EXHIBIT 10.39



                          COOPERATIVE COMPUTING HOLDING
                                  COMPANY, INC.

                              AMENDED AND RESTATED
                             2000 STOCK OPTION PLAN
                                FOR KEY EMPLOYEES


1.   PURPOSE

    Cooperative Computing Holding Company, Inc., a Delaware corporation
(herein, together with its successors, referred to as the "COMPANY"), by means
of this 2000 Stock Option Plan for Key Employees (the "PLAN"), desires to afford
certain key employees of, and certain persons performing services for, the
Company and any direct or indirect subsidiary or parent corporation thereof now
existing or hereafter formed or acquired (such corporations sometimes referred
to herein as "RELATED ENTITIES") who are responsible for the continued growth of
the Company an opportunity to acquire a proprietary interest in the Company, and
thus to create in such persons an increased interest in and a greater concern
for the welfare of the Company and any Related Entities.  Certain definitions
used herein are defined in Section 20 of this Plan.

    The stock options described in Sections 6 and 7 (the "OPTIONS"), and the
shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options, are a matter of separate inducement and are not in
lieu of any salary or other compensation for services.  As used in the Plan, the
terms "parent corporation" and "subsidiary corporation" shall have the meanings
contained in Sections 424(e) and 424(f), respectively, of the Internal Revenue
Code of 1986, as amended (the "CODE").

2.   ADMINISTRATION

    The Plan shall be administered by the Option Committee, or any successor
thereto, of the Board of Directors of the Company (the "BOARD OF DIRECTORS"), or
by any other committee appointed by the Board of Directors to administer the
Plan (the "COMMITTEE"); Provided, that the entire Board of Directors may act as
the Committee if it chooses to do so; and PROVIDED, FURTHER, that (i) for
purposes of determining any Performance-Based Options (as hereinafter defined)
applicable to Key Employees (as hereinafter defined) who constitute "covered
employees" within the meaning of Section 162(m) of the Code, "Committee" shall
mean the members of the Option Committee of the Board of Directors who qualify
as "outside directors" within the meaning of Section 162(m) of the Code, and
such Performance-Based Options shall be subject to ratification by unanimous
approval of the members of the Board of Directors, and (ii) for so long as the
Company is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the "EXCHANGE ACT"), the Committee shall be composed solely
of two or more "Non-Employee Directors" as defined in Rule 16b-3, as amended
("RULE 16B-3"), promulgated thereunder; PROVIDED, that, alternatively, for
purposes of granting Options other than Performance-Based Options hereunder, the
Board of Directors may authorize such grants and may take any other action
permitted pursuant to Section 162(m) of the Code, Rule 16b-3 and applicable law
and regulations.

    The number of individuals that shall constitute the Committee shall be
determined from time to time by a majority of all the members of the Board of
Directors, and, unless that majority of the Board of Directors determines
otherwise, shall be no less than two individuals.  A majority of the Committee
shall constitute a quorum (or if the Committee consists of only two members,
then both members shall constitute a quorum), and subject to the provisions of
Section 5, the acts of a majority of the members present at any meeting at which
a quorum is present, or acts approved in writing by all members of the
Committee, shall be the acts of the Committee.  Whenever the Company shall have
a class of equity securities registered pursuant to Section 12 of the Exchange
Act, the Committee shall administer the Plan so as (i) to comply at all times
with the Exchange Act, and (ii) to ensure that compensation attributable to
Options granted under the Plan to Key Employees who constitute "covered
employees" within the meaning of Section 162(m) of the Code shall (A) meet the
deduction limitation imposed by Section 162(m) of the Code, or (B) qualify as
"performance-based compensation" as such term is used in Section 162(m) of the
Code and the regulations promulgated thereunder and thus be exempt from the
deduction limitation imposed by Section 162(m) of the Code.

    The members of the Committee shall serve at the pleasure of the Board of
Directors, which shall have the power, at any time and from time to time, to
remove members from or add members to the Committee.  Removal from the Committee
may be with or without cause.  Any individual serving as a member of the
Committee shall have the right to resign from membership on the Committee by
written notice to the Board of Directors.  The Board of Directors, and not the
remaining members of the Committee, shall have the power and authority to fill
vacancies on the Committee, however caused.  The Board of Directors shall
promptly fill any vacancy that causes the number of members of the Committee to
be less than two or, if the Company has a class of equity securities registered
pursuant to Section 12 of the Exchange Act, any other number that Rule 16b-3 or
other applicable rules under Section 16(b) of the Exchange Act, Section 162(m)
of the Code, or any successor or analogous rules or laws may require from time
to time.

3.   SHARES AVAILABLE AND MAXIMUM INDIVIDUAL GRANTS

    Subject to the adjustments provided in Section 12, the maximum aggregate
number of shares of common stock, par value $0.01 per share, of the Company
("COMMON STOCK") in respect of which Options may be granted for all purposes
under the Plan shall be 5,000,000 shares.  If, for any reason, any shares as to
which Options have been granted cease to be subject to purchase thereunder,
including the expiration of any such Option, the termination of any such Option
prior to exercise, or the forfeiture of any such Option, such shares shall
thereafter be available for grants under the Plan.  Options granted under the
Plan may be fulfilled in accordance with the terms of the Plan with (i)
authorized and unissued shares of the Common Stock, or (ii) issued shares of
such Common Stock held in the Company's treasury.

    The maximum aggregate number of shares of Common Stock underlying all
Options that may be granted to any single Key Employee, including any Options
that may have been granted to such Key Employee as an Eligible Non-Employee (as
hereinafter defined), during the Term (as hereinafter defined) of the Plan shall
be 500,000 shares, subject to the adjustments provided in Section 12.  For
purposes of the preceding sentence, such Options that are cancelled or repriced
shall continue to be counted in determining such maximum aggregate number of
shares of Common Stock that may be granted to any single Key Employee, including
any Options that may have been granted to such Key Employee as an Eligible Non-
Employee, during the Term of the Plan.

