EXHIBIT 10.61

                      THE UNIROYAL TECHNOLOGY CORPORATION

                                 2000 STOCK PLAN

                          AMENDED TO NOVEMBER 30, 2000



1.                Purpose.

         The purpose of the 2000 Stock Plan (the "Plan") of Uniroyal  Technology
Corporation,  a Delaware  corporation (the "Company"),  is to attract and retain
officers,  employees,  directors and independent  contractors of the Company, or
any  Subsidiary  or  Affiliate  which now exists or  hereafter  is  organized or
acquired,  and to furnish  additional  incentives to such persons by encouraging
them to acquire a proprietary  interest in the Company.  The Plan is intended to
satisfy  the  requirements  of Rule 16b-3  promulgated  under  Section 16 of the
Exchange  Act  and  shall  be  interpreted  in  a  manner  consistent  with  the
requirements thereof.

2.                Definitions.

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

(a)  "Affiliate"  means any entity (whether or not incorporated) if, at the time
of granting of Restricted  Stock,  the entity  controls,  is controlled by or is
under common control with the Company.

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

(c)  "Cause"  means  (A) a  Participant's  conviction  of any  crime or  offense
constituting  a felony  under  applicable  law or any  other  crime  or  offense
constituting fraud,  embezzlement,  theft,  larceny or  misappropriation,  (B) a
Participant's  breach or violation of the agreement between the Company and such
Participant  setting  forth  the terms  and  conditions  of an award of Stock or
Restricted Stock under the Plan, (C) a Participant's  frequent and unjustifiable
absenteeism,  other  than  solely by reason of  illness  or  physical  or mental
disability and (D) a Participant's willful misconduct or gross negligence in the
performance of such  Participant's  services to the Company or a Subsidiary,  as
determined by the Board acting in its sole discretion and good faith.

(d)  "Change in Control" means a change in control of the Company, which will be
deemed to occur if:

         (i) any  "person," as such term is used in Sections  13(d) and 14(d) of
         the  Exchange  Act (other  than an Exempt  Person)  is or  becomes  the
         "beneficial  owner"  (as  defined in Rule  13d-3  under the  Securities
         Exchange  Act),  directly or  indirectly,  of securities of the Company
         representing  50% or more of the combined voting power of the Company's
         then outstanding voting securities;  provided that no Change of Control
         shall be deemed to have occurred as a result of an  acquisition  by the
         Company of any of its then  outstanding  voting  securities  which,  by
         reducing the number of shares outstanding,  increases the proportionate
         number of shares of voting securities  beneficially owned by any person
         to 50% or more of the  combined  voting  power  of the  Company's  then
         outstanding voting securities; provided further, that if a person shall
         become the beneficial owner of 50% or more of the combined voting power
         of the Company's then outstanding  voting securities by reason of share
         purchases by the Company and shall,  after such share  purchases by the
         Company,   become  the  beneficial  owner  of  any  additional   voting
         securities of the Company,  then a Change of Control shall be deemed to
         have occurred; and provided further, that,  notwithstanding anything to
         the contrary  contained in the Plan,  if the Board  determines  in good
         faith  that a person  who  would  otherwise  be a  beneficial  owner as
         defined  pursuant to the  foregoing  provisions  of this  paragraph has
         become such  inadvertently,  in a manner that  otherwise  would cause a
         Change of Control, and such person divests as promptly as practicable a
         sufficient  number of voting  securities  so that such person  would no
         longer be a beneficial  owner, then a Change of Control shall be deemed
         not to have occurred for any purposes of this Plan;

         (ii) during any period of two consecutive years, individuals who at the
         beginning  of such period  constitute  the Board,  and any new director
         (other than a director  designated  by a person who has entered into an
         agreement with the Company to effect a transaction  described in clause
         (i), (iii) or (iv) of this Section 2(d)) whose election by the Board or
         nomination for election by the Company's stockholders was approved by a
         vote of at least a majority of the directors still in office who either
         were  directors  at the  beginning  of the period or whose  election or
         nomination  for election  was  previously  so  approved,  cease for any
         reason to constitute at least a majority thereof;

