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                                                                    EXHIBIT 10.1


                          WATSON PHARMACEUTICALS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

     Watson Pharmaceuticals, Inc., a Nevada corporation (the "Company"), hereby
adopts the Watson Pharmaceuticals, Inc. Employee Stock Purchase Plan (the
"Plan"), effective as of February 12, 2001.

     The purposes of the Plan are as follows:

          (1) To assist eligible employees of the Company and its Designated
     Subsidiary Corporations (as defined below) in acquiring stock ownership in
     the Company pursuant to a plan which is intended to qualify as an "employee
     stock purchase plan", within the meaning of Section 423(b) of the Code (as
     defined below).

          (2) To encourage such employees to remain in the employment of the
     Company and its Subsidiary Corporations.

      1. Definitions. Whenever any of the following terms is used in the Plan
with the first letter or letters capitalized, it shall have the following
meaning unless context clearly indicates to the contrary (such definitions to be
equally applicable to both the singular and the plural forms of the terms
defined):

          (a) "Account" shall mean the account established for an Eligible
     Employee under the Plan with respect to an Offering Period.

          (b) "Agent" shall mean the brokerage firm, bank or other financial
     institution, entity or person(s) engaged, retained, appointed or authorized
     to act as the agent of the Company or an Employee with regard to the Plan.

          (c) "Authorization" shall mean an Eligible Employee's payroll
     deduction authorization with respect to an Offering Period provided by such
     Eligible Employee in accordance with Section 3(b).

          (d) "Compensation" shall mean the total compensation payable to an
     Eligible Employee by the Company or a Designated Subsidiary Corporation
     during such individual's period of participation in one or more Offering
     Periods under the Plan, including salary, wages, all overtime payments,
     bonuses, commissions, current profit-sharing distributions and other
     incentive compensation payments. Such Compensation shall be calculated
     before deduction of (A) any income or employment tax withholdings, or (B)
     any pre-tax contributions made by the Company or a Designated Subsidiary
     Corporation to any Code Section 401(k) salary deferral plan or any Code
     Section 125 cafeteria benefit program now or hereafter established by the
     Company or a Designated Subsidiary Corporation. However, Compensation shall
     not include any contributions (other than Code Section 401(k) or Code
     Section 125 contributions) made on the Eligible Employee's behalf by the
     Company or a Designated Subsidiary Corporation to any employee benefit or
     welfare plan now or hereafter established.

          (e) "Board" means the Board of Directors of the Company.

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

          (g) "Committee" means the committee of the Board appointed to
     administer the Plan pursuant to Section 13.

          (h) "Company" means Watson Pharmaceuticals, Inc., a Nevada
     corporation.

          (i) "Date of Exercise" of any Option means the date on which such
     Option is exercised, which shall be the last day of the Offering Period
     with respect to which the Option was granted, in accordance with Section
     4(a) (except as provided in Section 9).

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          (j) "Date of Grant" of any Option means the date on which such Option
     is granted, which shall be the first day of the Offering Period with
     respect to which the Option was granted, in accordance with Section 3(a).

          (k) "Designated Subsidiary Corporation" means any Subsidiary
     Corporation designated by the Board in accordance with Section 14.

          (l) "Eligible Employee" means an Employee of the Company or any
     Designated Subsidiary Corporation: (i) who does not, immediately after the
     Option is granted, own (directly or through attribution) stock possessing
     five percent (5%) or more of the total combined voting power or value of
     all classes of Stock or other stock of the Company, a Parent Corporation or
     a Subsidiary Corporation (as determined under Section 423(b)(3) of the
     Code); (ii) whose customary employment is for more than twenty (20) hours
     per week; and (iii) whose customary employment is for more than five (5)
     months in any calendar year. For purposes of paragraph (i) above, the rules
     of Section 424(d) of the Code with regard to the attribution of stock
     ownership shall apply in determining the stock ownership of an individual,
     and stock which an Employee may purchase under outstanding options shall be
     treated as stock owned by the Employee. During a leave of absence meeting
     the requirements of Treasury Regulation Section 1.421-7(h)(2), an
     individual shall be treated as an Employee of the Company or Subsidiary
     Corporation employing such individual immediately prior to such leave.

