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                                                                 EXHIBIT 10.132

                             OPTIMUMCARE CORPORATION

                              EXECUTIVE MANAGEMENT

                      CHANGE IN CONTROL SEVERANCE PAY PLAN






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                             OPTIMUMCARE CORPORATION

                              EXECUTIVE MANAGEMENT
                      CHANGE IN CONTROL SEVERANCE PAY PLAN

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

ARTICLE 1. INTRODUCTION................................................    1

       1.1. Plan Name..................................................    1
       1.2. Plan Type..................................................    1
       1.3. Plan Purpose...............................................    1

ARTICLE 2. DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS...............    1

       2.1. Affiliate..................................................    1
       2.2. Base Pay...................................................    1
       2.3. Benefit Plan...............................................    1
       2.4. Board......................................................    2
       2.5. Cause......................................................    2
       2.6. Change in Control..........................................    3
       2.7. Code.......................................................    4
       2.8. Company....................................................    4
       2.9. Date of Termination........................................    4
       2.10. Eligible Participant......................................    5
       2.11. ERISA.....................................................    5
       2.12. Exchange Act..............................................    5
       2.13. Good Reason...............................................    5
       2.14. Governing Law.............................................    6
       2.15. Headings..................................................    6
       2.16. Notice of Termination.....................................    6
       2.17. Number and Gender.........................................    7
       2.18. Parent Corporation........................................    7
       2.19. Participant...............................................    7
       2.20. Plan......................................................    7
       2.21. Person....................................................    7
       2.22. Qualified Employee........................................    7
       2.23. Successor.................................................    7
       2.24. Trust.....................................................    7
       2.25. Trustee...................................................    7

ARTICLE 3. PARTICIPATION AND ELIGIBILITY FOR BENEFITS..................    8

       3.1. Commencement of Participation..............................    8
       3.2. Ceasing to be a Qualified Employee.........................    8
       3.3. Eligibility for Benefits...................................    8


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                          TABLE OF CONTENTS (Continued)

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ARTICLE 4. BENEFITS....................................................    8

       4.1. Compensation and Benefits Before Date of Termination.......    8
       4.2. Cash Payment...............................................    9
       4.3. Continuation of Certain Welfare Benefits...................    9
       4.4. Gross-Up Payments..........................................   10
       4.5. Indemnification............................................   10

ARTICLE 5. ADMINISTRATION AND ENFORCEMENT OF RIGHTS....................   11

       5.1. Plan Administration........................................   11
       5.2. Amendment and Termination..................................   11
       5.3. Benefit Claims.............................................   11
       5.4. Disputes...................................................   12
       5.5. Funding and Payment........................................   12

ARTICLE 6. MISCELLANEOUS...............................................   13

       6.1. Successors.................................................   13
       6.2. Binding Plan...............................................   13
       6.3. Validity...................................................   13
       6.4. No Mitigation..............................................   13
       6.5. No Set-off.................................................   13
       6.6. Taxes......................................................   13
       6.7. Notices....................................................   13
       6.8. Effect of Plan Benefits on Other Severance Plans...........   14
       6.9. Related Plans..............................................   14
       6.10. No Employment or Service Contract.........................   14
       6.11. Survival..................................................   14
       6.12. Effect on Other Plans.....................................   14
       6.13. Prohibition of Alienation.................................   14


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                             OPTIMUMCARE CORPORATION
                              EXECUTIVE MANAGEMENT
                      CHANGE IN CONTROL SEVERANCE PAY PLAN

                                  ARTICLE 1.

                                INTRODUCTION

1.1.   PLAN NAME. The name of the Plan is the "OptimumCare Corporation Executive
       Management Change in Control Severance Pay Plan."

1.2.   PLAN TYPE. The Plan is an unfunded plan maintained by the Company
       primarily for the purpose of providing benefits for a select group of
       management or highly compensated employees and, as such, is intended to
       be exempt from the provisions of Parts 2, 3 and 4 of Subtitle B of Title
       I of ERISA, to the extent such provisions would otherwise be applicable,
       by operation of sections 201(2), 301(a)(3) and 401(a)(1) thereof,
       respectively. The Plan is also intended to be unfunded for tax purposes.
       The Plan will be construed in a manner that gives effect to such intent.

1.3.   PLAN PURPOSE. The purpose of the Plan is to provide benefits to Qualified
       Employees whose employment is terminated in connection with a Change in
       Control.

                                  ARTICLE 2.

                DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS

The definitions and rules of construction and interpretation set forth in this
Article 2 apply in construing the Plan unless the context otherwise indicates.

2.1.   AFFILIATE. An "AFFILIATE" is:

       (A) any corporation at least a majority of whose outstanding securities
           ordinarily having the right to vote at elections of directors is
           owned directly or indirectly by the Parent Corporation; or

       (B) any other form of business entity in which the Parent Corporation, by
           virtue of a direct or indirect ownership interest, has the right to
           elect a majority of the members of such entity's governing body.

2.2.   BASE PAY. The "BASE PAY" of a Participant is his or her base salary from
       the Company at the annual rate in effect immediately prior to the Change
       in Control or at the time Notice of Termination is given, whichever is
       greater, disregarding any decrease which constitutes Good Reason for the
       Participant's termination of employment. Base Pay includes only regular
       cash salary, wages or commissions and is determined before any reduction
       for deferrals pursuant to any nonqualified deferred compensation plan or
       arrangement, qualified cash or deferred arrangement or cafeteria plan.