         (iii) the stockholders of the Company approve a merger or consolidation
         of the Company with any other  corporation  other than  (A) a merger or
         consolidation  which  would  result  in the  voting  securities  of the
         Company  outstanding  immediately prior thereto continuing to represent
         (either by  remaining  outstanding  or by being  converted  into voting
         securities  of the  surviving  or  parent  entity)  50% or  more of the
         combined  voting power of the voting  securities of the Company or such
         surviving or parent entity outstanding immediately after such merger or
         consolidation or (B) a merger or consolidation  effected to implement a
         recapitalization  of the Company (or similar  transaction)  in which no
         "person"  (as  hereinbefore  defined),  other  than an  Exempt  Person,
         acquired 50% or more of the combined voting power of the Company's then
         outstanding securities; or

         (iv)  the  stockholders  of the  Company  approve  a plan  of  complete
         liquidation  of the Company or an agreement for the sale or disposition
         by the Company of all or substantially  all of the Company's assets (or
         any transaction having a similar effect).

(e) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time.

(f) "Committee"  means the Option Committee of the Board or such other committee
as the Board shall appoint from time to time to administer  the Plan;  provided,
that the  Committee  shall at all  times  consist  of two or more  persons.  The
Committee shall consist solely of individuals who are  "non-employee  directors"
within the  meaning of Rule  16b-3.  Each  member of the  Committee  shall be an
"outside director" within the meaning of Section 162(m) of the Code.

(g) "Company" means Uniroyal  Technology  Corporation,  a corporation  organized
under the laws of the State of Delaware, or any successor corporation.

(h)  "Disability"  means the  inability of a  Participant  to perform his or her
duties for a period of at least 180 days due to mental or physical infirmity, as
determined pursuant to the Company's policies.

(i) "Employee"  means any officer or employee of the Company,  any Subsidiary or
any Affiliate (as determined by the Committee in its sole discretion).

(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(k) "Exempt  Person"  means (1) the  Company,  (2) any trustee or any  fiduciary
holding  securities  under an  employee  benefit  plan of the  Company,  (3) any
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially  the same  proportions  as their  ownership  of Stock,  or (4) any
person or group of persons who,  immediately prior to the adoption of this Plan,
owned  more  than  50% of the  combined  voting  power  of  the  Company's  then
outstanding securities.

(l) "Fair Market Value" means, with respect to a share of Stock on an applicable
date:
         (i) If the Stock is traded on a national securities exchange, including
         the National  Market System of the National  Association  of Securities
         Dealers Automated Quotation System, (A) the average of the high and low
         reported  sales price  regular way per share of Stock on the  principal
         national  securities exchange on which the Stock is traded or (B) if no
         reported  sales take place on the  applicable  date, the average of the
         highest bid and lowest asked price of the Stock on such exchange or (C)
         if no such  quotation is made on such date,  on the next  preceding day
         (not more than ten business days prior to the applicable date) on which
         there were reported sales or such quotations.

         (ii) If the Stock is not traded on a national  securities  exchange but
         quotations are available for Stock on the over-the-counter  market, (A)
         the mean  between  the highest bid and lowest  asked  quotation  on the
         over-the-counter  market as reported by the National Quotations Bureau,
         or any similar organization,  on the applicable date or (B), if no such
         quotation  is made on such date,  on the next  preceding  day (not more
         than ten  business  days prior to the  applicable  date) on which there
         were such quotations.

         (iii) If the Stock is neither traded on a national  securities exchange
         nor are quotations therefor available on the over-the-counter market or
         if  there  are  no  sales  or  quotations  in  the  ten  business  days
         immediately  prior to the applicable  date, as determined in good faith
         by the Committee in a manner consistently applied.

(m)  "Participant"  means  any  officer,   Employee,   director  or  independent
contractor  of the Company,  a  Subsidiary  or an  Affiliate  designated  by the
Committee to receive Stock or Restricted Stock under the Plan.

(n) "Plan"  means this  Uniroyal  Technology  Corporation  1999 Stock  Plan,  as
amended from time to time.

(o) "Restricted Period" means the period during which shares of Restricted Stock
are subjected to forfeiture  and  restrictions  on  transferability  pursuant to
Section 6 of the Plan.

(p) "Restricted Stock" means Stock granted to a Participant pursuant to the Plan
which is subject to forfeiture and restrictions on transferability in accordance
with Section 6 of the Plan.

(q) "Retirement" means termination of a Participant's employment on or after the
Participant's normal retirement date.

