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                                                                    EXHIBIT 10.4




                        BIG 5 SPORTING GOODS CORPORATION

                            2002 STOCK INCENTIVE PLAN

1. Purposes of the Plan.  The purposes of this Plan are:

        (a) to attract and retain the best available personnel for positions of
substantial responsibility,

        (b) to provide additional incentive to selected key Employees,
Consultants and Directors, and

        (c) to promote the success of the Company's business.

2. Definitions. For the purposes of this Plan, the following terms will have the
following meanings:

        (a) "ADMINISTRATOR" means the Board or any of its Committees that
administer the Plan, in accordance with Section 4.

        (b) "APPLICABLE LAWS" means the legal requirements relating to the
administration of and issuance of securities under stock incentive plans,
including, without limitation, the requirements of state corporations law,
federal and state securities law, federal and state tax law, and the
requirements of any stock exchange or quotation system upon which the Shares may
then be listed or quoted. For all purposes of this Plan, references to statutes
and regulations shall be deemed to include any successor statutes and
regulations, to the extent reasonably appropriate as determined by the
Administrator.

        (c) "BOARD" means the Board of Directors of the Company.

        (d) "CAUSE" shall have the meaning set forth in an Optionee's employment
or consulting agreement with the Company (if any), or if not defined therein,
shall mean (i) acts or omissions by the Optionee which constitute intentional
material misconduct or a knowing violation of a material policy of the Company
or any of its subsidiaries, (ii) the Optionee personally receiving a benefit in
money, property or services from the Company or any of its subsidiaries or from
another person dealing with the Company or any of its subsidiaries, in material
violation of applicable law or Company policy, (iii) an act of fraud,
conversion, misappropriation, or embezzlement by the Optionee or his conviction
of, or entering a guilty plea or plea of no contest with respect to, a felony,
or the equivalent thereof (other than DUI), or (iv) any material misuse or
improper disclosure of confidential or proprietary information of the Company.

        (e) "CODE" means the Internal Revenue Code of 1986, as amended. For all
purposes of this Plan, references to Code sections shall be deemed to include
any successor Code sections, to the extent reasonably appropriate as determined
by the Administrator.

        (f) "COMMITTEE" means a Committee appointed by the Board in accordance
with Section 4.


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        (g) "COMMON STOCK" means the common stock, $0.01 par value per share, of
the Company.

        (h) "COMPANY" means Big 5 Sporting Goods Corporation, a Delaware
corporation.

        (i) "CONSULTANT" means any natural person, including an advisor, engaged
by the Company or a Parent or Subsidiary to render bona fide services and who is
compensated for such services; provided, however, that the term "Consultant"
does not include (i) Employees or (ii) Directors who are paid only a director's
fee by the Company or who are not compensated by the Company for their services
as Directors. Notwithstanding the foregoing, "Consultant" shall not include an
individual who provides services in connection with the offer and sale of
securities in a capital-raising transaction or services that directly or
indirectly promote or maintain a market for the Company's securities.

        (j) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means
that the employment, director or consulting relationship is not interrupted or
terminated by the Company, any Parent or Subsidiary, or by the Employee,
Director or Consultant. Continuous Status as an Employee, Director or Consultant
will not be considered interrupted in the case of: (i) any leave of absence
approved by the Board, including sick leave, military leave, or any other
personal leave, provided, however, that for purposes of Incentive Stock Options,
any such leave may not exceed 90 days, unless reemployment upon the expiration
of such leave is guaranteed by contract (including certain Company policies) or
statute; or (ii) transfers between locations of the Company or between the
Company, its Parent, its Subsidiaries or its successor.

        (k) "DIRECTOR" means a member of the Board.

        (l) "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

        (m) "EMPLOYEE" means any person, including Officers and Directors
employed as a common law employee by the Company or any Parent or Subsidiary of
the Company. Neither service as a Director nor payment of a director's fee by
the Company will be sufficient, in and of itself, to constitute "employment" by
the Company.

