HUMATECH, INC.
                          2002 OMNIBUS SECURITIES PLAN
                          ----------------------------


<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
SECTION  1.  PURPOSE.                                                         1
SECTION  2.  DEFINITIONS.                                                     1
    (a)     "Award"                                                           1
    (b)     "Board  of  Directors"                                            1
    (c)     "Change  in  Control"                                             1
    (d)     "Code"                                                            1
    (e)     "Committee"                                                       1
    (f)     "Common-Law  Employee"                                            1
    (g)     "Company"                                                         2
    (h)     "Employee"                                                        2
    (i)     "Exchange  Act"                                                   2
    (j)     "Exercise  Price"                                                 2
    (k)     "Fair  Market  Value"                                             2
    (l)     "Incentive  Stock  Option"  or  "ISO"                             2
    (m)     "Nonstatutory  Option"  or  "NSO"                                 2
    (n)     "Offeree"                                                         2
    (o)     "Option"                                                          3
    (p)     "Optionee"                                                        3
    (q)     "Outside  Director"                                               3
    (r)     "Participant"                                                     3
    (s)     "Plan"                                                            3
    (t)     "Plan  Year"                                                      3
    (u)     "Purchase  Price"                                                 3
    (v)     "Restricted  Share"                                               3
    (w)     "Service"                                                         3
    (x)     "Share"                                                           3
    (y)     "Stock"                                                           3
    (z)     "Stock  Award  Agreement"                                         3
    (aa)    "Stock  Option  Agreement"                                        3
    (bb)    "Stock  Purchase  Agreement"                                      3
    (cc)    "Subsidiary"                                                      3
    (dd)    "Total  and  Permanent  Disability"                               3
    (ee)    "W-2  Payroll"                                                    3

SECTION  3.  ADMINISTRATION.                                                  4

    (a)     Committee  Membership                                             4
    (b)     Committee  Procedures                                             4
    (c)     Committee  Responsibilities                                       4
    (d)     Committee  Liability                                              4
    (e)     Financial  Reports                                                4

SECTION  4.  ELIGIBILITY.                                                     4

    (a)     General  Rule                                                     4
    (b)     Ten-Percent  Shareholders                                         4
    (c)     Attribution  Rules                                                5
    (d)     Outstanding  Stock                                                5

<PAGE>

SECTION  5.  STOCK  SUBJECT  TO  PLAN.                                        5

    (a)     Basic  Limitation                                                 5
    (b)     Additional  Shares                                                5

SECTION  6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.                   5

    (a)     Stock  Purchase  Agreement                                        5
    (b)     Duration  of  Offers                                              6
    (c)     Purchase  Price                                                   6
    (d)     Payment  for  Shares                                              6
    (e)     Exercise  of  Awards  on  Termination  of  Service                6

SECTION  7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED               6

    (a)     Form  and  Amount  of  Award                                      6
    (b)     Exercisability                                                    7
    (c)     Effect  of  Change  in  Control                                   7
    (d)     Voting  Rights                                                    7

SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS.                             7

    (a)     Stock  Option  Agreement                                          7
    (b)     Number  of  Shares                                                7
    (c)     Exercise  Price                                                   7
    (d)     Exercisability                                                    7
    (e)     Effect  of  Change  in  Control                                   7
    (f)     Term                                                              8
    (g)     Exercise  of  Options  on  Termination  of  Service               8
    (h)     Payment  of  Option  Shares                                       8
    (i)     No  Rights  as  a  Shareholder                                    8
    (j)     Modification,  Extension  and  Assumption  of  Options            8

SECTION  9.  ADJUSTMENT  OF  SHARES.                                          9

    (a)     General                                                           9
    (b)     Reorganizations                                                   9
    (c)     Reservation  of  Rights                                           9

SECTION  10.  WITHHOLDING  TAXES.                                             9

    (a)     General                                                           9
    (b)     Share  Withholding                                                9
    (c)     Cashless  Exercise/Pledge                                         9
    (d)     Other  Forms  of  Payment                                         9

SECTION  11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.                          10

    (a)     General                                                          10
    (b)     Trusts                                                           10

<PAGE>


SECTION  12.  LEGAL  REQUIREMENTS.                                           10

SECTION  13.  NO  EMPLOYMENT  RIGHTS.                                        10

SECTION  14.  DURATION  AND  AMENDMENTS.                                     10

    (a)     Term  of  the  Plan                                              10
    (b)     Right  to  Amend  or  Terminate  the  Plan                       10
    (c)     Effect  of  Amendment  or  Termination                           11

<PAGE>
                                 HUMATECH, INC.
                                 --------------
                           2002 OMNIBUS SECURITES PLAN
                           ---------------------------

SECTION  1.PURPOSE.
------------------
     The  purpose  of the Humatech, Inc. 2002 Securities Plan (the "Plan") is to
offer  selected employees, directors and consultants an opportunity to acquire a
proprietary  interest  in  the  success  of  the  Company,  or  to increase such
interest,  to  encourage  such  selected  persons to remain in the employ of the
Company, and to attract new employees with outstanding qualifications.  The Plan
seeks  to achieve this purpose by providing for Awards in the form of Restricted
Shares and Options (which may constitute Incentive Stock Options or Nonstatutory
Stock  Options)  as  well as the direct award or sale of Shares of the Company's
Common  Stock.  Awards  may  be granted under this Plan in reliance upon federal
and  state  securities  law  exemptions.

