INTERGRAPH CORPORATION

           AMENDED AND RESTATED 2002 STOCK OPTION PLAN


1.   PURPOSE

     This  Amended  and  Restated  2002  Stock  Option  Plan   of
Intergraph  Corporation (the "Plan") is intended as an  incentive
for   key  employees  (including  officers)  which  will   foster
increased productivity, encourage them to remain in the employ of
Intergraph  Corporation (the "Corporation"), and enable  them  to
acquire   or   increase  their  proprietary   interest   in   the
Corporation.  At  the  discretion of the  Committee  (as  defined
below),  options  issued  pursuant to this  Plan  may  be  either
incentive stock options within the meaning of Section 422 of  the
Internal  Revenue Code of 1986, as amended ("Incentive Options"),
or  options  which  are  not  Incentive  Options  ("Non-Statutory
Options")  (Incentive  Options  and  Non-Statutory  Options   are
collectively referred to as "Options").  The Committee shall also
be  entitled  to  make  awards of restricted  stock  ("Restricted
Stock")  in  accordance with the terms  of  the  Plan.   For  the
purposes  of  the Plan, Incentive Options, Non-Statutory  Options
and awards of Restricted Stock, whether singly or in combination,
shall sometimes be referred to as "Awards."

2.   ADMINISTRATION

     The   Plan  shall  be  administered  by  a  committee   (the
"Committee")  composed  of the entire Board  of  Directors  or  a
committee  of the Board of Directors that is composed  solely  of
two  or more "Non-Employee Directors." For this purpose, the term
"Non-Employee Director" shall mean a person who is  a  member  of
the Corporation's Board of Directors who (a) is not currently  an
employee  and  is  not,  nor has ever been,  an  officer  of  the
Corporation  or any parent or subsidiary of the Corporation,  (b)
does  not directly or indirectly receive compensation for serving
as  a  consultant or in any other non-director capacity from  the
Corporation  or any parent or subsidiary of the Corporation  that
exceeds  the dollar amount for which disclosure would be required
pursuant  to Item 404(a) of Regulation S-K promulgated under  the
Securities  Act of 1933, as amended, and the Securities  Exchange
Act  of 1934, as amended ("Regulation S-K"), (c) does not possess
any interest in any other transaction with the Corporation or any
parent  or  subsidiary  of the Corporation for  which  disclosure
would be required pursuant to Item 404(a) of Regulation S-K,  and
(d)   is  not  engaged  in  a  business  relationship  with   the
Corporation or any parent or subsidiary of the Corporation  which
would be disclosable under Item 404 (b) of Regulation S-K. In the
event  the Committee is a committee composed of two or more  Non-
Employee Directors, the Board of Directors may from time to  time
remove  members from, add members to, and fill vacancies on,  the
Committee.  A  member  of  the Committee  shall  be  eligible  to
participate in the Plan and receive Awards under the Plan.

     The  Committee shall select one of its members as  Chairman,
and  shall  hold  meetings at such times and  places  as  it  may
determine.  Action taken by a majority of the Committee at  which
a  quorum is present, or action reduced to writing or approved in
writing  by a majority of the members of the Committee, shall  be
valid acts of the Committee.

     The  Committee may from time to time and at its  discretion,
grant Awards to eligible employees. Subject to the terms of  this
Plan,  the  Committee  shall  exercise  its  sole  discretion  in
determining  which eligible employees shall receive  Awards,  and
the number of shares subject to each Award granted; provided that
not  more  than  200,000 Options shall be granted to  any  162(m)
Employee in any calendar year.  For the purposes of this Plan,  a
"162(m) Employee" shall mean the Chief Executive Officer  of  the
Corporation  and  the  other  four (4)  most  highly  compensated
officers, within the meaning of U.S. Treasury Regulation  Section
1.162-27(c)(2).

     The  Committee's  interpretation  and  construction  of  any
provision  of the Plan, or any Award granted under it,  shall  be
final.  No member of the Committee shall be liable for any action
or  determination made in good faith with respect to the Plan  or
any Award granted under the Plan.