(r) "Rule 16b-3" means Rule 16b-3,  as from time to time in effect,  promulgated
by the Securities and Exchange  Commission under Section 16 of the Exchange Act,
including any successor to such Rule.

(s) "Securities Act" means the Securities Act of 1933, as amended.

(t) "Stock" means the common stock, par value $.01 per share, of the Company.

(u) "Stock Award" means Stock  granted to a  Participant  under Section 7 of the
Plan and subject to the terms and conditions of this Plan.

(v)  "Subsidiary"  means any  corporation  in which  the  Company,  directly  or
indirectly, owns stock possessing 50% or more of the total combined voting power
of all classes of stock of such corporation.


3.                Administration.

         The Plan shall be  administered  by the Committee.  The Committee shall
have the authority in its discretion,  subject to and not inconsistent  with the
express  provisions of the Plan, to administer  the Plan and to exercise all the
powers  and  authorities  either  specifically  granted  to it under the Plan or
necessary or advisable in the  administration  of the Plan,  including,  without
limitation,  the  authority to grant awards of Stock and  Restricted  Stock;  to
determine the persons to whom and the time or times at which awards of Stock and
Restricted  Stock should be granted;  to determine the number of shares of Stock
and Restricted  Stock to be granted and the terms,  conditions and  restrictions
relating to any awards of Restricted Stock; to determine whether, to what extent
and  under  what  circumstances  awards  of Stock  and  Restricted  Stock may be
canceled, forfeited,  exchanged or surrendered; to make adjustments in the terms
and conditions of, and the criteria  included in, awards of Stock and Restricted
Stock in recognition of unusual or non-recurring events affecting the Company or
any  Subsidiary,  or in response to changes in applicable  laws,  regulations or
accounting  principles;  to construe  and  interpret  the Plan and any awards of
Stock  and  Restricted  Stock;  to  prescribe,   amend  and  rescind  rules  and
regulations  relating to the Plan; to determine the terms and  provisions of the
Stock Agreements and Restricted  Stock  Agreements  (which need not be identical
for each Participant);  and to make all other determinations deemed necessary or
advisable for the administration of the Plan.

         The Committee  may appoint a  chairperson  and a secretary and may make
such rules and  regulations  for the  conduct of its  business  as it shall deem
advisable,  and shall keep minutes of its meetings.  All  determinations  of the
Committee shall be made by a majority of its members either present in person or
participating by conference  telephone at a meeting or by written  consent.  The
Committee  may  delegate  to one or more of its members or to one or more agents
such  administrative  duties as it may deem advisable,  and the Committee or any
person to whom it has  delegated  duties as  aforesaid  may  employ  one or more
persons to render  advice with respect to any  responsibility  the  Committee or
such  person  may  have  under  the  Plan.  All  decisions,  determinations  and
interpretations  of the  Committee  shall be final and  binding on all  persons,
including the Company and any Subsidiary or Participant  (or any person claiming
any rights under the Plan from or through any Participant) and any stockholder.

         No member  of the Board or  Committee  shall be liable  for any  action
taken or determination  made in good faith with respect to the Plan or any award
of Stock or Restricted Stock granted hereunder.

4.                Granting and Establishing Terms of Awards.

         The Committee shall have  authority,  subject to the terms of the Plan,
to determine the officers,  employees,  directors and independent contractors of
the Company or any  Subsidiary  or  Affiliate  eligible  for awards of Stock and
Restricted  Stock and those to whom Stock and Restricted Stock shall be granted,
the  number  of  shares  of  Stock to be  covered  by each  award  of Stock  and
Restricted Stock, the time or times at which Stock and Restricted Stock shall be
granted,  the  terms  and  provisions  of the  instruments  by which  Stock  and
Restricted Stock shall be evidenced;  and to determine the period of time during
which  restrictions  on  Restricted  Stock shall remain in effect.  The grant of
Stock  or  Restricted  Stock  to any  Participant  shall  neither  entitle  such
Participant  to, nor  disqualify him from,  participation  in any other award of
Stock or Restricted Stock.