          (m) "Employee" shall mean an individual who renders services to the
     Company or a Subsidiary Corporation in the status of an "employee", within
     the meaning of Code Section 3401(c). "Employee" shall not include any
     director of the Company or a Subsidiary Corporation who does not render
     services to the Company or a Subsidiary Corporation in the status of an
     "employee", within the meaning of Code Section 3401(c).

          (n) "Offering Period" shall mean each six-month period commencing on
     any March 1 and September 1 on or after September 1, 2001; provided,
     however, that the first Offering Period under the Plan shall commence on
     June 1, 2001 and end on August 31, 2001. Options shall be granted on the
     Date of Grant and exercised on the Date of Exercise, as provided in
     Sections 3(a) and 4(a), respectively.

          (o) "Option" means an option to purchase shares of Stock granted under
     the Plan to an Eligible Employee in accordance with Section 3(a).

          (p) "Option Price" means the option price per share of Stock
     determined in accordance with Section 4(b).

          (q) "Parent Corporation" means any corporation, other than the
     Company, in an unbroken chain of corporations ending with the Company if,
     at the time of the granting of the Option, each of the corporations other
     than the Company owns stock possessing 50% or more of the total combined
     voting power of all classes of stock in one of the other corporations in
     such chain.

          (r) "Payday" means the regular and recurring established day for
     payment of Compensation to an Employee of the Company or any Subsidiary
     Corporation.

          (s) "Plan" means the Watson Pharmaceuticals, Inc. Employee Stock
     Purchase Plan.

          (t) "Stock" means the shares of the Company's Common Stock, $.0033 par
     value.

          (u) "Subsidiary Corporation" means any corporation, other than the
     Company, in an unbroken chain of corporations beginning with the Company
     if, at the time of the granting of the Option, each of the corporations
     other than the last corporation in an unbroken chain owns stock possessing
     50% or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain.

      2. Stock Subject to the Plan. Subject to the provisions of Section 9
hereof (relating to adjustments upon changes in the Stock) and Section 12 hereof
(relating to amendments of the Plan), the maximum number of shares of Stock
which shall be made available for sale under the Plan shall be 500,000 shares,
plus an annual increase to be added on each anniversary date of the adoption of
the Plan during the term of the Plan equal to the least of (i) 50,000 shares, or
(ii) a lesser amount determined by the Board.
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      3. Grant of Options.

     (a) Option Grants. The Company shall grant Options under the Plan to all
Eligible Employees in successive Offering Periods until the earlier of: (i) the
date on which the number of shares of Stock available under the Plan have been
sold, or (ii) the date on which the Plan is suspended or terminates. Each
Employee who is an Eligible Employee on the first day of an Offering Period
shall be granted an Option with respect to such Offering Period. The Date of
Grant of such an Option shall be the first day of the Offering Period with
respect to which such Option was granted. Each Option shall expire on the Date
of Exercise immediately after the automatic exercise of the Option in accordance
with Section 4(a), unless such Option terminates earlier in accordance with
Section 5, 6 or 9. The number of shares of Stock subject to an Eligible
Employee's Option shall equal the cumulative payroll deductions authorized by
such Eligible Employee in accordance with subsection (b) for the Option Period
(if any), divided by the Option Price; provided, however, that the number of
shares of Stock subject to such Option shall not exceed 5,000 shares; and,
provided, further, that the number of shares of Stock subject to such Option
shall not exceed the number determined in accordance with subsection (c). The
Company shall not grant an Option with respect to an Offering Period to any
individual who is not an Eligible Employee on the first day of such Offering
Period.