3.   ELIGIBILITY

     Persons  eligible  to  receive  Awards  shall  be  such  key
employees  (including  officers)  of  the  Corporation  and   its
subsidiaries as the Committee shall from time to time select. The
determination  of  whether  a company  is  a  subsidiary  of  the
Corporation  shall be made in accordance with Section  424(f)  of
the  Internal  Revenue Code, as amended. An Award recipient  may,
subject to the terms and restrictions set forth in the Plan, hold
more  than  one  type of Award. No person shall  be  eligible  to
receive an Award for a larger number of shares than is granted to
him or her by the Committee. In selecting the individuals to whom
Awards  shall  be granted, as well as determining the  number  of
shares  subject  to  each Award, the Committee  shall  weigh  the
position  and responsibility of the individual being  considered,
the  nature  of  his  or her services, his  or  her  present  and
potential  contributions  to  the  Corporation,  and  such  other
factors  as  the  Committee  deems  relevant  to  accomplish  the
purposes of the Plan.

4.   STOCK

     The  stock subject to Awards issued under the Plan shall  be
shares   of   the  Corporation's  authorized  but  unissued,   or
reacquired,  ten  cent ($.10) par value common  stock  (hereafter
sometimes   called  "Capital  Stock"  or  "Common  Stock").   The
aggregate number of shares which may be issued pursuant to Awards
under  the  Plan  shall not exceed 2,000,000  shares  of  Capital
Stock,  of which no more than 400,000 shall be shares of  Capital
Stock  with  respect  to which Restricted  Stock  awards  may  be
granted.  The  limitations established by each of  the  preceding
sentences  shall be subject to adjustment as provided in  Article
6(g)  of the Plan.  Notwithstanding the foregoing and subject  to
Article  6(g) of the Plan, no Award recipient may receive  Awards
under  the  Plan in any calendar year that relate  to  more  than
200,000 shares of Capital Stock.

     In  the event that any outstanding Award under the Plan  for
any  reason expires or is terminated, the shares of Capital Stock
allocable to the unexercised portion of such Award may  again  be
subjected to an Award under the Plan.

5.   RESTRICTED SHARES

     (a)  Grant

          (i)  Subject   to   the   provisions  of the Plan,  the
Committee shall have sole and complete authority to determine the
participants to whom Restricted Shares  shall  be  granted,   the
number of Restricted Shares  to  each participant,  the  duration
of the  period  during which, and the conditions under which, the
Restricted  Shares  may  be  forfeited  to the  Corporation,  and
the  other terms  and conditions of such Restricted Share awards.
The Restricted  Share awards  shall  be  evidenced  by agreements
in such  form  as  the Committee shall from time to time approve,
which agreements shall comply  with and  be  subject to the terms
and conditions  provided hereunder and any additional  terms  and
conditions established  by the Committee that are consistent with
the terms of the Plan.

          (ii) Subject to Section 4, each Restricted Share  award
made under the Plan shall be for such number of shares of Capital
Stock  as  shall  be determined by the Committee and set forth in
the award agreement containing the terms of such Restricted Share
award. Such agreement  shall  set  forth  a period of time during
which  the grantee  must  remain  in  the  continuous  employment
of the Corporation  in  order  for  the  forfeiture  and transfer
restrictions  to  lapse.   If the  Committee so  determines,  the
restrictions   may   lapse  during  such  restricted  period   in
installments with respect to  specified portions of the shares of
Capital Stock covered  by the  Restricted Share award.  The award
agreement may also, in the discretion of the Committee, set forth
performance  or  other conditions  that  will subject  the shares
of  Capital  Stock  to forfeiture and transfer restrictions.  The
Committee may,  at  its discretion, waive all or any part of  the
restrictions  applicable  to  any  or  all outstanding Restricted
Share awards.

     (b)  Delivery of Shares and Transfer Restrictions

     At  the  time  of  a Restricted Share award,  a  certificate
representing  the  number  of shares  of  Capital  Stock  awarded
thereunder  shall be registered in the name of the grantee.  Such
certificate  shall be held by the Corporation  or  any  custodian
appointed  by  the  Corporation for the account  of  the  grantee
subject  to the terms and conditions of the Plan, and shall  bear
such  a legend setting forth the restrictions imposed thereon  as
the  Committee,  in  its discretion, may determine.  The  grantee
shall  have  all  rights of a stockholder  with  respect  to  the
Restricted  Shares, including the right to receive dividends  and
the  right to vote such shares of Capital Stock, subject  to  the
following restrictions: (i) the grantee shall not be entitled  to
delivery  of  the stock certificate until the expiration  of  the
restricted  period  and the fulfillment of any other  restrictive
conditions set forth in the award agreement with respect to  such
shares of Capital Stock; (ii) none of the shares of Capital Stock
may  be  sold,  assigned, transferred, pledged,  hypothecated  or
otherwise encumbered or disposed of during such restricted period
or  until  after  the fulfillment of any such  other  restrictive
conditions;  and  (iii)  except as otherwise  determined  by  the
Committee  at or after grant, all of the shares of Capital  Stock
shall  be forfeited and all rights of the grantee to such  shares
of  Capital Stock shall terminate, without further obligation  on
the  part of the Corporation, unless the grantee remains  in  the
continuous   employment  of  the  Corporation  for   the   entire
restricted  period  in relation to which such shares  of  Capital
Stock  were  granted and unless any other restrictive  conditions
relating  to  the Restricted Share award are met. Any  shares  of
Capital  Stock, any other securities of the Corporation  and  any
other  property  (except  for  cash dividends)  distributed  with
respect  to  the  shares of Capital Stock subject  to  Restricted
Share awards shall be subject to the same restrictions, terms and
conditions as such Restricted Shares.

