WINDSWEPT ENVIRONMENTAL GROUP, INC.

                           2001 EQUITY INCENTIVE PLAN


                ARTICLE 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

1.1.      Purpose.  The purposes of this 2001 Equity Incentive Plan are (a) to
          enable Windswept Environmental Group, Inc. and its subsidiaries and
          affiliates to attract and retain highly qualified personnel who will
          contribute to the success of Windswept Environmental Group, Inc. and
          (b) to provide incentives to participants in this 2001 Equity
          Incentive Plan that are linked directly to increases in stockholder
          value which will therefore inure to the benefit of all stockholders of
          Windswept Environmental Group, Inc.

1.2.      Definitions.  For purposes of this Equity Incentive Plan, except as
          otherwise defined, capitalized terms shall have the meanings assigned
          to them in this Section 1.2.

               "Administrator" means the Board or, if and to the extent the
               Board elects to delegate the administration of the Plan or does
               not administer the Plan, the Committee.

               "Affiliate" means any entity or person that directly, or
               indirectly through one or more intermediaries, controls, is
               controlled by, or is under common control with, another entity,
               where "control" (including the terms "controlled by" and "under
               common control with") means the possession, directly or
               indirectly, of the power to cause the direction of the management
               and policies of the entity, whether through the ownership of
               voting securities, by contract or otherwise.

               "Award" means any award under the Plan.

               "Award Agreement" means, with respect to each Award, the signed
               written agreement between the Company and the Participant setting
               forth the terms and conditions of the Award.

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

               "Cause" means the commission of any act of a material theft,
               embezzlement or fraud involving the Company or any Parent,
               Subsidiary or Affiliate of the Company, or a breach of fiduciary
               duty to the Company or any Parent, Subsidiary or Affiliate of the
               Company.

               "Change of Control" shall have the meaning assigned to such term
               in Section 15.2.



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               "Code" means the Internal Revenue Code of 1986, as amended from
               time to time, or any successor thereto.

               "Committee" means compensation or other any committee the Board
               may appoint to administer the Plan.  To the extent necessary and
               desirable, the Committee shall be composed entirely of
               individuals who meet the qualifications referred to in
               Section 162(m) of the Code and Rule 16b-3 under the Exchange Act.
               If at any time or tho any extent the Board shall not administer
               the Plan, then the functions of the Board specified in the Plan
               shall be exercised by the Committee.

               "Common Stock" means the common stock, par value $.0001 per
               share, of the Company.

               "Company" means Windswept Environmental Group, Inc., a Delaware
               corporation, or any successor corporation.

               "Disability" means the inability of a Participant to perform
               substantially his or her duties and responsibilities to the
               Company or to any Parent, Subsidiary or Affiliate by reason of a
               physical or mental disability or infirmity for a continuous
               period of six months, as determined by the Administrator.  The
               date of such Disability shall be the last day of such six-month
               period or the date on which the Participant submits such medical
               evidence, satisfactory to the Administrator, that the Participant
               has a physical or mental disability or infirmity that will likely
               prevent the Participant from performing the Participant's work
               duties for a continuous period of six months or longer, as the
               case may be.

               "Eligible Recipient" means an officer, director, employee,
               consultant or advisor of the Company or of any Parent, Subsidiary
               or Affiliate.  For purposes of the Plan, the term "employee"
               shall include all those individuals whose service with or for
               the Company and/or any Parent, Subsidiary or Affiliate of the
               Company, is within the definition of "employee" in the Rule as to
               the Use of Form S-8 contained in the General Instructions for the
               registration statement on Form S-8 promulgated by the Securities
               and Exchange Commission.

               "Employee Director" means any director of the Company who is also
               an employee of the Company or of any Parent, Subsidiary or
               Affiliate.

               "Exchange Act" means the Securities Exchange Act of 1934, as
               amended from time to time.

               "Exercise Price" means the per share price at which a holder of
               an Award may purchase the Shares issuable upon exercise of such
               Award.