2.3.   BENEFIT PLAN. A "BENEFIT PLAN" is any:

       (A) employee benefit plan as defined in ERISA section 3(3),

       (B) cafeteria plan described in Code section 125,


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       (C) plan, policy or practice providing for paid vacation, other paid time
           off or short- or long-term profit sharing, bonus or incentive
           payments, or

       (D) stock option, stock purchase, restricted stock, phantom stock, stock
           appreciation right or other equity-based compensation plan

       that is sponsored, maintained or contributed to by the Company for the
       benefit of employees (and/or their families and dependents) generally or
       a Participant (and/or a Participant's family and dependents) in
       particular.

2.4.   BOARD. The "BOARD" is the board of directors of the Parent Corporation
       duly qualified and acting at the time in question. On and after the date
       of a Change in Control, any duty of the Board in connection with the Plan
       is nondelegable and any attempt by the Board to delegate any such duty is
       ineffective.

2.5.   CAUSE.

       (A) Subject to Subsection (B), "CAUSE" with respect to a particular
           Participant is any of the following:

           (1) the Participant's gross misconduct which is materially and
               demonstrably injurious to the Company;

           (2) the Participant's willful and continued failure to perform
               substantially his or her duties with the Company (other than a
               failure resulting from the Participant's incapacity due to bodily
               injury or physical or mental illness) after a demand for
               substantial performance is delivered to the Participant by the
               Board which specifically identifies the manner in which the Board
               believes that the Participant has not substantially performed his
               or her duties and provides for a reasonable period of time within
               which the Participant may take corrective measures; or

           (3) the Participant's conviction (including a plea of nolo
               contendere) of willfully engaging in illegal conduct constituting
               a felony or gross misdemeanor under federal or state law (or
               comparable illegal conduct under the laws of any foreign
               jurisdiction) which is materially and demonstrably injurious to
               the Company or which impairs the Participant's ability to perform
               substantially his or her duties with the Company.

           An act or failure to act will be considered "gross" or "willful" for
           this purpose only if done, or omitted to be done, by the Participant
           in bad faith and without reasonable belief that it was in, or not
           opposed to, the best interests of the Company. Any act, or failure to
           act, based upon authority given pursuant to a resolution duly adopted
           by the board of directors or governing body of any Company (or a
           committee thereof) or based upon the advice of counsel for the
           Company will be conclusively presumed to be done, or omitted to be
           done, by the Participant in good faith and in the best interests of
           the Company. A Participant's attention to matters not directly
           related to the business of the Company will not provide a basis for
           termination for Cause so long as the Board did not expressly
           disapprove in writing of his or her engagement in such activities
           either before or within a reasonable period of time after the Board
           knew or could reasonably have known that the Participant engaged in
           those activities.


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       (B) Notwithstanding Subsection (A), a Participant may not be terminated
           for Cause unless and until there has been delivered to such
           Participant a copy of a resolution duly adopted by the affirmative
           vote of not less than a majority of the entire membership of the
           Board (excluding such Participant) at a meeting of the Board called
           and held for such purpose (after reasonable notice to such
           Participant and an opportunity for such Participant, together with
           his or her counsel, to be heard before the Board), finding that in
           the good faith opinion of the Board such Participant was guilty of
           the conduct set forth in clause (1), (2) or (3) of Subsection (A) and
           specifying the particulars thereof in detail.

2.6.   CHANGE IN CONTROL.

       (A) "CHANGE IN CONTROL" is the occurrence of any of the following on or
           after May 14, 2001:

           (1) the sale, lease, exchange or other transfer, directly or
               indirectly, of all or substantially all of the assets of the
               Parent Corporation, in one transaction or in a series of related
               transactions, to any Person;

           (2) the approval by the shareholders of the Parent Corporation of any
               plan or proposal for the liquidation or dissolution of the Parent
               Corporation;

           (3) any Person, other than a "bona fide underwriter," is or becomes
               the "beneficial owner" (as defined in Rule 13d-3 under the
               Exchange Act), directly or indirectly, of (a) 20 percent or more,
               but not more than 50 percent, of the combined voting power of the
               Parent Corporation's outstanding securities ordinarily having the
               right to vote at elections of directors, unless the transaction
               resulting in such ownership has been approved in advance by the
               "continuity directors," as defined at Subsection (B), or (b) more
               than 50 percent of the combined voting power of the Parent
               Corporation's outstanding securities ordinarily having the right
               to vote at elections of directors (regardless of any approval by
               the continuity directors);

           (4) a merger or consolidation to which the Parent Corporation is a
               party if the shareholders of the Parent Corporation immediately
               prior to the effective date of such merger or consolidation have,
               solely on account of ownership of securities of the Parent
               Corporation at such time, "beneficial ownership" (as defined in
               Rule 13d-3 under the Exchange Act) immediately following the
               effective date of such merger or consolidation of securities of
               the surviving company representing (a) 50 percent or more, but
               not more than 80 percent, of the combined voting power of the
               surviving corporation's then outstanding securities ordinarily
               having the right to vote at elections of directors, unless such
               merger or consolidation has been approved in advance by the
               continuity directors, or (b) less than 50 percent of the combined
               voting power of the surviving corporation's then outstanding
               securities ordinarily having the right to vote at elections of
               directors (regardless of any approval by the continuity
               directors);

           (5) the continuity directors cease for any reason to constitute at
               least a majority the Board; or

           (6) a change in control of a nature that is determined by outside
               legal counsel to the Parent Corporation, in a written opinion
               specifically referencing this provision of the Plan, to be
               required to be reported (assuming such event has not been
               "previously reported") pursuant to section 13 or 15(d) of the
               Exchange Act, whether or not the Parent Corporation is then
               subject to such reporting requirement, as of the effective date
               of such change in control.


