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                                                                    EXHIBIT 10.4


                             2001 STOCK OPTION PLAN

         1. PURPOSE OF THE PLAN

The purpose of this Plan is to further the growth of ProxyMed, Inc., a Florida
corporation, and its subsidiaries (the "Company") by offering an incentive to
officers, directors, other key employees and consultants of the Company to
continue in the employ of the Company, and to increase the interest of these
individuals in the Company, through additional ownership of its common stock.

         2. DEFINITIONS

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

         a) "Board of Directors" means the Board of Directors of the Company.

         b) "Change of Control" means any of the following events:

                  i) an acquisition (other than directly from the Company) of
                  any voting securities of the Company (the "Voting Securities")
                  by any Person (as defined in the Exchange Act of 1934, as
                  amended (the "1934 Act") immediately after which such Person
                  has "Beneficial Ownership" (within the meaning of Rule 13d-3
                  promulgated under the 1934 Act) of two-thirds (2/3) or more of
                  the combined voting power of the Company's then outstanding
                  Voting Securities; provided, however, that in determining
                  whether a Change in Control has occurred, Voting Securities
                  which are acquired in a Non-Control Acquisition (as
                  hereinafter defined) shall not constitute an acquisition which
                  would cause a Change in Control. A "Non-Control Acquisition"
                  shall mean an acquisition by (x) an employee benefit plan (or
                  a trust forming a part thereof) maintained by (A) the Company
                  or (B) any corporation or other Person of which a majority of
                  its voting power or its equity securities or equity interest
                  is owned directly or indirectly by the Company (a
                  "Subsidiary"), (y) the Company or any Subsidiary, or (z) any
                  Person in connection with a Non-Control Transaction (as
                  hereinafter defined).

                  ii) the individuals who, as of the date this Plan is approved
                  by the Company's Board of Directors (the "Board"), are members
                  of the Board (the "Incumbent Board") cease for any reason to
                  constitute at least two-thirds (2/3) of the Board; provided,
                  however, that the voluntary resignation of a member of the
                  Incumbent Board unrelated to a Change of Control shall not
                  affect such calculation; provided, further, however, that if
                  the election or nomination for election by the Company's
                  stockholders or Board of any new director was approved by a
                  vote of at least two-thirds (2/3) of the Incumbent Board, such
                  new director shall, for purposes of this Agreement, be
                  considered a member of the Incumbent Board; provided further,

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                  however, that no individual shall be considered a member of
                  the Incumbent Board if such individual initially assumed
                  office as a result of either an actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  person other than the Board (a "proxy contest"), including by
                  reason of any agreement intended to avoid or settle any
                  election contest or proxy contest; or

                  iii) approval by stockholders of the Company of:

                           a) a merger, consolidation or reorganization
                           involving the Company, unless

                                    (1) the stockholders of the Company,
                                    immediately before such merger,
                                    consolidation or reorganization, own,
                                    directly or indirectly immediately following
                                    such merger, consolidation or
                                    reorganization, at least seventy-five
                                    percent (75%) of the combined voting power
                                    of the outstanding Voting Securities of the
                                    corporation resulting from such merger or
                                    consolidation or reorganization or the
                                    ultimate entity controlling such corporation
                                    (the "Surviving Corporation") in
                                    substantially the same proportion as their
                                    ownership of the Voting Securities
                                    immediately before such merger,
                                    consolidation or reorganization;

                                    (2) the individuals who are members of the
                                    Incumbent Board immediately prior to the
                                    execution of the agreement providing for
                                    such merger, consolidation or reorganization
                                    constitute at least two-thirds (2/3) of the
                                    members of the board of directors of the
                                    Surviving Corporation and no agreement, plan
                                    or arrangement is in place to change the
                                    composition of the board following the
                                    merger, consolidation or reorganization such
                                    that the Incumbent Board would constitute
                                    less than two-thirds (2/3) of the
                                    reconstituted board;

