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                                                                   Exhibit 10.38

                  THE SMITH & WOLLENSKY RESTAURANT GROUP, INC

                       2001 EMPLOYEE STOCK PURCHASE PLAN

      The following constitute the provisions of the 2001 Employee Stock
Purchase Plan of The Smith & Wollensky Restaurant Group, 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. It is the intention, but not the obligation, 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" means the Board of Directors of the Company.

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

            (c) "Common Stock" means the Common Stock of the Company.

            (d) "Company" means The Smith & Wollensky Restaurant Group, Inc., a
Delaware corporation.

            (e) "Compensation" means the sums of the types and amounts of
compensation determined from time to time by the Board of Directors in its sole
discretion to be eligible to be taken into account under the Plan, provided that
no such determination shall include or exclude any type or amount of
compensation contrary to the requirements of Section 423 of the Code.

            (f) "Continuous Status as an Employee" means 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 (i) sick leave; (ii)
military leave; (iii) any other leave of absence approved by the Administrator,
provided that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute, or unless provided otherwise pursuant to Company policy adopted from
time to time; or (iv) in the case of transfers between locations of the Company
or between the Company and its Designated Subsidiaries.

            (g) "Contributions" means all amounts credited to the account of a
participant pursuant to the Plan.

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            (h) "Corporate Transaction" means a sale of all or substantially all
of the Company's assets, or a merger, consolidation, or other capital
reorganization of the Company with or into another corporation, or any other
transaction or series of related transactions in which the Company's
stockholders immediately prior thereto own less than 50% of the voting stock of
the Company (or its successor or parent) immediately thereafter.

            (i) "Designated Subsidiaries" means the Subsidiaries that have been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan; provided however that the Board shall only have the
discretion to designate Subsidiaries if the issuance of options to such
Subsidiary's Employees pursuant to the Plan would not cause the Company to incur
adverse accounting charges.

            (j) "Employee" means any person, including an Officer, who is an
Employee for tax purposes and who (i) is customarily employed by the Company or
one of its Designated Subsidiaries for at least twenty (20) hours per week, (ii)
is customarily employed by the company or one of its Designated Subsidiaries
more than five (5) months in a calendar year, and (iii) has been employed by the
Company or one of its Designated Subsidiaries for at least three (3) months.

            (k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (1) "Offering Date" means the first business day of each Offering
Period of the Plan.

            (m) "Period Offering" means a period of twenty-four (24) months
commencing on November 1 and May 1 of each year, except for the first Offering
Period as set forth in Section 4(a).

            (n) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

            (o) "Plan" means this Employee Stock Purchase Plan.

            (p) "Purchase Date" means the last day of each Purchase Period of
the Plan.

            (q) "Purchase Period" means a period of six (6) months within an
Offering Period, except for the Purchase Periods in the first Offering Period as
set forth in Section 4(b).

            (r) "Purchase Price" means with respect to a Purchase Period an
amount equal to 85% of the Fair Market Value (as defined in Section 7(b) below)
of a Share of Common Stock on the Offering Date or on the Purchase Date,
whichever is lower; provided, however, that in the event (i) of any increase in
the number of Shares available for issuance under the Plan as a result of a
stockholder-approved amendment to the Plan, and (ii) all or a portion of such
additional Shares are to be issued with respect to one or more Offering Periods
that are underway at the time of such increase ("Additional Shares"), and (iii)
the Fair Market Value of a Share of Common Stock on the date of such increase
(the "Approval Date Fair Market Value") is higher than the Fair Market Value on
the Offering Date for any such Offering Period, then in such


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instance the Purchase Price with respect to Additional Shares shall be 85% of
the Approval Date Fair Market Value or the Fair Market Value of a Share of
Common Stock on the Purchase Date, whichever is lower.

            (s) "Share" means a share of Common Stock, as adjusted in accordance
with Section 19 of the Plan.

            (t) "Subsidiary" means 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.

      3. Eligibility.

            (a) Any person who is an Employee as of the Offering Date of a given
Offering Period shall be eligible to participate in such Offering Period under
the Plan, subject to the requirements of Section 5(a) and the limitations
imposed by Section 423(b) of the Code; provided however that eligible Employees
may not participate in more than one Offering Period at a time.