        (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

        (o) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:

                (i)     If the Common Stock is listed on any established stock
                        exchange or a national market system, including without
                        limitation, NASDAQ's National Market, the Fair Market
                        Value of a Share of Common Stock will be the closing
                        sales price for such stock (or the closing bid, if no
                        sales are reported) as quoted on that system or exchange
                        (or the system or exchange with the greatest volume of
                        trading in Common Stock) on the last market trading day
                        prior to the day of determination, as reported in The
                        Wall Street Journal or any other source the
                        Administrator considers reliable.



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                (ii)    If the Common Stock is quoted on the NASDAQ system (but
                        not on NASDAQ's National Market) or is regularly quoted
                        by recognized securities dealers but selling prices are
                        not reported, the Fair Market Value of a Share of Common
                        Stock will be the mean between the high bid and low
                        asked prices for the Common Stock on the last market
                        trading day prior to the day of determination, as
                        reported in The Wall Street Journal or any other source
                        the Administrator considers reliable.

                (iii)   If the Common Stock is not traded as set forth above,
                        the Fair Market Value will be determined in good faith
                        by the Administrator with reference to the earnings
                        history, book value and prospects of the Company in
                        light of market conditions generally, and any other
                        factors the Administrator considers appropriate, such
                        determination by the Administrator to be final,
                        conclusive and binding.

        (p) "FAMILY MEMBER" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Optionee's household (other than a tenant or employee), a trust in which these
persons (or the Optionee) control the management of assets, and any other entity
in which these persons (or the Optionee) own more than fifty percent of the
voting interests.

        (q) "GRANT NOTICE" shall mean a written notice evidencing certain terms
and conditions of an individual Option grant. The Grant Notice is part of the
Option Agreement.

        (r) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

        (s) "NASDAQ" means the Nasdaq Stock Market.

        (t) "NONQUALIFIED STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

        (u) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

        (v) "OPTION" means a stock option granted under this Plan.

        (w) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement is subject to the terms and conditions of this Plan.

        (x) "OPTION EXCHANGE PROGRAM" means a program in which outstanding
Options are surrendered in exchange for Options with a lower exercise price.

        (y) "OPTIONED STOCK" means the Common Stock subject to an Option.



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        (z) "OPTIONEE" means an Employee, Consultant or Director who holds an
outstanding Option.

        (aa) "PARENT" means a "parent corporation" with respect to the Company,
whether now or later existing, as defined in Section 424(e) of the Code.

        (bb) "PLAN" means this 2002 Stock Incentive Plan.

        (cc) "SECTION" means, except as otherwise specified, a section of this
Plan.

        (dd) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 14.

        (ee) "SUBSIDIARY" means a "subsidiary corporation" with respect to the
Company, whether now or later existing, as defined in Section 424(f) of the
Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the
Plan, the maximum aggregate number of Shares which may be issued under the Plan
will initially be 3,645,000 Shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.

        If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
Shares that were not purchased which were subject thereto will become available
for future grant under the Plan (unless the Plan has terminated). If the Company
reacquires Shares which were issued pursuant to the exercise of an Option,
however, those reacquired Shares will not be available for future grant under
the Plan.

4. Administration of the Plan.

        (a) Procedure.

                (i)     Composition of the Administrator. The Plan will be
                        administered by (A) the Board, or (B) a Committee
                        designated by the Board, which Committee will be
                        constituted to satisfy Applicable Laws. Once appointed,
                        a Committee will serve in its designated capacity until
                        otherwise directed by the Board. The Board may increase
                        the size of the Committee and appoint additional
                        members, remove members (with or without cause) and
                        substitute new members, fill vacancies (however caused),
                        and remove all members of the Committee and thereafter
                        directly administer the Plan. Notwithstanding the
                        foregoing, unless the Board expressly resolves to the
                        contrary, from and after such time as the Company is
                        registered pursuant to Section 12 of the Exchange Act,
                        the Plan will be administered only by a Committee, which
                        will then consist solely of persons who are both
                        "non-employee directors" within the meaning of Rule
                        16b-3 promulgated under the Exchange Act and "outside
                        directors" within the meaning of Section 162(m) of the
                        Code; provided, however, the failure of the Committee to
                        be composed solely of individuals who


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                        are both "non-employee directors" and "outside
                        directors" shall not render ineffective or void any
                        awards or grants made by, or other actions taken by,
                        such Committee.