5.                Stock Subject to the Plan.

         The maximum  number of shares of Stock  reserved for the award of Stock
and Restricted Stock under the Plan shall be 250,000 shares of Stock, subject to
adjustment  as  provided  herein.  Such  shares  may,  in whole  or in part,  be
authorized  but  unissued  shares  or  shares  that  shall  have  been or may be
reacquired by the Company in private transactions or otherwise. If any shares of
Stock or Restricted Stock are forfeited, canceled, exchanged or surrendered, the
shares  of  Stock  and  Restricted  Stock  shall,  to the  extent  of  any  such
forfeiture,  cancellation, exchange, surrender, termination or expiration, again
be available under the Plan. In no event shall any Participant acquire, pursuant
to any awards of Stock or Restricted Stock under this Plan, more than 50% of the
aggregate number of shares of Stock reserved for awards under the Plan.

         In  the  event  that  the  Committee  shall  determine,   in  its  sole
discretion,  that any  dividend  or other  distribution  (whether in the form of
cash, Stock, or other property),  recapitalization,  stock split, reverse split,
any reorganization,  merger, consolidation,  spin-off, combination,  repurchase,
share  exchange,  license  arrangement,  strategic  alliance  or  other  similar
corporate  transaction  or event,  affects the Stock such that an  adjustment is
appropriate  in order to prevent  dilution or  enlargement  of the rights of any
Participants in the Plan,  then the Committee shall make such equitable  changes
or adjustments  as it deems  necessary or appropriate to (i) the number and kind
of shares of Stock which may  thereafter be issued in accordance  with the Plan,
or, (ii) the number and kind of shares of Stock issued or issuable in respect of
the Plan.

6.                Specific Terms of Grants of Restricted Stock.

(a) Grant of Restricted  Stock.  Any award made  hereunder of  Restricted  Stock
shall be subject to the terms and  conditions of the Plan and to any other terms
and conditions not inconsistent  with the Plan  (including,  but not limited to,
requiring the Participant to pay the Company an amount equal to at least the par
value  per  share  for  each  share of  Restricted  Stock  awarded)  as shall be
prescribed  by the Committee in its sole  discretion.  The Committee may require
that,  as a  condition  to any award of  Restricted  Stock  under the Plan,  the
Participant  shall have entered into an agreement with the Company setting forth
the terms and  conditions of such award and such other matters as the Committee,
in its sole discretion,  shall have determined.  As determined by the Committee,
the Company  shall either (i) transfer or issue to each  Participant  to whom an
award of Restricted Stock has been made the number of shares of Restricted Stock
specified by the Committee or (ii) hold such shares of Restricted  Stock for the
benefit of the Participant for the Restricted Period.

(b) Restrictions on Transferability. Shares of Restricted Stock may not be sold,
assigned,  transferred,  pledged,  hypothecated  or otherwise  encumbered by the
Participant during the Restricted Period, except as hereinafter provided.

(c) Rights as a Shareholder.  Except for the  restrictions  set forth herein and
unless otherwise determined by the Committee, the Participant shall have all the
rights of a shareholder  with respect to Restricted  Stock,  including,  without
limitation, the right to vote and the right to receive dividends.

(d) Lapse of Restricted  Period.  The Restricted  Period shall commence upon the
date of grant and shall lapse with respect to the shares of Restricted  Stock on
the earlier of (a) the date  specified by the Committee at the time of the grant
or (b) the date of a Change of Control,  unless  sooner  terminated as otherwise
provided herein.

(e) Legend.  Each  certificate  issued to a Participant  in respect of shares of
Restricted  Stock  awarded under the Plan shall be registered in the name of the
Participant and shall bear the following (or similar) legend:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES
         LAWS AND CANNOT BE SOLD OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO
         REGISTRATION  UNDER  SAID  ACT  OR  IN  COMPLIANCE  WITH  AN  EXEMPTION
         THEREFROM.  ADDITIONALLY,  THE SALE, TRANSFER,  ASSIGNMENT,  PLEDGE, OR
         ENCUMBRANCE  OF THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE
         SUBJECT  TO  THE  TERMS  AND  CONDITIONS  OF  THE  UNIROYAL  TECHNOLOGY
         CORPORATION  1999  RESTRICTED  STOCK  PLAN  AND  AN  AGREEMENT  BETWEEN
         UNIROYAL  TECHNOLOGY  CORPORATION  AND THE  HOLDER  OF  RECORD  OF THIS
         CERTIFICATE  PURSUANT TO SUCH PLAN,  AND NO TRANSFER OF THE  SECURITIES
         REPRESENTED BY THIS  CERTIFICATE IN  CONTRAVENTION OF SUCH PLAN OR SUCH
         AGREEMENT  SHALL BE VALID OR  EFFECTIVE.  COPIES  OF SUCH PLAN AND SUCH
         AGREEMENT  MAY BE  OBTAINED  BY WRITTEN  REQUEST  MADE BY THE HOLDER OF
         RECORD OF THE  CERTIFICATE  TO THE  SECRETARY  OF  UNIROYAL  TECHNOLOGY
         CORPORATION"