            (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 capital stock of
the Company and/or hold outstanding options to purchase stock possessing five
percent (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) if such
option would permit his or her rights to purchase stock under all employee stock
purchase plans (described in Section 423 of the Code) of the Company and its
Subsidiaries to accrue at a rate that exceeds Twenty-Five Thousand Dollars
($25,000) of the Fair Market Value (as defined in Section 7(b) below) of such
stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.

      4. Offering Periods and Purchase Periods.

            (a) Offering Periods. The Plan shall be generally implemented by a
series of Offering Periods of twenty-four (24) months' duration, with new
Offering Periods (other than the first Offering Period) commencing on or about
May 1 and November 1 of each year (or at such other time or times as may be
determined by the Board of Directors). The first Offering Period shall commence
on the beginning of the effective date of the Registration Statement on Form S-l
for the initial public offering of the Company's Common Stock (the "IPO Date")
and continue until April 30, 2003. The Plan shall continue until terminated in
accordance with Section 19 hereof. The Board of Directors of the Company shall
have the power to change the duration and/or the frequency of Offering Periods
with respect to future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the first
Offering Period to be affected.

            (b) Purchase Periods. Each Offering Period shall generally consist
of four (4) consecutive purchase periods of six (6) months' duration. The last
day of each Purchase Period shall be the "Purchase Date" for such Purchase
Period. A Purchase Period commencing


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on May 1 shall end on the next October 31. A Purchase Period commencing on
November 1 shall end on the next April 30. The first Purchase Period of the
first Offering Period shall commence on the IPO Date and shall end on October
31, 2001. The Board of Directors of the Company shall have the power to change
the duration and/or frequency of Purchase Periods with respect to future
purchases without stockholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Purchase Period to be
affected.

      5. Participation.

            (a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company's Human Resources Department or the stock brokerage
or other financial services firms designated or approved by the Company from
time to time (each, a "Designated Broker") prior to the applicable Offering
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. The
subscription agreement shall set forth the percentage of the participant's
Compensation (subject to Section 6(a) below) to be paid as Contributions
pursuant to the Plan.

            (b) Payroll deductions shall commence on the first full payroll
following the Offering Date and shall end on the last payroll paid on or prior
to the last Purchase Period of the Offering Period to which the subscription
agreement is applicable, unless sooner terminated by the participant as provided
in Section 10.

            (c) A participant's subscription agreement shall remain in effect
for successive Offering Periods unless modified as provided in Section 6 or
terminated as provided in Section 10.

      6. Method of Payment of Contributions.

            (a) A participant shall elect to have payroll deductions made on
each payday during the Offering Period in an amount not less than one percent
(1%) and not more than ten percent (10%) (or such other percentage as the Board
may establish from time to time before an Offering Date) of such participant's
Compensation on each payday during the Offering Period. All payroll deductions
made by a participant shall be credited to his or her account under the Plan. A
participant may not make any additional payments into such account.

            (b) A participant may discontinue his or her participation in the
Plan as provided in Section 10, or, unless otherwise provided by the
Administrator, on one occasion only during a Purchase Period may increase and on
one occasion only during a Purchase Period may decrease the rate of his or her
Contributions with respect to the ongoing Offering Period by completing and
filing with the Company a new subscription agreement authorizing a change in the
payroll deduction rate. The change in rate shall be effective as of the
beginning of the next calendar month following the date of filing of the new
subscription agreement, if the agreement is filed at least ten (10) business
days prior to such date and, if not, as of the beginning of the next succeeding
calendar month.

            (c) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a participant's
payroll deductions may be


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decreased during any Offering Period scheduled to end during the current
calendar year to 0%. Payroll deductions shall re-commence at the rate provided
in such participant's subscription agreement at the beginning of the first
Offering Period that is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10.

      7. Grant of Option.

            (a) On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase on each Purchase Date within the Offering Period a number of Shares of
the Company's Common Stock determined by dividing such Employee's Contributions
accumulated prior to such Purchase Date and retained in the participant's
account as of the Purchase Date by the applicable Purchase Price; provided
however that the maximum number of Shares an Employee may purchase during each
Purchase Period shall be 1,000 Shares (subject to any adjustment pursuant to
Section 19 below), and provided further that such purchase shall be subject to
the limitations set forth in Sections 3(b) and 13.

