market  value of a share of
Common  Stock on the  Enrollment  Date or (ii) 85% of the fair market value of a
share of Common Stock on the Exercise  Date. The fair market value of the Common

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Stock  on a given  date  shall be  determined  by the  Board in its  discretion;
provided, however, that where there is a public market for the Common Stock, the
fair market  value per share shall be the closing  price of the Common  Stock as
reported by the stock exchange on which shares of Common Stock are listed or the
closing bid price of the Common Stock as reported by the NASDAQ Stock Market, if
listed thereon.


     8. Exercise of Option.  A  Participant's  option for the purchase of shares
will be exercised  automatically on the Exercise Date of an Offering Period, and
the maximum number of full shares subject to option will be purchased for him at
the  applicable  option price with the  accumulated  payroll  deductions  in his
account,  unless prior to such Exercise Date the  Participant has withdrawn from
the Offering  Period.  The shares purchased upon exercise of an option hereunder
shall be deemed to be  transferred  to the  Participant  on the  Exercise  Date.
During a Participant's  lifetime,  such Participant's  option to purchase shares
hereunder is exercisable only by the Participant.  No fractional shares shall be
purchased and any cash  remaining in a  Participant's  account after an Exercise
Date shall be returned  to the  Participant  or  retained  in the  Participant's
account  for the  subsequent  Offering  Period,  as the Board  shall  determine,
subject to earlier  withdrawal  by the  Participant  as provided in paragraph 10
hereof.


     9.  Delivery.  As promptly as  practicable  after each Exercise  Date,  the
Company shall arrange the delivery to each  Participant,  as  appropriate,  of a
certificate  representing  the shares of Common Stock purchased upon exercise of
such Participant's option.


     10. Withdrawal: Termination of Employment.

     (a) The  Participant  may withdraw all but not less than all of the payroll
deductions  credited to such  Participant's  account  under the Plan at any time
prior to the Exercise Date of an Offering Period by giving written notice to the
Company.   All  of  the  Participant's   payroll  deductions  credited  to  such
Participant's  account with respect to such Offering  Period will be paid to the
Participant  promptly after receipt of such  Participant's  notice of withdrawal
and such  Participant's  option for the  Offering  Period will be  automatically
terminated, and no further payroll deductions for the purchase of shares will be
made during the Offering  Period.  If a Participant  withdraws  from an Offering
Period,  payroll  deductions  will not resume at the beginning of the succeeding
Offering  Period unless a new  subscription  agreement for such  Participant  is
delivered to the Company for such succeeding Offering Period.

     (b) Upon termination of the Participant's  Continuous Status as an Employee
prior to the  Exercise  Date of an  Offering  Period for any  reason,  including
retirement  or death,  the payroll  deductions  credited  to such  Participant's
account  will be returned to the  Participant  or, in the case of death,  to the
person  or  persons  entitled  thereto  under  paragraph  14  hereof,  and  such
Participant's option will be automatically terminated.


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     (c) In the event an  Employee  fails to  maintain  Continuous  Status as an
Employee during an Offering  Period in which the Employee is a Participant,  the
Employee  will be  deemed  to have  elected  to  withdraw  from the Plan and the
payroll  deductions  credited to the Employee's  account will be returned to the
Employee and the Employee's option  terminated.  Notwithstanding  the foregoing,
(i) if an Employee  shall take an unpaid leave of absence  approved by the Board
in accordance with paragraph 2(f) hereof of more than 30 days during an Offering
Period  in which  the  Employee  is a  Participant,  he will be  deemed  to have
withdrawn from the Offering Period on the 31st day of such leave, and (ii) if an
Employee shall take a paid leave of absence  approved by the Board in accordance
with  paragraph  2(f) hereof of more than 90 days  during an Offering  Period in
which  the  Employee  is a  Participant,  the  Employee  will be  deemed to have
withdrawn  from the  Offering  Period on the earlier of (aa) the 91st day if the
Employee  is paid for the entire 90 day  leave,  or (bb) the last day upon which
the Employee is paid  provided the Employee is paid for at least 30 days. On the
date upon which the Employee shall be deemed to have withdrawn from the Offering
Period,  the payroll  deductions  credited  to the  Employee's  account  will be
returned to the Employee.