4.   ELIGIBILITY AND BASES OF PARTICIPATION

    Grants of Incentive Options (as hereinafter defined) and Non-Qualified
Options (as hereinafter defined) may be made under the Plan, subject to and in
accordance with Section 6, to Key Employees.  As used herein, the term "KEY
EMPLOYEE" shall mean any employee of the Company or any Related Entity,
including officers and directors of the Company or any Related Entity who are
also employees of the Company or any Related Entity, who are regularly employed
on a salaried basis and who are so employed on the date of such grant, whom the
Committee identifies as having a direct and significant effect on the
performance of the Company or any Related Entity.

    Grants of Non-Qualified Options may be made, subject to and in accordance
with Section 7, to any Eligible Non-Employee.  As used herein, the term
"ELIGIBLE NON-EMPLOYEE" shall mean any person or entity of any nature
whatsoever, specifically including an individual, a firm, a company, a
corporation, a partnership, a trust, or other entity (collectively, a "PERSON"),
that the Committee designates as eligible for a grant of Options pursuant to the
Plan because such Person performs bona fide consulting, advisory, or other
services for the Company or any Related Entity (other than services in
connection with the offer or sale of securities in a capital-raising
transaction) and the Board of Directors or the Committee determines that the
Person has a direct and significant effect on the performance of the Company or
any Related Entity.

    The adoption of the Plan shall not be deemed to give any Person a right to
be granted any Options.

5.   AUTHORITY OF COMMITTEE

    Subject to and not inconsistent with the express provisions of the Plan,
the Code and, if applicable, Rule 16b-3 and Section 162(m) of the Code, the
Committee shall have plenary authority to:

     a.   determine the Key Employees and Eligible Non-Employees to whom Options
          shall be granted, the time when such Options shall be granted, the
          number of Options, the purchase price or exercise price of each
          Option, the period(s) during which such Options shall be exercisable
          (whether in whole or in part, including whether such Options shall
          become immediately exercisable upon the consummation of a Change of
          Control), the restrictions to be applicable to Options and all other
          terms and provisions thereof (which need not be identical);

     b.   require, as a condition to the granting of any Option, that the Person
          receiving such Option agree not to sell or otherwise dispose of such
          Option, any Common Stock acquired pursuant to such Option, or any
          other "derivative security" (as defined by Rule 16a-1(c) under the
          Exchange Act) of the Company for a period of six months following the
          later of (i) the date of the grant of such Option or (ii) the date
          when the exercise price of such Option is fixed if such exercise price
          is not fixed at the date of grant of such Option, or for such other
          period as the Committee may determine;

     c.   provide an arrangement through registered broker-dealers whereby
          temporary financing may be made available to an optionee by the
          broker-dealer, under the rules and regulations of the Board of
          Governors of the Federal Reserve, for the purpose of assisting the
          optionee in the exercise of an Option, such authority to include the
          payment by the Company of the commissions of the broker-dealer;
          PROVIDED, HOWEVER, that such financing does not cause the Company to
          recognize compensation, or additional compensation expense, with
          respect to such Option for financial reporting purposes;

     d.   provide the establishment of procedures for an optionee (i) to have
          withheld from the total number of shares of Common Stock to be
          acquired upon the exercise of an Option that number of shares having a
          Fair Market Value which, together with such cash as shall be paid in
          respect of fractional shares, shall equal the aggregate exercise price
          under such Option for the number of shares then being acquired
          (including the shares to be so withheld), and (ii) to exercise a
          portion of an Option by delivering that number of shares of Common
          Stock already owned by such optionee having an aggregate Fair Market
          Value which shall equal the partial Option exercise price and to
          deliver the shares thus acquired by such optionee in payment of shares
          to be received pursuant to the exercise of additional portions of such
          Option, the effect of which shall be that such optionee can in
          sequence utilize such newly acquired shares in payment of the exercise
          price of the entire Option, together with such cash as shall be paid
          in respect of fractional shares; PROVIDED, HOWEVER, that in the case
          of an Incentive Option, no shares shall be used to pay the exercise
          price under this paragraph unless (A) such shares were not acquired
          through the exercise of an Incentive Option, or (B) if so acquired,
          (x) such shares have been held for more than two years since the grant
          of such Incentive Option and for more than one year since the exercise
          of such Incentive Option (the "HOLDING PERIOD"), or (y) if such shares
          do not meet the Holding Period, the optionee elects in writing to use
          such shares to pay the exercise price under this paragraph;

     e.   provide that all or a portion of the exercise price of the Options may
          be paid with a full recourse promissory note, with such terms as the
          Committee may prescribe (except as  provided below); PROVIDED,
          HOWEVER, that the term of such promissory note shall not extend beyond
          the period(s) during which such Options shall be exercisable; the
          shares of Common Stock issuable upon exercise of such Options shall be
          pledged as security for the payment of the principal amount of the
          promissory note and interest thereon; and the interest rate payable
          under the promissory note shall be fixed, non-refundable, non-
          prepayable and shall not be less than the minimum rate required under
          the Code;

     f.   provide for (in accordance with Section 15 or otherwise) the
          establishment of a procedure whereby a number of shares of Common
          Stock or other securities may be withheld from the total number of
          shares of Common Stock or other securities to be issued upon exercise
          of an Option to meet the obligation of withholding for income, social
          security and other taxes incurred by an optionee upon such exercise or
          required to be withheld by the Company or a Related Entity in
          connection with such exercise unless, as determined by the Committee
          in the exercise of its discretion, such procedure is not permitted by
          applicable law;

     g.   prescribe, amend, modify and rescind rules and regulations relating to
          the Plan; and

     h.   make all determinations permitted or deemed necessary, appropriate or
          advisable for the administration of the Plan, interpret any Plan or
          Option provision, perform all other acts, exercise all other powers,
          and establish any other procedures determined by the Committee to be
          necessary, appropriate, or advisable in administering the Plan or for
          the conduct of the Committee's business.  Any act of the Committee,
          including interpretations of the provisions of the Plan or any Option
          and determinations under the Plan or any Option, made in good faith,
          shall be final, conclusive and binding on all parties.