            (b) The fair market value of the Company's Common Stock on a given
date (the "Fair Market Value") shall be the closing sales price of the Common
Stock for such date (or, in the event that the Common Stock is not traded on
such date, on the immediately preceding trading date), as reported by the
National Association of Securities Dealers Automated Quotation (Nasdaq) National
Market or, if such price is not reported, the mean of the bid and asked prices
per-share of the Common Stock as reported by Nasdaq or, in the event the Common
Stock is listed on a stock exchange, the Fair Market Value per share shall be
the closing sales price on such exchange on such date (or, in the event that the
Common Stock is not traded on such date, on the immediately preceding trading
date), as reported in The Wall Street Journal. For purposes of the Offering Date
under the first Offering Period under the Plan, the Fair Market Value of a share
of the Common Stock of the Company shall be the Price to Public as set forth in
the final prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424 under the Securities Act of 1933, as amended.

      8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of Shares will be
exercised automatically on each Purchase Date of an Offering Period, and the
maximum number of full Shares subject to the option will be purchased at the
applicable Purchase Price with the accumulated Contributions in his or her
account. No fractional Shares shall be issued. Any payroll deductions
accumulated in a participant's account that are not sufficient to purchase a
full Share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 below. Any other amounts left over in a
participant's account after a Purchase Date shall be returned to the
participant. The Shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the participant on the Purchase Date. During his or
her lifetime, a participant's option to purchase Shares hereunder is exercisable
only by him or her.

      9. Delivery. As promptly as practicable after each Purchase Date of each
Offering Period, the number of Shares purchased by each participant upon
exercise of his or her option shall be deposited into an account established in
the participant's name with a Designated Broker.


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      10. Voluntary Withdrawal: Termination of Employment.

            (a) A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
each Purchase Date by giving written notice to the Company or the Designated
Broker, in the form and manner as directed by the Company, at least five (5)
days prior to the Purchase Date. All of the participant's Contributions credited
to his or her account will be paid to him or her promptly after receipt of his
or her notice of withdrawal and his or her option for the current period will be
automatically terminated, and no further Contributions for the purchase of
Shares will be made during the Offering Period.

            (b) Upon termination of the participant's Continuous Status as an
Employee prior to the Purchase Date of an Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account
will be returned to him or her or, in the case of his or her death, to the
person or persons entitled thereto under Section 14, and his or her option will
be automatically terminated.

            (c) In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during the
Offering Period in which the employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the Contributions credited to his
or her account will be returned to him or her and his or her option terminated.

            (d) A participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in a succeeding Offering
Period which commences after the withdrawal or in any similar plan that may
hereafter be adopted by the Company. If a participant withdraws from an Offering
Period, however, payroll deductions shall not resume at the beginning of any
succeeding Offering Periods unless the participant delivers a new subscription
agreement to the Company.

      11. Automatic Withdrawal. If the Fair Market Value of the Shares on any
Purchase Date of an Offering Period is less than the Fair Market Value of the
Shares on the Offering Date for such Offering Period, then every participant
shall automatically (i) be withdrawn from such Offering Period at the close of
such Purchase Date and after the acquisition of Shares for such Purchase Period,
and (ii) be enrolled in the Offering Period commencing on the first business day
subsequent to such Purchase Period.

      12. Interest. No interest shall accrue on the Contributions of a
participant in the Plan.

      13. Stock.

            (a) Subject to adjustment as provided in Section 19, the maximum
number of Shares which shall be made available for sale under the Plan shall be
500,000 Shares, plus an automatic annual increase on the first day of each of
the Company's fiscal years beginning in 2002 and ending in 2011 equal to (i)
four percent (4%) of the Shares outstanding on the last day of the immediately
preceding fiscal year, or (ii) a lesser amount determined by the Board. In no
event shall any such annual increase exceed 50,000 shares. If the Board
determines that, on a