                                    (3) no person (other than the Company, any
                                    Subsidiary, or any employee benefit plan (or
                                    any trust forming a part thereof) maintained
                                    by the Company, the Surviving Corporation or
                                    any Subsidiary, or any Person who
                                    immediately prior to such merger,
                                    consolidation or reorganization had
                                    Beneficial Ownership of twenty percent (20%)
                                    or more of the then-outstanding Voting
                                    Securities) has Beneficial Ownership of
                                    twenty percent (20%) or more of the combined
                                    voting power of the Surviving Corporation's
                                    then-outstanding Voting Securities; and

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                                    (4) a transaction described in clauses (1)
                                    through (3) shall herein be referred to as a
                                    "Non-Control Transaction".

                           b) a complete liquidation or dissolution of the
                           Company; or

                           c) an agreement for the sale or other disposition of
                           all of the operating assets of the Company to any
                           Person (other than a transfer to a Subsidiary).

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person; provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company, and after such
share acquisition by the Company the Subject Person becomes the Beneficial Owner
of any additional Voting Securities which increases the percentage of the
then-outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.

         c) "Code" means the Internal Revenue Code of 1986, as amended.

         d) "Committee" means the Compensation Committee or similar committee of
            the Board of Directors.

         e) "Common Stock" means the common stock, par value $.001 per share, of
            the Company.

         f) "Corporate Transaction" means any (i) reorganization or liquidation
            of the Company, (ii) reclassification of the Company's capital
            stock, (iii) merger of the Company with or into another corporation,
            or (iv) the sale of all or substantially all the assets of the
            Company, which results in a significant number of employees being
            transferred to a new employer or discharged or in the creation or
            severance of a parent-subsidiary relationship.

         g) "Date of Grant" means, as the case may be: (i) the date the
            Committee approves the grant of an Option pursuant to this Plan; or
            (ii) such later date as may be specified by the Committee as the
            date a particular Option granted pursuant to this Plan will become
            effective.

         h) "Employee" means any person employed by the Company within the
            meaning of Section 3401(c) of the Code and the regulations
            promulgated thereunder. For purposes of any Non-Qualified Option
            only, any officer or director of the Company shall be considered an
            Employee even if he is not an employee within the meaning of the
            first sentence of this subsection.

         i) "Exercise Price" means the price per share which must be paid upon
            exercise of an Option in cash or property or a combination of both.

         j) "Fair Market Value" means: (i) if the Common Stock is traded in a
            market in which actual transactions are reported, the mean of the
            high and low prices at which the Common Stock is reported to have
            traded on the relevant date in all markets on which trading in the
            Common Stock is reported or, if there is no reported sale of the
            Common Stock on the relevant date, the mean of the highest reported
            bid price and lowest reported asked price for the Common Stock on

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            the relevant date; (ii) if the Common Stock is Publicly Traded but
            only in markets in which there is no reporting of actual
            transactions, the mean of the highest reported bid price and the
            lowest reported asked price for the Common Stock on the relevant
            date; or (iii) if the Common Stock is not Publicly Traded, the value
            of a share of Common Stock as determined by the most recent
            valuation prepared by an independent expert at the request of the
            Committee.

         k) "Incentive Stock Option" means any Option which, at the time of the
            grant, is an incentive stock option within the meaning of Section
            422 of the Code.

         l) "Non-Qualified Option" means any Option that is not an Incentive
            Stock Option pursuant to the terms of this Plan..

         m) "Option" means any option granted pursuant to this Plan.

         n) "Publicly Traded" means that a class of stock is required to be
            registered pursuant to Section 12 of the Exchange Act, or that stock
            of that class has been sold within the preceding 12 months in an
            underwritten public offering, or stock that is regularly traded in a
            public market.

         o) "Retirement" means a Termination of Employment by reason of an
            Employee's retirement at a time when the Employee is at least 65
            years old, other than by reason of a termination by resignation,
            discharge, death or Total Disability or the resignation, failure to
            stand for re-election or dismissal from the Board of Directors.

