OPTIKA INC.
                     1994 STOCK OPTION/STOCK ISSUANCE PLAN

                   As Restated and Amended through May 2000


                                  ARTICLE ONE
                                    GENERAL


     1.     PURPOSE OF THE PLAN

            This  1994  Stock  Option/Stock  Issuance  Plan,  as  amended  and
restated,  is intended to promote the  interests  of Optika  Inc.,  a Delaware
corporation,  by providing eligible individuals with the opportunity to obtain
an equity  interest,  or  otherwise  increase  their equity  interest,  in the
Corporation.  This Plan shall serve as the successor equity incentive  program
to the Corporation's 1992 Stock Plan.

   II.      DEFINITIONS

            For the purposes of this Plan, the following  definitions shall be
in effect:

            Automatic  Option  Grant  Program:   the  automatic  option  grant
program in effect under the Plan.

            Board:  the Corporation's Board of Directors.

            Change  in  Control:  a change  in  ownership  or  control  of the
Corporation effected through either of the following transactions:

            -     the direct or  indirect  acquisition  by any person or
      related group of persons  (other than the  Corporation or a person
      that directly or  indirectly  controls,  is  controlled  by, or is
      under  common  control  with,  the   Corporation)   of  beneficial
      ownership  (within  the  meaning of Rule 13d-3 of the 1934 Act) of
      securities  possessing  more than fifty percent (50%) of the total
      combined voting power of the Corporation's  outstanding securities
      pursuant  to a tender  or  exchange  offer  made  directly  to the
      Corporation's  stockholders  which  the Board  does not  recommend
      such stockholders to accept, or

            -     a  change  in  the  composition  of the  Board  over a
      period of  thirty-six  (36) months or less such that a majority of
      the Board  members  ceases,  by  reason  of one or more  contested
      elections  for Board  membership,  to be comprised of  individuals
      who  either  (a) have been Board  members  continuously  since the
      beginning  of such  period or (b) have been  elected or  nominated
      for  election  as Board  members  during such period by at least a
      majority  of the Board  members  described  in clause (a) who were
      still in  office  at the time  such  election  or  nomination  was
      approved  by the Board;  provided,  however,  that a change in the
      composition of the Board  pursuant to Section  4.3.1(b) or Section
      4.3.6  of the  Corporation's  Amended  and  Restated  Articles  of
      Incorporation shall not constitute a Change in Control.

            Code:  the Internal Revenue Code of 1986, as amended.

            Committee:  the  committee of two (2) or more  non-employee  Board
members appointed by the Board to administer the Plan.

            Common Stock:  shares of the Corporation's common stock.

            Corporate     Transaction:     either     of     the     following
stockholder-approved transactions to which the Corporation is a party:

               (i)      a merger or  consolidation  in which  securities
      possessing  more than fifty  percent  (50%) of the total  combined
      voting  power  of the  Corporation's  outstanding  securities  are
      transferred  to a person or  persons  different  from the  persons
      holding those securities immediately prior to such transaction, or

              (ii)      the sale,  transfer or other  disposition of all
      or  substantially  all of the  Corporation's  assets  in  complete
      liquidation or dissolution of the Corporation.

            Corporation:   Optika  Inc.,  a  Delaware  corporation,   and  its
successors.

            Discretionary  Option  Grant  Program:  the  discretionary  option
grant program in effect under the Plan.

            Eligible  Director:   a  non-employee  Board  member  eligible  to
participate  in the  Automatic  Option Grant  Program in  accordance  with the
eligibility provisions of Section V of Article One.

            Employee:  an  individual  who  performs  services  while  in  the
employ  of the  Corporation  (or any  Parent  or  Subsidiary)  subject  to the
control and  direction  of the  employer  entity not only as to the work to be
performed but also as to the manner and method of performance.

            Exercise  Date:  the  date on which  the  Corporation  shall  have
received written notice of the option exercise.

            Fair  Market  Value:  the Fair  Market  Value  per share of Common
Stock determined in accordance with the following provisions:

            -     If the  Common  Stock  is not at the  time  listed  or
      admitted to trading on any national  stock  exchange but is traded
      on the Nasdaq National Market,  the Fair Market Value shall be the
      closing  selling price per share on the date in question,  as such
      price  is  reported  by the  National  Association  of  Securities
      Dealers on the Nasdaq  National  Market or any  successor  system.
      If there is no  reported  closing  selling  price  for the  Common
      Stock on the date in  question,  then the Fair Market  Value shall
      be the closing  selling price on the last preceding date for which
      such quotation exists.

            -     If the Common  Stock is at the time listed or admitted
      to  trading on any  national  securities  exchange,  then the Fair
      Market Value shall be the closing  selling  price per share on the
      date  in  question  on  the  exchange   determined   by  the  Plan
      Administrator  to be the primary  market for the Common Stock,  as
      such  price  is  officially   quoted  in  the  composite  tape  of
      transactions  on such  exchange.  If there is no reported  sale of
      Common Stock on such  exchange on the date in  question,  then the
      Fair  Market  Value  shall  be the  closing  selling  price on the
      exchange  on the last  preceding  date for  which  such  quotation
      exists.

            -     If  the  Common  Stock  is on  the  date  in  question
      neither listed nor admitted to trading on any national  securities
      exchange nor traded on the Nasdaq National  Market,  then the Fair
      Market Value of the Common Stock on such date shall be  determined
      by the Plan  Administrator  after taking into account such factors
      as the Plan Administrator shall deem appropriate.

            -     For  purposes  of  any  option   grants  made  on  the
      Underwriting  Date,  the Fair  Market  Value shall be deemed to be
      equal to the price per  share at which the  Common  Stock is to be
      sold in the initial public offering  pursuant to the  Underwriting
      Agreement.

            Hostile  Take-Over:  a  change  in  ownership  of the  Corporation
effected through the following transaction:

            -     the direct or  indirect  acquisition  by any person or
      related group of persons  (other than the  Corporation or a person
      that directly or  indirectly  controls,  is  controlled  by, or is
      under  common  control  with,  the   Corporation)   of  beneficial
      ownership  (within  the  meaning of Rule 13d-3 of the 1934 Act) of
      securities  possessing  more than fifty percent (50%) of the total
      combined   voting   power   of   the   Corporation's   outstanding
      securities  pursuant to a tender or exchange  offer made  directly
      to  the  Corporation's  stockholders  which  the  Board  does  not
      recommend such stockholders to accept, and

            -     the  acceptance  of more than fifty  percent  (50%) of
      the  securities so acquired in such tender or exchange  offer from
      holders other than Section 16 Insiders.

            Incentive   Option:   a   stock   option   which   satisfies   the
requirements of Code Section 422.

            Involuntary  Termination:  the  termination  of the Service of any
Optionee or Participant which occurs by reason of:

            -     such individual's  involuntary  dismissal or discharge
      by the Corporation for reasons other than Misconduct, or

            -     such individual's  voluntary resignation following (i)
      a  change  in his or  her  position  with  the  Corporation  which
      materially  reduces  his or her  level  of  responsibility,  (B) a
      reduction  in his or her  level of  compensation  (including  base
      salary,    fringe   benefits   and   any   non-discretionary   and
      objective-standard  incentive payment or bonus award) by more than
      ten percent  (10%) in the  aggregate or (C) a  relocation  of such
      individual's  place of employment by more than  fifty (50)  miles,
      provided  and only if such  change,  reduction  or  relocation  is
      effected by the Corporation without the individual's consent.

            Misconduct:  the commission of any act of fraud,  embezzlement  or
dishonesty by the Optionee or Participant,  any unauthorized use or disclosure
by such  individual  of  confidential  information  or  trade  secrets  of the
Corporation (or any Parent or Subsidiary) or any other intentional  misconduct
by  such  individual  adversely  affecting  the  business  or  affairs  of the
Corporation  in a  material  manner.  The  foregoing  definition  shall not be
deemed to be inclusive of all the acts or omissions  which the  Corporation or
any  Parent or  Subsidiary  may  consider  as  grounds  for the  dismissal  or
discharge of any Optionee,  Participant or other  individual in the Service of
the Corporation.

            1934 Act:  the Securities Exchange Act of 1934, as amended.

            Non-Statutory  Option:  a stock  option not  intended  to meet the
requirements of Code Section 422.

            Optionee:  a person to whom an option is granted  under the Option
Grant Program.

            Parent:  Any  corporation  (other  than  the  Corporation)  in  an
unbroken  chain of  corporations  ending with the  Corporation,  provided each
such corporation in the unbroken chain (other than the  Corporation)  owns, at
the time of the  determination,  stock  possessing fifty percent (50%) or more
of the  total  combined  voting  power of all  classes  of stock in one of the
other corporations in such chain.

            Participant:  a person who is issued  Common Stock under the Stock
Issuance Program.

            Permanent  Disability or  Permanently  Disabled:  the inability of
the Optionee or the Participant to engage in any substantial  gainful activity
by  reason  of  any  medically  determinable  physical  or  mental  impairment
expected  to result in death or to be of  continuous  duration  of twelve (12)
months or more.  However,  solely for purposes of the  Automatic  Option Grant
Program,   Permanent   Disability  or  Permanently  Disabled  shall  mean  the
inability of the non-employee  Board member to perform his or her usual duties
as a Board member by reason of any medically  determinable  physical or mental
impairment  expected  to result in death or to be of  continuous  duration  of
twelve (12) months or more.

            Plan: the  Corporation's  1994 Stock  Option/Stock  Issuance Plan,
as amended and restated and set forth in this document.

            Plan Effective  Date:  August 12, 1994, the date on which the Plan
was adopted by the Board.

            Plan  Administrator:  either  the Board or the  Committee,  to the
extent the Committee is at the time responsible for the  administration of the
Plan in accordance with Section IV of Article One.