     (b) Election to Participate; Payroll Deduction Authorization. Except as
provided in subsection (d), an Eligible Employee shall participate in the Plan
only by means of payroll deduction. Each Eligible Employee who elects to
participate in the Plan with respect to an Offering Period shall deliver to the
Company, not later than ten (10) days before the first day of the Offering
Period, a completed and executed written payroll deduction authorization in a
form prepared by the Committee (the "Authorization"). An Eligible Employee's
Authorization shall give notice of such Eligible Employee's election to
participate in the Plan for the next following Offering Period (and subsequent
Offering Periods) and shall designate a whole percentage of such Eligible
Employee's Compensation to be withheld by the Company or the Designated
Subsidiary Corporation employing such Eligible Employee on each Payday during
the Offering Period. An Eligible Employee may designate any whole percentage of
Compensation which is not to be less than one percent (1%) and not more than
fifteen percent (15%). An Eligible Employee's Compensation payable during an
Offering Period shall be reduced each Payday through payroll deduction in an
amount equal to the percentage specified in the Authorization, and such amount
shall be credited to such Eligible Employee's Account under the Plan. An
Eligible Employee may change the percentage of Compensation designated in the
Authorization, subject to the limits of this subsection (b), or may suspend the
Authorization, at any time during the Offering Period, provided, that any such
change or suspension shall become effective not later than ten (10) days after
receipt by the Company. Any Authorization shall remain in effect for each
subsequent Offering Period, unless the Eligible Employee submits a new
Authorization pursuant to this subsection (b), withdraws from the Plan pursuant
to Section 5, ceases to be an Eligible Employee as defined in Section 1(l) or
terminates employment as provided in Section 6.

     (c) $25,000 Limitation. No Eligible Employee shall be granted an Option
under the Plan which permits his or her rights to purchase shares of Stock under
the Plan, together with other options to purchase shares of Stock or other stock
under all other employee stock purchase plans of the Company, any Parent
Corporation or any Subsidiary Corporation subject to the Section 423, to accrue
at a rate which exceeds $25,000 of fair market value of such shares of Stock or
other stock (determined at the time the Option or other option is granted) for
each calendar year in which the Option is outstanding at any time. For purpose
of the limitation imposed by this subsection, (i) the right to purchase shares
of Stock or other stock under an Option or other option accrues when the Option
or other option (or any portion thereof) first becomes exercisable during the
calendar year, (ii) the right to purchase shares of Stock or other stock under
an Option or other option accrues at the rate provided in the Option or other
option, but in no case may such rate exceed $25,000 of the fair market value of
such Stock or other stock (determined at the time such Option or other option is
granted) for any one calendar year, and (iii) a right to purchase Stock or other
stock which has accrued under an Option or other option may not be carried over
to any Option or other option. This limitation shall be applied in accordance
with Section 423(b)(8) of the Code and the Treasury Regulations thereunder.

     (d) Leaves of Absence. During a leave of absence meeting the requirements
of Treasury Regulation Section 1.421-7(h)(2), an Employee may continue to
participate in the Plan by making cash payments to
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the Company on each Payday equal to the amount of the Employee's payroll
deduction under the Plan for the Payday immediately preceding the first day of
such Employee's leave of absence.

      4. Exercise of Options; Option Price.

     (a) Option Exercise. Each Employee automatically and without any act on
such Employee's part shall be deemed to have exercised such Employee's Option on
the Date of Exercise to the extent that the balance then in the Employee's
Account is sufficient to purchase, at the Option Price, whole shares of the
Stock subject to the Option. No fractional shares may be purchased upon exercise
of the Option. The balance of the amount credited to the Account of each
Employee which has not been applied to the purchase of shares of Stock on the
Date of Exercise shall remain in such account and shall be applied to subsequent
Option exercises, subject to the terms of this Sections 4(d) and 5(a).

     (b) Option Price Defined. The option price per share of Stock (the "Option
Price") to be paid by an Employee upon the exercise of the Employee's Option
shall be equal to 85% of the lesser of: (i) the Fair Market Value of a share of
Stock on the Date of Exercise and (ii) the Fair Market Value of a share of Stock
on the Date of Grant. The Fair Market Value of a share of Stock as of a given
date shall be (a) the closing price of a share of Stock on the principal
exchange on which shares of Stock are then trading, if any (or as reported on
any composite index which includes such principal exchange), on the trading day
previous to such date, or if shares were not traded on the trading day previous
to such date, then on the immediately preceding date on which a trade occurred,
(b) if Stock is not traded on an exchange but is quoted on Nasdaq or a successor
quotation system, the mean between the closing representative bid and asked
prices for the Stock on the trading day previous to such date as reported by
Nasdaq or such successor quotation system, or (c) if Stock is not publicly
traded on an exchange and not quoted on Nasdaq or a successor quotation system,
the Fair Market Value of a share of Stock as established by the Committee acting
in good faith.