                (ii)    Multiple Administrative Bodies. The Plan may be
                        administered by different bodies with respect to
                        Directors, Officers who are not Directors, and Employees
                        and Consultants who are neither Directors nor Officers.

        (b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to that Committee, the Administrator will have the authority, in its
discretion:

                (i)     to determine the Fair Market Value of the Common Stock,
                        in accordance with Section 2(o);

                (ii)    to select the Consultants, Employees or Directors to
                        whom Options may be granted;

                (iii)   to determine whether and to what extent Options are
                        granted, and whether Options are intended as Incentive
                        Stock Options or Nonqualified Stock Options;

                (iv)    to determine the number of Shares to be covered by each
                        Option granted;

                (v)     to approve forms of Grant Notices, Option Agreements and
                        other documents under the Plan;

                (vi)    to determine the terms and conditions, not inconsistent
                        with the terms of this Plan, of any grant of Options,
                        including, but not limited to, (A) the Options' exercise
                        price, (B) the time or times when Options may be
                        exercised, which may be based on performance criteria or
                        other reasonable conditions such as Continuous Status as
                        an Employee, Director or Consultant, (C) any vesting
                        acceleration or waiver of forfeiture restrictions, and
                        any restriction or limitation regarding any Option or
                        Optioned Stock, based in each case on factors that the
                        Administrator determines in its sole discretion,
                        including but not limited to a requirement subjecting
                        the Optioned Stock to (i) certain restrictions on
                        transfer (including without limitation a prohibition on
                        transfer for a specified period of time and/or a right
                        of first refusal in favor of the Company), and (ii) a
                        right of repurchase in favor of the Company upon
                        termination of the Optionee's Continuous Status as an
                        Employee, Director or Consultant;

                (vii)   to determine whether, to what extent and under what
                        circumstances Common Stock and other amounts payable
                        with respect to a grant of Options under this Plan will
                        be deferred either automatically or at the



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                        election of the participant (including providing for and
                        determining the amount, if any, of any deemed earnings
                        on any deferred amount during any deferral period);

                (viii)  to reduce the exercise price of any Option to the Fair
                        Market Value at the time of the reduction, if the Fair
                        Market Value of the Common Stock covered by that Option
                        has declined since the date it was granted;

                (ix)    to construe and interpret the terms of this Plan;

                (x)     to prescribe, amend, and rescind rules and regulations
                        relating to the administration of this Plan;

                (xi)    to modify or amend each Option, subject to Section
                        16(c);

                (xii)   to authorize any person to execute on behalf of the
                        Company any instrument required to effect the grant of
                        an Option previously granted by the Administrator;

                (xiii)  to institute an Option Exchange Program;

                (xiv)   to accelerate the vesting or exercisability of an
                        Option;

                (xv)    to determine the terms and restrictions applicable to
                        Options; and

                (xvi)   to make all other determinations it considers necessary
                        or advisable for administering this Plan.

        (c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations will be final and binding on all holders of
Options.

5. Eligibility. Options granted under this Plan may be Incentive Stock Options
or Nonqualified Stock Options, as determined by the Administrator at the time of
grant. Nonqualified Stock Options may be granted to Employees, Consultants and
Directors. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee, Consultant or Director who has been granted an
Option may be granted additional Options.

6. Limitations on Grants of Incentive Stock Options. Each Option will be
designated in the Grant Notice as either an Incentive Stock Option or a
Nonqualified Stock Option. However, notwithstanding such designations, if the
Shares subject to an Optionee's Incentive Stock Options (granted under all plans
of the Company or any Parent or Subsidiary), which become exercisable for the
first time during any calendar year, have a Fair Market Value in excess of
$100,000, the Options accounting for this excess will be treated as Nonqualified
Stock Options. For purposes of this Section 6, Incentive Stock Options will be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares will be determined as of the time of grant.



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7. Limit on Annual Grants to Individuals. From and after such time as the
Company is required to be registered pursuant to Section 12 of the Exchange Act,
no Optionee may receive grants, during any fiscal year of the Company or portion
thereof, of Options which, in the aggregate, cover more than 546,750 Shares,
subject to adjustment as provided in Section 14. If an Option expires or
terminates for any reason without having been exercised in full, the unpurchased
shares subject to that expired or terminated Option will continue to count
against the maximum numbers of shares for which Options may be granted to an
Optionee during any fiscal year of the Company or portion thereof.