            Predecessor Plan:  the Corporation's 1992 Stock Plan.

            Salary  Investment  Option  Grant  Program:  the salary  reduction
grant program in effect under the Plan.

            Section  12(g)  Registration  Date:  July 25,  1996,  the  date on
which the initial  registration of the Common Stock under Section 12(g) of the
1934 Act became effective.

            Section 16  Insider:  an officer or  director  of the  Corporation
subject to the short-swing profit liabilities of Section 16 of the 1934 Act.

            Service:  the  performance of services on a periodic basis for the
Corporation  (or any Parent or Subsidiary)  in the capacity of an Employee,  a
non-employee  member of the board of directors or an  independent  consultant,
except to the extent otherwise  specifically  provided in the applicable stock
option or stock issuance agreement.

            Stock  Issuance  Program:  the stock  issuance  program  in effect
under the Plan.

            Subsidiary:  any  corporation  (other than the  Corporation) in an
unbroken chain of corporations  beginning with the Corporation,  provided each
such  corporation  (other than the last  corporation)  in the  unbroken  chain
owns, at the time of the  determination,  stock possessing fifty percent (50%)
or more of the total  combined  voting power of all classes of stock in one of
the other corporations in such chain.

            Taxes:  the  Federal,  state and local income and  employment  tax
liabilities  incurred  by the  holder of  Non-Statutory  Options  or  unvested
shares of Common Stock in  connection  with the  exercise of those  options or
the vesting of those shares.

            10%  Stockholder:  the owner of stock (as  determined  under  Code
Section  424(d))  possessing more than ten percent (10%) of the total combined
voting  power of all  classes  of stock of the  Corporation  or any  Parent or
Subsidiary.

            Take-Over  Price:  the  greater of (a) the Fair  Market  Value per
share of  Common  Stock on the date the  particular  option to  purchase  such
stock  is  surrendered  to  the  Corporation  in  connection  with  a  Hostile
Take-Over or (b) the highest  reported price per share of Common Stock paid by
the tender  offeror in  effecting  such  Hostile  Take-Over.  However,  if the
cancelled  option is an Incentive  Option,  then the Take-Over Price shall not
exceed the clause (a) price per share.

            Underwriting  Agreement:  the  agreement  between the  Corporation
and the  underwriter or  underwriters  managing the initial public offering of
the Common Stock.

            Underwriting   Date:   July 25,   1996,  the  date  on  which  the
Underwriting  Agreement was executed and priced in connection with the initial
public offering of the Common Stock.

  III.      STRUCTURE OF THE PLAN

            A.    The  Plan  shall  be  divided  into  four  separate   equity
programs:

                  (i)   the  Discretionary  Option Grant  Program  under which
      eligible  persons may, at the discretion of the Plan  Administrator,  be
      granted options to purchase shares of Common Stock,

                  (ii)  the  Stock  Issuance   Program  under  which  eligible
      persons  may, at the  discretion  of the Plan  Administrator,  be issued
      shares of Common Stock directly,  either through the immediate  purchase
      of such shares or as a bonus for services  rendered the  Corporation (or
      any Parent or Subsidiary),

                  (iii) the  Salary  Investment  Option  Grant  Program  under
      which  eligible  employees  may  elect to have a portion  of their  base
      salary invested each year in special below-market option grants, and

                  (iv)  the   Automatic   Option  Grant  Program  under  which
      eligible  non-employee Board members shall automatically  receive option
      grants at periodic intervals to purchase shares of Common Stock.

            B.    The  Discretionary  Option Grant and Stock Issuance programs
became  effective on the Plan  Effective  Date. The Salary  Investment  Option
Grant  Program  shall  become   effective   when   implemented   by  the  Plan
Administrator.  The Automatic  Option Grant Program shall become  effective on
the Underwriting Date.

            C.    The  provisions  of Articles  One and Six shall apply to all
equity  programs  under the Plan and shall govern the interests of all persons
under the Plan.

   IV.      ADMINISTRATION OF THE PLAN

            A.    Until   the   Section   12(g)    Registration    Date,   the
Discretionary  Option Grant and Stock Issuance  Programs shall be administered
by  the  Board  or  the   Committee.   From  and  after  such  Section   12(g)
Registration Date, the Discretionary  Option Grant and Stock Issuance Programs
shall  be   administered   solely  and   exclusively  by  the  Committee.   No
non-employee  Board member shall be eligible to serve on the Committee if such
individual  has,  within the relevant  period  designated  below,  received an
option grant or direct stock  issuance under this Plan or any other stock plan
of the Corporation (or any Parent or Subsidiary):

                  -     for  each  of  the   initial   members   of  the
      Committee,   the  period   commencing   with  the  Section   12(g)
      Registration  Date  and  ending  with  the  date  of  his  or  her
      appointment to the Committee, or

                  -     for any  successor  or  substitute  member,  the
      twelve (12)-month period immediately  preceding the date of his or
      her  appointment  to the  Committee  or (if  shorter)  the  period
      commencing  with the Section  12(g)  Registration  Date and ending
      with the date of his or her appointment to the Committee.

            B.    Members  of the  Committee  shall  serve for such  period of
time as the Board may  determine  and shall be subject to removal by the Board
at any time.

            C.    The Plan  Administrator  shall have full power and authority
(subject  to the  express  provisions  of the  Plan) to  establish  rules  and
regulations for the proper  administration of the  Discretionary  Option Grant
and Stock Issuance Programs and to make such  determinations  under, and issue
such  interpretations  of, the provisions of such programs and any outstanding
option  grants  or stock  issuances  thereunder  as it may deem  necessary  or
advisable.  Decisions of the Plan Administrator  shall be final and binding on
all parties who have an interest in the  Discretionary  Option  Grant or Stock
Issuance  Programs,   or  any  outstanding  option  grant  or  share  issuance
thereunder.

            D.    Administration  of the Salary  Investment  Option  Grant and
Automatic  Option Grant Programs shall be  self-executing  in accordance  with
the terms of each such program,  and no Plan Administrator  shall exercise any
discretionary  functions with respect to any option grants or stock  issuances
made under those programs.

    V.      ELIGIBILITY

            A.    The persons  eligible to  participate  in the  Discretionary
Option Grant and Stock Issuance Programs are as follows:

                     (i)      Employees,

                    (ii)      non-employee  members of the Board  (other
      than those  serving as members of the  Committee)  or the board of
      directors of any Parent or Subsidiary, and

                   (iii)      consultants  who  provide  services to the
      Corporation (or any Parent or Subsidiary).

            B.    Each  Plan  Administrator  shall,  within  the  scope of its
administrative  jurisdiction under the Plan, have full authority to determine,
(i) with  respect to the option  grants under the  Discretionary  Option Grant
Program,  which eligible  persons are to receive  option  grants,  the time or
times  when such  option  grants  are to be made,  the  number of shares to be
covered  by each such  grant,  the status of the  granted  option as either an
Incentive  Option  or a  Non-Statutory  Option,  the time or times  when  each
option is to become  exercisable,  the vesting schedule (if any) applicable to
the  option  shares  and the  maximum  term for which the  option is to remain
outstanding  and (ii) with respect to stock issuances under the Stock Issuance
Program,  which eligible persons are to receive stock  issuances,  the time or
times when such  issuances  are to be made,  the number of shares to be issued
to each  Participant,  the vesting  schedule (if any) applicable to the issued
shares and the consideration for such shares.

            C.    The Plan  Administrator  shall have the absolute  discretion
either to grant  options in  accordance  with the  Discretionary  Option Grant
Program or to effect stock  issuances in  accordance  with the Stock  Issuance
Program.

            D.    Only  Section  16  Insiders  and  other  highly  compensated
Employees  shall be eligible to  participate in the Salary  Investment  Option
Grant Program.

            E.    The  individuals who shall be eligible to participate in the
Automatic  Option  Grant  Program  shall be limited  to (i) those  individuals
serving as  non-employee  Board  members on the  Underwriting  Date (ii) those
individuals   who  first  become   non-employee   Board   members   after  the
Underwriting  Date,  whether  through  appointment by the Board or election by
the  Corporation's  stockholders,  and (iii) those individuals who continue to
serve  as  non-employee  Board  members  at one or  more  Annual  Stockholders
Meetings held after the Underwriting  Date.  However,  Messrs.  Gett and King,
who each  received  an option  grant  under  the  Discretionary  Option  Grant
Program of the Plan prior to the  Underwriting  Date shall not be  eligible to
receive an initial  option grant under the  Automatic  Option Grant Program on
the  Underwriting  Date.  In  addition,  a  non-employee  Board member who has
previously   been  in  the  employ  of  the  Corporation  (or  any  Parent  or
Subsidiary)  shall  not be  eligible  to  receive  an option  grant  under the
Automatic  Option  Grant  Program  at the  time  he or  she  first  becomes  a
non-employee  Board member,  but shall be eligible to receive  periodic option
grants under the  Automatic  Option Grant Program while he or she continues to
serve as a non-employee Board member.