         p) "Termination of Employment" means the time when the
            employee-employer relationship between an Employee and the Company
            ceases to exist for any reason including, but not limited to, a
            termination by resignation, discharge, death, Total Disability or
            Retirement, or the resignation, failure to stand for re-election or
            dismissal from the Board of Directors.

         q) "Total Disability" means the inability of an Employee to perform the
            material duties of his or her job by reason of a medically
            determinable physical or mental impairment that can be expected to
            result in death or that has lasted or can be expected to last for a
            continuous period of not less than twelve (12) months. All
            determinations as to the date and extent of disability of an
            Employee will be made in accordance with the written policy
            pertaining to Employee disability, if any, of the Company by which
            the Employee is employed. In the absence of a written policy
            pertaining to Employee disability, all determinations as to the date
            and extent of disability of an Employee will be made by the
            Committee in its sole and absolute discretion. In making its
            determination, the Committee may consider the opinion of the
            personal physician of the Employee or the opinion of an independent
            licensed physician of the Company's choosing.

         3. EFFECTIVE DATE OF THE PLAN

The "effective date" of this Plan is July 25, 2001.

         4. ADMINISTRATION OF THE PLAN

Either the Board of Directors or the Committee shall be responsible for the
administration of this Plan, and shall grant Options pursuant to this Plan.
Subject to the express provisions of this Plan, the Committee shall have full
authority to interpret this Plan, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other determinations which it

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believes to be necessary or advisable in administering this Plan. The
determinations of the Committee on the matters referred to in this section shall
be conclusive. The Committee may not amend this Plan. No member of the Committee
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.

         5. THE COMMITTEE

The Committee shall hold its meeting at such times and places as it may
determine and shall maintain written minutes of its meetings. A majority of the
members of the Committee shall constitute a quorum at any meeting of the
Committee. All determinations of the Committee shall be made by the vote of a
majority of the members who participate in a meeting. The members of the
Committee may participate in a meeting of the Committee in person or by
conference telephone or similar communications equipment by means of which all
members can hear each other. Any decision or determination by written consent of
all of the members of the Committee shall be as effective as if it had been made
by a vote of a majority of the members who participate in a meeting.

         6. STOCK SUBJECT TO THE PLAN

The maximum number of shares of Common Stock as to which Options may be granted
pursuant to this Plan is 333,333.33 shares. The maximum number of shares of such
Common Stock shall be reduced each year by the grant of Options as provided
herein. If any Option expires or is canceled without being exercised in full,
the number of shares as to which the Option is not exercised will once again
become shares as to which new Options may be granted. The Common Stock that is
issued on exercise of Options may be authorized but unissued shares or shares
that have been issued and reacquired by the Company.

         7. PERSONS ELIGIBLE TO RECEIVE OPTIONS

Options may be granted only to Employees, as defined in Section 2(h) above.

         8. GRANTS OF OPTIONS

         a) IN GENERAL. Except as otherwise provided herein, the Committee shall
            have complete discretion to determine when and to which Employees
            Options are to be granted, the number of shares of Common Stock as
            to which Options granted to each Employee will relate, whether
            Options granted to an Employee will be Incentive Stock Options or
            Non-Qualified Options or partly Incentive Stock Options and partly
            Non-Qualified Options and, subject to the limitations in Sections 9
            and 10 below, the Exercise Price and the term of Options granted to
            an Employee. Any Options that are not designated as Incentive Stock
            Options when they are granted shall be Non-Qualified Options. No
            grant of an Incentive Stock Option may be conditioned upon a
            Non-Qualified Option's having yet been exercised in whole or in
            part, and no grant of a Non-Qualified Option may be conditioned upon
            an Incentive Stock Option's having not been exercised in whole or in
            part.