8. Term of the Plan. Subject to Section 20, this Plan will become effective upon
the earlier to occur of its adoption by the Board or its approval by the
shareholders of the Company as described in Section 20. It will continue in
effect for a term of ten years unless terminated earlier under Section 16.
Unless otherwise provided in this Plan, its termination will not affect the
validity of any Option outstanding at the date of termination.

9. Term of Option. The term of each Option will be stated in the Option
Agreement; provided, however, that in no event may the term be more than ten
years from the date of grant. In addition, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent of the voting power of
all classes of capital stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option will be five years from the date of grant or
any shorter term specified in the Option Agreement.

10. Option Exercise Price and Consideration.

        (a) Exercise Price of Incentive Stock Options. The exercise price for
Shares to be issued pursuant to exercise of an Incentive Stock Option will be
determined by the Administrator; provided, however, that the per Share exercise
price will be no less than 100% of the Fair Market Value per Share on the date
of grant; and provided further that in the case of an Incentive Stock Option
granted to an Employee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent of the voting power of all classes
of capital stock of the Company or any Parent or Subsidiary, the per Share
exercise price will be no less than 110% of the Fair Market Value per Share on
the date of grant.

        (b) Exercise Price of Nonqualified Stock Options. In the case of a
Nonqualified Stock Option, the exercise price for Shares to be issued pursuant
to the exercise of any such Option will be determined by the Administrator.

        (c) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator will fix the period within which the Option may be exercised
and will determine any conditions which must be satisfied before the Option may
be exercised. Exercise of an Option may be conditioned upon performance criteria
or other reasonable conditions such as Continuous Status as an Employee,
Director or Consultant.



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        (d) Form of Consideration. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist partially or entirely of:

                (i)     cash;

                (ii)    a promissory note made by the Optionee in favor of the
                        Company;

                (iii)   other Shares which have a Fair Market Value on the date
                        of surrender equal to the aggregate exercise price of
                        the Shares as to which an Option will be exercised;

                (iv)    delivery of a properly executed exercise notice together
                        with any other documentation as the Administrator and
                        the Optionee's broker, if applicable, require to effect
                        an exercise of the Option and delivery to the Company of
                        the sale or loan proceeds required to pay the exercise
                        price; or

                (v)     any other consideration and method of payment for the
                        issuance of Shares to the extent permitted by Applicable
                        Laws.

11. Exercise of Option.

        (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder will be exercisable according to the terms of the Plan and at times
and under conditions determined by the Administrator and set forth in the Option
Agreement; provided, however, that an Option may not be exercised for a fraction
of a Share.

        An Option will be deemed exercised when the Company receives: (i)
written notice of exercise (in accordance with the Option Agreement) from the
person entitled to exercise the Option, (ii) full payment for the Shares with
respect to which the Option is exercised, and (iii) all representations,
indemnifications and documents reasonably requested by the Administrator. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and this Plan. Shares issued
upon exercise of an Option will be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the stock certificate evidencing such Shares is issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. Subject to the provisions of
Sections 13, 17, and 18, the Company will issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 14 of the
Plan. Notwithstanding the foregoing, the Administrator in its discretion may
require the Company to retain possession of any certificate evidencing Shares of
Common Stock acquired upon exercise of an Option, if those Shares remain subject
to repurchase under the provisions of the Option Agreement or any other
agreement between the Company and the Optionee, or if those Shares are
collateral for a loan or obligation due to the Company.



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        Exercising an Option in any manner will decrease the number of Shares
thereafter available, both for purposes of this Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

        (b) Termination of Employment or Consulting Relationship or
Directorship. If an Optionee holds exercisable Options on the date his or her
Continuous Status as an Employee, Director or Consultant terminates (other than
because of termination due to Cause, death or Disability), the Optionee may
exercise the Options that were vested and exercisable as of the date of
termination for a period of 90 days following such termination (or such other
period as is set forth in the Option Agreement or determined by the
Administrator). If the Optionee is not entitled to exercise his or her entire
Option at the date of such termination, the Shares covered by the unexercisable
portion of the Option will revert to the Plan. If the Optionee does not exercise
an Option within the time specified above after termination, that Option will
expire, and the Shares covered by it will revert to the Plan.