               "Fair Market Value" as of a particular date shall mean the fair
               market value of a share of Common Stock as determined by the
               Administrator; provided, however,

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               that Fair Market Value shall mean (i) if the Common Stock is
               listed or admitted to trade on a  national securities exchange,
               the closing price of the Common Stock on the Composite Tape, as
               published in The Wall Street Journal, of the principal national
               securities exchange on which  the Common Stock is so listed or
               admitted to trade, on such date, or, if there is no trading of
               the Common Stock on such date, then the closing price of the
               Common Stock as  quoted on such Composite Tape on the next
               preceding date on which there was trading in such shares; (ii) if
               the Common Stock is not listed or admitted to trade on a national
               securities exchange but is listed and quoted on The Nasdaq Stock
               Market ("Nasdaq"), the last sale price for the Common Stock on
               such date as reported by Nasdaq, or, if there is no  reported
               trading of the Common  Stock on such date, then the last sale
               price for the Common Stock on the next preceding date on which
               there was trading in the Common Stock; (iii) if the Common Stock
               is not listed or admitted to trade on a  national securities
               exchange and is not listed and quoted on Nasdaq, the mean
               between the closing bid and asked price for the Common Stock on
               such date, as furnished by the National Association of Securities
               Dealers, Inc. ("NASD"); (iv) if the Common Stock is not listed or
               admitted to trade on a national securities exchange, not listed
               and quoted on Nasdaq and closing bid and asked prices are not
               furnished by the NASD, the mean between the closing bid and asked
               price for  the Common Stock on such date, as furnished by the
               National Quotation Bureau ("NQB") or similar organization; (v) if
               the stock is not listed or admitted to trade on a national
               securities exchange, not listed and quoted on Nasdaq and if bid
               and  asked prices for the Common Stock are not furnished by the
               NASD, NQB or a similar organization, the value established in
               good faith by the Administrator; and (vi) in the case of a
               Limited Stock Appreciation Right, the Fair Market Value of a
               share of Common Stock shall be the "Change in Control Price"
               (as defined in the Award Agreement evidencing such Limited Stock
               Appreciation Right) of a share of Common Stock as of the date of
               exercise.

               "Family Member" means, with respect to any Participant, any of
               the following:
                    (a)  such Participant's 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, sister-in-law,
                    including any such person with such relationship to the
                    Participant by adoption;
                    (b)  any person (other than a tenant or employee) sharing
                    such Participant's household;
                    (c)  a trust in which the persons identified in clauses (a)
                    and (b) above have more than fifty percent of the beneficial
                    interest;
                    (d)  a foundation in which the persons identified in clauses
                    (a) and (b) above or the Participant control the management
                    of assets; or
                    (e)  any other entity in which the persons identified in
                    clauses (a) and (b) above or the Participant own more than
                    fifty percent of the voting interest.

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               "Incentive Stock Option" means any Option intended to be
               designated as an "incentive stock option" within the meaning of
               Section 422 of the Code.

               "Incumbent Board" means (i) the members of the Board of the
               Company on March 5, 2001, to the extent that they continue to
               serve as members of the Board, and (ii) any individual who
               becomes a member of the Board after March 5, 2001,
               if such individual's election or nomination for election as a
               director was approved by a vote of at least three-quarters of the
               then Incumbent Board.

               "Limited Stock Appreciation Right" means a Stock Appreciation
               Right that can be exercised only in the event of a "Change in
               Control" (as defined in the Award Agreement evidencing such
               Limited Stock Appreciation Right).

               "Non-Employee Director" means a director of the Company who is
               not an employee of the Company or of any Parent, Subsidiary or
               Affiliate.

               "Non-Qualified Stock Option" means any Option that is not an
               Incentive Stock Option, including, but not limited to, any Option
               that provides (as of the time such Option is granted) that it
               will not be treated as an Incentive Stock Option.

               "Option" means an option to purchase Shares granted pursuant to
               Article 5.

               "Parent" means any corporation (other than the Company) in an
               unbroken chain of corporations ending with the Company, if each
               of the corporations in the chain (other than the Company) owns
               stock possessing 50% or more of the combined voting power of all
               classes of stock in one of the other corporations in the chain.