     (c) Book Entry/Share Certificates. As soon as reasonably practicable after
the purchase of whole shares of Stock upon the exercise of an Option by an
Employee, the Company shall issue the shares of Stock to such Employee and such
shares shall be held in the custody of the Agent for the benefit of the
Employee. The Company or the Agent shall make an entry on its books and records
indicating that the shares of Stock purchased in connection with such exercise
have been duly issued as of that date to such Employee. An Employee shall have
the right at any time to request in writing a certificate or certificates for
all or a portion of the whole shares of Stock purchased hereunder. Upon receipt
of an Employee's written request for any such certificate, the Company shall (or
shall cause the Agent to), within ten (10) days or, if later, as soon as
reasonably practicable after the date of such receipt, deliver any such
certificate to the Employee. Nothing in this subsection (c) shall prohibit the
sale or other disposition by an Employee of shares of Stock purchased hereunder.
In the event the Company is required to obtain authority from any commission or
agency to issue any certificate or certificates for all or a portion of the
whole shares of Stock purchased hereunder, the Company shall seek to obtain such
authority as soon as reasonably practicable.

     (d) Pro Rata Allocations. If the total number of shares of Stock for which
Options are to be exercised on any date exceeds the number of shares of Stock
remaining unsold under the Plan (after deduction for all shares of Stock for
which Options have theretofore been exercised), the Committee shall make a pro
rata allocation of the available remaining shares of Stock in as nearly a
uniform manner as shall be practicable and the balance of the amount credited to
the Account of each Employee which has not been applied to the purchase of
shares of Stock shall be paid to such Employee in one lump sum in cash within
thirty (30) days after the Date of Exercise, without any interest thereon.

     (e) Information Statement. The Company shall provide each Employee whose
Option is exercised with an information statement in accordance with Section
6039(a) of the Code and the Treasury Regulations thereunder. The Company shall
maintain a procedure for identifying certificates of shares of Stock sold upon
the exercise of Options in accordance with Section 6039(b) of the Code.

      5. Withdrawal from the Plan.

     (a) Withdrawal Election. An Employee may withdraw from participation under
the Plan at any time, except that an Employee may not withdraw during the last
ten (10) days of any Option Period. An Employee
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electing to withdraw from the Plan must deliver to the Company a notice of
withdrawal in a form prepared by the Committee (the "Withdrawal Election"), not
later than ten (10) days prior to the Date of Exercise for such Option Period.
Upon receipt of an Employee's Withdrawal Election, the Company or Subsidiary
Corporation employing the Employee shall pay to the Employee the amount credited
to the Employee's Account in one lump sum payment in cash, without any interest
thereon, and subject to Section 4(c), the Company shall (or shall cause the
Agent to) deliver to the Employee certificates for any whole shares of Stock
previously purchased by the Employee (the value of any fractional share to be
returned to such Employee by check), in either case within thirty (30) days of
receipt of the Employee's Withdrawal Election. Upon receipt of an Employee's
Withdrawal Election by the Company, the Employee shall cease to participate in
the Plan and the Employee's Option for such Option Period shall terminate.

     (b) Eligibility following Withdrawal. An Employee who withdraws from the
Plan with respect to an Option Period, and who is still an Eligible Employee,
may elect to participate again in the Plan for any subsequent Offering Period by
delivering to the Company an Authorization pursuant to Section 3(b).

      6. Termination of Employment.

     (a) Termination of Employment Other than by Death. If the employment of an
Employee with the Company and the Subsidiary Corporation terminates other than
by death, the Employee's participation in the Plan automatically and without any
act on the Employee's part shall terminate as of the date of the termination of
the Employee's employment. As soon as practicable after such a termination of
employment, the Company or Subsidiary Corporation employing the Employee shall
pay to the Employee the amount credited to the Employee's Account in one lump
sum payment in cash, without any interest thereon, and subject to Section 4(c),
the Company shall (or shall cause the Agent to) deliver to the Employee
certificates for any whole shares of Stock previously purchased by the Employee
(the value of any fractional share to be returned to such Employee by check).
Upon an Employee's termination of employment covered by this subsection, the
Employee's Authorization and Option under the Plan shall terminate.

