Exhibit 4.23

                           THE 2002 STOCK OPTION PLAN
                          OF ELCOM INTERNATIONAL, INC.

                                  June 11, 2001


      Elcom International, Inc. hereby adopts a stock option plan for the
benefit of certain persons and subject to the terms and provisions set forth
below.

      1. Definitions. The following terms shall have the meanings set forth
below whenever used in this instrument:

            (a)   The word "Affiliate" shall mean any corporation or other
                  entity which controls, is controlled by, or is under common
                  control with the Company including, without limitation, any
                  Subsidiary.

            (b)   The word "Board" shall mean the Board of Directors of the
                  Company.

            (c)   The word "Code" shall mean the United States Internal Revenue
                  Code (Title 26 of the United States Code) as the same may be
                  amended from time to time.

            (d)   The word "Committee" shall mean the Compensation Committee
                  appointed by the Board, which shall consist of at least two
                  "outside directors" as such term is defined in Section 162(m)
                  of the Code, or if no such committee is appointed, the word
                  "Committee" shall mean the Board.

            (e)   The words "Common Stock" shall mean the common stock, par
                  value $.01 per share, of the Company.

            (f)   The word "Company" shall mean Elcom International, Inc., a
                  Delaware corporation, and any successor thereto that shall
                  maintain this Plan.

            (g)   The words "Incentive Stock Option" shall mean any option that
                  qualifies as an incentive stock option under the terms of
                  Section 422 of the Code.

            (h)   The words "Key Personnel" shall mean any person whose
                  performance as an employee, or independent contractor, or
                  outside Director of the Company or an Affiliate is, in the
                  judgment of the


                                       1
<PAGE>


                  Committee, important to the successful operation of the
                  Company or an Affiliate.

            (i)   The word "Optionee" shall mean any Key Personnel to whom a
                  stock option has been granted pursuant to this Plan.

            (j)   The word "Plan" shall mean 2002 Stock Option Plan of Elcom
                  International, Inc., as it was originally adopted, and as it
                  may be amended at a later date.

            (k)   The word "Subsidiary" shall have the same meaning as
                  "subsidiary corporation" under Section 424(f) of the Code.

            (l)   The words "Substantial Stockholder" shall mean any Key
                  Personnel who owns more than 10% of the total combined voting
                  power of all classes of stock of the Company. Ownership shall
                  be determined in accordance with Section 424(d) of the Code
                  and lawful applicable regulations.

      2. Purpose of the Plan. The purpose of the Plan is to provide Key
Personnel with greater incentive to serve and promote the interests of the
Company and its stockholders. The premise of the Plan is that, if such Key
Personnel acquire a proprietary interest in the business of the Company or
increase such proprietary interest as they may already hold, then the incentive
of such Key Personnel to work toward the Company's continued success will be
commensurately increased. Accordingly, the Company will, from time to time
during the effective period of the Plan, grant to such Key Personnel as may be
selected to participate in the Plan, options to purchase Common Stock on the
terms and subject to the conditions set forth in the Plan.

      3. Effective Date of the Plan. The Plan, as originally adopted, became
effective as of June 11, 2001, the date of the Board's approval and adoption of
the Plan.

      4. Administration of the Plan. The Plan shall be administered by the
Committee. Each member of the Committee shall be a "Non-Employee Director"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 or any amendment of or successor to such Rule as may be in effect from
time to time and an "outside director" within


                                       2
<PAGE>


the meaning of Section 162(m) of the Code or any amendment of or successor to
such provision as may be in effect from time to time. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all of the members, shall be acts of the Committee. The Committee may
delegate any of its authority to any other person or persons that it deems
appropriate. Subject to the terms and conditions of the Plan, and in addition to
the other authorizations granted to the Committee under the Plan, the Committee
shall have full and final authority in its absolute discretion:

            (a)   to select the Key Personnel to whom options will be granted;

            (b)   to determine the number of shares of Common Stock subject to
                  any option;

            (c)   to determine the time when options will be granted;

            (d)   to determine the option price of Common Stock subject to an
                  option, including any repricing thereof;

            (e)   to determine the time when each option may be exercised, and
                  the duration of the exercise period;