   VI.      STOCK SUBJECT TO THE PLAN

            A.    Shares of  Common  Stock  shall be  available  for  issuance
under the Plan and shall be drawn  from  either the  Corporation's  authorized
but  unissued  shares  of  Common  Stock or from  reacquired  shares of Common
Stock,  including  shares  repurchased by the  Corporation on the open market.
The maximum  number of shares of Common Stock which may be issued over the ten
(10)-year term of the Plan shall not exceed 4,029,378*/ shares,   subject   to
adjustment  from  time to time  in  accordance  with  the  provisions  of this
Section VI. Such  authorized  share reserve is comprised of (i) the  number of
shares which remained  available for issuance,  as of the Plan Effective Date,
under  the   Predecessor   Plan  as  last   approved   by  the   Corporation's
stockholders,   including  the  shares  subject  to  the  outstanding  options
incorporated  into  this  Plan and any  other  shares  which  would  have been
available for future option grant under the Predecessor  Plan as last approved
by the  stockholders,  plus (ii) an increase of 520,000*/ shares authorized by
the  Board as of the Plan  Effective  Date and  subsequently  approved  by the
Corporation's  stockholders,  plus  (iii) an  additional  increase  of 200,000
shares  authorized  by the Board on  November  8, 1995,  and  approved  by the
Corporation's  stockholders in February 1996, plus (iv) an additional increase
of  750,000  shares  approved  by  the  Board  in  February 1996  and  by  the
Corporation's  stockholders in June 1996,  plus (v) an additional  increase of
206,721  shares  effected on January 2, 1998  pursuant to Section  VI.B below,
plus (vi) an  additional  increase  of 213,427  shares  effected on January 4,
1999  pursuant to Section  VI.B below,  plus (vii) an  additional  increase of
219,230 shares  effected in January 2000 pursuant to Section VI.B below,  plus
(viii) an  additional  increase  of 600,000  shares  approved  by the Board on
March 6, 2000 and by the  Corporation's  stockholders  on May 10, 2000. As one
or more  outstanding  options  under  the  Predecessor  Plan  which  have been
incorporated  into this Plan are  exercised,  the number of shares issued with
respect to each such option shall  reduce,  on a  share-for-share  basis,  the
number of shares  available  for issuance  under this Plan.  In addition,  the
share reserve under the Plan shall be reduced on a  share-for-share  basis for
each  share of Common  Stock  issued  under the  Corporation's  Special  Stock
Option/Stock  Purchase  Plan,  pursuant to which a maximum of 80,000 shares of
Common  Stock have been  reserved  for  issuance to service  providers  of the
Corporation's Business Solution Partner Companies.

            B.    The number of shares of Common Stock  available for issuance
under the Plan shall  automatically  increase on the first trading day of each
of the 1998  through  the 2002  calendar  years,  by an amount  equal to three
percent (3%) of the shares of Common Stock  outstanding  on December 31 of the
immediately  preceding  calendar year.  Beginning with the 2000 calendar year,
in no event may such annual increase  exceed 300,000 shares.  For the 1998 and
1999 calendar years,  no Incentive  Options may be granted on the basis of the
additional shares of Common Stock resulting from such annual increases.

            C.    In no  event  may any one  individual  participating  in the
Plan be granted  stock  options,  separately  exercisable  stock  appreciation
rights and  direct  stock  issuances  for more than  500,000  shares of Common
Stock in the aggregate  per calendar  year,  beginning  with the 1996 calendar
year.

            D.    Should  one or more  outstanding  options  under  this  Plan
(including   options   incorporated  from  the  Predecessor  Plan)  expire  or
terminate  for any reason  prior to  exercise  in full  (including  any option
cancelled in accordance  with the  cancellation-regrant  provisions of Section
IV of Article  Two of the Plan),  then the  shares  subject to the  portion of
each option not so exercised  shall be available for subsequent  option grants
under the Plan.  Shares  subject to any stock  appreciation  rights  exercised
under the Plan and all share  issuances  under  the Plan,  whether  or not the
shares  are  subsequently  repurchased  by  the  Corporation  pursuant  to its
repurchase rights under the Plan, shall reduce on a share-for-share  basis the
number of shares of Common Stock  available for subsequent  issuance under the
Plan. In addition,  should the exercise price of an  outstanding  option under
the Plan be paid with shares of Common Stock or should  shares of Common Stock
otherwise   issuable  under  the  Plan  be  withheld  by  the  Corporation  in
satisfaction  of  the  withholding  taxes  incurred  in  connection  with  the
exercise of an  outstanding  option  under the Plan or the vesting of a direct
share issuance made under the Plan,  then the number of shares of Common Stock
available for issuance  under the Plan shall be reduced by the gross number of
shares  for  which the  option  is  exercised  or which  vest  under the share
issuance,  and not by the net number of shares of Common Stock actually issued
to the holder of such option or share issuance.

            E.    Should  any  change  be made to the  Common  Stock  issuable
under   the   Plan  by   reason   of  any   stock   split,   stock   dividend,
recapitalization,  combination  of shares,  exchange of shares or other change
affecting the  outstanding  Common Stock as a class without the  Corporation's
receipt of  consideration,  then appropriate  adjustments shall be made to (i)
the  maximum  number  and/or  class of  securities  issuable  under  the Plan,
(ii) the  maximum  number  and/or  class of  securities  for  which  the share
reserve is to increase  automatically  on the first trading day of each of the
1998 through 2002 calendar  years,  (iii) the  maximum  number and/or class of
securities  for  which  any one  individual  participating  in the Plan may be
granted stock options,  separately  exercisable stock appreciation  rights and
direct stock  issuances in the  aggregate  under this Plan per calendar  year,
(iv) the  number and/or class of securities for which grants are  subsequently
to be made under the  Automatic  Option  Grant  Program to new and  continuing
non-employee  Board  members,  (v) the  number and/or class of securities  and
price per share in effect  under each  option  outstanding  under the Plan and
(vi) the  number  and/or  class of  securities  and  price per share in effect
under  each  outstanding   option   incorporated   into  this  Plan  from  the
Predecessor  Plan.  Such  adjustments  to the  outstanding  options  are to be
effected  in a manner  which shall  preclude  the  enlargement  or dilution of
rights  and  benefits  thereunder.  The  adjustments  determined  by the  Plan
Administrator shall be final, binding and conclusive.

                                  ARTICLE TWO

                      DISCRETIONARY OPTION GRANT PROGRAM


    I.      TERMS AND CONDITIONS OF OPTIONS

        Options  granted  pursuant  to the  Plan  shall be  authorized  by
action  of  the  Plan  Administrator  and  may,  at the  Plan  Administrator's
discretion,   be  either   Incentive   Options   or   Non-Statutory   Options.
Individuals  who  are  not  Employees  of the  Corporation  or its  Parent  or
Subsidiary  may only be granted  Non-Statutory  Options.  Each granted  option
shall be  evidenced  by one or more  instruments  in the form  approved by the
Plan Administrator;  provided, however, that each such instrument shall comply
with the terms and conditions  specified below. Each instrument  evidencing an
Incentive Option shall, in addition,  be subject to the applicable  provisions
of Section II of this Article Two.

            A.    Option Price.
                  ------------

                  1.    The option  price per share shall be fixed by the Plan
Administrator in accordance with the following provisions:

                     (i)      The  option  price  per  share  of  Common
      Stock  subject to an  Incentive  Option  shall in no event be less
      than one hundred  percent  (100%) of the Fair Market Value of such
      Common Stock on the grant date.

                    (ii)      The  option  price  per  share  of  Common
      Stock subject to a Non-Statutory  Option shall in no event be less
      than  eighty-five  percent  (85%) of the Fair Market Value of such
      Common Stock on the grant date.

                  2.    The option  price shall  become  immediately  due upon
exercise of the option and shall,  subject to the  provisions  of Section I of
Article Four, be payable as follows:

                     (i)      in  cash  or  check  made  payable  to the
      Corporation,

                    (ii)      in  shares  of  Common  Stock  held by the
      Optionee for the requisite  period  necessary to avoid a charge to
      the Corporation's  earnings for financial  reporting  purposes and
      valued at Fair Market Value on the Exercise Date, or

                   (iii)      to the extent the option is exercised  for
      vested  shares,  through a special sale and  remittance  procedure
      pursuant  to  which  the  Optionee  shall   concurrently   provide
      irrevocable written  instructions (a) to a  Corporation-designated
      brokerage  firm to  effect  the  immediate  sale of the  purchased
      shares  and  remit to the  Corporation,  out of the sale  proceeds
      available on the settlement  date,  sufficient  funds to cover the
      aggregate  option price payable for the purchased  shares plus all
      applicable  Federal,  state and local income and employment  taxes
      required  to be  withheld  by the  Corporation  by  reason of such
      purchase and (b) to the  Corporation  to deliver the  certificates
      for the purchased  shares directly to such brokerage firm in order
      to complete the sale transaction.

                  3.    Except  to  the  extent   such  sale  and   remittance
procedure is utilized,  payment of the option price for the  purchased  shares
must be made on the Exercise Date.

            B.    Term and  Exercise of Options.  Each  option  granted  under
                  -----------------------------
this Plan shall be  exercisable  at such time or times and during  such period
as is determined  by the Plan  Administrator  and set forth in the  instrument
evidencing the grant.  No such option,  however,  shall have a maximum term in
excess of ten (10) years  measured  from the grant date.  During the  lifetime
of the Optionee,  Incentive  Options shall be exercisable only by the Optionee
and shall not be  assignable  or  transferable  by the Optionee  other than by
will or by the laws of  descent  and  distribution  following  the  Optionee's
death.  Non-Statutory  Options  may,  to the  extent  permitted  by  the  Plan
Administrator,  be assigned in whole or in part during the Optionee's lifetime
pursuant  to a  Domestic  Relations  Order  or  to  one  or  more  members  of
Optionee's  family  or a  trust  established  for  one  or  more  such  family
members.  The terms  applicable  to the assigned  portion shall be the same as
those in effect for the option  immediately prior to such assignment and shall
be as set  forth  in  such  documents  issued  to  the  Assignee  as the  Plan
Administrator may deem appropriate.

            C.    Termination of Service.
                  ----------------------

                  1.    Except to the extent  otherwise  provided  pursuant to
subsection  C.2 below,  the  following  provisions  shall  govern the exercise
period  applicable  to any  options  held  by the  Optionee  at  the  time  of
cessation of Service or death:

               (i)      Should the  Optionee  cease to remain in Service
      for any reason other than death or Permanent Disability,  then the
      period during which each outstanding  option held by such Optionee
      is to remain  exercisable  shall be limited to the three (3)-month
      period following the date of such cessation of Service.