SECTION  2.DEFINITIONS.
----------------------

    (a)     "Award"
              -----
shall  mean  any  award of an Option, Restricted Share or other right under the
Plan.

     (b)     "Board  of  Directors"
              --------------------
shall  mean  the Board of Directors of the Company, as constituted from time to
time.

     (c)     "Change  in  Control"
              -------------------
shall  mean:

     (i)     The  consummation of a merger, consolidation, sale of the Company's
stock,  or  other reorganization of the Company (other than a reincorporation of
the  Company),  if  after  giving  effect to such merger, consolidation or other
reorganization of the Company, the stockholders of the Company immediately prior
to  such  merger,  consolidation  or  other  reorganization  do  not represent a
majority interest of the holders of voting securities (on a fully diluted basis)
with  the ordinary voting power to elect directors of the surviving or resulting
entity  after  such  merger,  consolidation  or  other  reorganization;  or

     (ii)     The  sale of all or substantially all of the assets of the Company
to a third  party  who  is  not  an  affiliate  of  the  Company.

     (iii)   The term  Change  in Control shall not  include: (a) a  transaction
the sole purpose of which is to change the state of the Company's incorporation,
or (b)  the  Company's  initial  public  offering.

     (d)     "Code"
              ----
shall  mean  the  Internal  Revenue  Code  of  1986,  as  amended.

     (e)     "Committee"
              ---------
shall  mean  a  committee  of  the  Board  of  Directors which is authorized to
administer  the  Plan  under  Section  3.

     (f)     "Common-Law  Employee"
              --------------------
shall  mean  an individual paid from W-2 Payroll of the Company or a Subsidiary.
If,  during  any  period,  the  Company  (or  Subsidiary, as applicable) has not
treated  an  individual  as  a Common-Law Employee and, for that reason, has not
paid such individual in a manner which results in the issuance of a Form W-2 and
withheld  taxes with respect to him or her, then that individual shall not be an
eligible  Employee  for  that  period,  even  if  any  person,  court  of law or
government  agency  determines,  retroactively, that that individual is or was a
Common-Law  Employee  during  all  or  any  portion  of  that  period.

<PAGE>

     (g)     "Company"
              -------
shall  mean  Humatech,  Inc.,  an  Illinois  corporation.

     (h)     "Employee"
              --------
shall  mean (i) any individual who is a Common-Law Employee of the Company or of
a  Subsidiary,  (ii)  a  member  of  the  Board of Directors, including (without
limitation)  an  Outside  Director,  or an affiliate of a member of the Board of
Directors,  (iii) a member of the board of directors of a Subsidiary, or (iv) an
independent  contractor  who  performs services for the Company or a Subsidiary.
Service  as  a  member  of  the  Board  of  Directors,  a member of the board of
directors  of  a  Subsidiary  or  an  independent contractor shall be considered
employment  for  all  purposes of the Plan except the second sentence of Section
4(a).

     (i)     "Exchange  Act"
              -------------
means  the  Securities  and  Exchange  Act  of  1934,  as  amended.

     (j)     "Exercise  Price"
              ---------------
shall  mean the amount for which one Share may be purchased upon exercise of an
Option,  as specified by the Committee in the applicable Stock Option Agreement.

     (k)     "Fair  Market  Value"
              -------------------
means  the  market  price  of  Shares,  determined by the Committee as follows:

     (i)     If the  Shares were traded over-the-counter on the date in question
but  were  not  traded  on the Nasdaq Stock Market or the Nasdaq National Market
System,  then  the Fair Market Value shall be equal to the mean between the last
reported  representative  bid  and  asked  prices  quoted  for  such date by the
principal automated inter-dealer quotation system on which the Shares are quoted
or,  if  the  Shares  are  not  quoted  on any such system, by the "Pink Sheets"
published  by  the  National  Quotation  Bureau,  Inc.;

     (ii)    If the Shares were traded over-the-counter on the date in  question
and were traded on the Nasdaq Stock Market or the Nasdaq National Market System,
then  the  Fair Market Value shall be equal to the last-transaction price quoted
for  such  date  by  the  Nasdaq  Stock  Market  or  the Nasdaq National Market;

     (iii)   If the Shares  were  traded  on  a  stock  exchange  on the date in
question,  then  the  Fair  Market  Value  shall  be  equal to the closing price
reported  by  the  applicable  composite  transactions report for such date; and

     (iv)    If none of the  foregoing  provisions  is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such basis as
it  deems  appropriate.