        (c) Disability of Optionee. If an Optionee holds exercisable Options on
the date his or her Continuous Status as an Employee, Director or Consultant
terminates because of Disability, the Optionee may exercise the Options that
were vested and exercisable as of the date of termination for a period of twelve
months following such termination (or such other period as is set forth in the
Option Agreement or determined by the Administrator). If the Optionee is not
entitled to exercise his or her entire Option at the date of such termination,
the Shares covered by the unexercisable portion of the Option will revert to the
Plan. If the Optionee does not exercise an Option within the time specified
above after termination, that Option will expire, and the Shares covered by it
will revert to the Plan.

        (d) Death of Optionee. If an Optionee holds exercisable Options on the
date his or her death, the Optionee's estate or a person who acquired the right
to exercise the Option by bequest or inheritance may exercise the Options that
were vested and exercisable as of the date of death for a period of twelve
months following the date of death (or such other period as is set forth in the
Option Agreement or determined by the Administrator). If the Optionee is not
entitled to exercise his or her entire Option at the date of death, the Shares
covered by the unexercisable portion of the Option will revert to the Plan. If
the Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance does not exercise an Option within the time specified
above after termination, that Option will expire, and the Shares covered by it
will revert to the Plan.

        (e) Termination for Cause. If an Optionee's Continuous Status as an
Employee, Director or Consultant is terminated for Cause, then all Options
(including any vested Options) held by Optionee shall immediately be terminated
and cancelled.

        (f) Disqualifying Dispositions of Incentive Stock Options. If Common
Stock acquired upon exercise of any Incentive Stock Option is disposed of in a
disposition that, under Section 422 of the Code, disqualifies the holder from
the application of Section 421(a) of the Code, the holder of the Common Stock
immediately before the disposition will comply with any requirements imposed by
the Company in order to enable the Company to secure the related income tax
deduction to which it is entitled in such event.



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12. Non-Transferability of Options.

        (a) No Transfer. An Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. Notwithstanding the foregoing, to the extent
that the Administrator so authorizes at the time a Nonqualified Stock Option is
granted or amended, (i) such Option may be assigned pursuant to a qualified
domestic relations order as defined by the Code, and exercised by the spouse of
the Optionee who obtained such Option pursuant to such qualified domestic
relations order, and (ii) such Option may be assigned, in whole or in part,
during the Optionee's lifetime to one or more Family Members of the Optionee.
Rights under the assigned portion may be exercised by the Family Member(s) who
acquire a proprietary interest in such Option pursuant to the assignment. The
terms applicable to the assigned portion shall be the same as those in effect
for the Option immediately before such assignment and shall be set forth in such
documents issued to the assignee as the Administrator deems appropriate.

        (b) Designation of Beneficiary. An Optionee may file a written
designation of a beneficiary who is to receive any Options that remain
unexercised in the event of the Optionee's death. If a participant is married
and the designated beneficiary is not the spouse, spousal consent will be
required for the designation to be effective. The Optionee may change such
designation of beneficiary at any time by written notice to the Administrator,
subject to the above spousal consent requirement.

        (c) Effect of No Designation. If an Optionee dies and there is no
beneficiary validly designated and living at the time of the Optionee's death,
the Company will deliver such Optionee's Options to the executor or
administrator of his or her estate, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such Options to the spouse or to any one or more
dependents or relatives of the Optionee, or if no spouse, dependent or relative
is known to the Company, then to such other person as the Company may designate.

        (d) Death of Spouse or Dissolution of Marriage. If an Optionee
designates his or her spouse as beneficiary, that designation will be deemed
automatically revoked if the Optionee's marriage is later dissolved. Similarly,
any designation of a beneficiary will be deemed automatically revoked upon the
death of the beneficiary if the beneficiary predeceases the Optionee. Without
limiting the generality of the preceding sentence, the interest in Options of a
spouse of an Optionee who has predeceased the Optionee or (except as provided in
Section 12(a) regarding qualified domestic relations orders) whose marriage has
been dissolved will automatically pass to the Optionee, and will not be
transferable by such spouse in any manner, including but not limited to such
spouse's will, nor will any such interest pass under the laws of intestate
succession.