              (ii)      Should  such  Service  terminate  by  reason  of
      Permanent   Disability,   then  the  period   during   which  each
      outstanding  option held by the Optionee is to remain  exercisable
      shall be limited to the twelve  (12)-month  period  following  the
      date of such cessation of Service.

             (iii)      Should the  Optionee  die while  holding  one or
      more outstanding  options,  then the period during which each such
      option is to remain  exercisable  shall be  limited  to the twelve
      (12)-month  period  following  the date of the  Optionee's  death.
      During such  limited  period,  the option may be  exercised by the
      personal  representative of the Optionee's estate or by the person
      or  persons  to whom the  option is  transferred  pursuant  to the
      Optionee's  will or in  accordance  with the laws of  descent  and
      distribution.

              (iv)      Under no circumstances,  however, shall any such
      option be exercisable  after the specified  expiration date of the
      option term.

               (v)      During  the  applicable   post-Service  exercise
      period,  the option may not be exercised in the aggregate for more
      than  the  number  of  vested  shares  for  which  the  option  is
      exercisable  on the date of the  Optionee's  cessation of Service.
      Upon the  expiration  of the  applicable  exercise  period  or (if
      earlier) upon the  expiration of the option term, the option shall
      terminate  and cease to be  exercisable  for any vested shares for
      which the  option  has not been  exercised.  However,  the  option
      shall,  immediately  upon the  Optionee's  cessation  of  Service,
      terminate and cease to be  outstanding  with respect to any option
      shares for which the option is not at that time  exercisable or in
      which the Optionee is not otherwise at that time vested.

              (vi)      Should the Optionee's  Service be terminated for
      Misconduct,  then all  outstanding  options  held by the  Optionee
      shall terminate immediately and cease to be outstanding.

                  2.    The   Plan    Administrator    shall   have   complete
discretion,  exercisable  either at the time the  option is  granted or at any
time while the option remains outstanding,

                  -     to  extend  the  period  of time for  which  the
      option  is  to  remain   exercisable   following  the   Optionee's
      cessation  of Service or death from the  limited  period in effect
      under  subsection  C.1 of this Article Two to such greater  period
      of  time  as  the  Plan  Administrator   shall  deem  appropriate;
      provided,  that in no event shall such option be exercisable after
      the specified expiration date of the option term; and/or

                  -     to  permit  one  or  more  options  held  by the
      Optionee  under  this  Article  Two to be  exercised,  during  the
      limited   post-Service   exercise  period  applicable  under  this
      paragraph  C.,  not only  with  respect  to the  number  of vested
      shares of Common  Stock for which each such option is  exercisable
      at the time of the  Optionee's  cessation of Service but also with
      respect  to one or more  subsequent  installments  for  which  the
      option would otherwise have become  exercisable had such cessation
      of Service not occurred.

            D.    Stockholder  Rights.  An Optionee  shall have no stockholder
                  -------------------
rights with respect to any shares covered by the option until such  individual
shall have  exercised  the  option,  paid the option  price for the  purchased
shares and become the record holder of those shares.

            E.    Unvested  Shares.  The  Plan  Administrator  shall  have the
                  -----------------
discretion to authorize the issuance of unvested  shares of Common Stock under
the Plan.  Should the Optionee  cease  Service  while  holding  such  unvested
shares,  the  Corporation  shall have the right to  repurchase,  at the option
price  paid per  share,  any or all of those  unvested  shares.  The terms and
conditions  upon which such repurchase  right shall be exercisable  (including
the period and procedure  for exercise and the  appropriate  vesting  schedule
for the purchased  shares) shall be established by the Plan  Administrator and
set forth in the agreement  evidencing such repurchase  right. All outstanding
repurchase  rights  under  the Plan  shall  terminate  automatically  upon the
occurrence of any Corporate  Transaction,  except to the extent the repurchase
rights  are  expressly  assigned  to  the  successor  corporation  (or  parent
thereof) in connection with the Corporate Transaction.

   II.      INCENTIVE OPTIONS

            Incentive  Options  may only be  granted  to  individuals  who are
Employees,  and the terms and conditions  specified  below shall be applicable
to all Incentive  Options  granted  under the Plan.  Except as modified by the
provisions  of this Section II, all the  provisions  of Articles  One, Two and
Six  of  the  Plan  shall  be  applicable  to all  Incentive  Options  granted
hereunder.  Any Options specifically  designated as Non-Statutory shall not be
subject to such terms and conditions.

            A.    Dollar   Limitation.   The   aggregate   Fair  Market  Value
                  --------------------
(determined as of the  respective  date or dates of grant) of the Common Stock
for which one or more options  granted to any Employee under this Plan (or any
other option plan of the  Corporation or its Parent or Subsidiary) may for the
first time become  exercisable  as incentive  stock  options under the Federal
tax laws during any one calendar  year shall not exceed the sum of One Hundred
Thousand  Dollars  ($100,000).  To the  extent the  Employee  holds two (2) or
more such  options  which  become  exercisable  for the first time in the same
calendar year, the foregoing  limitation on the exercisability of such options
as incentive  stock options under the Federal tax laws shall be applied on the
basis of the order in which such  options  are  granted.  Should the number of
shares  of  Common  Stock  for  which  any  Incentive   Option  first  becomes
exercisable in any calendar year exceed the  applicable  One Hundred  Thousand
Dollar ($100,000)  limitation,  then that option may nevertheless be exercised
in that  calendar  year for the  excess  number of  shares as a  Non-Statutory
Option under the Federal tax laws.

            B.    10%  Stockholder.  If any  individual  to whom an  Incentive
                  -----------------
Option is  granted is a 10%  Stockholder,  then the  exercise  price per share
shall not be less  than one  hundred  ten  percent  (110%) of the Fair  Market
Value per share of Common  Stock on the grant date and the  option  term shall
not exceed five (5) years measured from the grant date.

  III.      CORPORATE TRANSACTION/CHANGE IN CONTROL

            A.    In the  event  of any  Corporate  Transaction,  each  option
which is at the time  outstanding  under this Article Two shall  automatically
accelerate so that each such option shall,  immediately prior to the specified
effective date for such Corporate  Transaction,  become fully exercisable with
respect to the total  number of shares of Common  Stock at the time subject to
such  option and may be  exercised  for all or any  portion of such  shares as
fully-vested  shares of Common Stock.  However,  an  outstanding  option under
this  Article  Two  shall not so  accelerate  if and to the  extent:  (i) such
option  is,  in  connection  with  such  Corporate  Transaction,  either to be
assumed by the successor  corporation or parent thereof or to be replaced with
a comparable  option to purchase  shares of the capital stock of the successor
corporation or parent thereof,  (ii) such option is to be replaced with a cash
incentive  program of the  successor  corporation  which  preserves the option
spread  existing at the time of such  Corporate  Transaction  and provides for
subsequent  payout in accordance with the same vesting schedule  applicable to
such  option,  or (iii) the  acceleration  of such  option is subject to other
limitations  imposed  by the  Plan  Administrator  at the  time of the  option
grant.  However,  upon an  Optionee's  cessation  of  Service  by reason of an
Involuntary  Termination  (other than for  Misconduct)  within  eighteen  (18)
months after a Corporate  Transaction in which his or her outstanding  options
are assumed or replaced  pursuant to clause (i) above,  each such option shall
automatically  accelerate  and become  fully  exercisable  with respect to the
total  number of shares of Common Stock at the time subject to such option and
may be exercised  for all or any portion of such shares as fully vested shares
of Common Stock. The option as so accelerated  shall remain  exercisable until
the earlier of (i) the  expiration  of the option term or (ii) the  expiration
of the one  (1)-year  period  measured  from  the  date  of  such  Involuntary
Termination.  The  determination  of option  comparability  under  clause  (i)
above shall be made by the Plan Administrator,  and its determination shall be
final, binding and conclusive.

            B.    All  outstanding  repurchase  rights  shall  also  terminate
automatically,  and the shares of Common  Stock  subject  to those  terminated
rights  shall  immediately  vest  in  full,  in the  event  of  any  Corporate
Transaction,  except to the  extent:  (i) those  repurchase  rights  are to be
assigned to the successor  corporation  (or parent thereof) in connection with
such Corporate  Transaction or (ii) such  accelerated  vesting is precluded by
other  limitations   imposed  by  the  Plan  Administrator  at  the  time  the
repurchase right is issued.

            C.    Immediately   following  the  consummation  of  a  Corporate
Transaction,  all  outstanding  options under this Article Two shall terminate
and  cease  to  remain  outstanding,  except  to  the  extent  assumed  by the
successor corporation or its parent company.

            D.    Each  outstanding  option  under  this  Article  Two that is
assumed  in  connection  with  a  Corporate  Transaction  or is  otherwise  to
continue in effect shall be  appropriately  adjusted,  immediately  after such
Corporate  Transaction,  to apply  and  pertain  to the  number  and  class of
securities which would have been issued to the option holder,  in consummation
of  such  Corporate   Transaction,   had  such  person  exercised  the  option
immediately  prior  to such  Corporate  Transaction.  Appropriate  adjustments
shall also be made to the  exercise  price  payable  per share,  provided  the
aggregate  exercise price payable for such  securities  shall remain the same.
In addition,  the class and number of securities  available for issuance under
the  Plan  on both  an  aggregate  and per  participant  basis  following  the
consummation of such Corporate Transaction shall be appropriately adjusted.