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       (B) For purposes of this section:

           (1) "continuity director" means any individual who is a member of the
               Board on May 14, 2001, while he or she is a member of the Board,
               and any individual who subsequently becomes a member of the Board
               whose election or nomination for election by the Parent
               Corporation's shareholders was approved by a vote of at least a
               majority of the directors who are continuity directors (either by
               a specific vote or by approval of the proxy statement of the
               Parent Corporation in which such individual is named as a nominee
               for director without objection to such nomination); and

           (2) "bona fide underwriter" means a Person engaged in business as an
               underwriter of securities that acquires securities of the Parent
               Corporation through such Person's participation in good faith in
               a firm commitment underwriting until the expiration of 40 days
               after the date of such acquisition.

2.7.   CODE. The "CODE" is the Internal Revenue Code of 1986, as amended. Any
       reference to a specific provision of the Code includes a reference to
       such provision as it may be amended from time to time and to any
       successor provision.

2.8.   COMPANY. The "COMPANY" is the Parent Corporation, any Successor and any
       Affiliate.

2.9.   DATE OF TERMINATION. The "DATE OF TERMINATION" with respect to a
       Participant following a Change in Control (or prior to a Change in
       Control if the Participant's termination was either a condition of the
       Change in Control or was at the request or insistence of any Person
       related to the Change in Control) means:

       (A) if the Participant's employment is to be terminated by the
           Participant for Good Reason, the date specified in the Notice of
           Termination which in no event may be a date more than 15 days after
           the date on which Notice of Termination is given unless the Company
           agrees in writing to a later date;

       (B) if the Participant's employment is to be terminated by the
           Participant for any reason during the one (1) month period six (6)
           months following a Change in Control, the date specified in the
           Notice of Termination which in no event may be a date more than 15
           days after the date on which Notice of Termination is given unless
           the Company agrees in writing to a later date;

       (C) if the Participant's employment is to be terminated by the Company
           for Cause, the date specified in the Notice of Termination;

       (D) if the Participant's employment is terminated by reason of his or her
           death, the date of his or her death; or

       (E) if the Participant's employment is to be terminated by the Company
           for any reason other than Cause or his or her death, the date
           specified in the Notice of Termination, which in no event may be a
           date earlier than 15 days after the date on which a Notice of
           Termination is given, unless the Participant expressly agrees in
           writing to an earlier date.


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       If the Company terminates a Participant's employment for Cause and the
       Participant has not previously expressly agreed in writing to the
       termination, then within the 30-day period after the Participant's
       receipt of the Notice of Termination, the Participant may notify the
       Company that a dispute exists concerning the termination, in which event
       the Date of Termination will be the date set either by mutual written
       agreement of the parties or by the arbitrators or a court in a proceeding
       as provided in Section 5.4. During the pendency of any such dispute, the
       Participant will continue to make himself or herself available to provide
       services to the Company and the Company will continue to pay the
       Participant his or her full compensation and benefits in effect
       immediately prior to the date on which the Notice of Termination is given
       (without regard to any changes to such compensation or benefits which
       constitute Good Reason) and until the dispute is resolved in accordance
       with Section 5.4. The Participant will be entitled to retain the full
       amount of any such compensation and benefits without regard to the
       resolution of the dispute unless the arbitrators or judge decide(s) that
       the Participant's claim of a dispute was frivolous or advanced by the
       Participant in bad faith.

2.10.  ELIGIBLE PARTICIPANT. An "ELIGIBLE PARTICIPANT" is a Participant who has
       become eligible to receive benefits pursuant to Section 3.3.

2.11.  ERISA. "ERISA" is the Employee Retirement Income Security Act of 1974, as
       amended. Any reference to a specific provision of ERISA includes a
       reference to such provision as it may be amended from time to time and to
       any successor provision.

2.12.  EXCHANGE ACT. The "EXCHANGE ACT" is the Securities Exchange Act of 1934,
       as amended. Any reference to a specific provision of the Exchange Act or
       to any rule or regulation thereunder includes a reference to such
       provision as it may be amended from time to time and to any successor
       provision.