               "Participant" means any Eligible Recipient selected by the
               Administrator, pursuant to the Administrator's authority to
               receive grants of Options, Stock Appreciation Rights, Limited
               Stock Appreciation Rights, awards of Restricted Stock,
               Performance Shares, other types of awards, or any combination of
               the foregoing.

               "Performance Grant" shall have the meaning assigned to the term
               in Article 8.

               "Performance Shares" means Shares that are subject to
               restrictions based upon the attainment of specified performance
               objectives granted pursuant to Article 8.

               "Permitted Transfer" means, as authorized by the Plan and the
               Administrator, with respect to an interest in a Non-Qualified
               Stock Option, any transfer effected by the Participant during the
               Participant's lifetime of an interest in such Non-Qualified Stock
               Option but only such transfers which are by gift or pursuant to
               domestic relations orders.  A permitted transfer does not include
               any transfer for value and neither transfers under a domestic
               relations order in settlement of marital property rights or to
               an entity in which more than 50% of the voting interests are
               owned by

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               Family Members or the Participant in exchange for an
               interest in that entity are deemed transfers for value.

               "Plan" means this 2001 Equity Incentive Plan.

               "Related Employment" means the employment or performance of
               services by an individual for an employer that is neither the
               Company, any Parent, Subsidiary nor Affiliate, provided that (i)
               such employment or performance of services is undertaken
               by the individual at the request of the Company or
               any Parent, Subsidiary or Affiliate, (ii) immediately
               prior to undertaking such employment or performance of services,
               the individual was employed by or performing services
               for the Company or any Parent, Subsidiary or Affiliate or was
               engaged in Related Employment, and (iii) such employment or
               performance of services is in the best interests of the Company
               and is recognized by the Administrator, as Related Employment.
               The death or Disability of an individual during a period of
               Related Employment shall be treated, for purposes of this Plan,
               as if the death or onset of Disability had occurred while the
               individual was employed by or performing services for the Company
               or a Parent, Subsidiary or Affiliate.

               "Restricted Stock" means Shares subject to certain restrictions
               granted pursuant to Article 7.

               "Restricted Period" means the period of time Restricted Stock
               remains subject to restrictions imposed on the Award of such
               Restricted Stock.

               "Securities Act" means the Securities Act of 1933, as amended
               from time to time.

               "Shares" means shares of Common Stock reserved for issuance under
               or issued pursuant to the Plan, as adjusted pursuant to Article
               4, and any successor security.

               "Stock Appreciation Right" means the right pursuant to an Award
               granted under Article 6 to receive an amount equal to the excess,
               if any, of (i) the Fair Market Value, as of the date such Stock
               Appreciation Right or portion thereof is surrendered, of the
               Shares covered by such right or such portion thereof, over (ii)
               the aggregate exercise price of such right or such portion
               thereof as established by the Administrator at the time of the
               grant of such Award (or such other exercise price thereafter
               established by the Administrator with the consent of the
               Participant granted such Award where required by the Plan).

               "Stock Bonus" means an Award granted pursuant to Article 9.

               "Subsidiary" means any corporation (other than the Company) in
               an unbroken chain of corporations beginning with the Company, if
               each of the corporations  (other than the last corporation) in
               the unbroken chain owns stock possessing 50%

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               or more of the total combined voting power of all classes of
               stock in one of the other corporations in the chain.

               "Ten Percent Stockholder" shall have the meaning assigned to it
               in Section 5.4.

               "Termination" or "Terminated" means, for purposes of the Plan
               with respect to a Participant, that such Participant has for any
               reason ceased to provide services as  an employee, officer,
               director, consultant, independent contractor, or advisor to
               the Company or any Parent, Subsidiary or Affiliate of the
               Company.  A Participant will not be deemed to have ceased to
               provide services in the case of (i) sick leave, (ii) military
               leave, or (iii) any other leave of absence approved by the
               Administrator, provided, that such leave is for a period of not
               more than 90 days, unless reemployment or reinstatement upon the
               expiration of such leave is guaranteed by contract or statute or
               unless provided otherwise pursuant to formal policy adopted from
               time to time by the Company and issued and promulgated to
               employees and other participants in writing.  In the case of any
               Participant on an approved leave of absence, the Administrator
               may make such provisions respecting suspension of vesting of any
               Award previously granted to such Participant while such
               Participant is on leave from the Company or any Parent,
               Subsidiary or Affiliate of the Company as the Administrator may
               deem appropriate, except that in no event may an Option be
               exercised after the expiration of the term set forth in the
               Award Agreement with respect to such Option.  The Administrator
               will have sole discretion to determine whether a Participant has
               ceased to provide services and the applicable Termination Date.