            E.    The  Plan   Administrator   shall  have  the   discretionary
authority,  exercisable  either at the time the  option is  granted  or at any
time while the  option  remains  outstanding,  to  provide  for the  automatic
acceleration  of one or more  outstanding  options under this Article Two (and
the  termination of one or more of the  Corporation's  outstanding  repurchase
rights  under this Article  Two) upon the  occurrence  of a Change in Control.
The Plan  Administrator  shall also have full power and authority to condition
any  such  option   acceleration  (and  the  termination  of  any  outstanding
repurchase  rights) upon the  Optionee's  cessation of Service by reason of an
Involuntary  Termination (other than for Misconduct) within a specified period
following such Change in Control.

            F.    Any  options  accelerated  in  connection  with a Change  in
Control  shall  remain  fully  exercisable  until  the  expiration  or  sooner
termination  of the option term or the  surrender of such option in accordance
with Section V of this Article Two.

            G.    The grant of options  under this Article Two shall in no way
affect the right of the  Corporation  to  adjust,  reclassify,  reorganize  or
otherwise change its capital or business  structure or to merge,  consolidate,
dissolve,  liquidate  or sell or transfer  all or any part of its  business or
assets.

            H.    The portion of any Incentive Option  accelerated  under this
Section III in connection  with a Corporate  Transaction  or Change in Control
shall remain  exercisable  as an incentive  stock option under the Federal tax
laws only to the extent the dollar  limitation  of Section II of this  Article
Two is not exceeded.  To the extent such dollar  limitation  is exceeded,  the
accelerated  portion of such option shall be  exercisable  as a  non-statutory
option under the Federal tax laws.

   IV.      CANCELLATION AND REGRANT OF OPTIONS

            The Plan Administrator  shall have the authority to effect, at any
time and from time to time,  with the consent of the affected  Optionees,  the
cancellation  of  any  or all  outstanding  options  under  this  Article  Two
(including  outstanding  options under the Predecessor Plan  incorporated into
this Plan) and to grant in  substitution  new options  under the Plan covering
the same or  different  numbers  of shares of Common  Stock but with an option
price  per  share not less  than (i) one  hundred  percent  (100%) of the Fair
Market  Value on the new  grant  date in the  case of a grant of an  Incentive
Option,  (ii) one hundred ten percent  (110%) of such Fair Market Value in the
case of an Incentive  Option grant to a 10%  Stockholder or (iii)  eighty-five
percent (85%) of such Fair Market Value in the case of all other grants.


   V.    STOCK APPRECIATION RIGHTS

            A.    Provided and only if the Plan  Administrator  determines  in
its discretion to implement the stock  appreciation  right  provisions of this
Section V, one or more  Optionees may be granted the right,  exercisable  upon
such  terms  and  conditions  as the  Plan  Administrator  may  establish,  to
surrender  all or part of an  unexercised  option  under this  Article  Two in
exchange for a  distribution  from the  Corporation  in an amount equal to the
excess of (i) the Fair  Market  Value (on the  option  surrender  date) of the
number  of  shares  in which  the  Optionee  is at the time  vested  under the
surrendered  option (or surrendered  portion thereof) over (ii) the  aggregate
exercise price payable for such vested shares.

            B.    No  surrender  of an  option  shall be  effective  hereunder
unless  it is  approved  by the Plan  Administrator.  If the  surrender  is so
approved,  then the  distribution  to which  the  Optionee  shall  accordingly
become  entitled  under this  Section V may be made in shares of Common  Stock
valued at Fair Market Value on the option  surrender  date, in cash, or partly
in shares  and  partly in cash,  as the Plan  Administrator  shall in its sole
discretion deem appropriate.

            C.    If the  surrender  of an  option  is  rejected  by the  Plan
Administrator,  then the Optionee  shall retain  whatever  rights the Optionee
had under the  surrendered  option (or  surrendered  portion  thereof)  on the
option  surrender  date and may exercise  such rights at any time prior to the
later of (i) five (5) business days after the receipt of the rejection  notice
or (ii)  the  last  day on  which  the  option  is  otherwise  exercisable  in
accordance with the terms of the instrument  evidencing such option, but in no
event may such rights be exercised  more than ten (10) years after the date of
the option grant.

            D.    One  or  more   Section  16   Insiders   may,  in  the  Plan
Administrator's sole discretion,  be granted limited stock appreciation rights
in tandem with their  outstanding  options  under this Article  Two.  Upon the
occurrence  of  a  Hostile   Take-Over  at  a  time  when  the   Corporation's
outstanding  Common Stock is  registered  under Section 12(g) of the 1934 Act,
each such  officer  holding  one or more  options  with  such a limited  stock
appreciation  right in  effect  for at least  six (6)  months  shall  have the
unconditional  right  (exercisable for a thirty (30)-day period following such
Hostile  Take-Over) to surrender each such option to the  Corporation,  to the
extent  the  option  is at the time  exercisable  for fully  vested  shares of
Common Stock.  The officer shall in return be entitled to a cash  distribution
from the  Corporation  in an amount  equal to the excess of (i) the  Take-Over
Price of the  vested  shares  of  Common  Stock at the  time  subject  to each
surrendered  option  (or  surrendered  portion of such  option)  over (ii) the
aggregate   exercise  price  payable  for  such  vested   shares.   Such  cash
distribution  shall  be  made  within  five  (5)  days  following  the  option
surrender  date.  Neither  the  approval  of the  Plan  Administrator  nor the
consent  of the  Board  shall be  required  in  connection  with  such  option
surrender  and cash  distribution.  Any  unsurrendered  portion  of the option
shall  continue to remain  outstanding  and become  exercisable  in accordance
with the terms of the instrument evidencing such grant.


            E.    The   shares  of  Common   Stock   subject   to  any  option
surrendered for an appreciation  distribution pursuant to this Section V shall
not be available for subsequent issuance under the Plan.

                                 ARTICLE THREE

                            STOCK ISSUANCE PROGRAM


    I.      TERMS AND CONDITIONS OF STOCK ISSUANCES

            Shares of Common  Stock  may be  issued  under the Stock  Issuance
Program through direct and immediate  purchases  without any intervening stock
option  grants.  The issued  shares  shall be  evidenced  by a Stock  Issuance
Agreement that complies with the terms and conditions of this Article Three.

            A.    Consideration.
                  -------------

                  1.    Shares of Common  Stock may be issued  under the Stock
Issuance  Program  for one or more of the  following  items  of  consideration
which the Plan Administrator may deem appropriate in each individual instance:

                     (i)      full   payment   in  cash  or  check  made
      payable to the Corporation's order;

                    (ii)      a   promissory   note   payable   to   the
      Corporation's order in one or more installments; or

                   (iii)      past services  rendered to the Corporation
      or any Parent or Subsidiary.

                  2.    The shares  may,  in the  absolute  discretion  of the
Plan  Administrator,  be issued for  consideration  with a value less than one
hundred  percent (100%) of the Fair Market Value of such shares at the time of
issuance,  but in no event less than  eighty-five  percent  (85%) of such Fair
Market Value.

            B.    Vesting Provisions.
                  ------------------

                  1.    Shares  of  Common   Stock   issued  under  the  Stock
Issuance  Program may, in the absolute  discretion of the Plan  Administrator,
be fully and  immediately  vested upon issuance (as a bonus for past services)
or may vest in one or more  installments  over  the  Participant's  period  of
Service  or  the  Corporation's  attainment  of  performance  milestones.  The
elements of the vesting  schedule  applicable to any unvested shares of Common
Stock issued under the Stock Issuance Program, namely:

                     (i)      the Service  period to be completed by the
      Participant  or the  performance  objectives to be achieved by the
      Corporation,

                    (ii)      the  number of  installments  in which the
      shares are to vest,

                   (iii)      the interval or  intervals  (if any) which
      are to lapse between installments, and

                    (iv)      the   effect   which   death,    Permanent
      Disability or other event designated by the Plan  Administrator is
      to have upon the vesting schedule,

shall be determined by the Plan  Administrator and incorporated into the Stock
Issuance  Agreement  executed by the  Corporation  and the  Participant at the
time such unvested shares are issued.

                  2.    The  Participant  shall have full  stockholder  rights
with  respect  to any  shares of Common  Stock  issued to him or her under the
Plan,  whether  or  not  his  or her  interest  in  those  shares  is  vested.
Accordingly,  the Participant  shall have the right to vote such shares and to
receive any regular cash  dividends paid on such shares.  Any new,  additional
or different  shares of stock or other  property  (including  money paid other
than as a regular cash dividend)  which the  Participant may have the right to
receive  with  respect  to his or her  unvested  shares by reason of any stock
dividend,  stock split,  recapitalization,  combination of shares, exchange of
shares or other  change  affecting  the  outstanding  Common  Stock as a class
without  the  Corporation's  receipt  of  consideration  or by  reason  of any
Corporate  Transaction  shall be  issued,  subject  to  (i) the  same  vesting
requirements  applicable to his or her unvested  shares and  (ii) such  escrow
arrangements as the Plan Administrator shall deem appropriate.

                  3.    Should  the  Participant  cease to remain  in  Service
while  holding  one or more  unvested  shares of Common  Stock under the Stock
Issuance  Program,  then the  Corporation  shall have the right to require the
Participant  to surrender  those shares  immediately  to the  Corporation  for
cancellation,  and the Participant shall cease to have any further stockholder
rights with respect to the surrendered  shares.  To the extent the surrendered
shares were previously  issued to the Participant  for  consideration  paid in
cash  or  cash   equivalent   (including  the   Participant's   purchase-money
promissory  note),  the  Corporation  shall repay to the  Participant the cash
consideration  paid for the  surrendered  shares  and shall  cancel the unpaid
principal  balance of any outstanding  purchase-money  note of the Participant
attributable to such surrendered shares.