     (c)  Termination of Restrictions

     At  the  end of the restricted period and provided that  any
other  restrictive conditions of the Restricted Share  award  are
met,  or  at  such  earlier time as otherwise determined  by  the
Committee,  all  restrictions set forth in  the  award  agreement
relating to the Restricted Share award or in the Plan shall lapse
as to the restricted shares of Capital Stock subject thereto, and
a  stock  certificate  for the appropriate number  of  shares  of
Capital  Stock,  free  of the restrictions and  restricted  stock
legend,  shall  be  delivered to the  grantee  or  the  grantee's
beneficiary or estate, as the case may be.

6.   TERMS AND CONDITIONS OF THE PLAN

     No obligation to retain an Award recipient as an employee of
the  Corporation or its subsidiaries, or to provide  or  continue
providing  the  Award  recipient with, or  to  permit  the  Award
recipient to retain, any incident associated with or arising  out
of   employment   with  the  Corporation  or  its   subsidiaries,
including, but not limited to, tenure, salary, benefits, title or
position, shall be imposed on the Corporation or its subsidiaries
by virtue of the adoption of the Plan, the grant or acceptance of
an  Award  granted pursuant to the Plan, or the  exercise  of  an
Option  under  the Plan. Awards granted under the Plan  shall  be
authorized  by the Committee and shall be evidenced by agreements
in  such  form as the Committee shall from time to time  approve.
Such  agreements  shall  conform with, and  be  subject  to,  the
following terms and conditions:

     (a)  Number of Shares and Form of Award

     Each  Award  agreement shall state the number of  shares  to
which  it  pertains, whether the Award granted  is  an  Incentive
Option, a Non-Statutory Option (and, in the case of Non-Statutory
Options, the vesting period relating to such Options) or an award
of Restricted Stock.

     (b)  Option Price

     Each Option agreement shall state the Option exercise price.
The  per  share exercise price for shares obtainable pursuant  to
any  Option,  including any Option granted to a 162(m)  Employee,
shall  not be less than 100% of the Fair Market Value, as defined
below,  of the shares of Capital Stock of the Corporation on  the
date  the  Option  is granted. For all purposes under  the  Plan,
"Fair  Market  Value" shall mean, unless otherwise determined  by
the Committee in good faith, the closing sale price of the Common
Stock  as  reported on the Nasdaq National Market  (or  the  mean
between  the highest and lowest per share sales price should  the
Common Stock be listed on an exchange) on a given day, or if  the
Common  Stock  is  not  traded on that  day,  then  on  the  next
preceding  day on which such stock was traded (the  "Fair  Market
Value"). Subject to the foregoing, the Committee shall have  full
authority  and  discretion, and shall be  fully  protected,  with
respect to the price fixed for shares obtainable pursuant to  the
exercise  of Options. The aggregate Fair Market Value (determined
at  the time the Incentive Option is granted) of the Common Stock
with  respect to which Incentive Options are exercisable for  the
first  time  by  the  Option recipient during any  calendar  year
(under  all  such  plans of the Corporation  and  its  subsidiary
corporations)  shall not exceed $100,000. If an Option  recipient
is  granted  Incentive Options which exceed this limitation,  the
Incentive  Options shall be considered a Non-Statutory Option  to
the  extent  such  limitation  is exceeded.  Notwithstanding  the
foregoing,  no Incentive Option shall be granted to  an  employee
who, immediately after such option is granted, owns or has rights
to  stock  possessing more than ten percent (10%)  of  the  total
combined voting power of all classes of stock of the Corporation,
unless  such Option is granted at a price which is at  least  10%
greater  than the Fair Market Value of the stock subject  to  the
Incentive  Option and such Option by its terms is not exercisable
after  the expiration of five (5) years from the date such Option
is granted.