2.13.  GOOD REASON.

       (A) Subject to Subsection (B), "GOOD REASON" with respect to a
           Participant is any of the following:

           (1) a change in the Participant's status, position(s), duties or
               responsibilities as an executive of the Company as in effect at
               any time during the 90-day period ending on the date of the
               Change in Control which, in the Participant's reasonable
               judgment, is adverse (other than, if applicable, any such change
               directly attributable to the fact that the Parent Corporation is
               no longer publicly owned); provided, however, that Good Reason
               does not include a change in a Participant's status, position(s),
               duties or responsibilities caused by an insubstantial and
               inadvertent action that is remedied by the Company promptly after
               receipt of notice of such change is given by the Participant;

           (2) a reduction by the Company in the Participant's Base Pay, or an
               adverse change in the form or timing of the payment thereof, as
               in effect immediately prior to the Change in Control or as
               thereafter increased;

           (3) the failure by the Company to cover the Participant under Benefit
               Plans that, in the aggregate, provide substantially similar
               benefits to the Participant and/or his or her family and
               dependents at a substantially similar total cost to the
               Participant (e.g., premiums, deductibles, co-pays, out of pocket
               maximums, required contributions, taxes and the like) relative to
               the benefits and total costs under the Benefit Plans in which the
               Participant (and/or his or her family or dependents) is
               participating at any time during the 90-day period immediately
               preceding the Change in Control;




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           (4) the Company's requiring a Participant to be based more than 30
               miles from where his or her office is located immediately prior
               to the Change in Control, except for required travel on the
               Company's business, and then only to the extent substantially
               consistent with the business travel obligations which the
               Participant undertook on behalf of the Company during the 90-day
               period ending on the date of the Change in Control (without
               regard to travel related to or in anticipation of the Change in
               Control);

           (5) the failure of the Parent Company to obtain from any Successor
               the assent to this Plan contemplated by Section 6.1;

           (6) any purported termination by the Company of a Participant's
               employment which is not properly effected pursuant to a Notice of
               Termination and pursuant to any other requirements of this Plan,
               and for purposes of this Plan, no such purported termination will
               be effective; or

           (7) any refusal by the Company to continue to allow a Participant to
               attend to matters or engage in activities not directly related to
               the business of the Company which, at any time prior to the
               Change in Control, the Participant was not expressly prohibited
               by the Company from attending to or engaging in.

       (B) A Participant's continued employment does not constitute consent to,
           or waiver of any rights arising in connection with, any circumstance
           constituting Good Reason. Termination by a Participant of his or her
           employment for Good Reason as defined in this section will constitute
           Good Reason for all purposes of this Plan, notwithstanding that the
           Participant may also thereby be deemed to have "retired" under any
           applicable retirement programs of the Company.

2.14.  GOVERNING LAW. To the extent that state law is not preempted by
       provisions of ERISA or any other laws of the United States, all questions
       pertaining to the construction, validity, effect and enforcement of this
       Plan will be determined in accordance with the internal, substantive laws
       of the State of California, without regard to the conflict of laws
       principles of the State of California or of any other jurisdiction.

2.15.  HEADINGS. The headings of articles and sections are included solely for
       convenience. If there is a conflict between the headings and the text of
       the Plan, the text will control.

2.16.  NOTICE OF TERMINATION. A "NOTICE OF TERMINATION" is a written notice
       given on or after the date of a Change in Control (unless the termination
       before the date of the Change in Control was either a condition of the
       Change in Control or was at the request or insistence of any Person
       related to the Change in Control) which indicates the specific
       termination provision in this Plan pursuant to which the notice is given.
       Any purported termination by the Company or by a Participant for Good
       Reason on or after the date of a Change in Control (or before the date of
       the Change in Control if the termination was either a condition of the
       Change in Control or was at the request or insistence of any Person
       related to the Change in Control) must be communicated by written Notice
       of Termination to be effective; provided, that a Participant's failure to
       provide Notice of Termination will not limit any of his or her rights
       under the Plan except to the extent the Company demonstrates that it
       suffered material actual damages by reason of such failure.


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2.17.  NUMBER AND GENDER. Wherever appropriate, the singular number may be read
       as the plural, the plural number may be read as the singular and a
       reference to one gender may be read as a reference to the other.

2.18.  PARENT CORPORATION. The "PARENT CORPORATION" is OptimumCare Corporation
       and any Successor.

2.19.  PARTICIPANT. A "PARTICIPANT" is a Qualified Employee who is participating
       in the Plan pursuant to Article 3.

2.20.  PLAN. The "PLAN" is that set forth in this instrument as it may be
       amended from time to time.

2.21.  PERSON. A "PERSON" includes any individual, corporation, partnership,
       group, association or other "person," as such term is used in section
       14(d) of the Exchange Act, other than the Parent Corporation, any
       Affiliate or any benefit plan sponsored by the Parent Corporation or an
       Affiliate.

2.22.  QUALIFIED EMPLOYEE. A "QUALIFIED EMPLOYEE" is an individual who (a) at
       any time during the 90-day period ending on the date of a Change in
       Control, is employed by the Parent Corporation as Chief Executive
       Officer, President or Chief Operating Officer and (b) is not a party to a
       separate written agreement with the Company which by its express terms
       specifically provides that the individual is not eligible to participate
       in the Plan.

2.23.  SUCCESSOR. A "SUCCESSOR" is any Person that succeeds to, or has the
       practical ability to control (either immediately or solely with the
       passage of time), the Parent Corporation's business directly, by merger,
       consolidation or other form of business combination, or indirectly, by
       purchase of the Parent Corporation's outstanding securities ordinarily
       having the right to vote at the election of directors, all or
       substantially all of its assets or otherwise.

2.24.  TRUST. "TRUST" means the trust or trusts, if any, established by the
       Company pursuant to Section 5.5.

2.25.  TRUSTEE. "TRUSTEE" means the one or more banks or trust companies who at
       the relevant time has or have been appointed by the Company to act as
       Trustee of the Trust.