               "Termination Date" means the effective date of Termination, as
               determined by the Administrator.


ARTICLE 2.  ADMINISTRATION.

2.1.     Administration in Accordance with the Code and Exchange Act.  The Plan
         shall be administered in accordance with the requirements of Section
         162(m) of the Code (but only to the extent necessary and desirable to
         maintain qualification of Awards under the Plan under Section 162(m) of
         the Code) and, to the extent applicable, Rule 16b-3 under the Exchange
         Act ("Rule 16b-3"), by the Board or, at the Board's sole discretion, by
         the Committee, which shall be appointed by the Board, and which shall
         serve at the pleasure of the Board.

2.2.     Administrator's Powers.  Subject to the general purposes, terms and
         conditions of this Plan, the Administrator will have full power to
         implement and carry out this Plan.  The Administrator will have the
         authority to:

              (a)  construe and interpret this Plan, any Award Agreement and any
              other agreement or document executed pursuant to this Plan;

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              (b)  prescribe, amend and rescind rules and regulations relating
              to this Plan or any Award;
              (c)  select persons to receive Awards;
              (d)  determine the form and terms of Awards;
              (e)  determine the number of Shares or other consideration subject
              to Awards;
              (f)  determine whether Awards will be granted singly, in
              combination with, in tandem with, in replacement of, or as
              alternatives to, other Awards under this Plan or any other
              incentive or compensation plan of the Company or any Parent,
              Subsidiary or Affiliate of the Company;
              (g)  grant waivers of Plan or Award conditions;
              (h)  determine the vesting, exercisability and payment of Awards;
              (i)  correct any defect, supply any omission or reconcile any
              inconsistency in the Plan, any Award or any Award Agreement;
              (j)  to make any adjustments necessary or desirable as a result
              of the granting of an Award to an Eligible Participant located
              outside the United States;
              (k)  determine whether an Award has been earned; and
              (l)  make all other determinations necessary or advisable for the
              administration of the Plan.

2.3.     Administrator's Discretion Final.  Any determination made by the
         Administrator with respect to any Award will be made in its sole
         discretion at the time of grant of the Award or, unless in
         contravention of any express term of the Plan or Award, at any later
         time, and such determination will be final and binding on the Company
         and on all persons having an interest in any Award under the Plan.

2.4.     Administrator's Method of Acting; Liability.  The Administrator may act
         only by a majority of its members then in office, except that the
         members thereof may authorize any one or more of their members or any
         officer of the Company to execute and deliver documents or to take any
         other ministerial action on behalf of the Administrator with
         respect to Awards made or to be made to Eligible Participants.  No
         member of the Administrator and no officer of the Company shall be
         liable for anything done or omitted  to be done by such member or
         officer, by any other member of the Administrator or by any officer of
         the Company in connection with the performance of duties under the
         Plan, except for such member's or officer's own willful misconduct or
         as expressly provided by law.


ARTICLE 3.  PARTICIPATION.

3.1.     Affiliates.  If a Parent, Subsidiary or Affiliate of the Company wishes
         to participate in the Plan and its participation shall have been
         approved by the Board, the board of directors or other governing body
         of the Parent, Subsidiary or Affiliate, as the case may be, shall
         adopt a resolution in form and substance satisfactory to the
         Administrator authorizing participation by the Parent, Subsidiary or
         Affiliate in the Plan.  A Parent, Subsidiary or Affiliate participating
         in the Plan may cease to be a participating company at any time by

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         action of the Board or by action of the board of directors or other
         governing body of such Parent, Subsidiary or Affiliate, which latter
         action shall be effective not earlier than the date of delivery to the
         Secretary of the Company of a certified copy of a resolution of the
         Parent, Subsidiary or Affiliate's board of directors or other governing
         body taking such action.  If the participation in the Plan of a Parent,
         Subsidiary or Affiliate shall terminate, such termination shall not
         relieve the Parent, Subsidiary or Affiliate of any obligations
         theretofore incurred by the Parent, Subsidiary or Affiliate, except
         as may be approved by the Administrator.