         9. OPTION PROVISIONS

         a) EXERCISE PRICE. The Exercise Price of each Option shall be as
            determined by the Committee; provided, however, that in the case of
            Incentive Stock Options, the Exercise Price shall not be less than
            100% of the Fair Market Value of the Common Stock on the Date of
            Grant of the Option.

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         b) TERM. The term of each Option shall be as determined by the
            Committee, but in no event shall the term of an Option (whether or
            not an Incentive Stock Option) be longer than ten (10) years from
            the Date of Grant.

         c) MANNER OF EXERCISE. An Option that has vested pursuant to the terms
            of this Plan may be exercised in whole or in part, in increments of
            a minimum of one hundred (100) shares, at any time, or from time to
            time, during its term. To exercise an Option, the Employee
            exercising the Option must deliver to the Company, at its principal
            office:

                  i) a written notice of exercise of the Option, which states
                  the extent to which the Option is being exercised and which is
                  executed by the Employee;

                  ii) a check in an amount, or Common Stock with a Fair Market
                  Value, equal to the Exercise Price of the Option times the
                  number of shares being exercised, or a combination of the
                  foregoing; and

                  iii) a check equal to any withholding taxes the Company is
                  required to pay as a result of the exercise of the Option by
                  the Employee. If permitted by the Board of Directors or the
                  Committee, either at the time of the grant of the Option or
                  the time of exercise, the Employee may elect, at such time and
                  in such manner as the Board of Directors or the Committee may
                  prescribe, to satisfy such withholding obligation by (A)
                  delivering to the Company Common Stock (which in the case of
                  Common Stock acquired from the Company shall have been owned
                  by the Employee for at least six months prior to the delivery
                  date) having a fair market value equal to such withholding
                  obligation, or (B) requesting that the Company withhold from
                  the shares of Common Stock to be delivered upon the exercise a
                  number of shares of Common Stock having a fair market value
                  equal to such withholding obligation. The day on which the
                  Company receives all of the items specified in this subsection
                  shall be the date on which the Option is exercised to the
                  extent described in the notice of exercise.

         d) DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after an
            Option is exercised, the Company shall cause the transfer agent to
            deliver to the Employee who exercises the Option certificates,
            registered in that person's name, representing the number of shares
            of Common Stock that were purchased by the exercise of the Option.
            Unless the Common Stock was issued in a transaction that was
            registered pursuant to the Securities Act of 1933, as amended (the
            "Securities Act"), each certificate may bear a legend to indicate
            that if the Common Stock represented by the certificate was issued
            in a transaction that was not registered pursuant to the Securities
            Act, and may only be sold or transferred in a transaction that is
            registered pursuant to the Securities Act or is exempt from the
            registration requirements of the Securities Act.

         e) VESTING OF OPTIONS. Except as otherwise provided in this Plan, the
            Options granted hereunder to Employees shall be subject to such
            conditions as to vesting as shall be determined by the Committee, in
            its sole and absolute discretion, at the Date of Grant of the
            Option, and the terms of such vesting shall be clearly set forth in
            the instrument granting the Option; provided, however, that upon a

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            Change of Control, any Options that have not yet vested in
            accordance with the terms of this Plan and the Stock Option
            Agreement shall vest upon such Change of Control. An Option shall
            "vest" at such time as it becomes exercisable in accordance with
            this Plan and the Stock Option Agreement. Upon exercise of an Option
            and the delivery the stock certificates as provided herein, the
            Common Stock acquired upon exercise of the Option shall not be
            subject to forfeiture by the Employee for any reason whatsoever.