            (f)   to determine whether and to what extent an option is an
                  Incentive Stock Option; provided, however, that Incentive
                  Stock Options may only be granted to employees of the Company
                  or a Subsidiary;

            (g)   to prescribe the form of the option agreements governing the
                  options which are granted under the Plan and to set the
                  provisions of such option agreements as the Committee may deem
                  necessary or desirable provided such provisions are not
                  contrary to the terms and conditions of either the Plan or,
                  where the option is an Incentive Stock Option, Section 422 of
                  the Code;

            (h)   to adopt, amend and rescind such rules and regulations as, in
                  the Committee's opinion, may be advisable in the
                  administration of the Plan; and

            (i)   to construe and interpret the Plan, the rules and regulations
                  and the instruments evidencing options granted under the Plan
                  and to make


                                       3
<PAGE>


                  all other determinations deemed necessary or advisable for the
                  administration of the Plan.

Any decision made or action taken by the Committee in connection with the
administration, interpretation, and implementation of the Plan and of its rules
and regulations, shall, to the extent permitted by law, be conclusive and
binding upon all Optionees and upon any person claiming under or through such an
Optionee. Neither the Committee nor any of its members shall be liable for any
act taken by the Committee pursuant to the Plan. No member of the Committee
shall be liable for the act of any other member.

      5. Persons Eligible for Options. Subject to the restrictions herein
contained, options may be granted from time to time in the discretion of the
Committee only to Key Personnel designated by the Committee; provided, that any
Key Personnel who renounces in writing any right he may have to receive stock
options under the Plan shall not be eligible to receive any stock options under
the Plan. The Committee may grant more than one option to the same Key
Personnel. Notwithstanding the foregoing, no options may be granted to any
executive officer of the Company who either was a CEO during the last completed
fiscal year or was one of the four most highly compensated executive officers of
the Company at the end of the last completed fiscal year (as such positions are
defined in Item 402 of Regulation S-K promulgated by the United States
Securities and Exchange Commission), unless and until such time as the
stockholders of the Company have approved, adopted and ratified this Plan.

      6. Shares Subject to the Plan. Subject to the provisions of the next
succeeding provisions of this Section 6, the aggregate number of shares of
Common Stock for which options may be granted under the Plan shall be one
million eight hundred thousand (1,800,000) shares of Common Stock. The maximum
number of shares of Common Stock for which options may be granted under the Plan
to any one Key Personnel in any one fiscal year of the Company is 250,000,


                                       4
<PAGE>


subject to the other provisions of this Section 6. Either treasury or authorized
and unissued shares of Common Stock, or both, in such numbers, within the
maximum limit of the Plan, as the Committee shall from time to time determine,
may be so issued. All shares of Common Stock that are the subject of any lapsed,
expired or terminated options may be made available for reoffering under the
Plan to any Key Personnel. In addition, any shares of Common Stock that are
retained to satisfy an Optionee's withholding tax obligations or that are
transferred to the Company by an Optionee, in accordance with the provisions of
Section 7(d), to satisfy such obligations or to pay all or any portion of the
option price in accordance with the terms of the Plan, may be made available for
reoffering under the Plan to any Key Personnel. If an option granted under this
Plan is exercised, any shares of Common Stock that are the subject thereof shall
not thereafter be available for reoffering under the Plan, except in accordance
with the preceding sentence.

      In the event that subsequent to the date of adoption of the Plan by the
Board, the outstanding shares of Common Stock are, as a result of a stock split,
stock dividend, combination or exchange of shares, exchange for other
securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or other such change, including without
limitation any transaction described in Section 424(a) of the Code, increased or
decreased or changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company, then (i) there shall automatically
be substituted for each share of Common Stock subject to an unexercised option
granted under the Plan and each share of Common Stock available for additional
grants of options under the Plan the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock shall be divided or
exchanged, (ii) the option price per share of Common Stock or unit of securities
shall be increased or decreased proportionately so that the aggregate purchase
price for the securities subject to the option shall remain the same as


                                       5
<PAGE>


immediately prior to such event, and (iii) the Committee shall make such other
adjustments to the securities subject to options, the provisions of the Plan,
and option agreements as may be appropriate, equitable and in compliance with
the provisions of Section 424(a) of the Code to the extent applicable and any
such adjustment shall be final, binding and conclusive as to each Optionee. Any
such adjustment shall provide for the elimination of fractional shares.