     (c)  Medium and Time of Payment

     Subject to any other exercise restrictions contained in  the
Plan,  the Option recipient may pay the Option exercise price  in
cash, by means of unrestricted shares of the Corporation's Common
Stock (subject to the provisions of this Section 6(c)), or in any
combination thereof.  As determined by the Committee, in its sole
discretion,  at  or  (except in the case of an Incentive  Option)
after  grant, payment in full or in part may be made in the  form
of  shares of Common Stock already owned by the optionee and held
by  the  Option recipient for at least six months (in  each  case
valued  at the Fair Market Value of the Common Stock on the  date
the  Option  is exercised).  The Option recipient  must  pay  for
shares  received pursuant to an Option exercise on or before  the
date  of  delivery of the shares to the Option recipient. Subject
to  the  requirements of rules promulgated by the Securities  and
Exchange  Commission and Regulation T promulgated by the  Federal
Reserve  Board,  the  Committee,  in  its  sole  discretion,  may
establish procedures whereby an Option recipient may exercise  an
Option  or  a portion thereof without making a direct payment  of
the  Option price to the Corporation. If the Committee so  elects
to  establish  a  cashless exercise program, the Committee  shall
determine,  in its sole discretion, and from time to  time,  such
administrative  procedures and policies as it  deems  appropriate
and  such procedures and policies shall be binding on any  Option
recipient  utilizing  the cashless exercise program.  Payment  in
currency  or  by  check, bank draft, cashier's check,  or  postal
money order shall be considered payment in cash. In the event  of
payment  in  the Corporation's Common Stock, the shares  used  in
payment  of the purchase price shall be taken at the Fair  Market
Value  of  such  shares  on the date they  are  tendered  to  the
Corporation.

     (d)  Term and Exercise of Options

     The  vesting period for all Non-Statutory Options  shall  be
determined by the Committee in its sole discretion.  No Incentive
Options shall be exercisable either in whole or in part prior  to
twelve  (12) months from the date that they are granted.  Subject
to  the  right  of accretion provided for below,  each  Incentive
Option shall be exercisable in four (4) installments, as follows:
(1)  up  to one-fourth of the total shares covered by the  Option
may  be  purchased  after twelve (12) months from  the  date  the
Option is granted; (2) one-fourth of the total shares covered  by
the  Option  may be purchased after twenty-four (24) months  from
the date the Option is granted; (3) up to one-fourth of the total
shares  covered  by the Option may be purchased after  thirty-six
(36)  months from the date the Option is granted; and (4)  up  to
one-fourth  of  the  total shares covered by the  Option  may  be
purchased after forty-eight (48) months from the date the  Option
is  granted. The Committee may provide, however, for the exercise
of  an  Option after the initial twelve (12) month period, either
as  an  increased  percentage of shares per year  or  as  to  all
remaining  shares, if the Option recipient dies,  is  or  becomes
disabled or retires. During the Option recipient's lifetime,  the
Option shall be exercisable only by the Option recipient, or  the
Option  recipient's guardian or legal representative if  one  has
been appointed, and shall not be assignable or transferable other
than  by  will  or the laws of descent and distribution.  To  the
extent not exercised, Option installments shall accumulate and be
exercisable,  in whole or in part, in any subsequent  period  but
not  later  than  ten  (10) years from the  date  the  Option  is
granted.  No  Option is exercisable after the expiration  of  ten
(10) years from the date it is granted.

     (e)  Termination of Employment Except Death

     If  an Option recipient's employment with the Corporation or
its  subsidiaries  ceases for any reason other  than  the  Option
recipient's death, all Options held by him pursuant to  the  Plan
and  not  previously exercised as of the date of such termination
shall terminate and become void and of no effect three (3) months
from  the  date the Option recipient's employment is  terminated,
provided that no Option shall be exercisable after the expiration
of  ten (10) years from the date it is granted. Authorized leaves
of  absence  or absence for military service shall not constitute
termination of employment for the purposes of the Plan.