         f) NON-TRANSFERABILITY OF OPTIONS. During the lifetime of a person to
            whom an Option is granted pursuant to this Plan, the Option may be
            exercised only by that person or by his or her guardian or legal
            representative, except to the extent the Board of Directors or the
            Compensation Committee shall otherwise determine, whether at the
            time the option is granted or thereafter, and then only for estate
            planning purposes to a trust wherein the option holder is the
            trustee, and except to the extent the Board of Directors or the
            Committee shall otherwise determine, whether at the time Option is
            granted or thereafter. An Option may not be assigned, transferred,
            sold, pledged or hypothecated in any way; shall not be subject to
            levy or execution or disposition under the Bankruptcy Code of 1978,
            as amended, or any other state or federal law granting relief to
            creditors, whether now or hereafter in effect; and shall not be
            transferable otherwise than by will or the laws of descent and
            distribution. The Company will not recognize any attempt to assign,
            transfer, sell, pledge, hypothecate or otherwise dispose of an
            Option contrary to the provisions of this Plan, or to levy any
            attachment, execution or similar process upon any Option and, except
            as expressly stated in this Plan, the Company shall not be required
            to, and shall not, issue Common Stock on the exercise of an Option
            to anyone who claims to have acquired that Option from the person to
            whom it was granted in violation of this subsection.

         g) RETIREMENT OF HOLDER OF OPTION. If there is a Termination of
            Employment of an Employee to whom an Option has been granted due to
            Retirement, each Incentive Stock Option held by the retired
            Employee, whether or not then vested, may be exercised until the
            earlier of: (x) the end of the three (3) month period immediately
            following the date of such Termination of Employment; or (y) the
            expiration of the term specified in the Option. In the case of a
            Non-Qualified Option, there shall be substituted the words, "the end
            of the twelve (12) month period" for the words "the end of the three
            (3) month period" in the immediately preceding sentence.

         h) TOTAL DISABILITY OF HOLDER OF OPTION. If there is a Termination of
            Employment of an Employee to whom an Option has been granted by
            reason of his or her Total Disability, each Option held by the
            Employee, whether or not then vested, may be exercised until the
            earlier of: (x) the end of the twelve (12) month period immediately
            following the date of such Termination of Employment; or (y) the
            expiration of the term specified in the Option.

         i) DEATH OF HOLDER OF OPTION. If there is a Termination of Employment
            of an Employee to whom an Option has been granted by reason of (i)
            his or her death, or (ii) the death of a former Employee within
            three (3) months following the date of his or her Retirement (or, in

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            the case of a Non-Qualified Option, within twelve (12) months
            following the date of his or her Retirement), or (iii) the death of
            a former Employee within twelve (12) months following the date of
            his or her Termination of Employment by reason of Total Disability,
            then each Option held by the person at the time of his or her death,
            whether or not then vested, may be exercised by the person or
            persons to whom the Option shall pass by will or by the laws of
            descent and distribution (but by no other persons) until the earlier
            of: (x) the end of the twelve (12) month period immediately
            following the date of death (or such longer period as is permitted
            by the Committee); and (y) the expiration of the term specified in
            the Option, provided, however, that in no event is the term of the
            Option to be deemed to expire prior to the end of three (3) months
            from the date of death of the Employee.

         j) TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT, DEATH OR
            DISABILITY. Unless the Committee or the Board of Directors states
            otherwise with respect to a specific Option, if there is a
            Termination of Employment of an Employee to whom an Option has been
            granted pursuant to this Plan for any reason other than the
            Retirement, death or Total Disability of the Employee, then all
            Options held by such Employee which are then vested may be exercised
            until the earlier of: (x) the three (3) month period immediately
            following the date of such Termination of Employment; or (y) the
            expiration of the term specified in the Option.

         k) STOCK OPTION AGREEMENT. As promptly as practicable after an Employee
            is granted an Option pursuant to this Plan, the Committee shall send
            the Employee a document setting forth the terms and conditions of
            the grant. The form of grant document shall be substantially as set
            forth in Exhibit "B-1" attached hereto. Each Option granted pursuant
            to this Plan must be clearly identified as to whether it is or is
            not an Incentive Stock Option and shall set forth all other terms
            and conditions relating to the exercise thereof. In the case of an
            Incentive Stock Option, the document shall include all terms and
            provisions that the Committee determines to be necessary or
            desirable in order to qualify the Option as an Incentive Stock
            Option within the meaning of Section 422 of the Code. If an Employee
            is granted an Incentive Stock Option and a Non-Qualified Option at
            the same time, the Committee shall send the Employee a separate
            document relating to each of the Incentive Stock Option and the
            Non-Qualified Option.