(f) Death,  Disability,  Retirement or  Termination  of  Employment.  Unless the
Committee  shall  otherwise  determine  at the date of grant,  if a  Participant
ceases to be an officer  of, in the employ of, a  director  of, or  maintain  an
independent  contractor  relationship  with,  the Company or any  Subsidiary  or
Affiliate  by reason of death,  the  Restricted  Period  covering  all shares of
Restricted  Stock issued to such  Participant  under the Plan shall  immediately
lapse.  Except as set forth in the immediately  preceding  sentence,  unless the
Committee  shall  otherwise  determine  at the date of grant,  if a  Participant
ceases to be an officer  of, in the employ of, a  director  of, or  maintain  an
independent  contractor  relationship  with,  the Company or any  Subsidiary  or
Affiliate by reason of  Disability or  Retirement,  or for any reason other than
for Cause,  all shares of  Restricted  Stock  issued to such  Participant  shall
remain subject to the restrictions on  transferability  pursuant to Section 6(b)
until the lapse of the Restricted Period pursuant to Section 6(d).

(g) Termination for Cause. Unless the Committee shall otherwise determine at the
date of grant, if a Participant's service as an officer,  employee,  director or
independent  contractor  with the Company or any  Subsidiary is  terminated  for
Cause at any time  prior to the date  when the  Restricted  Period  lapses,  all
shares of Restricted  Stock owned by such  Participant  shall revert back to the
Company upon the such termination.

(h) Issuance of new  Certificates.  Upon the lapse of the Restricted Period with
respect  to any  shares of  Restricted  Stock,  such  shares  shall no longer be
subject to the restrictions  imposed under Section 6 and the Company shall issue
or have issued new share certificates  without the legend described in Section 6
in exchange for those previously issued.

7.                Specific Terms of Awards of Stock.

(a) In General.  A Stock  Award is a grant of Stock or a right to receive  Stock
(or its cash  equivalent  or a  combination  of both) in the future.  Each Stock
Award shall be subject to such conditions, restrictions and contingencies as the
Committee shall  determine and shall be based on annual Stock ownership  targets
set by the Committee.

(b) Awards to  Employees.  Each  Participant  who is an Employee  will be set an
annual  goal of  spending  10% of the sum of the  Employee's  base  salary  plus
potential under the Company's  Management  Incentive Plan for that calendar year
to purchase Stock, subject to such other conditions as may be established by the
Committee.  If the Employee  meets such goal, the Company will issue Stock under
the Plan  representing  25% of the dollar amount paid by the employee for or the
dollar  value of Savings  Plan funds  transferred  for shares  purchased by such
Employee under the Plan up to 150% of the annual goal.

(c)  Awards  to  Directors.   Each  non-officer  director  of  the  Company  may
participate  in the plan by spending at least $25,000 to purchase Stock during a
calendar year.  The Company will issue Stock under the Plan to each  Participant
who is a  non-officer  director  of the Company  representing  25% of the dollar
amount paid by the non-officer  director shares purchased by such director under
the Plan during the calendar year up to 150% of the $25,000.

(d)  Dividends  and Dividend  Equivalents.  Stock Awards  granted under the Plan
include the right to receive dividend or dividend equivalent payments.

(e)  Calculation of Stock to Be Issued.  The number of shares of Stock issued by
the  Company  pursuant  to  subsections  (b) and (c) above  will be based on the
closing price of the Stock on the Nasdaq National Market on the last trading day
of the calendar year for which the award is being made.