      7. Option Provisions.

            (a) Option Price. The option price per share of Common Stock that is
the subject of an Incentive Stock Option shall be determined by the Committee at
the time of grant but shall not be less than one hundred percent (100%) of the
fair market value of a share of Common Stock on the date the option is granted;
provided, however, that if any Key Personnel to whom an Incentive Stock Option
is granted is, at the time of the grant, a Substantial Stockholder, the option
price per share of Common Stock shall be determined by the Committee but shall
not be less than one hundred ten percent (110%) of the fair market value of a
share of Common Stock on the date the option is granted. The option price per
share of Common Stock under each option granted pursuant to the Plan that is not
an Incentive Stock Option shall be determined by the Committee at the time of
grant. Fair market value shall mean, as of any particular date, (i) the average
of the high and low sale prices per share of the Common Stock as reported on the
principal stock exchange on which the Common Stock is then trading, if any, or,
if, applicable, The Nasdaq Stock Market, on such day, or if there are no sales
on such day, on the next preceding trading day during which a sale occurred, or
(ii) if clause (i) does not apply because the Common Stock is not then trading
on a stock exchange or The Nasdaq Stock Market, the fair market value of a share
of Common Stock as determined by the Committee. The day on which the Committee
approves the


                                       6
<PAGE>


granting of an option shall be deemed for all purposes hereunder the date on
which the option is granted, unless another effective date for such grant is
specified by the Committee.

            (b) Period of Option. The Committee shall determine when each option
is to expire but no option shall be exercisable after ten (10) years have
elapsed from the date upon which the option is granted; provided, however, that
no Incentive Stock Option granted to a person who is a Substantial Stockholder
at the time of the grant of such option shall be exercisable after five (5)
years have elapsed from the date upon which the option is granted.

            (c) Transferability of Options. Except as provided in this
subsection (c), no option granted under this Plan shall be transferable by an
Optionee other than by will or the laws of descent and distribution, and options
shall be exercisable during an Optionee's lifetime only by the Optionee or, in
the event of the Optionee's legal incapacity, by his guardian or legal
representative acting in a fiduciary capacity on behalf of the grantee under
state law. The Committee may expressly provide in an option agreement or other
written form of consent that an Optionee may transfer an option which is not an
Incentive Stock Option to his spouse or lineal descendants ("Family Members"),
or a trust for the exclusive benefit of the Optionee and/or Family Members, or a
partnership or other entity affiliated with the Optionee that may be approved by
the Committee. Subsequent transfers of any such option shall be prohibited
except in accordance with the preceding sentence. All terms and conditions of
any such option agreement, including provisions relating to the termination of
the Optionee's employment or service with the Company and its Affiliates, shall
continue to apply following a transfer made in accordance with this subsection
(c).

            (d) Conditions Governing Exercise of Option. The Committee may, in
its absolute discretion, either require that, prior to the exercise of any
option granted hereunder, the


                                       7
<PAGE>


Optionee shall have been an employee or independent contractor for a specified
period of time after the date such option was granted, or make any option
granted hereunder immediately exercisable. Each option shall be subject to such
additional or different restrictions or conditions with respect to the time and
method of exercise as shall be prescribed by the Committee. Upon satisfaction of
any such conditions, the option may be exercised in whole or in part at any time
during the option period. Options shall be exercised by the Optionee (i) giving
written notice to the Company of the Optionee's exercise of the option
accompanied by full payment of the purchase price either in cash or, with the
consent of the Committee (which may be included in the option agreement), in
whole or in part in shares of Common Stock, by delivery to the Company of shares
of Common Stock that have been already owned by the Optionee for at least six
months, having a fair market value on the date the option is exercised equal to
that portion of the purchase price for which payment in cash is not made, and
(ii) making appropriate arrangements acceptable to the Company (which may be
included in the option agreement) with respect to income tax withholding, as
required, which arrangements may include, at the absolute discretion of the
Committee, in lieu of other withholding arrangements, (a) the Company
withholding from issuance to the Optionee such number of shares of Common Stock
otherwise issuable upon exercise of the option as the Company and the Optionee
may agree for the minimum required withholdings, or (b) the Optionee's delivery
to the Company of shares of Common Stock having a fair market value on the date
the option is exercised equal to that portion of the withholding obligation for
which payment in cash is not made. Certain dissolutions or liquidations of the
Company or, unless the provisions of the option agreement provide otherwise,
mergers or consolidations in which the Company is not the surviving corporation,
may, but need not, cause each outstanding option to terminate, provided, that
each Optionee may have the right during the period, if and only to the extent
prescribed in the option