     (f)  Death of Option Recipient and Transfer of Option

     If   an   Option  recipient  dies  while  employed  by   the
Corporation  or its subsidiaries and has not fully exercised  all
of his or her exercisable Options, such Options may be exercised,
at  any  time  within  one (1) year after death,  by  the  Option
recipient's  executors or administrators, or  by  any  person  or
persons  who  shall  have acquired the Option directly  from  the
Option recipient by bequest or inheritance. In no event, however,
shall  the  Option be exercisable more than ten (10) years  after
the  date  such  Option is granted. An Option transferred  to  an
Option  recipient's  estate or to a person  to  whom  such  right
devolves  by  reason  of the Option recipient's  death  shall  be
nontransferable   by   the   Option   recipient's   executor   or
administrator  or by such person, except that the Option  may  be
distributed by the Option recipient's executors or administrators
to  the  distributees of the Option recipient's  estate  entitled
thereto.

     (g)  Recapitalization

     Subject  to  any  required action by the  shareholders,  the
aggregate  number  of  shares which may  be  issued  pursuant  to
Awards,  the  number of shares of Capital Stock covered  by  each
outstanding Award, and the price per share applicable  to  shares
under  such  Awards, shall be proportionately  adjusted  for  any
increase  or decrease in the number of issued shares  of  Capital
Stock  of  the  Corporation  resulting  from  a  subdivision   or
consolidation  of shares or the payment of a stock dividend  (but
only on the Capital Stock), or any other increase or decrease  in
the   number   of  such  shares  effected  without   receipt   of
consideration by the Corporation.

     If  the Corporation is merged with or consolidated into  any
other corporation, or if all or substantially all of the business
or  property of the Corporation is sold, or if the Corporation is
liquidated or dissolved, or if a tender or exchange offer is made
for all or any part of the Corporation's voting securities, or if
any   other  actual  or  threatened  change  in  control  of  the
Corporation occurs, the Committee, with or without the consent of
the Option recipient, may (but shall not be obligated to), either
at  the time of or in anticipation of any such transaction,  take
any  of  the  following  actions  that  the  Committee  may  deem
appropriate in its sole and absolute discretion: (i)  cancel  any
Option by providing for the payment to the Award recipient of the
excess  of  the  Fair Market Value of the shares subject  to  the
Award  over  the exercise price of the Option, (ii) substitute  a
new  Option  of  substantially equivalent value for  any  Option,
(iii)  accelerate the exercise terms of any Award, or  (iv)  make
such  other adjustments in the terms and conditions of any Option
as it deems appropriate.

     In the event of a change in Capital Stock of the Corporation
as  presently constituted, which is limited to a change of all of
its  authorized  shares with par value into the  same  number  of
shares  with  a  different par value or without  par  value,  the
shares  resulting  from any change shall  be  deemed  to  be  the
Capital Stock within the meaning of the Plan.

     To the extent that the foregoing adjustments relate to stock
or  securities of the Corporation, such adjustments shall be made
by  the  Committee, whose determination in that respect shall  be
final.

     Except as otherwise expressly provided in this Article 6(g),
the  Option  recipient  shall have no rights  by  reason  of  any
subdivision or consolidation of shares of stock of any class,  or
the  payment  of  any  stock dividend or any  other  increase  or
decrease  in  the number of shares of stock of any class,  or  by
reason  of  any dissolution, liquidation, merger or consolidation
or  spin-off of assets or stock of another corporation. Any issue
by the Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not  affect,
and  no  adjustment by reason thereof shall be made with  respect
to, the number or price of shares of Capital Stock subject to the
Option.

     The grant of an Option pursuant to the Plan shall not affect
in  any  way  the  right  or  power of the  Corporation  to  make
adjustments,  reclassifications, reorganizations, or  changes  of
its  capital  or  business structure, or to  merge,  consolidate,
dissolve,  liquidate, sell, or transfer all or any  part  of  its
business or assets.

     (h)  Rights as a Stockholder

     An  Option recipient or a transferee of an Option shall have
no  rights as a stockholder with respect to any shares subject to
his  Option until a stock certificate is issued to him  for  such
shares.  No  adjustment shall be made for dividends (ordinary  or
extraordinary,  whether in cash, securities, or other  property),
distributions, or other rights for which the record date is prior
to  the date such stock certificate is issued, except as provided
in Article 6(g) of the Plan.