    The Committee may delegate to one or more of its members, or to one or more
agents, such administrative duties as it may deem advisable, and the Committee
or any Person to whom it has delegated duties as aforesaid may employ one or
more Persons to render advice with respect to any responsibility the Committee
or such Person may have under the Plan; PROVIDED, HOWEVER, that any such
delegation shall be in writing; and PROVIDED, HOWEVER, that, any determination
of Performance-Based Options applicable to Key Employees who constitute "covered
employees" within the meaning of Section 162(m) of the Code may not be delegated
to a member of the Board of Directors who, if elected to serve on the Committee,
would not qualify as an "outside director" within the meaning of Section 162(m)
of the Code.  The Committee may employ attorneys, consultants, accountants, or
other Persons and the Committee, the Company, and its officers and directors
shall be entitled to rely upon the advice, opinions, or valuations of any such
Persons.  No member or agent of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan and all members and agents of the Committee shall be fully protected by the
Company in respect of any such action, determination or interpretation.

6.   STOCK OPTION GRANTS TO KEY EMPLOYEES

    Subject to the express provisions of the Plan, the Committee shall have the
authority to grant incentive stock options pursuant to Section 422 of the Code
("INCENTIVE OPTIONS"), to grant non-qualified stock options (options which do
not qualify under Section 422 of the Code) ("NON-QUALIFIED OPTIONS"), and to
grant both types of Options to Key Employees.  No Incentive Option shall be
granted pursuant to the Plan after the earlier of ten years from the date of
adoption of the Plan or ten years from the date of approval of the Plan by the
shareholders of the Company.  Incentive Options may be granted only to Key
Employees.  The terms and conditions of the Options granted under this Section 6
shall be determined from time to time by the Committee; PROVIDED, HOWEVER, that
the Options granted under this Section 6 shall be subject to all terms and
provisions of the Plan (other than Section 7), including the following:

     a.   OPTION EXERCISE PRICE.  Subject to Section 4, the Committee shall
          establish the Option exercise price at the time any Option is granted
          to a Key Employee at such amount as the Committee shall determine;
          PROVIDED, that, in the case of an Incentive Option, such price shall
          not be less than the Fair Market Value per share of Common Stock at
          the date the Option is granted; and PROVIDED, FURTHER, that in the
          case of an Incentive Option granted to a person who, at the time such
          Incentive Option is granted, owns shares of the Company or any Related
          Entity which possess more than 10% of the total combined voting power
          of all classes of shares of the Company or of any Related Entity, the
          option exercise price shall not be less than 110% of the Fair Market
          Value per share of Common Stock at the date the Option is granted.
          The Option exercise price shall be subject to adjustment in accordance
          with the provisions of Section 12 of the Plan.

     b.   PAYMENT.  The price per share of Common Stock with respect to each
          Option exercise by a Key Employee shall be payable at the time of such
          exercise.  Such price shall be payable in cash or by any other means
          acceptable to the Committee, including by the delivery to the Company
          of shares of Common Stock owned by the optionee or by the delivery or
          withholding of shares pursuant to a procedure created pursuant to
          subsection 5(d) of the Plan (but, with respect to Incentive Options,
          subject to the limitations described in such subsection 5(d)).  Shares
          delivered to or withheld by the Company in payment of the Option
          exercise price shall be valued at the Fair Market Value of the Common
          Stock on the day preceding the date of the exercise of the Option.

     c.   EXERCISABILITY OF STOCK OPTION.  Unless otherwise determined by the
          Committee at the time of grant, and subject to the provisions of
          subsections 6(d), (e), (f), (g) and (i) below, stock options granted
          to Key Employees hereunder shall vest and become exercisable according
          to the vesting schedule set forth below:

     one-fifth of the shares of Common Stock underlying the stock option grant
     shall vest and become exercisable on the first anniversary of the date of
     grant and remain exercisable until the stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the second anniversary of
     the date of grant and remain exercisable until the stock option expires;
     and

     an additional one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the third anniversary of
     the date of grant and remain exercisable until the stock option expires;
     and

     an additional one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the fourth anniversary of
     the date of grant and remain exercisable until the stock option expires;
     and

     the final one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the fifth anniversary of
     the date of grant and remain exercisable until the stock option expires.

     No Option by its terms shall be exercisable after the expiration of ten
     years from the date of grant of the Option, unless, as to any Non-Qualified
     Option, otherwise expressly provided in such Option; PROVIDED, HOWEVER,
     that no Incentive Option granted to a person who, at the time such Option
     is granted, owns stock of the Company, or any Related Entity, possessing
     more than 10% of the total combined voting power of all classes of stock of
     the Company, or any Related Entity, shall be exercisable after the
     expiration of five years from the date such Option is granted.

     d.   DEATH.  If an optionee's employment with the Company or a Related
          Entity terminates due to the death of such optionee, the estate of
          such optionee, or a Person who acquired the right to exercise such
          Option by bequest or inheritance or by reason of the death of the
          optionee, shall have the right to exercise the vested portion of such
          Option in accordance with its terms at any time and from time to time
          within 180 days after the date of death unless a longer or shorter
          period is expressly provided in such Option or established by the
          Committee pursuant to Section 10 (but in no event after the expiration
          date of such Option), and thereafter such Option shall lapse and no
          longer be exercisable.

     e.   DISABILITY.  If the employment of an optionee terminates because of
          his or her Disability (as defined in Section 20), such optionee or his
          or her legal representative shall have the right to exercise the
          vested portion of such Option in accordance with its terms at any time
          and from time to time within 180 days after the date of such
          termination unless a longer or shorter period is expressly provided in
          such Option or established by the Committee pursuant to Section 10
          (but in no event after the expiration date of the Option), and
          thereafter such Option shall lapse and no longer be exercisable;
          PROVIDED, HOWEVER, that in the case of an Incentive Option, the
          optionee or his or her legal representative shall in any event be
          required to exercise the vested portion of such Incentive Option
          within one year after termination of the optionee's employment due to
          his or her Disability.