                                       8
<PAGE>


agreement, prior to such dissolution or liquidation, or merger or consolidation
in which the Company is not the surviving corporation, to exercise the then
exercisable portion of his or her option in whole or in part without regard to
any other limitations contained in the Plan or the option agreement. Additional
provisions with respect to acquisitions, mergers, liquidations or dissolutions
may be set forth in the option agreement.

            (e) Termination of Employment, Etc. If an Optionee ceases to be an
employee and/or outside Director and/or independent contractor of the Company
and all Affiliates, then the Committee shall have absolute discretion to
establish, in the option agreement or otherwise, the restrictions on the
exercisability of options granted hereunder. An Optionee's employment shall not
be deemed to have terminated while he is on a military, sick or other bona fide
approved leave of absence from the Company or an Affiliate as such a leave of
absence is described in Section 1.421-7(h) of the Federal Income Tax Regulations
or any lawful successor regulations thereto. If the stock option is an Incentive
Stock Option, no option agreement shall:

            (i)   permit any Optionee to exercise any Incentive Stock Option
                  more than three (3) months after the date the Optionee ceased
                  to be employed by the Company and all Subsidiaries if the
                  reason for the Optionee's cessation of employment was other
                  than his death or his disability (as such term is defined by
                  Section 22(c)(3) of the Code); or

            (ii)  permit any Optionee to exercise any Incentive Stock Option
                  more than one (1) year after the date the Optionee ceased to
                  be employed by the Company and all Subsidiaries if the reason
                  for the Optionee's cessation of employment was the Optionee's
                  disability (as such term is defined by Section 22(c)(3) of the
                  Code); or

            (iii) permit any person to exercise any Incentive Stock Option more
                  than one (1) year after the date the Optionee ceased to be
                  employed by the Company and all Subsidiaries if either (A) the
                  reason for the Optionee's cessation of employment was his
                  death or (B) the Optionee died within three (3) months after
                  ceasing to be employed by the Company and all Subsidiaries;


                                       9
<PAGE>


provided, however, unless the option agreement contains differing provisions
with respect to the vesting and exercisability of options upon a termination
without "cause", which provisions shall supercede the provisions contained
herein, if an Optionee's cessation of employment (for reason other than death or
disability) was by reason of a termination without "cause", as such term shall
be defined in the option agreement, then that portion of any option granted to
the Optionee that is exercisable on the date of such termination, may remain
exercisable for a one hundred eighty (180) day period commencing on the date of
such termination without "cause" and that portion of any option granted to the
Optionee that is not exercisable on the date of such termination, shall become
immediately exercisable and may remain exercisable for a one-hundred eighty
(180) day period commencing on the date of such termination; and provided,
however, to the extent that an option agreement does not supercede the
provisions contained in this Section 7(e) and permits exercise of an option
within ninety (90) or more days following the commencement of a termination
without "cause", any option that is an Incentive Stock Option must be exercised
in full within ninety (90) days after the commencement of the termination
without "cause" or such Option will no longer qualify as an Incentive Stock
Option and shall thereafter be, and receive the tax treatment applicable to, a
non-qualified stock option. If any option is by terms of the option agreement
exercisable following the Optionee's death, then such option shall be
exercisable by the Optionee's estate, or the person designated in the Optionee's
Last Will and Testament, or the person to whom the option was transferred by the
applicable laws of descent and distribution or by approval of the Committee.