                  4.    The Plan  Administrator may in its discretion elect to
waive the surrender and  cancellation of one or more unvested shares of Common
Stock (or other assets attributable  thereto) which would otherwise occur upon
the  non-completion  of the vesting schedule  applicable to such shares.  Such
waiver shall result in the immediate vesting of the Participant's  interest in
the shares of Common  Stock as to which the waiver  applies.  Such  waiver may
be effected at any time,  whether before or after the Participant's  cessation
of Service or the attainment or non-attainment  of the applicable  performance
objectives.

   II.      CORPORATE TRANSACTION/CHANGE IN CONTROL

            A.    All  of  the  Corporation's  outstanding  repurchase  rights
under this Article Three shall automatically  terminate upon the occurrence of
a Corporate  Transaction,  except to the extent the Corporation's  outstanding
repurchase  rights are  expressly  assigned to the successor  corporation  (or
parent thereof) in connection with such Corporate  Transaction.  However,  any
assigned  repurchase rights covering the unvested shares held by a Participant
under this Article  Three shall  immediately  terminate  should there occur an
Involuntary   Termination  of  that  Participant's  Service  (other  than  for
Misconduct) within eighteen (18) months after such Corporate Transaction.

            B.    The  Plan   Administrator   shall  have  the   discretionary
authority,  exercisable  either at the time the shares  are issued  under this
Article  Three  or at any time  while  those  shares  remain  outstanding,  to
provide for the automatic  termination of the Corporation's  repurchase rights
with  respect to those  shares  should  there occur a Change in  Control.  The
Plan  Administrator  shall also have full power and authority to condition the
termination of those  repurchase  rights upon the  Participant's  cessation of
Service by reason of an Involuntary  Termination  (other than for  Misconduct)
within a specified period following such Change in Control.

  III.      SHARE ESCROW/TRANSFER RESTRICTIONS

            A.    Unvested   shares   may,   in   the   Plan   Administrator's
discretion,  be held in escrow  by the  Corporation  until  the  Participant's
interest in such  shares  vests or may be issued  directly to the  Participant
with restrictive legends on the certificates evidencing such unvested shares.

            B.    The  Participant   shall  have  no  right  to  transfer  any
unvested  shares of Common Stock issued to him or her under the Stock Issuance
Program.  For purposes of this restriction,  the term "transfer" shall include
(without limitation) any sale, pledge, assignment,  encumbrance, gift or other
disposition of such shares,  whether  voluntary or involuntary.  Upon any such
attempted  transfer,  the unvested  shares shall  immediately  be cancelled in
accordance  with  substantially  the same  procedure in effect  under  Section
I.B.3 of this  Article  Three,  and neither the  Participant  nor the proposed
transferee  shall  have any rights  with  respect  to such  cancelled  shares.
However,  the  Participant  shall  have the  right to make a gift of  unvested
shares  acquired  under the Stock  Issuance  Program  to his or her  spouse or
issue,  including adopted children,  or to a trust established for such spouse
or issue,  provided the transferee of such shares  delivers to the Corporation
a written  agreement to be bound by all the  provisions of the Stock  Issuance
Program and the Stock Issuance Agreement applicable to the gifted shares.

                                 ARTICLE FOUR

                    SALARY INVESTMENT OPTION GRANT PROGRAM

    I.      OPTION GRANTS

            The  Committee  shall  have the sole and  exclusive  authority  to
determine the calendar year or years (if any) for which the Salary  Investment
Option Grant  Program is to be in effect and to select the Section 16 Insiders
and other highly  compensated  Employees eligible to participate in the Salary
Investment  Option  Grant  Program  for those  calendar  year or  years.  Each
selected  individual who elects to participate in the Salary Investment Option
Grant   Program   must,   prior  to  the  start  of  each   calendar  year  of
participation,  file  with  the  Plan  Administrator  (or  its  designate)  an
irrevocable  authorization directing the Corporation to reduce his or her base
salary for that calendar year by an amount not less than Ten Thousand  Dollars
($10,000.00)  nor  more  than  Fifty  Thousand  Dollars   ($50,000.00).   Each
individual   who  files  a  proper  salary   reduction   authorization   shall
automatically be granted an option under this Salary  Investment  Option Grant
Program on the first  trading  day in January of the  calendar  year for which
that salary reduction is to be in effect.

   II.      OPTION TERMS

            Each option shall be a  Non-Statutory  Option  evidenced by one or
more  documents  in the form  approved  by the Plan  Administrator;  provided,
however, that each such document shall comply with the terms specified below.

            A.    Exercise Price.
                  --------------

                  1.    The  exercise  price per share  shall be  thirty-three
and one-third  percent  (33-1/3%) of the Fair Market Value per share of Common
Stock on the option grant date.

                  2.    The exercise price shall become  immediately  due upon
exercise of the option and shall be payable in one or more of the  alternative
forms authorized under the Discretionary  Option Grant Program.  Except to the
extent the sale and  remittance  procedure  specified  thereunder is utilized,
payment of the  exercise  price for the  purchased  shares must be made on the
Exercise Date.

            B.    Number  of  Option  Shares.  The  number of shares of Common
                  --------------------------
Stock  subject to the option  shall be  determined  pursuant to the  following
formula (rounded down to the nearest whole number):

                  X = A divided by (B x 66-2/3%), where

                  X is the number of option shares,

                  A is the dollar  amount by which the  Optionee's  base
                  salary is to be reduced for the calendar year, and

                  B is the Fair Market  Value per share of Common  Stock
                  on the option grant date.

            C.    Exercise  and  Term of  Options.  The  option  shall  become
                  --------------------------------
exercisable in a series of twelve (12) successive  equal monthly  installments
upon the  Optionee's  completion  of each  calendar  month of  Service  in the
calendar year for which the salary  reduction is in effect.  Each option shall
have a maximum term of ten (10) years measured from the option grant date.

            D.    Effect  of  Termination  of  Service.  Should  the  Optionee
                  -------------------------------------
cease  Service for any reason  while  holding one or more  options  under this
Article Three, then each such option shall remain exercisable,  for any or all
of the  shares  for  which  the  option  is  exercisable  at the  time of such
cessation  of  Service,  until the  earlier of (i) the  expiration  of the ten
(10)-year  option term or (ii) the  expiration  of the three  (3)-year  period
measured from the date of such  cessation of Service.  Should the Optionee die
while  holding one or more options  under this Article  Three,  then each such
option may be exercised,  for any or all of the shares for which the option is
exercisable  at the time of the  Optionee's  cessation  of  Service  (less any
shares  subsequently  purchased by Optionee  prior to death),  by the personal
representative  of the  Optionee's  estate or by the person or persons to whom
the option is  transferred  pursuant to the  Optionee's  will or in accordance
with the laws of  descent  and  distribution.  Such  right of  exercise  shall
lapse, and the option shall terminate,  upon the earlier of (i) the expiration
of the ten (10)-year  option term or (ii) the three (3)-year  period  measured
from the date of the  Optionee's  cessation  of Service.  However,  the option
shall,  immediately  upon the Optionee's  cessation of Service for any reason,
terminate and cease to remain  outstanding  with respect to any and all shares
of  Common  Stock  for  which  the  option  is  not  otherwise  at  that  time
exercisable.

  III.      CORPORATE TRANSACTION/CHANGE IN CONTROL

            A.    In  the  event  of  any  Corporate   Transaction  while  the
Optionee  remains in Service,  each  outstanding  option held by such Optionee
under  this  Salary  Investment  Option  Grant  Program  shall   automatically
accelerate so that each such option shall,  immediately prior to the effective
date of the Corporate  Transaction,  become fully  exercisable with respect to
the total  number of shares of Common Stock at the time subject to such option
and may be exercised for any or all of those shares as fully-vested  shares of
Common Stock.  Each such outstanding  option shall be assumed by the successor
corporation (or parent thereof) in the Corporate  Transaction and shall remain
exercisable  for  the  fully-vested  shares  until  the  earlier  of  (i)  the
expiration  of the ten  (10)-year  option term or (ii) the  expiration  of the
three (3)-year  period  measured from the date of the Optionee's  cessation of
Service.

            B.    In the  event of a Change  in  Control  while  the  Optionee
remains in Service,  each outstanding  option held by such Optionee under this
Salary Investment Option Grant Program shall automatically  accelerate so that
each such option shall  immediately  become fully  exercisable with respect to
the total  number of shares of Common Stock at the time subject to such option
and may be exercised for any or all of those shares as fully-vested  shares of
Common  Stock.  The option  shall remain so  exercisable  until the earlier of
(i) the expiration of the ten (10)-year  option term or (ii) the expiration of
the three (3)-year period  measured from the date of the Optionee's  cessation
of Service.

            C.    The grant of  options  under the  Salary  Investment  Option
Grant Program shall in no way affect the right of the  Corporation  to adjust,
reclassify,  reorganize or otherwise change its capital or business  structure
or to merge, consolidate,  dissolve,  liquidate or sell or transfer all or any
part of its business or assets.

            III.  REMAINING TERMS

            The  remaining  terms of each  option  granted  under  the  Salary
Investment  Option Grant  Program shall be the same as the terms in effect for
option grants made under the Discretionary Option Grant Program.

                                 ARTICLE FIVE

                        AUTOMATIC OPTION GRANT PROGRAM


    I.      OPTION TERMS

            A.    Grant  Dates.  Option  grants  shall  be made  on the  dates
                  ------------
specified below:

                  1.    Each  individual  who  is  serving  as a  non-employee
Board member on the Underwriting  Date, other than Messrs.  King and Gett, who
each received an option under the Discretionary  Option Grant Program upon his
respective  appointment  to the Board prior to the  Underwriting  Date,  shall
automatically  be granted,  on such date, a  Non-Statutory  Option to purchase
10,000 shares of Common Stock,  provided such  individual  has not  previously
been in the employ of the Corporation (or any Parent or Subsidiary).