     (d) A  Participant's  withdrawal  from an Offering Period will not have any
effect upon the Employee's  eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding Offering Periods.


     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
Participant in the Plan.


     12. Stock.

     (a) The  maximum  number  of shares of  Common  Stock  which  shall be made
available  for  sale  under  the Plan  shall be  1,000,000  shares,  subject  to
adjustment  upon  changes  in  capitalization  of the  Company  as  provided  in
paragraph  18 hereof.  If on a given  Exercise  Date the total  number of shares
which would  otherwise  be subject to options  granted  pursuant to Section 7(a)
hereof on the Enrollment Date of an Offering Period exceeds the number of shares
then available  under the Plan (after  deduction of all shares for which options
have been exercised or are then outstanding),  the Company shall make a pro rata
allocation  of the shares  remaining  available for option grant in as uniform a
manner as shall be  practicable  and as it shall  determine to be equitable.  In
such event,  the Company  shall give  written  notice of such  reduction  of the
number of shares  subject to the option to each  Employee  affected  thereby and
shall similarly reduce the rate of payroll deductions, if necessary.

     (b) The Participant will have no interest or voting right in shares covered
by the Participant's option until such option has been exercised.


<PAGE>

     (c)  Shares  to be  delivered  to a  Participant  under  the  Plan  will be
registered in the name of the  Participant,  in the name of the  Participant and
the  Participant's  spouse,  or in  the  name  of a  broker  designated  by  the
Participant.


     13. Administration.

     (a) The Plan  shall  be  administered  by the  Board  of the  Company  or a
committee of members of the Board  appointed by the Board.  The  administration,
interpretation or application of the Plan by the Board or its committee shall be
final,  conclusive and binding upon all  Participants.  Members of the Board who
are eligible Employees are permitted to participate in the Plan, provided that:

                     (i) Members of the Board who are eligible to participate in
           the Plan may not vote on any matter affecting the  administration  of
           the Plan or the grant of any option pursuant to the Plan.

                     (ii) If a Committee is  established to administer the Plan,
           no member of the Board who is eligible to participate in the Plan may
           be a member of the Committee.

     (b) Rule 16b-3  Limitations.  Notwithstanding  the  provisions of paragraph
13(a)  hereof,  in the event that Rule 16b-3  promulgated  under the  Securities
Exchange Act of 1934, as amended,  or any  successor  provision  ("Rule  16b-3")
provides specific requirements for the administrators of plans of this type, the
Plan  shall be only  administered  by such a body and in such a manner  as shall
comply with the applicable  requirements of Rule 16b-3. Unless permitted by Rule
16b-3, no discretion  concerning  decisions regarding the Plan shall be afforded
to any committee or person that is not a "Non-Employee Director" as that term is
used in Rule 16b-3.


     14. Designation of Beneficiary.

     (a) A Participant may file a written designation of a beneficiary who is to
receive any shares and cash,  if any, from the  Participant's  account under the
Plan in the event of such Participant's  death subsequent to an Exercise Date on
which an option is exercised but prior to delivery to such  Participant  of such
shares and cash. In addition,  a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's  account under the
Plan in the event of such  Participant's  death prior to the Exercise Date of an
Offering Period.

     (b) A designation of beneficiary  may be changed by the  Participant at any
time by written  notice.  In the event of the death of a Participant  and in the
absence of a beneficiary  validly designated under the Plan who is living at the
time of such  Participant's  death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the Participant, or if no
such  executor or  administrator  has been  appointed  (to the  knowledge of the

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Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the Participant,  or
if no spouse,  dependent or relative is known to the Company, then to such other
person as the Company may designate.