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                                  ARTICLE 3.

                  PARTICIPATION AND ELIGIBILITY FOR BENEFITS

3.1.   COMMENCEMENT OF PARTICIPATION. An individual who is hired as a Qualified
       Employee prior to the date of a Change in Control will commence
       participation in the Plan on May 14, 2001. An individual who is hired as
       a Qualified Employee on or after the date of a Change in Control is not
       eligible to participate in the Plan.

3.2.   CEASING TO BE A QUALIFIED EMPLOYEE.

       (A) A Participant who ceases for any reason to be a Qualified Employee
           will, except with respect to any current or future benefit to which
           he or she is then entitled, thereupon cease his or her participation
           in the Plan.

       (B) Notwithstanding any other provision of the Plan to the contrary, a
           Participant will cease to be a Qualified Employee if, prior to the
           date of a Change in Control: (1) an Affiliate is sold, merged,
           transferred or in any other manner or for any other reason ceases to
           be an Affiliate or all or any portion of the business or assets of an
           Affiliate are sold, transferred or otherwise disposed of and no
           Change in Control occurs in connection therewith; (2) the
           Participant's primary employment duties are with the Affiliate at the
           time of the occurrence of such event; and (3) such Participant does
           not, in conjunction therewith, transfer employment directly to the
           Parent Corporation or another affiliate as a Qualified Employee.

3.3.   ELIGIBILITY FOR BENEFITS.

       (A) A Participant will become eligible for the benefits provided in
           Article 4 if and only if (1) (a) the Company terminates his or her
           employment for any reason other than his or her death or Cause or (b)
           the Participant terminates employment with the Company for Good
           Reason and (2) the termination occurs within the period beginning on
           the date of a Change in Control and ending on the last day of the
           twelfth month that begins after the month in which the Change in
           Control occurs or prior to a Change in Control if the termination was
           either a condition of the Change in Control or at the request or
           insistence of a Person related to the Change in Control.

       (B) If, on or after the date of a Change in Control, an Affiliate is
           sold, merged, transferred or in any other manner or for any other
           reason ceases to be an Affiliate or all or any portion of the
           business or assets of an Affiliate are sold, transferred or otherwise
           disposed of and the acquiror is not the Parent Corporation or an
           Affiliate (a "Disposition"), any individual who was a Qualified
           Employee immediately prior to the Disposition and who remains or
           becomes employed by the acquiror or an affiliate of the acquiror (as
           defined in Section 2.1 but substituting "acquiror" for "Parent
           Corporation") in connection with the Disposition will be deemed to
           have terminated employment on the effective date of the Disposition
           for purposes of Subsection (A) unless (1) the acquiror and its
           affiliates jointly and severally expressly assume and agree, in a
           manner that is enforceable by the individual, to perform the
           obligations of this Plan to the same extent that the Company would be
           required to perform if the Disposition had not occurred and (2) the
           Successor guarantees, in a manner that is enforceable by the
           individual, payment and performance by the acquiror.


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                                  ARTICLE 4.

                                   BENEFITS

4.1.   COMPENSATION AND BENEFITS BEFORE DATE OF TERMINATION. During the period
       beginning on the date a Participant or the Company, as the case may be,
       receives Notice of Termination and ending on the Date of Termination, the
       Company will continue to pay the Participant his or her Base Pay and
       cause his or her continued participation in all Benefit Plans in
       accordance with the terms of such Benefit Plans.

4.2.   CASH PAYMENT.

       (A) The Company will make a cash payment to an Eligible Participant in an
           amount equal to: (1) Seven Hundred Fifty Thousand Dollars ($750,000)
           if the Eligible Participant is employed by the Parent Corporation as
           Chief Executive Officer, and (2) Three Hundred Thousand Dollars
           ($300,000) if the Eligible Participant is employed by the Parent
           Corporation as President and/or Chief Operating Officer. In the event
           an Eligible Participant holds the position of Chief Executive Officer
           and also holds the position of President and/or Chief Operating
           Officer, the person shall be entitled only to the payment to be made
           to the Chief Executive Officer and not to the payment to be made to
           the President and/or Chief Operating Officer.

       (B) The amount determined under Subsection (A) will be paid in a single
           lump sum within ten days after the Eligible Participant's Date of
           Termination or, if later, within ten business days following the date
           of the Change in Control.

4.3.   CONTINUATION OF CERTAIN WELFARE BENEFITS.

       (A) During the period described in Subsection (B), the Company will
           maintain, or continue to reimburse or pay on behalf of the Eligible
           Participant, as the case may be, medical, dental and life insurance
           plans which by their terms cover each Eligible Participant (and his
           or her family members and dependents who were eligible to be covered
           at any time during the 90-day period ending on the date of a Change
           in Control for the period after the Change in Control in which such
           family members and dependents would otherwise continue to be covered
           under the terms of the plan in effect immediately prior to the Change
           in Control) under the same terms and at the same cost to the Eligible
           Participant and his or her family members and dependents as similarly
           situated executives who continue to be employed by the Company
           (without regard to any reduction in such benefits that constitutes
           Good Reason). The continuation period under applicable federal and
           state continuation laws will begin to run from the date on which
           coverage pursuant to this Section 4.3 ends.