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13. Withholding Taxes. The Company will have the right to take whatever steps
the Administrator deems necessary or appropriate to comply with all applicable
federal, state, local, and employment tax withholding requirements, and the
Company's obligations to deliver Shares upon the exercise of an Option will be
conditioned upon compliance with all such withholding tax requirements. Without
limiting the generality of the foregoing, upon the exercise of an Option, the
Company will have the right to withhold taxes from any other compensation or
other amounts which it may owe to the Optionee, or to require the Optionee to
pay to the Company the amount of any taxes which the Company may be required to
withhold with respect to the Shares issued on such exercise. Without limiting
the generality of the foregoing, the Administrator in its discretion may
authorize the Optionee to satisfy all or part of any withholding tax liability
by (a) having the Company withhold from the Shares which would otherwise be
issued on the exercise of an Option that number of Shares having a Fair Market
Value, as of the date the withholding tax liability arises, equal to or less
than the amount of the Company's withholding tax liability, or (b) by delivering
to the Company previously-owned and unencumbered Shares of the Common Stock
having a Fair Market Value, as of the date the withholding tax liability arises,
equal to or less than the amount of the Company's withholding tax liability.

14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.

        (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, if the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of the Company or a successor entity, or for other
property (including without limitation, cash), through reorganization,
recapitalization, reclassification, stock combination, stock dividend, stock
split, reverse stock split, spin off or other similar transaction, an
appropriate and proportionate adjustment will be made in the maximum number and
kind of shares as to which Options may be granted under this Plan. A
corresponding adjustment changing the number or kind of shares allocated to
unexercised Options which have been granted prior to any such change will
likewise be made. Any such adjustment in the outstanding Options will be made
without change in the aggregate purchase price applicable to the unexercised
portion of the Options but with a corresponding adjustment in the price for each
share or other unit of any security covered by the Option. Such adjustment will
be made by the Administrator, whose determination in that respect will be final,
binding, and conclusive.

        Where an adjustment under this Section 14(a) is made to an Incentive
Stock Option, the adjustment will be made in a manner which will not be
considered a "modification" under the provisions of subsection 424(h)(3) of the
Code.

        (b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, to the extent that an Option had not been
previously exercised, it will terminate immediately prior to the consummation of
such proposed dissolution or liquidation. In such instance, the Administrator
may, in the exercise of its sole discretion, declare that any Option will
terminate as of a date fixed by the Administrator and give each Optionee the
right to exercise his or her Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.



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        (c) Corporate Transaction. Upon the happening of a merger,
reorganization or sale of substantially all of the assets of the Company, the
Administrator, may, in its sole discretion, do one or more of the following: (i)
shorten the period during which Options are exercisable (provided they remain
exercisable for at least 30 days after the date notice of such shortening is
given to the Optionees); (ii) accelerate any vesting schedule to which an Option
is subject; (iii) arrange to have the surviving or successor entity or any
parent entity thereof assume the Options or grant replacement options with
appropriate adjustments in the option prices and adjustments in the number and
kind of securities issuable upon exercise or adjustments so that the Options or
their replacements represent the right to purchase the shares of stock,
securities or other property (including cash) as may be issuable or payable as a
result of such transaction with respect to or in exchange for the number of
Shares of Common Stock purchasable and receivable upon exercise of the Options
had such exercise occurred in full prior to such transaction; or (iv) cancel
Options upon payment to the Optionees in cash, with respect to each Option to
the extent then exercisable (including, if applicable, any Options as to which
the vesting schedule has been accelerated as contemplated in clause (ii) above),
of an amount that is the equivalent of the excess of the Fair Market Value of
the Common Stock (at the effective time of the merger, reorganization, sale or
other event) over the exercise price of the Option. The Administrator may also
provide for one or more of the foregoing alternatives in any particular Option
Agreement.

15. Date of Grant. The date of grant of an Option will be, for all purposes, the
date as of which the Administrator makes the determination granting such Option,
or any other, later date determined by the Administrator and specified in the
Option Agreement. Notice of the determination will be provided to each Optionee
within a reasonable time after the date of grant.