            (f) Termination of Stock Options Under Certain Circumstances. The
Committee may cancel any unexpired stock options at any time if the Optionee is
not in compliance with all applicable provisions of this Plan or with any stock
option agreement entered into pursuant to this Plan, or if the Optionee, without
the prior written consent of the Company, engages in any of


                                       10
<PAGE>


the following activities: (i) renders services for an organization, or engages
in a business, that is, in the judgment of the Committee, in competition with
the Company or an Affiliate, or (ii) discloses to anyone outside of the Company
and the Affiliates, or uses for any purpose other than the business of the
Company or an Affiliate, any confidential information or material relating to
the Company or an Affiliate, whether acquired by the Optionee during or after
employment with the Company or an Affiliate, in a fashion or with a result that
the Committee, in its judgment, deems is or may be injurious to the best
interests of the Company or an Affiliate. The Committee may, in its discretion
and as a condition to the exercise of a stock option, require an Optionee to
acknowledge in writing that he is in compliance with all applicable provisions
of this Plan and any stock option agreement entered into in connection with this
Plan and has not engaged in any activities referred to in clauses (i) and (ii)
of this Section 7(f).

            (g) Limitations on Grant of Incentive Stock Options. In no event may
Incentive Stock Options be granted hereunder to any person other than an
employee of the Company or an Affiliate. In respect of any individual Optionee,
the aggregate fair market value of the shares of Common Stock (determined as of
the date the respective Incentive Stock Options were granted) that are subject
to Incentive Stock Options that first become exercisable during any particular
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). Options that are not Incentive Stock Options shall not be subject to
the limitations described in the preceding sentence and shall not be counted
when applying such limitation.

            (h) Prohibition of Alternative Options. It is intended that Key
Personnel who are employees may be granted, simultaneously or from time to time,
Incentive Stock Options or other stock options, but no eligible Key Personnel
shall be granted alternative rights in Incentive


                                       11
<PAGE>


Stock Options and other stock options so as to prevent options granted as
Incentive Stock Options from qualifying as such within the meaning of Section
422 of the Code.

            (i) Waiver by Committee of Conditions Governing Exercise of Option.
The Committee may, in its sole discretion, waive, alter or amend any
restrictions or conditions set forth in an option agreement concerning an
Optionee's right to exercise any option and/or the time and method of exercise.

      8. Amendments to the Plan. The Committee is authorized to interpret the
Plan and from time to time adopt any rules and regulations for carrying out the
Plan that it may deem advisable. Subject to the approval of the Board, the
Committee may at any time amend, modify, suspend or terminate the Plan. In no
event, however, without the approval of the Company's stockholders, shall any
action of the Committee or the Board result in:

            (a)   amending, modifying or altering the eligibility requirements
                  provided in Section 5 hereof; or

            (b)   increasing or decreasing, except as provided in Section 6
                  hereof, the maximum number of shares for which options may be
                  granted; or

            (c)   decreasing the minimum option price per share at which options
                  may be granted under the Plan, as provided in Section 7(a)
                  hereof; or

            (d)   extending the date on which the Plan shall terminate as
                  provided in Section 11 hereof; or

            (e)   changing the requirements relating to the Committee;

except as necessary to conform the Plan and/or the option agreements to changes
in the Code or other governing law. No option may be granted during any
suspension of this Plan or after this Plan has terminated and no amendment,
suspension or termination shall, without the Optionee's consent, alter or impair
any of the rights or obligations under an option theretofore granted to such
Optionee under this Plan.


                                       12
<PAGE>


      9. Investment Representation, Approvals and Listing. The Committee may
condition its grant of any option hereunder (or any transfer allowed in its
discretion) upon receipt of an investment representation from the Optionee,
which shall be substantially similar to the following:

            "Optionee agrees that any shares of Common Stock of Elcom
      International, Inc. that may be acquired by virtue of the exercise of this
      option shall be acquired for investment purposes only and not with a view
      to distribution or resale; provided, however, that this restriction shall
      become inoperative in the event the shares of Common Stock of Elcom
      International, Inc. that are subject to this option shall be registered
      under the Securities Act of 1933, as amended, for issuance to the Optionee
      or in the event there is presented to Elcom International, Inc. an opinion
      of counsel or other evidence, in either case, satisfactory to Elcom
      International, Inc. and/or its counsel to the effect that the offer and
      sale of the shares of Common Stock of Elcom International, Inc. that are
      subject to this option may lawfully be made without registration under the
      Securities Act of 1933, as amended."