       (B) For purposes of Subsection (A), the continuation period with respect
           to any particular plan is the period beginning on an Eligible
           Participant's Date of Termination and ending on the earlier of (1)
           the last day of the twelfth month that begins after the Eligible
           Participant's Date of Termination, (2) the date after the Eligible
           Participant's Date of Termination on which the Eligible Participant
           first becomes eligible to participate as an employee in a plan of
           another employer providing benefits to the Eligible Participant and
           his or her eligible family members and dependents which plan does not
           contain any exclusion or limitation with respect to any pre-existing
           condition of the Eligible Participant or any eligible family member
           or dependent who would otherwise be covered under the Company's plan
           but for this clause (2), or (3) the date of the Eligible
           Participant's death.


                                       9
<PAGE>   13
       (C) To the extent an Eligible Participant incurs a tax liability
           (including federal, state and local taxes and any interest and
           penalties with respect thereto) in connection with a benefit provided
           pursuant to Subsection (A) which he or she would not have incurred
           had he or she been an active employee of the Company participating in
           the Company's Benefit Plan, the Company will make a payment to the
           Eligible Participant in an amount equal to such tax liability plus an
           additional amount sufficient to permit the Eligible Participant to
           retain a net amount after all taxes (including penalties and
           interest) equal the initial tax liability in connection with the
           benefit. For purposes of applying the foregoing, an Eligible
           Participant's tax rate will be deemed to be the highest statutory
           marginal state and federal tax rate (on a combined basis) then in
           effect. The payment pursuant to this subsection will be made within
           ten days after the Eligible Participant's remittal of a written
           request therefor accompanied by a statement indicating the basis for
           and amount of the liability.

4.4.   GROSS-UP PAYMENTS. Following a Change in Control, the Company will cause
       its independent auditors promptly to review, at the Company's sole
       expense, the applicability of Code section 4999 to any payment or
       distribution of any type by the Company to or for the benefit of an
       Eligible Participant, whether paid or payable or distributed or
       distributable pursuant to the terms of the Plan, any Benefit Plan or
       otherwise (the "Total Payments"). If the auditor determines that the
       Total Payments result in an excise tax imposed by Code section 4999 or
       any comparable state or local law, or any interest or penalties with
       respect to such excise tax (such excise tax, together with any such
       interest and penalties, are collectively referred to as the "Excise
       Tax"), the Company will make an additional cash payment (a "Gross-Up
       Payment") to the Eligible Participant within ten days after such
       determination equal to an amount such that after payment by the Eligible
       Participant of all taxes (including any interest or penalties imposed
       with respect to such taxes), including any Excise Tax, imposed upon the
       Gross-Up Payment, the Eligible Participant would retain an amount of the
       Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.
       For purposes of the foregoing determination, an Eligible Participant's
       tax rate will be deemed to be the highest statutory marginal state and
       federal tax rate (on a combined basis) then in effect. If no
       determination by the Company's auditors is made prior to the time a tax
       return reflecting the Total Payments is required to be filed by the
       Eligible Participant, he or she will be entitled to receive from the
       Company a Gross-Up Payment calculated on the basis of the Excise Tax he
       or she reported in such tax return, within ten days after the later of
       the date on which he or she files such tax return or the date on which he
       or she provides a copy thereof to the Company. In all events, if any tax
       authority determines that a greater Excise Tax should be imposed upon the
       Total Payments than is determined by the Company's independent auditors
       or reflected in the Eligible Participants' tax return pursuant to this
       Section 4.4, the Eligible Participant is entitled to receive from the
       Company the full Gross-Up Payment calculated on the basis of the amount
       of Excise Tax determined to be payable by such tax authority within ten
       days after he or she notifies the Company of such determination.

4.5.   INDEMNIFICATION. Following a Change in Control, the Company will
       indemnify and advance expenses to an Eligible Participant to the full
       extent permitted by law for damages, costs and expenses (including,
       without limitation, judgments, fines, penalties, settlements and
       reasonable fees and expenses of the Participant's counsel) incurred in
       connection with all matters, events and transactions relating to such
       Eligible Participant's service to or status with the Company or any other
       corporation, employee benefit plan or other entity with whom the Eligible
       Participant served at the request of the Company.


                                       10
<PAGE>   14

                                  ARTICLE 5.

                   ADMINISTRATION AND ENFORCEMENT OF RIGHTS

5.1.   PLAN ADMINISTRATION. The Board has the power and authority to construe,
       interpret and administer the Plan. Prior to the date of a Change in
       Control, the Board may delegate such power and authority to any committee
       or individual but such delegation will automatically cease to be
       effective on the date of a Change in Control. Prior to (but not after)
       the date of a Change in Control, the power and authority of the Board and
       any individual or committee to whom such power and authority is in whole
       or in part delegated is discretionary as to all matters.

5.2.   AMENDMENT AND TERMINATION.

       (A) Prior to the date of a Change in Control, the Board may amend the
           Plan from time to time in such respects as the Board may deem
           advisable; provided, that the effective date of any amendment that
           adversely affects a Qualified Employee may not be less than one year
           after the date on which the amendment is approved by the Board and,
           if a Change in Control occurs prior to the date on which the
           amendment would otherwise be effective, the amendment automatically
           will be null and void. On and after the date of a Change in Control,
           the Plan may be amended with respect to a Participant only if he or
           she consents to the amendment in a written instrument signed by the
           Participant.