     f.   TERMINATION FOR GOOD CAUSE; VOLUNTARY TERMINATION.  Unless an
          optionee's Option expressly provides otherwise, such optionee shall
          immediately forfeit all rights under his or her Option, except as to
          the shares of stock already purchased thereunder, if the employment of
          such optionee with the Company or a Related Entity is terminated by
          the Company or any Related Entity for Good Cause (as defined below) or
          if such optionee voluntarily terminates employment without the consent
          of the Company or any Related Entity.  The determination that there
          exists Good Cause for termination shall be made by the Committee
          (unless otherwise agreed to in writing by the Company and the
          optionee) and any decision in respect thereof by the Committee shall
          be final and binding on all parties in interest.

     g.   OTHER TERMINATION OF EMPLOYMENT.  If the employment of an optionee
          with the Company or a Related Entity terminates for any reason other
          than those specified in subsections 6(d), (e) or (f) above, such
          optionee shall have the right to exercise the vested portion of his or
          her Option in accordance with its terms, within 30 days after the date
          of such termination, unless a longer or shorter period is expressly
          provided in such Option or established by the Committee pursuant to
          Section 10 (but in no event after the expiration date of the Option),
          and thereafter such Option shall lapse and no longer be exercisable;
          PROVIDED, that (i) no Incentive Option shall be exercisable more than
          three months after such termination, and (ii) the Committee may, in
          the exercise of its discretion, extend the exercise date of any Option
          upon termination of employment for a period not to exceed six months
          plus one day (but in no event after the expiration date of the Option)
          if the Committee determines that the stated exercise date will have an
          inequitable result under Section 16(b) of the Exchange Act.

     h.   MAXIMUM EXERCISE.  To the extent that the aggregate Fair Market Value
          of Common Stock (determined at the time of the grant of the Option)
          with respect to which Incentive Options are exercisable for the first
          time by an optionee during any calendar year under all plans of the
          Company and any Related Entity exceeds $100,000, such Incentive
          Options shall be treated as Non-Qualified Options.

     i.   CONTINUATION OF EMPLOYMENT.  Each Incentive Option shall require the
          optionee to remain in the continuous employ of the Company or any
          Related Entity from the date of grant of the Incentive Option until at
          least three months prior to the date of exercise of the Incentive
          Option.

     j.   INTERPRETATION OF PLAN.  Any termination of employment of an optionee
          with the Company or any Related Entity shall in no way change or amend
          the Company's at-will termination policy.

7.   STOCK OPTION GRANTS TO ELIGIBLE NON-EMPLOYEES

    Subject to the express provisions of the Plan, the Committee shall have the
authority to grant Non-Qualified Options (and not Incentive Options) to Eligible
Non-Employees; PROVIDED, HOWEVER, that whenever the Company has any class of
equity securities registered pursuant to Section 12 of the Exchange Act, no
Eligible Non-Employee then serving on the Committee (or such other committee
then administering the Plan) shall be granted Options hereunder if the grant of
such Options would cause such Eligible Non-Employee to no longer be a "Non-
Employee Director" as set forth in Section 2 hereof.  The terms and conditions
of the Options granted under this Section 7 shall be determined from time to
time by the Committee; PROVIDED, HOWEVER, that the Options granted under this
Section 7 shall be subject to all terms and provisions of the Plan (other than
Section 6), including the following:

     a.   OPTION EXERCISE PRICE.  Subject to Section 4, the Committee shall
          establish the Option exercise price at the time any Non-Qualified
          Option is granted to an Eligible Non-Employee at such amount as the
          Committee shall determine.  The Option exercise price shall be subject
          to adjustment in accordance with the provisions of Section 12 of the
          Plan.

     b.   PAYMENT.  The price per share of Common Stock with respect to each
          Option exercise by an Eligible Non-Employee shall be payable at the
          time of such exercise.  Such price shall be payable in cash or by any
          other means acceptable to the Committee, including by the delivery to
          the Company of shares of Common Stock owned by the optionee or by the
          delivery or withholding of shares pursuant to a procedure created
          pursuant to subsection 5(d) of the Plan. Shares delivered to or
          withheld by the Company in payment of the Option exercise price shall
          be valued at the Fair Market Value of the Common Stock on the day
          preceding the date of the exercise of the Option.

     c.   EXERCISABILITY OF STOCK OPTION.  Unless otherwise determined by the
          Committee at the time of grant and subject to the provisions of
          subsections 7(d), (e), (f), (g) and (i) below, stock options granted
          to Eligible Non-Employees hereunder shall vest and become exercisable
          according to the vesting schedule set forth below:

     one-fifth of the shares of Common Stock underlying the stock option grant
     shall vest and become exercisable on the first anniversary of the date of
     grant and remain exercisable until the stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the second anniversary of
     the date of grant and remain exercisable until the stock option expires;
     and

     an additional one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the third anniversary of
     the date of grant and remain exercisable until the stock option expires;
     and

     an additional one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the fourth anniversary of
     the date of grant and remain exercisable until the stock option expires;
     and

     the final one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the fifth anniversary of
     the date of grant and remain exercisable until the stock option expires.

     No Option shall be exercisable after the expiration of ten years from the
     date of grant of the Option, unless otherwise expressly provided in such
     Option.

     d.   DEATH.  If the retention by the Company or any Related Entity of the
          services of any Eligible Non-Employee that is a natural person
          terminates because of his or her death, the estate of such optionee,
          or a Person who acquired the right to exercise the vested portion of
          such Option by bequest or inheritance or by reason of the death of the
          optionee, shall have the right to exercise such Option in accordance
          with its terms, at any time and from time to time within 180 days
          after the date of death unless a longer or shorter period is expressly
          provided in such Option or established by the Committee pursuant to
          Section 10 (but in no event after the expiration date of such Option),
          and thereafter such Option shall lapse and no longer be exercisable.

     e.   DISABILITY.  If the retention by the Company or any Related Entity of
          the services of any Eligible Non-Employee that is a natural person
          terminates because of his or her Disability, such optionee or his or
          her legal representative shall have the right to exercise the vested
          portion of such Option in accordance with its terms at any time and
          from time to time within 180 days after the date of the optionee's
          termination unless a longer or shorter period is expressly provided in
          such Option or established by the Committee pursuant to Section 10
          (but in no event after the expiration of the Option), and thereafter
          such Option shall lapse and no longer be exercisable.