     15. Transferability. Neither payroll deductions credited to a Participant's
account nor any rights  with  regard to the  exercise of an option or to receive
shares  under  the Plan  may be  assigned,  transferred,  pledged  or  otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in paragraph 14 hereof) by the  Participant.  Any such attempt at
assignment,  transfer,  pledge or other  disposition  shall be  without  effect,
except that the  Company may treat such act as an election to withdraw  funds in
accordance with paragraph 10 hereof.


     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.


     17. Reports. Individual accounts will be maintained for each Participant in
the  Plan.  Statements  of  account  will be  given to  participating  Employees
semi-annually  promptly  following each Exercise Date, which statements will set
forth the  amounts of payroll  deductions,  the per share  purchase  price,  the
number of shares purchased and the remaining cash balance, if any.


     18.  Adjustments  Upon Changes in  Capitalization.  Subject to any required
action by the stockholders of the Company,  the number of shares of Common Stock
covered by each option under the Plan which has not yet been  exercised  and the
number of shares of Common Stock which have been  authorized  for issuance under
the  Plan  but  have  not  yet  been  placed  under  option  (collectively,  the
"Reserves"),  as well as the price per share of  Common  Stock  covered  by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of shares of Common  Stock  effected  without  receipt of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as expressly  provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

     In the event of the proposed dissolution or liquidation of the Company, the
Offering  Period will terminate  immediately  prior to the  consummation of such
proposed  action,  unless  otherwise  provided  by the Board.  In the event of a

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proposed sale of all or substantially  all of the assets of the Company,  or the
merger of the  Company  with or into  another  corporation  in which the Company
shall not be the  surviving  corporation,  each  option  under the Plan shall be
assumed  or  an  equivalent  option  shall  be  substituted  by  such  successor
corporation or a parent or subsidiary of such successor corporation,  unless the
Board  determines,  in the exercise of its sole  discretion  and in lieu of such
assumption or  substitution,  to shorten the Offering Period then in progress by
setting a new Exercise Date (the "New Exercise Date"). An option shall be deemed
to be assumed if, following the sale of assets or merger, the option confers the
right to  purchase,  for each share of stock  subject to the option  immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or
other  securities  or  property)  received  in the sale of  assets  or merger by
holders  of Common  Stock for each share of Common  Stock held on the  effective
date  of the  transaction  (and  if  such  holders  were  offered  a  choice  of
consideration,  the type of consideration chosen by the holders of a majority of
the  outstanding  shares  of  Common  Stock);  provided,  however,  that if such
consideration  received  in the sale of assets or merger was not  solely  common
stock of the successor  corporation  or its parent,  the Board of Directors may,
with the consent of the successor  corporation and the Participant,  provide for
the consideration to be received upon exercise of the option to be solely common
stock of the successor  corporation  or its parent equal in fair market value to
the per share  consideration  received by holders of Common Stock in the sale of
assets or merger.  If the Board shortens the Offering Period then in progress in
lieu of assumption or  substitution  in the event of a merger or sale of assets,
the Board shall notify each  Participant  in writing,  at least 30 days prior to
the New Exercise Date, that the Exercise Date for such Participant's  option has
been changed to the New Exercise Date and that the Participant's  option will be
exercised  automatically on the New Exercise Date, unless prior to such date the
Participant  has withdrawn from the Offering  Period as provided in paragraph 10
hereof.

     The Board may, if it so determines in the exercise of its sole  discretion,
also make  provision for adjusting the Reserves,  as well as the price per share
of Common  Stock  covered  by each  outstanding  option,  in the event  that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of outstanding  Common Stock,  and in
the  event of the  Company  being  consolidated  with or  merged  into any other
corporation.