       (B) The Board may terminate the Plan at any time; provided, first, that
           prior to the date of a Change in Control, the effective date of the
           termination may not be less than one year after the date on which the
           termination is approved by the Board; and, second, that the Plan
           cannot be terminated, and no termination will become effective,
           within the period beginning on the date of a Change in Control and
           ending on the last day of the twelfth month that begins after the
           month in which the Change in Control occurs.

       (C) Any amendment or termination of the Plan must be set forth in a
           written instrument approved by the Board and signed by at least two
           officers of the Parent Corporation.

5.3.   BENEFIT CLAIMS. A person whose employment relationship with the Company
       has terminated and who has not been awarded benefits under the Plan or
       who objects to the amount of the benefits so awarded may, within 90 days
       after his or her employment has terminated, file a written request for
       benefits with the Board. The Board will review such request and will
       notify the claimant of its decision within 60 days after such request is
       filed. If the Board denies the claim for benefits, the notice of the
       denial will contain

       (A) the specific reason for the denial,

       (B) a specific reference to the provision of the Plan on which denial is
           based,

       (C) a description of any additional information or material necessary for
           the person to perfect his or her claim (and an explanation of why
           such information is material or necessary), and

       (D) an explanation of the Plan's claim review procedure.

       If the Board determines that a claimant is not eligible for benefits, or
       if the claimant believes that he or she is entitled to greater or
       different benefits, the claimant may file a petition for review with the
       Board within 60 days after the claimant receives the notice issued by the
       Board. Within 60 days after the Board receives the petition, the Board
       will give the claimant (and his or her counsel, if any) an opportunity to
       present his or her position to the Board orally or in writing, and the
       claimant (or his or her counsel) will have the right to review the
       pertinent documents. Within 60 days after the hearing (or the date of
       receipt of the petition if the claimant presents his or her position in
       writing) the Board will notify the claimant of its decision in writing,
       stating the decision and the specific provisions of the Plan on which the
       decision is based.


                                       11
<PAGE>   15

5.4.   DISPUTES.

       (A) If a Participant so elects, any dispute, controversy or claim arising
           under or in connection with this Plan will be settled exclusively by
           binding arbitration in Orange County, California in accordance with
           the Employee Benefit Plan Claims Arbitration Rules of the American
           Arbitration Association, incorporated by referenced herein. Judgment
           may be entered on the arbitrator's award in any court having
           jurisdiction; provided, that a Participant may seek specific
           performance of his or her right to receive benefits until the Date of
           Termination during the pendency of any dispute or controversy arising
           under or in connection with the Plan. If any dispute, controversy or
           claim for damages arising under or in connection with this Plan is
           settled by arbitration, the Company will pay, or if elected by the
           Participant, reimburse, all fees, costs and expenses incurred by a
           Participant related to such arbitration.

       (B) If a Participant does not elect arbitration, he or she may pursue all
           available legal remedies. The Company will pay, or if elected by the
           Participant, reimburse each Participant for, all fees, costs and
           expenses incurred by such Participant in connection with any actual,
           threatened or contemplated litigation relating to this Plan to which
           the Participant is or reasonably expects to become a party, whether
           or not initiated by the Participant, if the Participant is successful
           in recovering any benefit under this Plan as a result of such action.

       (C) The Company will not assert in any dispute or controversy with any
           Participant arising under or in connection with this Plan the
           Participant's failure to exhaust administrative remedies.

5.5.   FUNDING AND PAYMENT.

       (A) Immediately following a Change in Control, the Company must establish
           a Trust with an independent corporate trustee and fund the Trust with
           the amount equal to the amount of cash payments which may become due
           to any Participant pursuant to the terms of this Plan; provided,
           however, that the Company shall not be required to fund the Trust to
           the extent that such funding would impair the working capital of the
           Company. The Trust must (1) be a grantor trust with respect to which
           the Company is treated as grantor for purposes of Code section 677,
           (2) not cause the Plan to be funded for purposes of Title I of ERISA
           and (3) provide that Trust assets will, upon the insolvency of the
           Company, be used to satisfy claims of the Company's general
           creditors.

       (B) The Trustee will make distributions to Participants and Beneficiaries
           from the Trust in satisfaction of the Company's obligations under the
           Plan in accordance with the terms of the Trust and this Plan. The
           Company is responsible for paying any benefits that are not paid from
           the Trust.

       (C) Nothing contained in the Plan or Trust is to be construed as
           providing for assets to be held for the benefit of any Participant or
           any other person or persons to whom benefits are to be paid pursuant
           to the terms of this Plan, the Participant's or other person's only
           interest under the Plan being the right to receive the benefits set
           forth herein. The Trust is established only for the convenience of
           the Company and no Participant has any interest in the assets of the
           Trust. To the extent the Participant or any other person acquires a
           right to receive benefits under this Plan or the Trust, such right is
           no greater than the right of any unsecured general creditor of the
           Company.


                                       12
<PAGE>   16

                                  ARTICLE 6.