     f.   TERMINATION FOR GOOD CAUSE; VOLUNTARY TERMINATION.  If the retention
          by the Company or any Related Entity of the services of any Eligible
          Non-Employee is terminated (i) for Good Cause, (ii) as a result of
          removal of the optionee from office as a director of the Company or of
          any Related Entity for cause by action of the shareholders of the
          Company or such Related Entity in accordance with the articles of
          incorporation or the by-laws of the Company or such Related Entity, as
          applicable, and the corporate law of the jurisdiction of incorporation
          of the Company or such Related Entity, or (iii) as a result of the
          voluntary termination by such optionee of the optionee's service
          without the consent of the Company or any Related Entity, then such
          optionee shall immediately forfeit his, her or its rights under such
          Option except as to the shares of stock already purchased.  The
          determination that there exists Good Cause for termination shall be
          made by the Committee (unless otherwise agreed to in writing by the
          Company and the optionee) and any decision in respect thereof by the
          Committee shall be final and binding on all parties in interest.

     g.   OTHER TERMINATION OF RELATIONSHIP.  If the retention by the Company or
          any Related Entity of the services of any Eligible Non-Employee
          terminates for any reason other than those specified in subsections
          7(d), (e) or (f) above, such optionee shall have the right to exercise
          the vested portion of his, her or its Option in accordance with its
          terms within 30 days after the date of such termination, unless a
          longer or shorter period is expressly provided in such Option or
          established by the Committee pursuant to Section 10 (but in no event
          after the expiration date of the Option), and thereafter such Option
          shall lapse and no longer be exercisable; PROVIDED, that the Committee
          may, in the exercise of its discretion, extend the exercise date of
          any Option upon termination of retention of an Eligible Non-Employee's
          services for a period not to exceed six months plus one day (but in no
          event after the expiration date of the Option) if the Committee
          determines that the stated exercise date will have an inequitable
          result under Section 16(b) of the Exchange Act.

     h.   INELIGIBILITY FOR OTHER GRANTS.  Any Eligible Non-Employee who
          receives an Option pursuant to this Section 7 shall be ineligible to
          receive any Options under any other Section of this Plan.

8.   EARLY EXERCISE

    The Committee, in its sole discretion, may provide that an option is
exercisable prior to vesting.  In the event the optionee's employment (or, in
the case of any Option granted under Section 7, the optionee's relationship)
with the Company or a Related Entity terminates for any reason while the
optionee holds such unvested shares, the Company will have the right to
repurchase any unvested shares.  The terms and procedures of any right of early
exercise (and the repurchase procedures) shall be established by the Committee
and shall be set forth in the optionee's option agreement.

9.   PERFORMANCE-BASED OPTIONS

    The Committee, in its sole discretion, may designate and design Options
granted under the Plan as Performance-Based Options if it determines that
compensation attributable to such Options might not otherwise be tax deductible
by the Company due to the deduction limitation imposed by Section 162(m) of the
Code.  Accordingly, Options granted under the Plan may be granted in such a
manner that the compensation attributable to such Options is intended by the
Committee to qualify as "performance-based compensation" as such term is used in
Section 162(m) of the Code and the regulations promulgated thereunder and thus
be exempt from the deduction limitation imposed by Section 162(m) of the Code
("PERFORMANCE-BASED OPTIONS").

    Options granted under the Plan to Key Employees who constitute "covered
employees" within the meaning of Section 162(m) of the Code shall be deemed to
qualify as Performance-Based Options only if:

     a.   The Option exercise price is not less than the Fair Market Value per
          share of Common Stock at the date the Option is granted; PROVIDED,
          that in the case of an Incentive Option, such price is subject to the
          limitations described in subsection 6(a); PROVIDED, FURTHER, that the
          Option exercise price shall be subject to adjustment in accordance
          with the provisions of Section 12 of the Plan; or

     b.   With respect to a Non-Qualified Option granted at an exercise price
          that is below the Fair Market Value per share of the Common Stock on
          the date of grant, such Option satisfies the following requirements:

          (i)  the granting or vesting of such Non-Qualified Option is subject
               to the achievement of a performance goal or goals based on one or
               more of the following performance measures (either individually
               or in any combination):  net sales; pre-tax income before
               allocation of corporate overhead and bonus; budget; cash flow;
               earnings per share; net income; division, group or corporate
               financial goals; return on stockholders' equity; return on
               assets; attainment of strategic and operational initiatives;
               appreciation in and/or maintenance of the price of the Common
               Stock or any other publicly-traded securities of the Company;
               market share; gross profits; earnings before interest and taxes;
               earnings before interest, taxes, depreciation and amortization;
               economic value-added models; comparisons with various stock
               market indices; increase in number of customers; and/or
               reductions in costs;

          (ii) the Committee establishes in writing (A) the objective
               performance-based goals applicable to a given performance period,
               and (B) the individual employees or class of employees to which
               such performance-based goals apply no later than ninety days
               after the commencement of such performance period (but in no
               event after twenty-five percent of such performance period has
               elapsed);

          (iii)     no compensation attributable to Performance-Based Options
               will be paid to or otherwise received by a Key Employee who
               constitutes a "covered employee" within the meaning of Section
               162(m) of the Code until the Committee certifies in writing that
               the performance goal or goals (and any other material terms)
               applicable to such performance period have been satisfied;

          (iv) after the establishment of a performance goal, the Committee
               shall not revise such performance goal (unless such revision will
               not disqualify compensation attributable to the Performance-Based
               Options as "performance-based compensation" under Section 162(m)
               of the Code) or increase the amount of compensation payable with
               respect to such Performance-Based Options upon the attainment of
               such performance goal; and

          (v)  as required by the regulations promulgated under Section 162(m)
               of the Code, the material terms of performance goals as described
               in subsection 9(b)(i) shall be disclosed to and reapproved by the
               Company's shareholders no later than the first shareholder
               meeting that occurs in the fifth year following the year in which
               the Company's shareholders previously approved such performance
               goals.