     (b) Termination by Death. If the employment of an Employee is terminated by
the Employee's death, the executor of the Employee's will or the administrator
of the Employee's estate, by written notice to the Company, may request payment
of the balance in the Employee's Account, in which event the Company or
Subsidiary Corporation employing the Employee shall pay the amount credited to
the Employee's Account in one lump sum payment in cash, without any interest
thereon, and subject to Section 4(c), the Company shall (or shall cause the
Agent to) deliver to the Employee certificates for any whole shares of Stock
previously purchased by the Employee (the value of any fractional share to be
returned to such Employee by check) as soon as practicable after receiving such
notice. Upon receipt of such notice, the Employee's Authorization and Option
under the Plan shall terminate. If the Company does not receive such notice
prior to the next Date of Exercise, the Employee's Option shall be deemed to
have been exercised on such Date of Exercise.

      7. Restriction upon Assignment. An Option granted under the Plan shall not
be transferable other than by will or the laws of descent and distribution, and
is exercisable during the Employee's lifetime only by the Employee. Except as
provided in Section 6(b) hereof, an Option may not be exercised to any extent
except by the Employee. The Company shall not recognize and shall be under no
duty to recognize any assignment or alienation of the Employee's interest in the
Plan, the Employee's Option or any rights under the Employee's Option.

      8. No Rights of Stockholders until Shares Issued. With respect to shares
of Stock subject to an Option, an Employee shall not be deemed to be a
stockholder of the Company, and the Employee shall not have any of the rights or
privileges of a stockholder, until such shares have been issued to the Employee
or his or her nominee following exercise of the Employee's Option. No
adjustments shall be made for dividends (ordinary or extraordinary, whether in
cash securities, or other property) or distribution or other rights for which
the record date occurs prior to the date of such issuance, except as otherwise
expressly provided herein.

      9. Changes in the Stock and Corporate Events; Adjustment of Options.

     (a) Subject to Section 9(c), in the event that the Committee, in its sole
discretion, determines that any dividend or other distribution (whether in the
form of cash, Stock, other securities, or other property),
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recapitalization, reclassification, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of Stock or other securities of the Company, issuance of warrants or
other rights to purchase Stock or other securities of the Company, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or
with respect to an Option, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of:

          (i) the number and kind of shares of Stock (or other securities or
     property) with respect to which Options may be granted (including, but not
     limited to, adjustments of the limitation in Section 3(a) on the maximum
     number of shares of Stock which may be purchased),

          (ii) the number and kind of shares of Stock (or other securities or
     property) subject to outstanding Options, and

          (iii) the exercise price with respect to any Option.

     (b) Subject to Section 9(c), in the event of any transaction or event
described in Section 9(a) or any unusual or nonrecurring transactions or events
affecting the Company, any affiliate of the Company, or the financial statements
of the Company or any affiliate, or of changes in applicable laws, regulations,
or accounting principles, the Committee, in its sole discretion, and on such
terms and conditions as it deems appropriate, either by the terms of the Option
or by action taken prior to the occurrence of such transaction or event and
either automatically or upon the Employee's request, is hereby authorized to
take any one or more of the following actions whenever the Committee determines
that such action is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan
or with respect to any Option under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:

          (i) To provide that all Options outstanding shall terminate without
     being exercised on such date as the Committee determines in its sole
     discretion;

          (ii) To provide that all Options outstanding shall be exercised prior
     to the Date of Exercise of such Options on such date as the Committee
     determines in its sole discretion and such Options shall terminate
     immediately after such exercises.

          (iii) To provide for either the purchase of any Option outstanding for
     an amount of cash equal to the amount that could have been obtained upon
     the exercise of such Option had such Option been currently exercisable, or
     the replacement of such Option with other rights or property selected by
     the Committee in its sole discretion;

          (iv) To provide that such Option be assumed by the successor or
     survivor corporation, or a parent or subsidiary thereof, or shall be
     substituted for by similar options, covering the stock of the successor or
     survivor corporation, or a parent or subsidiary thereof, with appropriate
     adjustments as to the number and kind of shares and prices; and

          (v) To make adjustments in the number and type of shares of Stock (or
     other securities or property) subject to outstanding Options, or in the
     terms and conditions of outstanding Options, or Options which may be
     granted in the future.