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given Purchase Date, the number of Shares with respect to which options are to
be exercised may exceed (i) the number of Shares of Common Stock that were
available for sale under the Plan on the Offering Date of the applicable
Offering Period, or (ii) the number of shares available for sale under the Plan
on such Purchase Date, the Board may in its sole discretion provide (x) that the
Company shall make a pro rata allocation of the Shares of Common Stock available
for purchase on such Offering Date or Purchase Date, as applicable, in as
uniform a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common Stock on such Purchase Date, and continue all Offering Periods then in
effect, or (y) that the Company shall make a pro rata allocation of the shares
available for purchase on such Offering Date or Purchase Date, as applicable, in
as uniform a manner as shall be practicable and as it shall determine in its
sole discretion to be equitable among all participants exercising, options to
purchase Common Stock on such Purchase Date, and terminate any or all Offering
Periods then in effect pursuant to Section 20 below. The Company may make pro
rata allocation of the Shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional Shares for issuance under the Plan by the Company's
stockholders subsequent to such Offering Date. In the event of a pro-rata
allocation, each participant's right to purchase Shares shall be limited to such
pro-rata amount of Shares and the cash balance of the contributions credited to
his or her account, and the participants shall not have further rights against
the Company or the Board.

            (b) The participant shall have no interest (including no right to
receive any dividends) or voting right in Shares covered by his or her option
until such option has been exercised.

            (c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse.

      14. Administration. The Board, or a committee named by the Board, shall
supervise and administer the Plan. The Board or committee shall have full and
exclusive discretionary authority to construe, interpret, and apply the terms of
the Plan, to determine eligibility, to adjudicate all disputed claims under the
Plan, to adopt, amend and rescind any rules deemed appropriate for the
administration of the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. Every finding, decision, and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties. No member of the Board
(or committee) shall be liable for any action or determination made in good
faith with respect to the Plan or any participant.

      15. Designation of Beneficiary.

            (a) A participant may designate 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 the end of a Purchase Period but
prior to delivery to him or her of such Shares and cash. In addition, a
participant may designate 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 Purchase Date of an Offering Period. If a participant is married
and the designated beneficiary is not the spouse, spousal consent shall be
required for such designation to be


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effective. Beneficiary designations under this Section 15(a) shall be made in
the form and in the manner as directed by the Company's Human Resources
Department.

            (b) Such designation of beneficiary may be changed by the
participant (and his or her spouse, if any) at any time by written notice in
accordance with Section 15(a). 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 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.

      16. Transferability. Neither Contributions 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 Section 15) 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 Section 10.

      17. Use of Funds. All Contributions 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 Contributions.

      18. Reports. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be provided to participating Employees
at least annually, which statements will set forth the amounts of Contributions,
the per Share Purchase Price, the number of Shares purchased, and the remaining
cash balance, if any.

      19. Adjustments Upon Changes in Capitalization; Corporate Transactions.

            (a) Adjustment. Subject to any required action by the stockholders
of the Company, the number of Shares covered by each option under the Plan that
has not yet been exercised and the number of Shares that have been authorized
for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the maximum number of shares of
Common Stock that may be purchased by a participant in a Purchase Period, the
number of shares of Common Stock set forth in Section 13(a)(i) above, and the
price per Share of Common Stock covered by each option under the Plan that has
not yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common Stock
(including any such change in the number of Shares of Common Stock effected in
connection with a change in domicile of the Company), or any other increase or
decrease in the number of Shares 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


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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 subject to an option.

            (b) Corporate Transactions. In the event of a proposed dissolution
or liquidation of the Company, any Purchase Period and Offering Period then in
progress will terminate immediately prior to the consummation of such action,
unless otherwise provided by the Board. In the event of a Corporate Transaction,
each option outstanding under the Plan shall be assumed or an equivalent option
shall be substituted by the successor corporation or a parent or Subsidiary of
such successor corporation. In the event that the successor corporation refuses
to assume or substitute for outstanding options, each Purchase Period and
Offering Period then in progress shall be shortened and a new Purchase Date
shall be set (the "New Purchase Date"), as of which date any Purchase Period and
Offering Period then in progress will terminate. The New Purchase Date shall be
on or before the date of consummation of the transaction and the Board shall
notify each participant in writing, at least ten (10) days prior to the New
Purchase Date, that the Purchase Date for his or her option has been changed to
the New Purchase Date and that his or her option will be exercised automatically
on the New Purchase Date, unless prior to such date he or she has withdrawn from
the Offering Period as provided in Section 10. For purposes of this Section 19,
an option granted under the Plan shall be deemed to be assumed, without
limitation, if, at the time of issuance of the stock or other consideration upon
a Corporate Transaction, each holder of an option under the Plan would be
entitled to receive upon exercise of the option the same number and kind of
shares of stock or the same amount of property, cash or securities as such
holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to the transaction, the
holder of the number of Shares of Common Stock covered by the option at such
time (after giving effect to any adjustments in the number of Shares covered by
the option as provided for in this Section 19); provided, however, that if the
consideration received in the transaction is not solely common stock of the
successor corporation or its parent (as defined in Section 424(e) of the Code),
the Board may, with the consent of the successor corporation, 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
transaction.