                  2.    Each  individual  who is first elected or appointed as
a  non-employee  Board  member at any time on or after the  Underwriting  Date
shall  automatically  be  granted,  on the date of such  initial  election  or
appointment  (as the case may be), a  Non-Statutory  Option to purchase 10,000
shares of Common Stock,  provided that  individual has not previously  been in
the employ of the Corporation or any Parent or Subsidiary.

                  3.    On the date of each Annual  Stockholders  Meeting held
after the  Underwriting  Date,  each individual who is to continue to serve as
an Eligible Director  (including those individuals first appointed on or after
April 1,  1996  but  prior  to the  Underwriting  Date)  whether  or not  that
individual is standing for re-election to the Board at that particular  Annual
Meeting,  shall  automatically  be granted a Non-Statutory  Option to purchase
2,500  shares  of Common  Stock,  provided  such  individual  has  served as a
non-employee  Board  member  for at least six (6)  months.  There  shall be no
limit  on the  number  of such  2,500-share  option  grants  any one  Eligible
Director  may  receive  over  his  or  her  period  of  Board   service,   and
non-employee  Board  members  who have  previously  been in the  employ of the
Corporation (or any Parent or Subsidiary)  shall be eligible to receive one or
more such annual option grants over their period of continued Board service.

            B.    Exercise Price.
                  --------------

                  1.    The  exercise  price per  share  shall be equal to one
hundred  percent  (100%) of the Fair Market Value per share of Common Stock on
the option grant date.

                  2.    The exercise  price shall be payable in one or more of
the  alternative  forms  authorized  under  the  Discretionary   Option  Grant
Program.  Except to the extent  the sale and  remittance  procedure  specified
thereunder  is  utilized,  payment  of the  exercise  price for the  purchased
shares must be made on the Exercise Date.

            C.    Option  Term.  Each  option  shall  have a term of ten  (10)
                  ------------
years measured from the option grant date.

            D.    Exercise  and  Vesting  of  Options.  Each  option  shall be
                  -----------------------------------
immediately  exercisable  for any or all of the option  shares.  However,  any
shares  purchased  under the  option  shall be subject  to  repurchase  by the
Corporation,  at the  exercise  price  paid per  share,  upon  the  Optionee's
cessation  of Board  service  prior to vesting in those  shares.  Each initial
10,000-share  grant shall vest, and the  Corporation's  repurchase right shall
lapse, in a series of four (4) successive equal annual  installments  over the
Optionee's period of continued service as a Board member,  with the first such
installment  to vest upon the  Optionee's  completion of one (1) year of Board
service  measured from the option grant date.  Each annual  2,500-share  grant
shall vest,  and the  Corporation's  repurchase  right shall  lapse,  upon the
Optionee's  completion  of one (1) year of  Board  service  measured  from the
option grant date.

            E.    Termination  of  Board  Service.  The  following  provisions
                  -------------------------------
shall  govern the exercise of any options held by the Optionee at the time the
Optionee ceases to serve as a Board member:

                     (i)      The   Optionee   (or,   in  the  event  of
      Optionee's  death, the personal  representative  of the Optionee's
      estate or the person or persons to whom the option is  transferred
      pursuant to the Optionee's  will or in accordance with the laws of
      descent and  distribution)  shall have a twelve  (12)-month period
      following the date of such  cessation of Board service in which to
      exercise each such option.

                    (ii)      During  the  twelve  (12)-month   exercise
      period,  the option may not be exercised in the aggregate for more
      than the  number  of vested  shares of Common  Stock for which the
      option is exercisable  at the time of the Optionee's  cessation of
      Board service.

                   (iii)      Should  the  Optionee  cease to serve as a
      Board member by reason of death or Permanent Disability,  then all
      shares at the time  subject to the option shall  immediately  vest
      so that such option  may,  during the twelve  (12)-month  exercise
      period  following such  cessation of Board  service,  be exercised
      for all or any portion of those shares as  fully-vested  shares of
      Common Stock.

                    (iv)      In  no  event  shall  the  option   remain
      exercisable  after the  expiration  of the option  term.  Upon the
      expiration  of  the  twelve  (12)-month  exercise  period  or  (if
      earlier) upon the  expiration of the option term, the option shall
      terminate  and cease to be  outstanding  for any vested shares for
      which the  option  has not been  exercised.  However,  the  option
      shall,  immediately upon the Optionee's cessation of Board service
      for  any  reason  other  than  death  or   Permanent   Disability,
      terminate and cease to be  outstanding to the extent the option is
      not otherwise at that time exercisable for vested shares.

   II.      CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

            A.    In the event of any  Corporate  Transaction,  the  shares of
Common Stock at the time subject to each outstanding  option but not otherwise
vested  shall  automatically  vest in full so that  each  such  option  shall,
immediately prior to the effective date of the Corporate  Transaction,  become
fully  exercisable  for all of the shares of Common  Stock at the time subject
to such option and may be exercised  for all or any portion of those shares as
fully-vested  shares of Common Stock.  Immediately  following the consummation
of the Corporate Transaction,  each automatic option grant shall terminate and
cease  to be  outstanding,  except  to the  extent  assumed  by the  successor
corporation (or parent thereof).

            B.    In  connection  with any  Change in  Control,  the shares of
Common Stock at the time subject to each outstanding  option but not otherwise
vested  shall  automatically  vest in full so that  each  such  option  shall,
immediately  prior to the  effective  date of the  Change in  Control,  become
fully  exercisable  for all of the shares of Common  Stock at the time subject
to such option and may be exercised  for all or any portion of those shares as
fully-vested   shares  of  Common   Stock.   Each  such  option  shall  remain
exercisable  for such  fully-vested  option  shares  until the  expiration  or
sooner  termination  of the  option  term or the  surrender  of the  option in
connection with a Hostile Take-Over.

            C.    Upon the  occurrence  of a Hostile  Take-Over,  the Optionee
shall have a thirty  (30)-day  period in which to surrender to the Corporation
each  automatic  option  held by him or her for a period  of at least  six (6)
months.  The Optionee shall in return be entitled to a cash  distribution from
the  Corporation  in an amount equal to the excess of (i) the Take-Over  Price
of the shares of Common  Stock at the time subject to the  surrendered  option
(whether or not the Optionee is otherwise at the time vested in those  shares)
over (ii) the  aggregate  exercise  price  payable for such shares.  Such cash
distribution  shall be paid within five (5) days  following  the  surrender of
the  option to the  Corporation.  No  approval  or consent of the Board or any
Plan Administrator  shall be required in connection with such option surrender
and cash distribution.

            D.    Each option which is assumed in connection  with a Corporate
Transaction shall be appropriately adjusted,  immediately after such Corporate
Transaction,  to apply to the number and class of securities  which would have
been issuable to the Optionee in  consummation  of such Corporate  Transaction
had  the  option  been   exercised   immediately   prior  to  such   Corporate
Transaction.  Appropriate  adjustments  shall  also be  made  to the  exercise
price payable per share under each outstanding option,  provided the aggregate
exercise price payable for such securities shall remain the same.

            E.    The  grant of  options  under  the  Automatic  Option  Grant
Program  shall in no way  affect  the  right  of the  Corporation  to  adjust,
reclassify,  reorganize or otherwise change its capital or business  structure
or to merge, consolidate,  dissolve,  liquidate or sell or transfer all or any
part of its business or assets.

  III.      AMENDMENT OF THE AUTOMATIC OPTION GRANT PROGRAM

            The  provisions of this Automatic  Option Grant Program,  together
with  the  option  grants  outstanding  thereunder,  may  not  be  amended  at
intervals more  frequently  than once every six (6) months,  other than to the
extent  necessary  to  comply  with  applicable  Federal  income  tax laws and
regulations.

   IV.      REMAINING TERMS

            The  remaining  terms of each option  granted  under the Automatic
Option  Grant  Program  shall be the same as the  terms in effect  for  option
grants made under the Discretionary Option Grant Program.

                                  ARTICLE SIX

                                 MISCELLANEOUS


    I.      LOANS OR INSTALLMENT PAYMENTS

      A.    The  Plan  Administrator  may,  in  its  discretion,   assist  any
Optionee  or  Participant  (including  an Optionee  or  Participant  who is an
officer of the  Corporation) in the exercise of one or more options granted to
such Optionee under the Discretionary  Option Grant Program or the purchase of
one or more  shares  issued  to such  Participant  under  the  Stock  Issuance
Program,  including the  satisfaction  of any Federal,  state and local income
and employment tax obligations arising therefrom, by:

                  (i)   authorizing   the   extension   of  a  loan  from  the
      Corporation to such Optionee or Participant, or

                  (ii)  permitting  the  Optionee  or  Participant  to pay the
      option  price  or  purchase  price  for the  purchased  Common  Stock in
      installments over a period of years.

      B.    The terms of any loan or installment  method of payment (including
the  interest  rate and terms of  repayment)  shall be upon such  terms as the
Plan  Administrator  specifies in the applicable option or issuance  agreement
or  otherwise  deems  appropriate  at the time such  option  price or purchase
price  becomes  due  and  payable.   Loans  or  installment  payments  may  be
authorized  with  or  without  security  or  collateral.  In all  events,  the
maximum  credit  available to the Optionee or  Participant  may not exceed the
option or purchase  price of the  acquired  shares (less the par value of such
shares) plus any Federal,  state and local income and employment tax liability
incurred by the Optionee or Participant in connection  with the acquisition of
such shares.

      C.    The Plan Administrator may, in its absolute discretion,  determine
that one or more  loans  extended  under  this  Section I shall be  subject to
forgiveness  by the  Corporation  in  whole or in part  upon  such  terms  and
conditions as the Plan Administrator may in its discretion deem appropriate.