     In all cases, the determination of Fair Market Value by the Committee shall
be  conclusive  and  binding  on  all  persons.

     (l)     "Incentive  Stock  Option"  or  "ISO"
              ------------------------------------
shall mean an employee incentive stock option described in Code section 422(b).

     (m)     "Nonstatutory  Option"  or  "NSO"
              --------------------------------
shall  mean  an  employee  stock  option  that  is  not  an  ISO.

     (n)     "Offeree"
              -------
shall mean an individual to whom the Committee has offered the right to acquire
Shares  under  the  Plan  (other  than  upon  exercise  of  an  Option).

<PAGE>

     (o)     "Option"
              ------
shall  mean  an  Incentive Stock Option or Nonstatutory Option granted under the
Plan  and  entitling  the  holder  to  purchase  Shares.

     (p)     "Optionee"
              --------
shall  mean  an  individual  or  estate  who  holds  an  Option.

     (q)     "Outside  Director"
              -----------------
shall  mean  a  member  of  the  Board  who is not a Common-Law Employee of the
Company  or  a  Subsidiary.

     (r)     "Participant"
              -----------
shall  mean  an  individual  or  estate  who  holds  an  Award.

     (s)     "Plan"
              ----
shall  mean  this  2002  Omnibus  Securities  Plan  of  Humatech,  Inc.

     (t)     "Plan  Year"
              ----------
shall mean any twelve (12) month period (or shorter period during the final year
of  this  Plan)  commencing  May  1  during  the  term  of  this  Plan.

     (u)     "Purchase  Price"
              ---------------
shall mean the consideration for which one Share may be acquired under the Plan
(other  than  upon  exercise  of  an  Option),  as  specified  by the Committee.

     (v)     "Restricted  Share"
              -----------------
shall  mean  a  Share  sold  or  granted  to  an  eligible  Employee  which  is
nontransferable and subject to substantial risk of forfeiture until restrictions
lapse.

     (w)     "Service"
              -------
shall  mean  service  as  an  Employee.

     (x)     "Share"
              -----
shall  mean  one  share  of Stock, as adjusted in accordance with Section 9 (if
applicable).

     (y)     "Stock"
              -----
shall  mean  the  common  stock  of  the  Company.

     (z)     "Stock  Award  Agreement"
              -----------------------
shall  mean  the agreement between the Company and the recipient of a Restricted
Share  which  contains the terms, conditions and restrictions pertaining to such
Restricted  Share.

     (aa)    "Stock  Option  Agreement"
              ------------------------
shall  mean the agreement between the Company and an Optionee which contains the
terms,  conditions  and  restrictions  pertaining  to  his  or  her  Option.

     (bb)    "Stock  Purchase  Agreement"
              --------------------------
shall  mean the agreement between the Company and an Offeree who acquires Shares
under  the Plan which contains the terms, conditions and restrictions pertaining
to  the  acquisition  of  such  Shares.

     (cc)    "Subsidiary"
              ----------
means  any  corporation  (other  than  the  Company)  in  an  unbroken  chain of
corporations  beginning with the Company, if each of the corporations other than
the  last corporation in the unbroken chain owns stock possessing 50% or more of
the  total  combined  voting  power  of all classes of stock in one of the other
corporations  in  such  chain.  A  corporation  that  attains  the  status  of a
Subsidiary  on  a  date  after  the  adoption  of the Plan shall be considered a
Subsidiary  commencing  as  of  such  date.

     (dd)    "Total  and  Permanent  Disability"
              ---------------------------------
means  that the Optionee is unable to engage in any substantial gainful activity
by  reason  of  any  medically  determinable  physical  or  mental  impairment.

     (ee)    "W-2  Payroll"
              ------------
means  whatever mechanism or procedure that the Company or a Subsidiary utilizes
to  pay  any  individual  which  results  in  the  issuance  of  Form W-2 to the
individual.  "W-2  Payroll"  does  not  include any mechanism or procedure which
results  in  the  issuance  of  any form other than a Form W-2 to an individual,
including,  but  not  limited  to,  any  Form  1099  which  may  be issued to an
independent  contractor, an agency employee or a consultant. Whether a mechanism
or  procedure  qualifies  as a "W-2 Payroll" shall be determined in the absolute
discretion  of  the  Company  (or Subsidiary, as applicable), and the Company or
Subsidiary  determination  shall  be  conclusive  and  binding  on  all persons.