10.  CHANGE OF CONTROL

    If (i) a Change of Control shall occur, (ii) the Company shall enter into
an agreement providing for a Change of Control, or (iii) any member of the HMC
Group shall enter into an agreement providing for a Change of Control, then all
Options outstanding under the Plan shall become exercisable immediately upon the
Change of Control and the Board shall have, in addition to its rights pursuant
to SECTION 11 hereof, the discretion to determine the treatment with respect to
all Options granted pursuant to the Plan, including, without limitation, the
discretion to immediately terminate the Option held by optionees and to grant
such optionees, in lieu thereof, the right to receive an amount for each Option
equal to (x) the fair market value of a share of Common Stock on the date of the
consummation of such Change of Control, less the per share exercise price of
such Option, multiplied by (y) the number of shares of Common Stock vested under
such Option as of the Charge of Control (taking into account any shares that
vest as a result of such Change of Control).

11.  PURCHASE OPTION

     a.   Except as otherwise expressly provided in any particular Option, if
          (i) any optionee's employment (or, in the case of any Option granted
          under Section 7, the optionee's relationship) with the Company or a
          Related Entity terminates for any reason at any time or (ii) a Change
          of Control occurs, the Company and/or its designee(s) shall have the
          option (the "PURCHASE OPTION") to purchase, and if the option is
          exercised, the optionee (or, with respect to Common Stock acquired
          pursuant to the exercise of an Option, the optionee's assignee, or the
          optionee's executor or the administrator of the optionee's estate, in
          the event of the optionee's death, or the optionee's legal
          representative in the event of the optionee's incapacity (hereinafter,
          collectively with such optionee, the "GRANTOR")) shall sell to the
          Company and/or its assignee(s), all or any portion (at the Company's
          option) of the shares of Common Stock and/or Options held by the
          Grantor (such shares of Common Stock and Options collectively being
          referred to as the "PURCHASABLE SHARES").

     b.   The Company shall give notice in writing to the Grantor of the
          exercise of the Purchase Option within one year after the earlier of
          the date of the termination of the optionee's employment or engagement
          or such Change of Control.  Such notice shall state the number of
          Purchasable Shares to be purchased and the purchase price of such
          Purchasable Shares.  If no notice is given within the time limit
          specified above, the Purchase Option shall terminate.

     c.   The purchase price to be paid for the Purchasable Shares purchased
          pursuant to the Purchase Option shall be, in the case of any Common
          Stock, the Fair Market Value per share as of the date of the notice of
          exercise of the Purchase Option times the number of shares being
          purchased, and in the case of any Option, the Fair Market Value per
          share times the number of vested shares (including by acceleration)
          subject to such Option which are being purchased, less the applicable
          per share Option exercise price.  The purchase price shall be paid in
          cash.  The closing of such purchase shall take place at the Company's
          principal executive offices within ten days after the purchase price
          has been determined.  At such closing, the Grantor shall deliver to
          the purchaser(s) the certificates or instruments evidencing the
          Purchasable Shares being purchased, duly endorsed (or accompanied by
          duly executed stock powers) and otherwise in good form for delivery,
          against payment of the purchase price by check of the purchaser(s).
          In the event that, notwithstanding the foregoing, the Grantor shall
          have failed to obtain the release of any pledge or other encumbrance
          on any Purchasable Shares by the scheduled closing date, at the option
          of the purchaser(s) the closing shall nevertheless occur on such
          scheduled closing date, with the cash purchase price being reduced to
          the extent of, and paid to the holder of, all unpaid indebtedness for
          which such Purchasable Shares are then pledged or encumbered.

     d.   To assure the enforceability of the Company's rights under this
          Section 11, each certificate or instrument representing Common Stock
          or an Option held by him or it shall bear a conspicuous legend in
          substantially the following form:

     "THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO THIS
     AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE
     PROVISIONS OF THE COMPANY'S 2000 STOCK OPTION PLAN FOR KEY EMPLOYEES AND A
     STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO.  A COPY OF SUCH
     OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE
     COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."

    The Company's rights under this Section 11 shall terminate upon the
consummation of a Qualifying Public Offering.

12.  ADJUSTMENT OF SHARES

    Except as otherwise contemplated in Section 10, and unless otherwise
expressly provided in a particular Option, in the event that, by reason of any
merger, consolidation, combination, liquidation, recapitalization, stock
dividend, stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares or other like change in capital structure of the Company
(collectively, an "ADJUSTMENT EVENT"), the Common Stock is substituted,
combined, or changed into any cash, property, or other securities, or the shares
of Common Stock are changed into a greater or lesser number of shares of Common
Stock, the number and/or kind of shares and/or interests subject to an Option
and the per share price or value thereof shall be appropriately and equitably
adjusted by the Committee to give appropriate effect to such Adjustment Event.
Any fractional shares or interests resulting from such adjustment shall be
eliminated.  Notwithstanding the foregoing, (i) each such adjustment with
respect to an Incentive Option shall comply with the rules of Section 424(a) of
the Code to an Incentive Option, and (ii) in no event shall any adjustment be
made which would render any Incentive Option granted hereunder other than an
"incentive stock option" for purposes of Section 422 of the Code.

    In the event the Company is not the surviving entity of an Adjustment Event
and, following such Adjustment Event, any optionee will hold Options issued
pursuant to the Plan which have not been exercised, cancelled, or terminated in
connection therewith, the Company shall cause such Options to be assumed (or
cancelled and replacement Options issued) by the surviving entity or a Related
Entity.  In the event of any perceived conflict between the provisions of
Section 10 and this Section 12, the Committee's determinations under Section 10
shall control.

13.  ASSIGNMENT OR TRANSFER

    Except as otherwise expressly provided in any Non-Qualified Option, no
Option granted under the Plan or any rights or interests therein shall be
assignable or transferable by an optionee except by will or the laws of descent
and distribution, and during the lifetime of an optionee, Options granted to him
or her hereunder shall be exercisable only by the optionee or, in the event that
a legal representative has been appointed in connection with the Disability of
an optionee, such legal representative.