                                MISCELLANEOUS

6.1.   SUCCESSORS. The Parent Corporation will require any Successor to
       expressly assume and agree to perform the obligations of this Plan in the
       same manner and to the same extent that the Parent Corporation would be
       required to perform if no such succession had taken place. Failure of the
       Parent Corporation to obtain such assumption and agreement at least three
       business days prior to the time a Person becomes a Successor (or where
       the Parent Corporation does not have at least three business days'
       advance notice that a Person may become a Successor, within one business
       day after having notice that such Person may become or has become a
       Successor) will constitute Good Reason for termination of a Participant's
       employment. The date on which any such succession becomes effective will
       be deemed the Date of Termination and Notice of Termination will be
       deemed to have been given on such date. A Successor has no rights,
       authority or power with respect to the Plan prior to a Change in Control.

6.2.   BINDING PLAN. This Plan is for the benefit of, and is enforceable by,
       each Participant, each Participant's personal and legal representatives,
       executors, administrators, successors, heirs, distributees, devisees and
       legatees, but each Participant may not otherwise assign any of his or her
       rights or delegate any of his or her obligations under this Plan. If a
       Participant dies after becoming entitled to, but before receiving, any
       amounts payable under this Plan, all such amounts, unless otherwise
       provided in this Plan, will be paid in accordance with the terms of this
       Plan to such Participant's devisee, legatee or other designee or, if
       there be no such designee, to such Participant's estate.

6.3.   VALIDITY. The invalidity or unenforceability of any provision of the Plan
       does not affect the validity or enforceability of any other provision of
       the Plan, which will remain in full force and effect.

6.4.   NO MITIGATION. No Eligible Participant will be required to mitigate the
       amount of any benefits the Company becomes obligated to provide in
       connection with this Plan by seeking other employment or otherwise and
       the benefits to be provided in connection with this Plan may not be
       reduced, offset or subject to recovery by the Company by any benefits an
       Eligible Participant may receive from other sources.

6.5.   NO SET-OFF. The Company has no right to set-off benefits owed under this
       Plan against amounts owed or claimed to be owed by an Eligible
       Participant to the Company under this Plan or otherwise.

6.6.   TAXES. All benefits to be provided to each Eligible Participant in
       connection with this Plan will be subject to required withholding of
       federal, state and local income, excise and employment-related taxes.

6.7.   NOTICES. For the purposes of this Plan, notices and all other
       communications provided for in, or required under, this Plan must be in
       writing and will be deemed to have been duly given when personally
       delivered or when mailed by United States registered or certified mail,
       return receipt requested, postage prepaid and addressed to each
       Participant's or the Company's (as the case may be) respective address
       (provided that all notices to the Company must be directed to the
       attention of the chair of the Board, or if no such chair has been
       designated, to a member of the Compensation Committee of the Board). For
       purposes of any such notice requirement, the Company will use the
       Participant's most current address on file in the Company's personnel
       records. Any notice of a Participant's change of address will be
       effective only upon receipt by the Company.



                                       13
<PAGE>   17

6.8.   EFFECT OF PLAN BENEFITS ON OTHER SEVERANCE PLANS. A Participant who
       receives any payment under the terms of this Plan will not be eligible to
       receive benefits under any other severance pay plan sponsored or
       maintained by the Company.

6.9.   RELATED PLANS. To the extent that any provision of any other Benefit Plan
       or agreement between the Company and a Participant limits, qualifies or
       is inconsistent with any provision of this Plan, then for purposes of
       this Plan, while such other Benefit Plan or agreement remains in force,
       the provision of this Plan will control and such provision of such other
       Benefit Plan or agreement will be deemed to have been superseded, and to
       be of no force or effect, as if such other agreement had been formally
       amended to the extent necessary to accomplish such purpose. Nothing in
       this Plan prevents or limits a Participant's continuing or future
       participation in any Benefit Plan provided by the Company, and nothing in
       this Plan limits or otherwise affects the rights Participants may have
       under any Benefit Plans or other agreements with the Company. Amounts
       which are vested benefits or which Participants are otherwise entitled to
       receive under any Benefit Plan or other agreement with the Company at or
       subsequent to the Date of Termination will be payable in accordance with
       such Benefit Plan or other agreement.

6.10.  NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Plan is intended to
       provide any Participant with any right to continue in the employ of the
       Company for any period of specific duration or interfere with or
       otherwise restrict in any way Participants' rights or the rights of the
       Company, which rights are hereby expressly reserved, to terminate a
       Participant's employment at any time for any reason or no reason
       whatsoever, with or without cause.

6.11.  SURVIVAL. The respective obligations of, and benefits afforded to, the
       Company and the Participants which by their express terms or clear intent
       survive termination of a Participant's employment with the Company or
       termination of this Plan, as the case may be, will remain in full force
       and effect according to their terms notwithstanding the termination of a
       Participant's employment with the Company or termination of this Plan, as
       the case may be.

6.12.  EFFECT ON OTHER PLANS. Unless otherwise expressly provided therein,
       benefits paid or payable under the Plan will not be deemed to be salary
       or compensation for purposes of determining the benefits to which a
       Participant may be entitled under any other Benefit Plan sponsored,
       maintained or contributed to by the Company.

6.13.  PROHIBITION OF ALIENATION. No Participant will have the right to
       alienate, assign, encumber, hypothecate or pledge his or her interest in
       any benefit provided under the Plan, voluntarily or involuntarily, and
       any attempt to so dispose of any interest will be void.


                                       14