<PAGE>

SECTION  3.ADMINISTRATION.
-------------------------

     (a)     Committee  Membership
             ---------------------
The  Plan  shall be administered by the Compensation Committee (the "Committee")
appointed  by  the Company's Board of Directors and comprised of at least two or
more  Outside  Directors  (although  Committee  functions  may  be  delegated to
officers  to  the extent the awards relate to persons who are not subject to the
reporting  requirements  of Section 16 of the Exchange Act). If no Committee has
been  appointed,  the  entire  Board  shall  constitute  the  Committee.

     (b)     Committee  Procedures
             ---------------------
The  Board  of  Directors shall designate one of the members of the Committee as
chairperson.  The  Committee  may  hold  meetings at such times and places as it
shall  determine.  The  acts  of  a majority of the Committee members present at
meetings  at which a quorum exists, or acts reduced to or approved in writing by
all  Committee  members,  shall  be  valid  acts  of  the  Committee.

     (c)     Committee  Responsibilities
             ---------------------------
The  Committee has and may exercise such power and authority as may be necessary
or  appropriate for the Committee to carry out its functions as described in the
Plan.  The  Committee  has  authority  in  its  discretion to determine eligible
Employees to whom, and the time or times at which, Awards may be granted and the
number of Shares subject to each Award. Subject to the express provisions of the
respective  Award agreements (which need not be identical) and to make all other
determinations necessary or advisable for Plan administration, the Committee has
authority to prescribe, amend, and rescind rules and regulations relating to the
Plan.  All interpretations, determinations, and actions by the Committee will be
final,  conclusive,  and  binding  upon  all  persons.

     (d)     Committee  Liability
             --------------------
No  member  of  the  Board  or  the  Committee  will be liable for any action or
determination  made  in  good faith by the Committee with respect to the Plan or
any  Award  made  under  the  Plan.

     (e)     Financial  Reports
             ------------------
To  the extent required by applicable law, and not less often than annually, the
Company  shall furnish to Offerees, Optionees and Shareholders who have received
Stock  under  the  Plan  its  financial  statements  including  a  balance sheet
regarding  the  Company's  financial condition and results of operations, unless
such  Offerees,  Optionees  or  Shareholders  have  duties with the Company that
assure them access to equivalent information. Such financial statements need not
be  audited.

SECTION  4.ELIGIBILITY.
----------------------

     (a)     General  Rule
             -------------
Only  Employees  shall  be  eligible  for  designation  as  Participants  by the
Committee.  In  addition,  only  individuals  who  are  employed  as  Common-Law
Employees  by  the  Company  or  a Subsidiary shall be eligible for the grant of
ISOs.

     (b)     Ten-Percent  Shareholders
             -------------------------
An  Employee  who  owns more than ten percent (10%) of the total combined voting
power  of  all  classes  of  outstanding  stock  of  the  Company  or any of its
Subsidiaries  shall  not  be  eligible for designation as an Offeree or Optionee
unless  (i)  the  Exercise Price for an ISO (and a NSO to the extent required by
applicable  law)  is  at least one hundred ten percent (110%) of the Fair Market
Value  of  a Share on the date of grant, (ii) if required by applicable law, the
Purchase  Price  of  Shares  is  at least one hundred percent (100%) of the Fair
Market  Value  of a Share on the date of grant, and (iii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the  date  of  grant.

<PAGE>

     (c)     Attribution  Rules
             ------------------
For  purposes  of  Subsection  (b)  above,  in  determining  stock ownership, an
Employee  shall  be deemed to own the stock owned, directly or indirectly, by or
for  his  brothers,  sisters,  spouse,  ancestors  and lineal descendants. Stock
owned,  directly  or indirectly, by or for a corporation, partnership, estate or
trust  shall  be  deemed to be owned proportionately by or for its shareholders,
partners  or  beneficiaries.  Stock with respect to which such Employee holds an
Option  shall  not  be  counted.

     (d)     Outstanding  Stock
             ------------------
For  purposes  of  Subsection  (b)  above, "outstanding stock" shall include all
stock  actually issued and outstanding immediately after the grant. "Outstanding
Stock"  shall  not  include  shares  authorized  for  issuance under outstanding
Options  held  by  the  Employee  or  by  any  other  person.