      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 its outstanding Common
Stock, and in the event of the Company's being consolidated with or merged into
any other corporation.

      20. Amendment or Termination.

            (a) The Board may at any time and for any reason terminate or amend
the Plan. Except as provided in Section 19, no such termination of the Plan may
affect options previously granted, provided that the Plan or an Offering Period
may be terminated by the Board on a Purchase Date or by the Board's setting a
new Purchase Date with respect to an Offering Period and Purchase Period then in
progress if the Board determines that termination of the Plan and/or the
Offering Period is in the best interests of the Company and the stockholders, or
if


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continuation of the Plan and/or the Offering Period would cause the Company to
incur adverse accounting charges as a result of a change after the effective
date of the Plan in the generally accepted accounting rules applicable to the
Plan. Except as provided in Section 19 and in this Section 20, no amendment to
the Plan shall make any change in any option previously granted that adversely
affects the rights of any participant. In addition, to the extent necessary to
comply with Rule 16b-3 under the Exchange Act, Section 423 of the Code, or any
other applicable law, regulation, or stock exchange rule, the Company shall
obtain stockholder approval in such a manner and to such a degree as so
required.

            (b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been adversely affected, the Board
(or its committee) shall be entitled to change the Offering Periods and Purchase
Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays
or mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from
the participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable that are consistent with the Plan.

      21. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

      22. Conditions Upon Issuance of Shares. Shares 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, applicable state securities laws, 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 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 of the
aforementioned applicable provisions of law.

      23. Term of Plan; Effective Date. The Plan shall become effective upon the
IPO Date. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 20.

      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


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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.

      25. Notice of Disqualifying Dispositions. By electing to participate in
the Plan, each participant agrees to notify the Company in writing immediately
after the participant sells, transfers or otherwise disposes of any Shares
acquired under the Plan, if such disposition occurs within the earlier of (i)
two (2) years of the Offering Date, or (ii) one (1) year of the Exercise Date,
associated with such Shares. Each participant further agrees to provide any
information about a disposition of Shares as may be requested by the Company to
assist it in complying with any applicable tax laws.

      26. Withholding of Taxes. Each participant must make adequate provision
for all applicable federal, state, or other tax withholding obligations which
may arise upon the exercise of any option or the disposition of any Shares.

      27. No Employment Rights. The Plan does not create, directly or
indirectly, any right for the benefit of any employee or class of employees to
purchase any shares from the Company (other than as expressly provided in, and
subject to the terms and conditions of, the Plan), or create in any employee or
class of employees any right with respect to continuation of employment by the
Company or any Subsidiary, and it shall not be deemed to interfere in any way
with the Company's or any Subsidiary's right to terminate, or otherwise modify,
an employee's employment at any time.

      28. Offsets. To the extent permitted by law, the Company shall have the
absolute right to withhold any amounts payable to any participant under the
terms of the Plan to the extent of any amount owed for any reason by such
participant to the Company or any Subsidiary and to set off and apply the
amounts so withheld to payment of any such amount owed to the Company or any
Subsidiary, whether or not such amount shall then be immediately due and payable
and in such order or priority as among such amounts owed as the Board or its
committee, in its sole discretion, shall determine.

      29. Captions. The captions of the sections and paragraphs of this Plan
have been inserted solely as a matter of convenience and in no way define or
limit the scope or intent of any provision of the Plan. References to sections
herein are to the specified sections of this Plan unless another reference is
specifically stated. Wherever used herein, a singular number shall be deemed to
include the plural unless a different meaning is required by the context.

      30. Governing Law. The internal laws of the State of Delaware shall govern
all matters relating to this Plan except to the extent superseded by the laws of
the United States.


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