16. Amendment and Termination of the Plan.

        (a) Amendment and Termination. The Board may at any time amend, alter or
suspend or terminate the Plan.

        (b) Shareholder Approval. The Company will obtain shareholder approval
of any Plan amendment that increases the number of Shares for which Options may
be granted, or to the extent necessary and desirable to comply with Section 422
of the Code (or any successor statute) or other Applicable Laws, or the
requirements of any exchange or quotation system on which the Common Stock is
listed or quoted. Such shareholder approval, if required, will be obtained in
such a manner and to such a degree as is required by the Applicable Law or
requirement.

        (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan will impair the rights of a Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator. Any
such agreement must be in writing and signed by the Optionee and the Company.

17. Conditions Upon Issuance of Shares.

        (a) Legal Compliance. Shares will not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares will



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<PAGE>
comply with all Applicable Laws, and will be further subject to the approval of
counsel for the Company with respect to such compliance. Any securities
delivered under the Plan will be subject to such restrictions, and the person
acquiring such securities will, if requested by the Company, provide such
assurances and representations to the Company as the Company may deem necessary
or desirable to assure compliance with all Applicable Laws. To the extent
permitted by Applicable Laws, the Plan and Options granted hereunder will be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.

        (b) Investment Representation. As a condition to the exercise of an
Option , the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being acquired
only for investment and without any present intention to sell, transfer, or
distribute such Shares.

18. Liability of Company.

        (a) Inability to Obtain Authority. If the Company cannot, by the
exercise of commercially reasonable efforts, obtain authority from any
regulatory body having jurisdiction for the sale of any Shares under this Plan,
and such authority is deemed by the Company's counsel to be necessary to the
lawful issuance of those Shares, the Company will be relieved of any liability
for failing to issue or sell those Shares.

        (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by
an Option exceed, as of the date of grant, the number of Shares which may be
issued under the Plan without additional shareholder approval, that Option will
be contingent with respect to such excess Shares, unless and until shareholder
approval of an amendment sufficiently increasing the number of Shares subject to
this Plan is timely obtained in accordance with Section 16(b).

        (c) Rights of Participants and Beneficiaries. The Company will pay all
amounts payable under this Plan only to the Optionee, or beneficiaries entitled
thereto pursuant to this Plan. The Company will not be liable for the debts,
contracts, or engagements of any Optionee or his or her beneficiaries, and
rights to cash payments under this Plan may not be taken in execution by
attachment or garnishment, or by any other legal or equitable proceeding while
in the hands of the Company.

19. Reservation of Shares. The Company will at all times reserve and keep
available for issuance a number of Shares sufficient to satisfy this Plan's
requirements during its term.

20. Shareholder Approval. Continuance of this Plan will be subject to approval
by the shareholders of the Company within 12 months before or after the date of
its adoption. Such shareholder approval will be obtained in the manner and to
the degree required under Applicable Laws. Options may be granted but Options
may not be exercised prior to shareholder approval of the Plan. If any Options
are so granted and shareholder approval is not obtained within 12 months of the
date of adoption of this Plan by the Board, those Options will terminate
retroactively as of the date they were granted.



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<PAGE>
21. Legending Stock Certificates. In order to enforce any restrictions imposed
upon Common Stock issued upon exercise of an Option granted under this Plan or
to which such Common Stock may be subject, the Administrator may cause a legend
or legends to be placed on any certificates representing such Common Stock,
which legend or legends will make appropriate reference to such restrictions,
including, but not limited to, a restriction against sale of such Common Stock
for any period of time as may be required by Applicable Laws. Additionally, and
not by way of limitation, the Administrator may impose such restrictions on any
Common Stock issued pursuant to the Plan as it may deem advisable.

22. No Employment Rights. Neither this Plan nor any Option will confer upon an
Optionee any right with respect to continuing the Optionee's employment or
consulting relationship with the Company, or continuing service as a Director,
nor will they interfere in any way with the Optionee's right or the Company's
right to terminate such employment or consulting relationship or directorship at
any time, with or without cause.

23. Governing Law. The Plan will be governed by, and construed in accordance
with the laws of the State of Delaware (without giving effect to conflicts of
law principles).



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