         l) REGISTRATION OF PLAN. Upon a Change of Control, the Company agrees
            to use its best efforts to cause the Plan to be registered under the
            Securities Act at the earliest possible time. The Company shall have
            no other obligations to register the Plan unless directed to do so
            by the Board of the Company based on the Company's best interests.

         10. SPECIAL PROVISIONS RELATING TO INCENTIVE STOCK OPTIONS

No Incentive Stock Option may be granted pursuant to this Plan after ten (10)
years from the first to occur of: (i) the date this Plan is adopted by the Board
of Directors; or (ii) the date this Plan is approved by the stockholders of the
Company. No Incentive Stock Option may be exercised after the expiration of ten
(10) years from the Date of Grant or such shorter period as is provided herein.
Notwithstanding Section 8(b) hereof, Incentive Stock Options may not be granted
to an Employee who, at the time the Option is granted, owns more than ten
percent (10%) of the total combined voting power of the stock of the Company,
unless:

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(i) the purchase price of the Common Stock pursuant to the Incentive Stock
Option is at least one hundred ten percent (110%) of the Fair Market Value of
the Common Stock on the Date of Grant; and (ii) the Incentive Stock Option by
its terms is not exercisable after the expiration of five (5) years from the
Date of Grant. The Committee is authorized, pursuant to the last sentence of
Section 422(b) of the Code, to provide at the time an Option is granted,
pursuant to the terms of such Option, that such Option shall not be treated as
an Incentive Stock Option even though it would otherwise qualify as an Incentive
Stock Option. The terms of any Incentive Stock Option granted hereunder shall,
in the hands of any individual grantee thereof, be subject to the dollar
limitations set forth in Section 422(d) of the Code (pertaining to the $100,000
per year limitation).

         11. RECAPITALIZATION

         a) IN GENERAL. If the Company increases the number of outstanding
            shares of Common Stock through a stock dividend or a stock split, or
            reduces the number of outstanding shares of Common Stock through a
            combination of shares or similar recapitalization then, immediately
            after the record date for the change: (i) the number of shares of
            Common Stock issuable on the exercise of each outstanding Option
            granted pursuant to this Plan (whether or not then vested) shall be
            increased in the case of a stock dividend or a stock split, or
            decreased in the case of a combination or similar recapitalization
            that reduces the number of outstanding shares, by a percentage equal
            to the percentage change in the number of outstanding shares of
            Common Stock as a result of the stock dividend, stock split,
            combination or similar recapitalization; (ii) the Exercise Price of
            each outstanding Option granted pursuant to this Plan (whether or
            not then vested) shall be adjusted so that the total amount to be
            paid upon exercise of the Option in full will not change; and (iii)
            the number of shares of Common Stock that may be issued on exercise
            of Options granted pursuant to this Plan (whether or not then
            vested) and that are outstanding or remain available for grant shall
            be increased or decreased by a percentage equal to the percentage
            change in the number of outstanding shares of Common Stock. Any
            fractional shares will be rounded up to whole shares.

         b) CORPORATE TRANSACTIONS. If, as a result of a Corporate Transaction
            while an Option granted pursuant to this Plan is outstanding
            (whether or not then vested), and the holders of the Common Stock
            become entitled to receive, with respect to their Common Stock,
            securities or assets other than, or in addition to, their Common
            Stock, then upon exercise of that Option the holder shall receive
            what the holder would have received if the holder had exercised the
            Option immediately before the first Corporate Transaction that
            occurred while the Option was outstanding and as if the Company had
            not disposed of anything the holder would have received as a result
            of that and all subsequent Corporate Transactions. the Company shall
            not agree to any Corporate Transaction unless the other party to the
            Corporate Transaction agrees to make available on exercise of the
            Options granted pursuant to this Plan that are outstanding at the
            time of the Corporate Transaction, the securities or other assets
            the holders of those Options are entitled pursuant to this
            subsection to receive.