The Company shall not be required to issue any certificates for shares of Common
Stock upon the exercise of an option granted under the Plan prior to (i)
obtaining any approval from any governmental agency which the Committee shall,
in its sole discretion, determine to be necessary or advisable, (ii) the
admission of such shares to listing on any national securities exchange or The
Nasdaq Stock Market on which the shares of Common Stock may be listed, (iii)
completion of any registration or other qualification of the shares of Common
Stock under any state or federal law or ruling or regulations of any
governmental body which the Committee shall, in its sole discretion, determine
to be necessary or advisable, or the determination by the Committee, in its sole
discretion, that any registration or other qualification of the shares of Common
Stock is not necessary or advisable, and (iv) obtaining an investment
representation from the Optionee in the form set forth above or in such other
form as the Committee, in its sole discretion, shall determine to be adequate.

       10. General Provisions.


                                       13
<PAGE>


            (a) Option Agreements Need Not Be Identical. The form and substance
of option agreements, whether granted at the same or different times, need not
be identical.

            (b) No Right To Be Employed, Etc. Nothing in the Plan or in any
option agreement shall confer upon any Optionee any right to continue in the
employ of the Company or an Affiliate, or to serve as a member of the Board or
as an independent contractor, or to be entitled to receive any remuneration or
benefits not set forth in the Plan or such option agreement, or to interfere
with or limit either the right of the Company or an Affiliate to terminate the
employment of, or independent contractor relationship with, such Optionee at any
time or the right of the stockholders of the Company to remove him as a member
of the Board with or without cause.

            (c) Optionee Does Not Have Rights Of Stockholder. Nothing contained
in the Plan or in any option agreement shall be construed as entitling any
Optionee to any rights of a stockholder as a result of the grant of an option
until such time as shares of Common Stock are actually issued to such Optionee
pursuant to the exercise of an option.

            (d) Successors In Interest. The Plan shall be binding upon the
successors and assigns of the Company.

            (e) No Liability Upon Distribution of Shares. The liability of the
Company under the Plan and any distribution of shares of Common Stock made
hereunder is limited to the obligations set forth herein with respect to such
distribution and no term or provision of the Plan shall be construed to impose
any liability on the Company or the Committee in favor of any person with
respect to any loss, cost or expense which the person may incur in connection
with or arising out of any transaction in connection with the Plan, including,
but not limited to, any liability to any Federal, state or local tax authority
and/or any securities regulatory authority.


                                       14
<PAGE>


            (f) Taxes. Appropriate provisions shall be made for all taxes
required to be withheld and/or paid in connection with the options or the
exercise thereof, and the transfer of Common Stock pursuant thereto, under the
applicable laws or other regulations of any governmental authority, whether
Federal, state or local and whether domestic or foreign.

            (g) Use of Proceeds. The cash proceeds received by the Company from
the issuance of shares of Common Stock pursuant to the Plan will be used for
general corporate purposes, or in such other manner as the Board deems
appropriate.

            (h) Expenses. The expenses of administering the Plan shall be borne
by the Company.

            (i) Captions. The captions and section numbers appearing in the Plan
are inserted only as a matter of convenience. They do not define, limit,
construe or describe the scope or intent of the provisions of the Plan.

            (j) Number. The use of the singular or plural herein shall not be
restrictive as to number and shall be interpreted in all cases as the context
may require.

            (k) Gender. The use of the feminine, masculine or neuter pronoun
shall not be restrictive as to gender and shall be interpreted in all cases as
the context may require.

      11. Termination of the Plan. The Plan shall terminate at the close of
business on June 11, 2011, and thereafter no options shall be granted under the
Plan. All options outstanding at the time of termination of the Plan shall
continue in full force and effect according to the terms of the option
agreements governing such options and the terms and conditions of the Plan.

      12. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware and any applicable federal
law.


                                       15
<PAGE>


      13. Venue. The venue of any claim brought hereunder by an Optionee shall
be Boston, Massachusetts.

      14. Changes in Governing Rules and Regulations. All references herein to
the Code or sections thereof, or to rules and regulations of the Department of
Treasury or of the Securities and Exchange Commission, shall mean and include
the Code sections thereof and such rules and regulations as are now in effect or
as they may be subsequently amended, modified, substituted or superseded.


                                       16