SECTION  5.STOCK  SUBJECT  TO  PLAN.
-----------------------------------

     (a)     Basic  Limitation
             -----------------
Shares  offered  under the Plan shall be authorized but unissued Shares. Subject
to  Sections 5(b) and 9 of the Plan, the aggregate number of Shares which may be
issued  or transferred as common stock pursuant to an Award under the Plan shall
not exceed the following amounts of the shares of Authorized Common Stock of the
Company:

<TABLE>
<CAPTION>
<S>    <C>                                                                     <C>

            Plan Year                                                           Available Shares
            ---------                                                           ----------------

May 1, 2002 through April 30, 2003                                                  1,500,000
----------------------------------                                                   ---------
Each  subsequent  Plan  Year  beginning
May  1, 2003                                                    10% of outstanding stock on April 30 of the year
                                                                 preceding each such  Plan  Year
---------------------------------------                        --------------------------------------------------

</TABLE>


     In  any  event,  the  number of Shares which are subject to Awards or other
rights  outstanding  at  any  time under the Plan shall not exceed the number of
Shares  which  then  remain available for issuance under the Plan.  The Company,
during  the  term  of  the  Plan,  shall at all times reserve and keep available
sufficient  Shares  to  satisfy  the  requirements  of  the  Plan.

     (b)     Additional  Shares
             ------------------
In  the  event that any outstanding Option or other right for any reason expires
or  is canceled or otherwise terminated, the Shares allocable to the unexercised
portion  of such Option or other right shall again be available for the purposes
of  the  Plan. If a Restricted Share is forfeited before any dividends have been
paid  with  respect  to  such Restricted Share, then such Restricted Share shall
again  become  available  for  award  under  the  Plan.

SECTION  6.TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.
--------------------------------------------------------

     (a)     Stock  Purchase  Agreement
             --------------------------
Each  award  or  sale  of  Shares under the Plan (other than upon exercise of an
Option) shall be evidenced by a Stock Purchase Agreement between the Offeree and
the  Company.  Such  award  or sale shall be subject to all applicable terms and
conditions  of  the  Plan  and  may be subject to any other terms and conditions
which  are  not  inconsistent  with  the  Plan  and  which  the  Committee deems
appropriate  for  inclusion in a Stock Purchase Agreement. The provisions of the
various  Stock  Purchase  Agreements  entered  into  under  the Plan need not be
identical.

<PAGE>

     (b)     Duration  of  Offers
             --------------------
Any  right  to  acquire  Shares  under  the  Plan  (other  than an Option) shall
automatically  expire  if  not  exercised by the Offeree within thirty (30) days
after  the grant of such right was communicated to the Offeree by the Committee.

     (c)     Purchase  Price
             ---------------
Unless otherwise permitted by applicable law, the Purchase Price of Shares to be
offered  under  the Plan shall not be less than eighty-five percent (85%) of the
Fair  Market  Value of a Share on the date of grant (100% for 10% shareholders),
except as otherwise provided in Section 4(b). Subject to the preceding sentence,
the  Purchase Price shall be determined by the Committee in its sole discretion.
The Purchase Price shall be payable in a form described in Subsection (d) below.

     (d)     Payment  for  Shares
             --------------------
The  entire  Purchase  Price of Shares issued under the Plan shall be payable in
lawful  money  of  the United States of America at the time when such Shares are
purchased,  except  as  provided  below:

     (i)     Surrender of Stock.  To the extent that a Stock Option Agreement so
             ------------------
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or Optionee's representative for any time period specified
by  the  Committee  and  which  are  surrendered to the Company in good form for
transfer.  Such  shares  shall  be valued at their Fair Market Value on the date
when  the  new  Shares  are  purchased  under  the  Plan.

     (ii)    Promissory Notes.  To  the  extent that a Stock Option Agreement or
             ----------------
Stock Purchase  Agreement so provides, payment may be made all or in part with a
full  recourse promissory note executed by the Optionee or Offeree. The interest
rate  and  other  terms  and  conditions of such note shall be determined by the
Committee.  The Committee may require that the Optionee or Offeree pledge his or
her  Shares to the Company for the purpose of securing the payment of such note.
In  no event shall the stock certificate(s) representing such Shares be released
to  the  Optionee  or  Offeree  until  such  note  is  paid  in  full.

     (iii)   Cashless  Exercise.  To the extent that a Stock Option Agreement so
             ------------------
provides  and  a public market for the Shares exists, payment may be made all or
in  part  by  delivery (on a form prescribed by the Committee) of an irrevocable
direction  to  a  securities broker to sell shares and to deliver all or part of
the  sale  proceeds  to  the Company in payment of the aggregate Exercise Price.

     (iv)     Other  Forms  of  Payment.  To  the  extent  provided in the Stock
              -------------------------
Option  Agreement, payment may be made in any other form that is consistent with
applicable  laws,  regulations  and  rules.

     (e)     Exercise  of  Awards  on  Termination  of  Service
             --------------------------------------------------
Each  Stock  Award  Agreement  shall set forth the extent to which the recipient
shall  have  the  right  to  exercise  the  Award  following  termination of the
recipient's Service with the Company and its Subsidiaries. Such provisions shall
be determined in the sole discretion of the Committee, need not be uniform among
all  the  Awards issued pursuant to the Plan, and may reflect distinctions based
on  the  reasons  for  termination  of  employment.