8.                General Provisions.

(a) Compliance with Legal and Exchange Requirements.  The Plan, the granting and
exercising of Stock and Restricted Stock  thereunder,  and the other obligations
of the  Company  under  the Plan and any Stock  Agreement  or  Restricted  Stock
Agreement,  shall be subject to all applicable federal and state laws, rules and
regulations,  and to such approvals by any regulatory or governmental  agency as
may be required.  The Company,  in its discretion,  may postpone the issuance or
delivery of Stock until  completion of stock exchange listing or registration or
qualification of such Stock or other required action under any state, federal or
foreign law, rule or regulation as the Company may consider appropriate, and may
require  any  Participant  to  make  such   representations   and  furnish  such
information as it may consider  appropriate  in connection  with the issuance or
delivery of Stock in compliance with applicable laws, rules and regulations.

(b) No Right to Continued Employment, or Benefits. Nothing in the Plan or in any
Stock granted or Stock  Agreement or  Restricted  Stock  Agreement  entered into
pursuant to the Plan shall confer upon any  Participant the right to continue as
an officer of, in the employ of, as a director of, or an independent  contractor
to, the Company,  any Subsidiary or any Affiliate,  as the case may be, or to be
entitled to any remuneration or benefits not set forth in the Plan or such Stock
Agreement or Restricted Stock Agreement or to interfere with or limit in any way
the right of the  Company or any  Subsidiary  to  terminate  such  Participant's
service with the Company, any Subsidiary or any Affiliate.

(c) Taxes.  The Company,  or any  Subsidiary  is authorized to withhold from any
payment  relating  to Stock or  Restricted  Stock  under  the Plan or any  other
payment  to a  Participant,  amounts  of  withholding  and  other  taxes  due in
connection with any transaction involving Stock or Restricted Stock, and to take
such other action as the Committee may deem  advisable to enable the Company and
a Participant to satisfy  obligations  for the payment of withholding  taxes and
other tax  obligations  relating to Stock and Restricted  Stock.  This authority
shall include  authority to withhold or receive  Stock or other  property and to
make cash payments in respect thereof in  satisfaction  of a  Participant's  tax
obligations.

(d) Amendment and  Termination of the Plan. The Board or Committee may terminate
the Plan,  in whole or in part,  may suspend the Plan,  in whole or in part from
time to time,  and may amend the Plan from time to time,  including the adoption
of amendments  deemed  necessary or desirable to qualify the grants of Stock and
Restricted  Stock under the laws of various states  (including tax laws),  or to
correct any defect or supply an omission or reconcile any  inconsistency  in the
Plan or in any  grant of Stock  or  Restricted  Stock  thereunder,  without  the
approval of the shareholders of the Company;  provided,  however, that no action
shall be taken  without  the  approval  of the  shareholders  of the  Company to
increase the number of shares of Stock that may be awarded  hereunder,  increase
the benefits accruing to Participants under the Plan, change the requirements as
to  eligibility to participate  in the Plan,  withdraw  administration  from the
Committee.  No amendment or termination or modification of the Plan shall in any
manner  affect  grants of Stock or  Restricted  Stock without the consent of the
Participants, unless the Committee has made a determination that an amendment or
modification  is in the best  interest  of all  persons to whom grants have been
made.  The Plan shall  terminate  when all shares of Stock  subject to awards of
Stock or  Restricted  Stock  under the Plan have been  issued  and are no longer
subject to forfeiture  under the terms hereof unless  earlier  terminated by the
Board or the Committee.

(e) No Rights to Stock.  No  Participant  shall have any claim to be granted any
Stock or  Restricted  Stock  under the  Plan,  and  there is no  obligation  for
uniformity of treatment of Participants.

(f)  Governing  Law.  The Plan and all  determinations  made and  actions  taken
pursuant  hereto  shall be governed by the laws of the State of New York without
giving effect to the conflict of laws principles thereof.

(g)  Effective  Date.  The Plan shall take effect upon its adoption by the Board
(the  "Effective  Date"),  but the Plan (and any  grants of Stock or  Restricted
Stock made prior to the stockholder  approval mentioned herein) shall be subject
to the  approval of the  holder(s)  of a majority of the issued and  outstanding
shares of voting securities of the Company entitled to vote, which approval must
occur  within  twelve  months of the  Effective  Date.  In the  absence  of such
approval, such grant of Stock or Restricted Stock shall be null and void.

(h) Savings  Provision.  Any action taken by the Committee or the Board pursuant
to the Plan,  and any  provision  of the  Plan,  is null and void if it does not
comply  with the  requirements  of Rule  16b-3  and  would  otherwise  result in
liability under Section 16(b) of the Exchange Act.