     (c) No adjustment or action described in this Section 9 or in any other
provision of the Plan shall be authorized to the extent that such adjustment or
action would cause the Plan to fail to satisfy the requirements of Section 423
of the Code. Furthermore, no such adjustment or action shall be authorized to
the extent such adjustment or action would result in short-swing profits
liability under Section 16 of the Securities and Exchange Act of 1934, as
amended, or violate the exemptive conditions of Rule 16b-3 unless the Committee
determines that the Option is not to comply with such exemptive conditions. The
number of shares of Stock subject to any Option shall always be rounded to the
next whole number.

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     (d) The existence of the Plan and the Options granted hereunder shall not
affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Stock or the rights thereof of which are convertible into or
exchangeable for Stock, or the dissolution or liquidation of the company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

     10. Use of Funds; No Interest Paid. All funds received or held by the
Company under the Plan shall be included in the general funds of the Company
free of any trust or other restriction and may be used for any corporate
purpose. No interest will be paid to any Employee or credited to any Employee's
Account with respect to such funds.

     11. Dividends.

     (a) Cash dividends and other cash distributions received by the Agent with
respect to Stock held in its custody hereunder will be credited to each
Employee's Account in accordance with such Employee's interests in such Stock,
and shall be applied, as soon as practicable after the receipt thereof by the
Agent, to the purchase in the open market at prevailing market prices of the
number of whole shares of Stock that may be purchased with such funds (after
deductions of any bank service fees, brokerage charges, transfer taxes, and any
other transaction fee, expense or cost payable in connection with the purchase
of such shares of Stock and not otherwise paid by the Employer.)

     (b) All purchases of shares of Stock made pursuant to this Section 11 will
be made in the name of the Agent or its nominee, and shall be transferred and
credited to the Account(s) of the Employees to which such dividends or other
distributions were credited. Dividends paid in the form of shares of Stock will
be allocated by the Agent, as and when received, with respect to Stock held in
its custody hereunder to the Account of each Employee in accordance with such
Employee's interests in such Stock. Property, other than Stock or cash, received
by the Agent as a distribution on Stock held in its custody hereunder, shall be
sold by the Agent for the accounts of Employees, and the Agent shall treat the
proceeds of such sale in the same manner as cash dividends received by the Agent
on Stock held in its custody hereunder.

     12. Amendment, Suspension or Termination of the Plan. Each of the Board and
the Committee may amend, suspend, or terminate the Plan at any time and from
time to time, provided that approval by a vote of the holders of the outstanding
shares of the Company's capital stock entitled to vote shall be required to
amend the Plan to: (a) increase the number of shares of Stock that may be sold
pursuant to Options under the Plan, (b) extend the term of the Plan specified in
Section 16, or (c) in any manner that would cause the Plan to no longer be an
"employee stock purchase plan" within the meaning of Section 423(b) of the Code.

     13. Administration by Committee; Rules and Regulations.

     (a) Appointment of Committee. The Committee shall consist of two or more
members, and may be comprised of members of the Board or Employees. Appointment
of Committee members shall be made by the Board and shall be effective upon
acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may be filled
by the Board.

     (b) Duties and Powers of Committee. It shall be the duty of the Committee
to conduct the general administration of the Plan in accordance with its
provisions. The Committee shall have the power to interpret the Plan and the
terms of the Options, and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. In its absolute discretion, the Board
may at any time and from time to time exercise any and all rights and duties of
the Committee under the Plan.

     (c) Majority Rule; Unanimous Written Consent. The Committee shall act by a
majority of its members in attendance at a meeting at which a quorum is present
or by a memorandum or other written instrument signed by all members of the
Committee.

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     (d) Compensation; Professional Assistance; Good Faith Actions. Members of
the Committee shall receive such compensation, if any, for their services as
members as may be determined by the Board. All expenses and liabilities which
members of the Committee incur in connection with the administration of the Plan
shall be borne by the Company. The Committee may, with the approval of the
Board, employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and the Company's officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee or the Board in good faith shall be final and binding upon all
Option holders, the Company and all other interested persons. No members of the
Committee or Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or Options, and all
members of the Committee and the Board shall be fully protected by the Company
to the maximum extent permitted under applicable law and the charter documents
of the Company in respect of any such action, determination or interpretation.