SECTION  7.ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED  SHARES.
----------------------------------------------------------------------

     (a)     Form  and  Amount  of  Award
             ----------------------------
Each  Stock  Award Agreement shall specify the number of Shares that are subject
to the Award. Restricted Shares may be awarded in combination with NSOs and such
an  Award  may provide that the Restricted Shares will be forfeited in the event
that  the  related  NSOs  are  exercised.

<PAGE>

     (b)     Exercisability
             --------------
Each  Stock  Award  Agreement shall specify the conditions upon which Restricted
Shares  shall  become vested, in full or in installments. To the extent required
by  applicable  law,  each  Stock Award shall become exercisable no less rapidly
than  the rate of 20% per year for each of the first five years from the date of
grant.  Subject to the preceding sentence, the exercisability of any Stock Award
shall  be  determined  by  the  Committee  in  its  sole  discretion.

     (c)     Effect  of  Change  in  Control
             -------------------------------
The  Committee  may determine at the time of making an Award or thereafter, that
such  Award  shall become fully vested, in whole or in part, in the event that a
Change  in  Control  occurs  with  respect  to  the  Company.

     (d)     Voting  Rights
             --------------
Holders  of Restricted Shares awarded under the Plan shall have the same voting,
dividend  and  other  rights  as the Company's other stockholders. A Stock Award
Agreement,  however,  may  require  that the holders invested any cash dividends
received  in  additional  Restricted  Shares.  Such additional Restricted Shares
shall  be  subject  to  the  same  conditions and restrictions as the Award with
respect  to  which  the  dividends  were paid. Such additional Restricted Shares
shall  not  reduce  the  number  of  Shares  available  under  Section  5.

SECTION  8.TERMS  AND  CONDITIONS  OF  OPTIONS.
----------------------------------------------

     (a)     Stock  Option  Agreement
             ------------------------
Each  grant  of  an  Option  under the Plan shall be evidenced by a Stock Option
Agreement  between the Optionee and the Company. Such Option shall be subject to
all  applicable terms and conditions of the Plan and may be subject to any other
terms  and  conditions  which  are  not inconsistent with the Plan and which the
Committee  deems  appropriate  for  inclusion  in  a Stock Option Agreement. The
provisions  of  the  various Stock Option Agreements entered into under the Plan
need  not  be  identical.

     (b)     Number  of  Shares
             ------------------
Each  Stock Option Agreement shall specify the number of Shares that are subject
to  the Option and shall provide for the adjustment of such number in accordance
with Section 9. The Stock Option Agreement shall also specify whether the Option
is  an  ISO  or  a  Nonstatutory  Option.

     (c)     Exercise  Price
             ---------------
Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price
of  an  ISO shall not be less than one hundred percent (100%) of the Fair Market
Value  of  a Share on the date of grant, except as otherwise provided in Section
4(b).  To the extent required by applicable law and except as otherwise provided
in  Section  4(b), the Exercise Price of a Nonstatutory Option shall not be less
than  eighty-five  percent (85%) of the Fair Market Value of a Share on the date
of  grant.  Subject to the preceding two sentences, the Exercise Price under any
Option shall be determined by the Committee in its sole discretion. The Exercise
Price  shall  be  payable  in  a  form  described  in  Subsection  (h)  below.

     (d)     Exercisability
             --------------
Each  Stock  Option Agreement shall specify the date when all or any installment
of  the  Option  is  to become exercisable. To the extent required by applicable
law, an Option shall become exercisable no less rapidly than the rate of 20% per
year  for  each  of  the first five years from the date of grant. Subject to the
preceding  sentence, the exercisability of any Option shall be determined by the
Committee  in  its  sole  discretion.

     (e)     Effect  of  Change  in  Control
             -------------------------------
The  Committee  may  determine, at the time of granting an Option or thereafter,
that such Option shall become fully exercisable as to all Shares subject to such
Option in the event that a Change in Control occurs with respect to the Company.

<PAGE>

     (f)     Term
             ----
The  Stock Option Agreement shall specify the term of the Option. The term shall
not  exceed  ten  (10)  years  from the date of grant (or five (5) years for ten
percent  (10%)  shareholders  as  provided  in  Section  4(b)).  Subject  to the
preceding sentence, the Committee at its sole discretion shall determine when an
Option  is  to  expire.

     (g)     Exercise  of  Options  on  Termination  of  Service
             ---------------------------------------------------
Each  Option  shall  set  forth  the extent to which the Optionee shall have the
right  to  exercise  the  Option following termination of the Optionee's Service
with  the  Company  and its Subsidiaries. Such provisions shall be determined in
the  sole  discretion  of  the  Committee, need not be uniform among all Options
issued  pursuant  to the Plan, and may reflect distinctions based on the reasons
for  termination  of  employment.  Notwithstanding  the foregoing, to the extent
required  by  applicable  law, each Option shall provide that the Optionee shall
have  the right to exercise the vested portion of any Option held at termination
for  at  least 60 days following termination of Service with the Company for any
reason, and that the Optionee shall have the right to exercise the Option for at
least  six  months  if  the  Optionee's  Service  terminates  due  to  death  or
Disability.