   II.      AMENDMENT OF THE PLAN AND AWARDS

            A.    The Board has complete and exclusive  power and authority to
amend or modify the Plan (or any  component  thereof)  in any or all  respects
whatsoever.  However,  no  such  amendment  or  modification  shall  adversely
affect rights and obligations  with respect to options at the time outstanding
under the Plan,  nor  adversely  affect  the  rights of any  Participant  with
respect to Common Stock issued under the Stock Issuance  Program prior to such
action,  unless the Optionee or  Participant  consents to such  amendment.  In
addition,  certain  amendments may be made with stockholder  approval pursuant
to applicable laws or regulations.

            B.    (i)   Options  to  purchase  shares of  Common  Stock may be
granted  under the  Discretionary  Option  Grant  Program and  (ii) shares  of
Common  Stock may be issued  under the Stock  Issuance  Program,  which are in
both  instances in excess of the number of shares then  available for issuance
under the Plan,  provided any excess shares  actually  issued under the Option
Grant  Program  or the  Stock  Issuance  Program  are  held  in  escrow  until
stockholder  approval is obtained for a  sufficient  increase in the number of
shares  available for issuance  under the Plan. If such  stockholder  approval
is not  obtained  within  twelve  (12)  months  after the date the first  such
excess  option  grants  or  excess  share  issuances  are  made,  then (i) any
unexercised  excess options shall  terminate and cease to be  exercisable  and
(ii) the  Corporation  shall  promptly  refund the purchase price paid for any
excess  shares  actually  issued  under the Plan and held in escrow,  together
with interest (at the  applicable  Short Term Federal Rate) for the period the
shares were held in escrow.

  III.      TAX WITHHOLDING

            A.    The  Corporation's  obligation  to deliver  shares of Common
Stock upon the  exercise of any stock  options  granted  under  Article Two or
upon the  issuance of any shares under  Article  Three shall be subject to the
satisfaction of all applicable Federal,  state and local income and employment
tax withholding requirements.

            B.    The Plan Administrator  may, in its discretion,  provide any
or all holders of  Non-Statutory  Options or unvested  shares of Common  Stock
under the Plan (other than the options  granted or the shares issued under the
Automatic  Option Grant  Program) with the right to use shares of Common Stock
in  satisfaction  of all or part of the  Taxes  incurred  by such  holders  in
connection  with  the  exercise  of  their  options  or the  vesting  of their
shares.  Such right may be  provided  to any such  holder in either or both of
the following formats:

                  Stock  Withholding:  The  election  to have the  Corporation
                  ------------------
withhold,  from  the  shares  of  Common  Stock  otherwise  issuable  upon the
exercise  of such  Non-Statutory  Option  or the  vesting  of such  shares,  a
portion of those  shares  with an  aggregate  Fair  Market  Value equal to the
percentage of the Taxes (not to exceed one hundred percent (100%))  designated
by the holder.

                  Stock   Delivery:   The   election   to   deliver   to   the
                  -----------------
Corporation,  at the time the Non-Statutory  Option is exercised or the shares
vest,  one or more shares of Common Stock  previously  acquired by such holder
(other  than  in  connection   with  the  option  exercise  or  share  vesting
triggering  the  Taxes)  with an  aggregate  Fair  Market  Value  equal to the
percentage of the Taxes (not to exceed one hundred percent (100%))  designated
by the holder.

   IV.      EFFECTIVE DATE AND TERM OF PLAN

            A.    The Plan  originally  became  effective upon its adoption by
the  Board  on  August  12,  1994  and  was  approved  by  the   Corporation's
stockholders  on  October  10,  1994.  The  Plan is  designed  to serve as the
successor to the  Corporation's  1992 Stock Plan. No further  option grants or
stock issuances  shall be made under the  Predecessor  Plan from and after the
Plan Effective Date.

            B.    On  November   22,   1994,   the   Corporation   effected  a
four-for-one  split of the  outstanding  Common Stock. On November 8, 1995 the
Board  adopted a  200,000-share  increase in the  maximum  number of shares of
Common  Stock  issuable  over the term of the Plan.  The increase was approved
by the Corporation's stockholders in November 1995.

            C.    In  February  1996,  the  Board  amended  the  Plan  to  (i)
increase the maximum  number of shares of Common Stock  issuable over the term
of the Plan by  750,000  shares to  2,790,000  shares  and  (ii) increase  the
maximum number of shares of Common Stock for which any one  participant in the
Plan may receive  option grants,  separately  exercisable  stock  appreciation
rights and direct stock  issuances in the aggregate  from 500,000  shares over
the term of such plan to 500,000 shares per calendar year,  beginning with the
1996 calendar  year. On May 21, 1996, in  anticipation  of the initial  public
offering of the Common Stock,  the Board further amended and restated the Plan
to (i) provide  for the immediate  termination  of options  granted after such
date in the event of the  Optionee's  termination  of Service for  misconduct,
(ii) provide  for  automatic  increases  in the  maximum  number  of shares of
Common Stock  reserved for issuance under the Plan to be effected on the first
trading day in each of the 1998 and 1999 calendar  years,  and  (ii) implement
the Automatic Option Grant and Salary  Investment  Option Grant Programs.  The
restatement  was approved by the  Corporation's  stockholders  in June,  1996.
The Board  amended  the Plan again in March  1999 (i) to extend the  automatic
increases  in the  maximum  number  of shares of  Common  Stock  reserved  for
issuance  under the Plan to the 2000,  2001 and 2002 calendar  years,  (ii) to
allow non-statutory stock options to be transferred in certain  circumstances,
and (iii) to amend the  provisions  regarding  the  stockholder  approval  for
amendments to the Plan.  These  amendments were approved by the  Corporation's
stockholders  on May 20,  1999.  The Board  further  amended the Plan in March
2000,  subject to approval  by the  stockholders,  to  increase  the number of
shares  authorized  for  issuance  under  the  Plan by  600,000  shares.  This
amendment was approved by the Corporation's stockholders on May 10, 2000.

            D.    Each stock option grant  outstanding  under the  Predecessor
Plan immediately  prior to the Plan Effective Date was incorporated  into this
Plan and  treated as an  outstanding  option  under  this Plan,  but each such
option shall  continue to be governed  solely by the terms and  conditions  of
the  instrument  evidencing  such  grant,  and  nothing  in this Plan shall be
deemed to affect or otherwise  modify the rights or obligations of the holders
of such options with  respect to their  acquisition  of shares of Common Stock
thereunder.  However,  the Plan Administrator  shall have complete  discretion
to extend,  under such  circumstances as it may deem appropriate,  one or more
provisions  of  this  Plan  to  any or all of  the  stock  options  which  are
incorporated  into  this  Plan  from the  Predecessor  Plan  but  which do not
otherwise contain such provisions.

            E.    The  provisions  of each  restatement  and  amendment of the
Plan apply only to stock options and stock  appreciation  rights granted under
the Plan and stock  issuances made under the Plan from and after the effective
date  of  such   restatement  or  amendment.   All  stock  options  and  stock
appreciation  rights  issued  and  outstanding  under  the Plan and all  stock
issuances effected  immediately prior to such effective date shall continue to
be  governed  by the terms  and  conditions  of the Plan  (and the  respective
instruments  evidencing each such option,  stock  appreciation  right or stock
issuance)  as in effect on the date  each  such  option or stock  appreciation
right was  previously  granted or such stock issuance was made, and nothing in
any such  restatement  or  amendment  shall be deemed  to affect or  otherwise
modify  the rights or  obligations  of the  holders  of such  options or stock
appreciation  rights  with  respect to their  acquisition  of shares of Common
Stock under such options or their exercise of such stock  appreciation  rights
or the  rights or  obligations  of the  individuals  to which  such  shares of
Common Stock have been issued.

            F.    The Plan shall  terminate upon the earlier of (i) August 11,
2004 or (ii) the date on which all shares  available  for  issuance  under the
Plan shall have been issued  pursuant to the  exercise of the options or stock
appreciation  rights granted under the Plan or the issuance of shares (whether
vested  or  unvested)  under  the  Stock  Issuance  Program.  If the  date  of
termination is determined  under clause (i) above,  then all option grants and
unvested share issuances  outstanding on such date shall  thereafter  continue
to have force and effect in accordance  with the provisions of the instruments
evidencing such option grants or share issuances.

    V.      NO EMPLOYMENT/SERVICE RIGHTS

            Neither the action of the  Corporation in  establishing  the Plan,
nor any action taken by the Plan  Administrator  hereunder,  nor any provision
of the Plan  shall be  construed  so as to grant any  individual  the right to
remain  in the  employ  or  service  of the  Corporation  (or  any  Parent  or
Subsidiary) for any period of specific  duration,  and the Corporation (or any
Parent or Subsidiary  retaining the services of such individual) may terminate
such individual's  employment or service at any time and for any reason,  with
or without cause.

   VI.      USE OF PROCEEDS

            Any cash  proceeds  received by the  Corporation  from the sale of
shares  pursuant to option grants or share  issuances  under the Plan shall be
used for general corporate purposes.

  VII.      REGULATORY APPROVALS

            The  implementation  of the Plan, the granting of any option under
the Plan,  the issuance of any shares under the Stock  Issuance  Program,  and
the  issuance of Common  Stock upon the  exercise or  surrender  of the option
grants made  hereunder  shall be subject to the  Corporation's  procurement of
all  approvals  and  permits   required  by  regulatory   authorities   having
jurisdiction  over the Plan,  the  options  granted  under it,  and the Common
Stock issued pursuant to it.

*/ Adjusted  for the 4-for-1  split of the Common  Stock  effected on November
22, 1994.