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         12. RIGHTS OF OPTION HOLDER

         a) STOCKHOLDER. The holder of an Option (whether or not then vested)
            shall not have any rights as a stockholder by reason of holding that
            Option. Upon exercise of an Option granted pursuant to this Plan,
            the holder shall be deemed to acquire the rights of a stockholder
            when, but not before, the issuance of Common Stock as a result of
            the exercise is recorded in the stock transfer records of the
            Company.

         b) EMPLOYMENT. Nothing in this Plan or in the grant of an Option shall
            confer upon any Employee the right to continue in the employ of the
            Company or shall interfere with or restrict in any way the rights of
            the Company to discharge any Employee at any time for any reason
            whatsoever, with or without cause.

         13. LAWS AND REGULATIONS

The obligation of the Company to sell and deliver shares of Common Stock on
vesting and exercise of Options granted pursuant to this Plan shall be subject
to the condition that counsel for the Company be satisfied that the sale and
delivery thereof will not violate the Securities Act or any other applicable
laws, rules or regulations. In addition, the Company may, as a condition to such
sale and delivery, require the Employee to represent and warrant at the time of
any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required pursuant
to such securities laws.

         14. WITHHOLDING OF TAXES

         a) IN GENERAL. In addition to the requirement set forth in Section 9(c)
            above that, in order to exercise an Option granted pursuant to this
            Plan a person must make a payment to the Company or authorize
            withholding in order to enable the Company to pay any withholding
            taxes due as a result of the exercise of that Option, if an Employee
            who exercised an Incentive Stock Option disposes of shares of Common
            Stock acquired through exercise of that Incentive Stock Option
            either (x) within two years after the Date of Grant of the Incentive
            Stock Option or (y) within one year after the issuance of the shares
            on exercise of the Incentive Stock Option then, promptly thereafter,
            the Employee shall notify the Company of the occurrence of the event
            and the amount realized upon the disposition of such Common Stock by
            the Employee, and pay any federal, state and other taxes due as a
            result thereof.

         b) WITHHOLDING OF TAXES. If, whether because of a disposition of Common
            Stock acquired on exercise of an Incentive Stock Option, the
            exercise of a Non-Qualified Option or otherwise, the Company becomes
            required to pay withholding taxes to any federal, state or other
            taxing authority and the Employee fails to provide the Company with
            the funds with which to pay that withholding tax, then the Company
            may withhold, subject to applicable state law, up to 50% of each
            payment of salary or bonus to the Employee (which will be in
            addition to any other required or permitted withholding), until the
            Company has been reimbursed for the entire withholding tax it was
            required to pay.

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         15. RESERVATION OF SHARES

The Company shall at all times keep reserved for issuance on exercise of Options
granted pursuant to this Plan a number of authorized but unissued or reacquired
shares of Common Stock equal to the maximum number of shares the Company may be
required to issue on exercise of outstanding Options (whether or not then
vested) granted pursuant to this Plan.

         16. AMENDMENT OF THE PLAN

The Board of Directors may, at any time and from time to time, modify or amend
this Plan in any respect effective at any date the Board of Directors
determines; provided, however, that, without the approval of the stockholders of
the Company the Board of Directors may not increase the maximum number of
Incentive Stock Options that may be granted under the Plan. No modification or
amendment of this Plan shall, without the consent of the holder of an
outstanding Option (whether nor not then vested), adversely affect the holder's
rights pursuant to that Option.

         17. TERMINATION OF THE PLAN

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
holding an outstanding Option, whether or not then vested, granted pursuant to
this Plan prior to that date.

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