14.  COMPLIANCE WITH SECURITIES LAWS

    The Company shall not in any event be obligated to file any registration
statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
or any applicable state securities laws, to permit exercise of any Option or to
issue any Common Stock in violation of the Securities Act or any applicable
state securities laws.  Each optionee (or, in the event of his or her death or,
in the event a legal representative has been appointed in connection with his or
her Disability, the Person exercising the Option) shall, as a condition to his
or her right to exercise any Option, deliver to the Company an agreement or
certificate containing such representations, warranties and covenants as the
Company may deem necessary or appropriate to ensure that the issuance of shares
of Common Stock pursuant to such exercise is not required to be registered under
the Securities Act or any applicable state securities laws.

    Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

          "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
          ANY STATE SECURITIES LAWS.  THE SHARES MAY NOT BE OFFERED FOR
          SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL
          THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER
          (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION
          OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE,
          PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE
          FEDERAL OR STATE LAWS."

    This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.

15.  WITHHOLDING TAXES

    By acceptance of the Option, the optionee will be deemed to (i) agree to
reimburse the Company or any Related Entity by which the optionee is employed
for any federal, state, or local taxes required by any government to be withheld
or otherwise deducted by such corporation in respect of the optionee's exercise
of all or a portion of the Option; (ii) authorize the Company or any Related
Entity by which the optionee is employed to withhold from any cash compensation
paid to the optionee or on the optionee's behalf, an amount sufficient to
discharge any federal, state, and local taxes imposed on the Company or the
Related Entity by which the optionee is employed, and which otherwise has not
been reimbursed by the optionee, in respect of the optionee's exercise of all or
a portion of the Option; and (iii) agree that the Company may, in its
discretion, hold the stock certificate to which the optionee is entitled upon
exercise of the Option as security for the payment of the aforementioned
withholding tax liability, until cash sufficient to pay that liability has been
accumulated, and may, in its discretion, effect such withholding by retaining
shares issuable upon the exercise of the Option having a Fair Market Value on
the date of exercise which is equal to the amount to be withheld.

16.  COSTS AND EXPENSES

    The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Option nor to any employee
receiving an Option.

17.  FUNDING OF PLAN

    The Plan shall be unfunded.  The Company shall not be required to make any
segregation of assets to assure the payment of any Option under the Plan.

18.  OTHER INCENTIVE PLANS

    The adoption of the Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees.

19.  EFFECT ON EMPLOYMENT

    Nothing contained in the Plan or any agreement related hereto or referred
to herein shall affect, or be construed as affecting, the terms of employment of
any Key Employee except to the extent specifically provided herein or therein.
Nothing contained in the Plan or any agreement related hereto or referred to
herein shall impose, or be construed as imposing, an obligation on (i) the
Company or any Related Entity to continue the employment of any Key Employee,
and (ii) any Key Employee to remain in the employ of the Company or any Related
Entity.

20.  DEFINITIONS

    In addition to the terms specifically defined elsewhere in the Plan, as
used in the Plan, the following terms shall have the respective meanings
indicated:

     "ADJUSTMENT EVENT" shall have the meaning set forth in Section 12 hereof.

     "AFFILIATE" shall mean, as to any Person, a Person that directly, or
     indirectly through one or more intermediaries, controls, or is controlled
     by, or is under common control with, such Person.

     "BOARD OF DIRECTORS" shall have the meaning set forth in Section 2 hereof.

     "CHANGE OF CONTROL" shall mean the first to occur of the following events:
     (i) any sale, lease, exchange, or other transfer (in one transaction or
     series of related transactions) of all or substantially all of the assets
     of the Company to any Person or group of related Persons as determined
     pursuant to Section 13(d) of the Exchange Act and the regulations and
     interpretations thereunder (a "Group") other than one or more members of
     the HMC Group, (ii) a majority of the Board of Directors of the Company
     shall consist of Persons who are not Continuing Directors; or (iii) the
     acquisition by any Person or Group other than one or more members of the
     HMC Group of the power, directly or indirectly, to vote or direct the
     voting of securities having more than 50% of the ordinary voting power for
     the election of directors of the Company.

     "CODE" shall have the meaning set forth in Section 1 hereof.

     "COMMITTEE" shall have the meaning set forth in Section 2 hereof.

     "COMMON STOCK" shall have the meaning set forth in Section 3 hereof.

     "COMPANY" shall have the meaning set forth in Section 1 hereof.

     "CONTINUING DIRECTOR" shall mean, as of the date of determination, any
     Person who (i) was a member of the Board of Directors of the Company on the
     date of adoption of the Plan, (ii) was nominated for election or elected to
     the Board of Directors of the Company with the affirmative vote of a
     majority of the Continuing Directors who were members of such Board of
     Directors at the time of such nomination or election, or (iii) is a member
     of the HMC Group.

     "DISABILITY" shall mean (i) permanent disability as defined under the
     appropriate provisions of the applicable long-term disability plan
     maintained for the benefit of employees of the Company or any Related
     Entity who are regularly employed on a salaried basis or (ii) if no such
     long-term disability plan exists, an inability to perform a participant's
     employment duties and responsibilities by reason of any physical or mental
     condition for a period of 26 consecutive weeks or a period of 26 weeks
     during any 12-month period in connection with the same physical or mental
     condition or (iii) another meaning agreed to in writing by the Committee
     and the optionee; PROVIDED, HOWEVER, that in the case of the optionee
     holding an Incentive Option "disability" shall have the meaning specified
     in Section 22(e)(3) of the Code.

     "ELIGIBLE NON-EMPLOYEE" shall have the meaning set forth in Section 4
     hereof.

     "EXCHANGE ACT" shall have the meaning set forth in Section 2 hereof.