     (i)  Modification, Extension, and Renewal of Awards

     Subject  to the terms of the Plan, the Committee may modify,
extend,  or renew outstanding Options granted under the Plan,  or
accept  the  surrender of outstanding Options (to the extent  not
theretofore exercised) and authorize the granting of new  Options
in   substitution   therefor  (to  the  extent  not   theretofore
exercised).  The  Committee  shall  not,  however,   modify   any
outstanding Options so as to specify a lower price, or accept the
surrender  of outstanding Options and authorize the  granting  of
new  Options  in substitution therefor specifying a lower  price.
Notwithstanding  the foregoing, however, no  modification  of  an
Option shall, without the consent of the Option recipient,  alter
or  impair any rights or obligations under any Option theretofore
granted under the Plan.

     (j)  Withholding

     Whenever the Corporation proposes or is required to issue or
transfer  shares of Capital Stock under the Plan, the Corporation
shall  have the right to require the Option recipient,  prior  to
the issuance or delivery of any certificates for such shares,  to
remit to the Corporation, or provide indemnification satisfactory
to  the  Corporation  for, an amount sufficient  to  satisfy  any
federal,  state, local, and foreign withholding tax  requirements
incurred  as  a result of an Award under the Plan by  such  Award
recipient.  The Corporation shall have the right to withhold such
amounts  from  any other source owed to the recipient,  including
regular wages or salary.

     (k)  Other Provisions

     The Award agreements authorized under the Plan shall contain
such    other    provisions,   including,   without   limitation,
restrictions  upon the exercise of the Award,  as  the  Committee
shall  deem  advisable.  Limitations and  restrictions  shall  be
placed  upon the exercise of Incentive Options, in the  Incentive
Option  agreement, so that such Options will be "incentive  stock
options"  as defined in Section 422 of the Internal Revenue  Code
of 1986.

7.   TERM OF PLAN

     Awards may be granted pursuant to the Plan from time to time
within a period of ten (10) years commencing on June 1, 2002, and
continuing through May 31, 2012.

8.   INDEMNIFICATION OF COMMITTEE

     In  addition to such other rights of indemnification as they
may have as directors or as members of the Committee, the members
of  the Committee shall be indemnified by the Corporation against
the reasonable expenses, including, attorney's fees, actually and
necessarily  incurred  in  connection with  the  defense  of  any
action,  suit,  or proceeding, or in connection with  any  appeal
therein, to which they or any of them may be a party by reason of
any  action  taken or failure to act under or in connection  with
the  Plan or any Award granted hereunder, and against all amounts
paid  by them in settlement thereof (provided such settlement  is
approved   by   independent  legal  counsel   selected   by   the
Corporation) or paid by them in satisfaction of a judgment in any
such  action, suit, or proceeding, except in relation to  matters
as  to  which  it  shall  be adjudged in such  action,  suit,  or
proceeding,  that  such Committee member is  liable  for  willful
misconduct  in  the  performance of his  duties;  provided,  that
within  sixty  (60) days after institution of  any  such  action,
suit, or proceeding a Committee member shall in writing offer the
Corporation  the opportunity, at its own expense, to  handle  and
defend the same.

9.   AMENDMENT OF THE PLAN

     The  Board of Directors, insofar as permitted by law,  shall
have  the  right from time to time with respect to any shares  at
the  time  not  subject to Awards, to suspend or discontinue  the
Plan or revise or amend it in any respect whatsoever, except that
without  approval  of the shareholders of the  Company,  no  such
revision or amendment shall: (a) change the number of shares  for
which  Awards  may  be  granted under  the  Plan  either  in  the
aggregate   or  to  any  individual  employee,  (b)  change   the
provisions  relating to the determination of  employees  to  whom
Awards  shall  be granted, (c) remove the administration  of  the
Plan  from  the  Committee, or (d) decrease the  price  at  which
Incentive Options may be granted.

10.  APPLICATION OF FUNDS

     The  proceeds received by the Corporation from the  sale  of
Capital  Stock pursuant to the exercise of Options will  be  used
for general corporate purposes.

11.  NO OBLIGATION TO EXERCISE OPTION

     The  granting  of an Option shall impose no obligation  upon
the Option recipient to exercise such option.

12.  APPROVAL OF STOCKHOLDERS

     This  Plan  shall  take effect on June 1, 2002,  subject  to
approval  by the affirmative vote of the holders of the  majority
of  the  outstanding shares of Capital Stock of  the  Corporation
present, or represented, and entitled to vote at a meeting of the
shareholders,  which  approval  must  occur  within  the   period
beginning twelve (12) months before and ending twelve (12) months
after the date the Plan is adopted by the Board of Directors.