     14. Designation of Subsidiary Corporations. The Board shall designate from
among the Subsidiary Corporations, as determined from time to time, the
Subsidiary Corporation or Subsidiary Corporations whose Employees shall be
eligible to be granted Options under the Plan. The Board may designate a
Subsidiary Corporation, or terminate the designation of a Subsidiary
Corporation, without the approval of the stockholders of the Company.

     15. No Rights as an Employee. Nothing in the Plan shall be construed to
give any person (including any Eligible Employee) the right to remain in the
employ of the Company, a Parent Corporation or a Subsidiary Corporation or to
affect the right of the Company, any Parent Corporation or any Subsidiary
Corporation to terminate the employment of any person (including any Eligible
Employee) at any time, with or without cause.

     16. Term; Approval by Stockholders. Subject to approval by the stockholders
of the Company in accordance with this Section, the Plan shall be in effect
until February 12, 2011, unless sooner terminated in accordance with Section 12.
No Option may be granted during any period of suspension of the Plan or after
termination of the Plan. The Plan shall be submitted for the approval of the
Company's stockholders within twelve (12) months after the date of the adoption
of the Plan by the Board. Options may be granted prior to such stockholder
approval; provided, however, that such Options shall not be exercisable prior to
the time when the Plan is approved by the Company's stockholders; and, provided,
further, that if such approval has not been obtained by the end of said 12-month
period, all Options previously granted under the Plan shall thereupon terminate
without being exercised.

     17. Effect upon Other Plans. The adoption of the Plan shall not affect any
other compensation or incentive plans in effect for the Company, any Parent
Corporation or any Subsidiary Corporation. Nothing in this Plan shall be
construed to limit the right of the Company, any Parent Corporation or any
Subsidiary Corporation to: (a) establish any other forms of incentives or
compensation for employees of the Company, any Parent Corporation or any
Subsidiary Corporation, or (b) grant or assume options otherwise than under the
Plan in connection with any proper corporate purpose, including, but not by way
of limitation, the grant or assumption of options in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

     18. Conditions to Issuance of Stock Certificates. The Company shall not be
required to issue or deliver any certificate or certificates for shares of Stock
purchased upon the exercise of Options prior to fulfillment of all the following
conditions:

          (a) The admission of such shares to listing on all stock exchanges, if
     any, on which is then listed;

          (b) The completion of any registration or other qualification of such
     shares under any state or federal law or under the rulings or regulations
     of the Securities and Exchange Commission or any other governmental
     regulatory body, which the Committee shall, in its absolute discretion,
     deem necessary or advisable;

          (c) The obtaining of any approval or other clearance from any state or
     federal governmental agency which the Committee shall, in its absolute
     discretion, determine to be necessary or advisable;
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          (d) The payment to the Company of all amounts which it is required to
     withhold under federal, state or local law upon exercise of the Option; and

          (e) The lapse of such reasonable period of time following the exercise
     of the Option as the Committee may from time to time establish for reasons
     of administrative convenience.

     19. Notification of Disposition. Each Employee shall give prompt notice to
the Company of any disposition or other transfer of any shares of Stock
purchased upon exercise of an Option if such disposition or transfer is made:
(a) within two (2) years from the Date of Grant of the Option, or (b) within one
(1) year after the transfer of such shares of Stock to such Employee upon
exercise of such Option. Such notice shall specify the date of such disposition
or other transfer and the amount realized, in cash, other property, assumption
of indebtedness or other consideration, by the Employee in such disposition or
other transfer.

     20. Notices. Any notice to be given under the terms of the Plan to the
Company shall be addressed to the Company in care of its Secretary and any
notice to be given to any Employee shall be addressed to such Employee at such
Employee's last address as reflected in the Company's records. By a notice given
pursuant to this Section, either party may designate a different address for
notices to be given to it, him or her. Any notice which is required to be given
to an Employee shall, if the Employee is then deceased, be given to the
Employee's personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section. Any notice shall have been deemed duly given if enclosed in a properly
sealed envelope or wrapper addressed as aforesaid at the time it is deposited
(with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.

     21. Headings. Headings are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of the Plan.

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