     (h)     Payment  of  Option  Shares
             ---------------------------
The  entire  Exercise  Price of Shares issued under the Plan shall be payable in
lawful  money  of  the United States of America at the time when such Shares are
purchased,  except  as  provided  below:

     (i)     Surrender of Stock.  To the extent that a Stock Option Agreement so
             ------------------
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or Optionee's representative for any time period specified
by  the  Committee  and  which  are  surrendered to the Company in good form for
transfer.  Such  shares  shall  be valued at their Fair Market Value on the date
when  the  new  Shares  are  purchased  under  the  Plan.

      (ii)   Promissory Notes.  To  the  extent that a Stock Option Agreement or
             ----------------
Stock  Purchase Agreement so provides, payment may be made all or in part with a
full  recourse promissory note executed by the Optionee or Offeree. The interest
rate  and  other  terms  and  conditions of such note shall be determined by the
Committee.  The Committee may require that the Optionee or Offeree pledge his or
her  Shares to the Company for the purpose of securing the payment of such note.
In  no event shall the stock certificate(s) representing such Shares be released
to  the  Optionee  or  Offeree  until  such  note  is  paid  in  full.

     (iii)     Cashless  Exercise.  To  the extent that a Stock Option Agreement
               ------------------
so  provides  and a public market for the Shares exists, payment may be made all
or in part by delivery (on a form prescribed by the Committee) of an irrevocable
direction  to  a  securities broker to sell shares and to deliver all or part of
the  sale  proceeds  to  the Company in payment of the aggregate Exercise Price.

     (iv)     Other  Forms  of  Payment.  To  the  extent  provided in the Stock
              -------------------------
Option  Agreement, payment may be made in any other form that is consistent with
applicable  laws,  regulations  and  rules.

     (i)     Modification,  Extension  and  Assumption  of  Options
             ------------------------------------------------------
Within  the  limitations of the Plan, the Committee may modify, extend or assume
outstanding  Options  or  may  accept  the  cancellation  of outstanding Options
(whether  granted  by  the Company or another issuer) in return for the grant of
new  Options  for  the same or a different number of Shares and at the same or a
different  Exercise  Price  or  for  other  consideration.

<PAGE>

SECTION  9.ADJUSTMENT  OF  SHARES.
---------------------------------

     (a)     General
             -------
In  the  event  of  a  subdivision  of the outstanding Stock, a declaration of a
dividend  payable  in  Shares, a combination or consolidation of the outstanding
Stock  into a lesser number of Shares, a recapitalization, a reclassification or
a  similar occurrence, the Committee shall make appropriate adjustments, subject
to  the  limitations set forth in Section 9(c), in one or more of (i) the number
of Shares available for future Awards under Section 5, (ii) the number of Shares
covered  by  each outstanding Option or Purchase Agreement or (iii) the Exercise
Price  or  Purchase  Price  under  each  outstanding  Option  or  Stock Purchase
Agreement.

     (b)     Reorganizations
             ---------------
In  the  event  that  the  Company  is  a  party  to a merger or reorganization,
outstanding  Options  shall  be  subject  to  the  agreement  of  merger  or
reorganization, provided however, that the limitations set forth in Section 9(c)
shall  apply.

     (c)     Reservation  of  Rights
             -----------------------
Except  as  provided  in this Section 9, an Optionee or an Offeree shall have no
rights  by  reason of (i) any subdivision or consolidation of shares of stock of
any  class,  (ii)  the  payment  of  any dividend or (iii) any other increase or
decrease in the number of shares of stock of any class. Any issue by the Company
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, Exercise Price or Purchase Agreement of Shares
subject to an Option or Stock Purchase Agreement. The grant of an Award pursuant
to  the  Plan  shall  not affect in any way the right or power of the Company to
make  adjustments,  reclassifications, reorganizations or changes of its capital
or  business  structure, to merge or consolidate or to dissolve, liquidate, sell
or  transfer  all  or  any  part  of  its  business  or  assets.

SECTION  10.WITHHOLDING  TAXES.
------------------------------

     (a)     General
             -------
To  the  extent  required  by applicable federal, state, local or foreign law, a
Participant  or his or her successor shall make arrangements satisfactory to the
Committee  for the satisfaction of any withholding tax obligations that arise in
connection  with the Plan. The Company shall not be required to issue any Shares
or  make  any  cash payment under the Plan until such obligations are satisfied.