     "FAIR MARKET VALUE" shall, as it relates to the Common Stock, mean the
     average of the high and low prices of such Common Stock as reported on the
     principal national securities exchange on which the shares of Common Stock
     are then listed or the NASDAQ National Market, as applicable, on the date
     specified herein for such a determination; or if there were no sales on
     such date, on the next preceding day on which there were sales; or, if such
     Common Stock is not listed on a national securities exchange, the last
     reported bid price in the over-the-counter market; or, if such shares are
     not traded in the over-the-counter market, the per share cash price for
     which all of the outstanding Common Stock could be sold to a willing
     purchaser in an arms length transaction (without regard to minority
     discount, absence of liquidity, or transfer restrictions imposed by any
     applicable law or agreement) at the date of the event giving rise to a need
     for a determination.  Except as may be otherwise expressly provided in a
     particular Option, Fair Market Value shall be determined in good faith by
     the Committee.

     "GOOD CAUSE", with respect to any Key Employee, shall mean (unless another
     definition is agreed to in writing by the Company and the optionee)
     termination by action of the Board of Directors because of:  (A) the
     optionee's conviction of, or plea of nolo contendere to, a felony or a
     crime involving moral turpitude; (B) the optionee's personal dishonesty,
     willful misconduct, willful violation of any law, rule, or regulation
     (other than minor traffic violations or similar offenses) or breach of
     fiduciary duty which involves personal profit; (C) the optionee's willful
     commission of material mismanagement in the conduct of his or her duties as
     assigned to him by the Board of Directors or the optionee's supervising
     officer or officers of the Company; (D) the optionee's willful failure to
     execute or comply with the policies of the Company or his or her stated
     duties as established by the Board of Directors or the optionee's
     supervising officer or officers of the Company, or the optionee's
     intentional failure to perform the optionee's stated duties; or
     (E) substance abuse or addiction on the part of the optionee.  "GOOD
     CAUSE", with respect to any Eligible Non-Employee, shall mean (unless
     another definition is agreed to in writing by the Company and the optionee)
     termination by action of the Board of Directors because of:  (A) the
     optionee's conviction of, or plea of nolo contendere to, a felony or a
     crime involving moral turpitude; (B) the optionee's personal dishonesty,
     willful misconduct, willful violation of any law, rule, or regulation
     (other than minor traffic violations or similar offenses) or breach of
     fiduciary duty which involves personal profit; (C) the optionee's willful
     commission of material mismanagement in providing services to the Company
     or any Related Entity; (D) the optionee's willful failure to comply with
     the policies of the Company in providing services to the Company or any
     Related Entity, or the optionee's intentional failure to perform the
     services for which the optionee has been engaged; (E) substance abuse or
     addiction on the part of the optionee; or (F) the optionee's willfully
     making any material misrepresentation or willfully omitting to disclose any
     material fact to the board of directors of the Company or any Related
     Entity with respect to the business of the Company or any Related Entity.

     "GRANTOR" has the meaning set forth in Section 11 hereof.

     "HMC GROUP" shall mean Hicks, Muse, Tate & Furst Incorporated, its
     Affiliates, and their respective employees, officers, partners and
     directors (and members of their respective families and trusts for the
     primary benefit of such family members).

     "HOLDING PERIOD" shall have the meaning set forth in subsection 5(d)
     hereof.

     "INCENTIVE OPTIONS" shall have the meaning set forth in Section 6 hereof.

     The term "INCLUDING" when used herein shall mean "including, but not
     limited to".

     "KEY EMPLOYEE" shall have the meaning set forth in Section 4 hereof.

     "NON-QUALIFIED OPTIONS" shall have the meaning set forth in Section 6
     hereof.

     "OPTIONS" shall have the meaning set forth in Section 1 hereof.

     "PERFORMANCE-BASED OPTIONS" shall have the meaning set forth in Section 9
     hereof.

     "PERSON" shall have the meaning set forth in Section 4 hereof.

     "PLAN" shall have the meaning set forth in Section 1 hereof.

     "PURCHASABLE SHARES" shall have the meaning set forth in Section 11 hereof.

     "PURCHASE OPTION" shall have the meaning set forth in Section 11 hereof.

     "QUALIFYING PUBLIC OFFERING" shall mean a firm commitment underwritten
     public offering of Common Stock the result of which is that the HMC Group
     shall own less than 10% of the fully diluted Common Stock of the Company.

     "RELATED ENTITIES" shall have the meaning set forth in Section 1 hereof.

     "RULE 16B-3" shall have the meaning set forth in Section 2 hereof.

     "SECURITIES ACT" shall have the meaning set forth in Section 14 hereof.

     "TERM" shall have the meaning set forth in Section 22 hereof.

21.  AMENDMENT OF PLAN

    The Board of Directors shall have the right to amend, modify, suspend or
terminate the Plan at any time; PROVIDED, that no amendment shall be made which
shall increase the total number of shares of the Common Stock which may be
issued and sold pursuant to Options granted under the Plan or decrease the
minimum Option exercise price in the case of an Incentive Option, or modify the
provisions of the Plan relating to eligibility with respect to Incentive Options
unless such amendment is made by or with the approval of the shareholders.  The
Board of Directors shall be authorized to amend the Plan and the Options granted
thereunder, without the consent or joinder of any optionee or other Person, in
such manner as may be deemed necessary or appropriate by the Board of Directors
in order to cause the Plan and the Options granted thereunder (i) to qualify as
"incentive stock options" within the meaning of Section 422 of the Code, (ii) to
comply with Rule 16b-3 (or any successor rule) under the Exchange Act (or any
successor law) and the regulations (including any temporary regulations)
promulgated thereunder or (iii) to comply with Section 162(m) of the Code (or
any successor section) and any regulations (including any temporary regulations)
promulgated thereunder.  Except as provided above, no amendment, modification,
suspension or termination of the Plan shall materially impair the value of any
Options previously granted under the Plan, without the consent of the holder
thereof.

22.  EFFECTIVE DATE

    The Plan shall be effective as of February 1, 2000, and shall be void
retroactively as to any Incentive Option if not approved by the shareholders of
the Company within twelve months thereafter.  The Plan shall terminate on the
tenth anniversary of the date of the effective date of the Plan or the date of
approval of the Plan by the shareholders of the Company, whichever is earlier,
unless sooner terminated by the Board of Directors (the "TERM").