     19. Amendment or Termination.  The Board of Directors of the Company may at
any time terminate or amend the Plan. Except as provided in paragraph 18 hereof,
no such termination can affect options previously granted,  nor may an amendment
make any change in any option  theretofore  granted which adversely  affects the
rights of any  Participant,  nor may an amendment be made without prior approval
of the  stockholders  of  the  Company  (obtained  in the  manner  described  in
paragraph 21) if such amendment would:

     (a) Increase the number of shares that may be issued under the Plan;


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     (b)  Permit  payroll  deductions  at  a  rate  in  excess  of  10%  of  the
Participant's Compensation;

     (c)  Change  the  designation  of the  employees  (or  class of  employees)
eligible for participation in the Plan; or

     (d) Constitute an amendment for which  stockholder  approval is required in
order  to  comply  with  Rule  16b-3 or  under  Section  423 of the Code (or any
successor rule or provision or any other applicable law or regulation).


     20. Notices.  All notices or other  communications  by a Participant to the
Company under or in connection with the Plan shall be made in writing and deemed
to have been duly given three business days  following  forwarding via certified
mail,  return receipt  requested,  postage  prepaid,  addressed to the Company's
Secretary (or such other  designee of the Company),  at the Company's  principal
place of  business.  All  notices or other  communications  by the  Company to a
Participant under and in connection with the Plan shall be in writing and deemed
to have been duly given three  business days  following  forwarding  via regular
mail, postage prepaid, addressed to the Participant at the Participant's address
as listed on the records of the Company.


     21. Stockholder Approval.

     (a)   Continuance  of  the  Plan  shall  be  subject  to  approval  by  the
stockholders  of the  Company in  accordance  with  applicable  state law within
twelve months before or after the date the Plan is adopted by the Board.

     (b) If and in the event that the Company has registered any class of equity
securities  pursuant to Section 12 of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"),  any required  approval of the stockholders of the
Company  obtained after such  registration  shall be solicited  substantially in
accordance  with Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder.

     (c) If any required approval of the Plan itself or of any amendment thereto
by the  stockholders  of the Company is solicited at any time  otherwise than in
the manner  described in paragraph  21(b) hereof,  then the Company shall, at or
prior to the first annual meeting of  stockholders  held subsequent to the later
of (i) the first  registration of any class of equity  securities of the Company
under Section 12 of the Exchange Act or (ii) the granting of an option hereunder
to an officer or  director  after such  registration,  furnish in writing to the
stockholders  substantially  the same  information  which would be required  (if
proxies  to be voted with  respect to  approval  or  disapproval  of the Plan or
amendment  were then being  solicited)  by the rules and  regulations  in effect
under  Section  14(a)  of the  Exchange  Act at the  time  such  information  is
furnished.

<PAGE>

     22. Conditions Upon Issuance of Shares. Shares of Common Stock shall not be
issued  with  respect to an option  unless the  exercise  of such option and the
issuance  and  delivery of such shares  pursuant  thereto  shall comply with all
applicable   provisions  of  law,  domestic  or  foreign,   including,   without
limitation,  the Securities Act of 1933, as amended,  the Exchange Act the rules
and  regulations  promulgated  thereunder,  and the  requirements  of any  stock
exchange upon which the shares may then be listed,  and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

     As a condition  to the  exercise of an option,  the Company may require the
person  exercising  such option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for investment
and without any present  intention to sell or distribute  such shares if, in the
opinion of counsel for the  Company,  such a  representation  is required by any
applicable provisions of law.


     23. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the stockholders of
the Company as described in paragraph 21 hereof. It shall continue in effect for
a term of twenty years unless sooner terminated under paragraph 19 hereof.


     24.  Additional  Restrictions  of Rule 16b-3.  The terms and  conditions of
options granted  hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the  applicable  provisions  of
Rule  16b-3.  This Plan  shall be  deemed to  contain,  and such  options  shall
contain,  and the shares issued upon exercise  thereof shall be subject to, such
additional  conditions  and  restrictions  as may be  required  by Rule 16b-3 to
qualify for the  maximum  exemption  from  Section 16 of the  Exchange  Act with
respect to Plan transactions.