     (b)     Share  Withholding
             ------------------
The  Committee  may  permit  a  Participant to satisfy all or part of his or her
withholding  or  income  tax obligations by having the Company withhold all or a
portion  of  any  Shares  that  otherwise  would  be  issued to him or her or by
surrendering  all or a portion of any Shares that he or she previously acquired.
Such  Shares  shall  be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by assigning Shares to
the  Company may be subject to restrictions, including any restrictions required
by  rules  of  any  federal  or  state  regulatory  body  or  other  authority.

     (c)     Cashless  Exercise/Pledge
             -------------------------
The Committee may provide that if Company Shares are publicly traded at the time
of  exercise,  arrangements  may  be  made  to  meet  the Optionee's withholding
obligation  by  cashless  exercise  or  pledge.

     (d)     Other  Forms  of  Payment
             -------------------------
The  Committee  may  permit  such  other means of tax withholding as it deems
appropriate.

<PAGE>

SECTION  11.ASSIGNMENT  OR  TRANSFER  OF  AWARDS.
------------------------------------------------

     (a)     General
             -------
An  Award  granted  under the Plan shall not be anticipated, assigned, attached,
garnished,  optioned,  transferred  or  made  subject to any creditor's process,
whether voluntarily, involuntarily or by operation of law, except as approved by
the Committee. Notwithstanding the foregoing, ISOs may not be transferable. Also
notwithstanding  the  foregoing,  Offerees  and Optionees may not transfer their
rights  hereunder except by will, beneficiary designation or the laws of descent
and  distribution.

     (b)     Trusts
             ------
Neither  this  Section  11  nor any other provision of the Plan shall preclude a
Participant  from transferring or assigning Restricted Shares to (a) the trustee
of  a trust that is revocable by such Participant alone, both at the time of the
transfer  or  assignment and at all times thereafter prior to such Participant's
death,  or  (b)  the  trustee  of  any other trust to the extent approved by the
Committee  in  writing.  A transfer or assignment of Restricted Shares from such
trustee to any other person than such Participant shall be permitted only to the
extent  approved  in  advance by the Committee in writing, and Restricted Shares
held by such trustee shall be subject to all the conditions and restrictions set
forth  in  the  Plan  and  in  the  applicable Stock Award Agreement, as if such
trustee  were  a  party  to  such  Agreement.

SECTION  12.LEGAL  REQUIREMENTS.
-------------------------------

     Shares  shall not be issued under the Plan unless the issuance and delivery
of  such Shares complies with (or is exempt from) all applicable requirements of
law,  including (without limitation) the Securities Act of 1933, as amended, the
rules  and  regulations  promulgated  thereunder,  state  securities  laws  and
regulations,  and  the  regulations of any stock exchange on which the Company's
securities  may  then  be  listed.

SECTION  13.NO  EMPLOYMENT  RIGHTS.
----------------------------------

     No  provision  of the Plan, nor any right or Option granted under the Plan,
shall  be construed to give any person any right to become, to be treated as, or
to  remain  an  Employee.  The Company and its Subsidiaries reserve the right to
terminate  any  person's  Service  at  any  time  and  for  any  reason.

SECTION  14.DURATION  AND  AMENDMENTS.
-------------------------------------

     (a)     Term  of  the  Plan
             -------------------
The  Plan,  as  set  forth  herein,  shall  become  effective on the date of its
adoption  by  the  Board  of Directors, subject to the approval of the Company's
shareholders. In the event that the shareholders fail to approve the Plan within
twelve  (12)  months  after  its  adoption by the Board of Directors, any grants
already  made  shall  be  null  and void, and no additional grants shall be made
after such date. The Plan shall terminate automatically ten (10) years after its
adoption  by  the  Board  of Directors and may be terminated on any earlier date
pursuant  to  Subsection  (b)  below.

     (b)     Right  to  Amend  or  Terminate  the  Plan
             ------------------------------------------
The  Board  of  Directors  may amend the Plan at any time and from time to time.
Rights and obligations under any right or Option granted before amendment of the
Plan  shall not be materially altered, or impaired adversely, by such amendment,
except  with  consent  of the person to whom the right or Option was granted. An
amendment  of  the  Plan  shall  be  subject  to  the  approval of the Company's
shareholders  only  to  the  extent  required by applicable laws, regulations or
rules  including  the  rules  of  any  applicable  exchange.

<PAGE>

     (c)     Effect  of  Amendment  or  Termination
             --------------------------------------
No  Shares shall be issued or sold under the Plan after the termination thereof,
except  upon  exercise  of  an  Option  granted  prior  to such termination. The
termination  of  the Plan, or any amendment thereof, shall not affect any Shares
previously  issued  or  any  Option  previously  granted  under  the  Plan.

<PAGE>