3.2.     Participants. Incentive Stock Options may be granted only to employees
         (including officers and directors who are also employees) of the
         Company, or any Parent, Subsidiary or Affiliate of the Company.
         All other Awards may be granted to employees, officers,
         directors, consultants, independent contractors and advisors
         of the Company or any Parent, Subsidiary or Affiliate of
         the Company; provided, that such consultants, contractors and advisors
         render bona fide services to the Company or such Parent, Subsidiary or
         Affiliate of the Company not in connection with the offer and sale of
         securities in a capital-raising transaction.  An Eligible Participant
         may be granted more than one Award under the Plan.


ARTICLE 4.  AWARDS UNDER THE PLAN.

4.1.     Types of Awards.  Awards under the Plan may include, but need not be
         limited to, one or more of the following types, either alone or in any
         combination thereof:
             (a)  Options;
             (b)  Stock Appreciation Rights;
             (c)  Restricted Stock;
             (d)  Performance Grants;
             (e)  Stock Bonuses; and
             (f)  any other type of Award deemed by the Administrator to be
             consistent with the purposes of the Plan (including but not limited
             to, Awards of or options or similar rights granted with respect to
             unbundled stock units or components thereof, and Awards to be made
             to participants who are foreign nationals or are employed or
             performing services outside the United States).

4.2.     Number of Shares Available Under the Plan.  Subject to Section 4.4, the
         total number of Shares reserved and available for grant and issuance
         pursuant to the Plan will be 5,000,000, plus Shares that are subject
         to:
             (a)  issuance upon exercise of an Option previously granted but
             cease to be subject to such Option for any reason other than
             exercise of such Option;
             (b)  an Award previously granted but forfeited or repurchased by
             the Company at the original issue price; and
             (c)  an Award previously granted that otherwise terminates without
             Shares being issued.

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         Shares may consist, in whole or in part, of authorized and unissued
         shares or treasury shares.

         The number of Shares which are  transferred to the Company by a
Participant  to pay the  exercise  or  purchase  price of an award  will be
subtracted  from the number of Shares  issued with respect to such Award for the
purpose  of  counting  Shares  used  under  the  Plan.  Shares  withheld  to pay
withholding  taxes in connection with the exercise or repayment of an Award will
not be counted as used under the Plan. In addition,  shares  covered by an award
granted  under the Plan  which is  settled  in cash will not be  counted as used
under the Plan.

4.3.     Reservation of Shares.  At all times, the Company shall reserve and
         keep available a sufficient number of Shares as shall be required to
         satisfy the requirements of all outstanding Options granted
         under the Plan and all other outstanding but unexercised Awards
         granted under the Plan.

4.4.     Adjustment in Number of Shares Available Under the Plan.  In the event
         that the number of outstanding shares of Common Stock is changed by a
         stock dividend, recapitalization, stock split, reverse stock split,
         subdivision, combination, reclassification or similar change in the
         capital structure of the Company without consideration, then (a) the
         number of Shares reserved for issuance under the Plan, (b) the number
         of Shares that may be granted pursuant to the Plan, (c) the Exercise
         Prices of and number of Shares subject to outstanding Options and other
         awards, and (d) the exercise prices of and number of Shares subject to
         other outstanding Awards, will be proportionately adjusted, subject to
         any required action by the Board or the stockholders of the Company
         and compliance with applicable securities laws; provided, however,
         that, upon occurrence of such an  event, fractions of a Share will not
         be issued upon exercise of an Award but will, upon  such exercise,
         either be replaced by a cash payment equal to the Fair Market Value of
         such fraction of a Share on the effective date of such an event or will
         be rounded up to the nearest whole Share, as determined by the
         Administrator.

4.5.     Rights with Respect to Common Shares and Other Securities.

             (a)  Unless otherwise determined by the Administrator, a
             Participant to whom an Award of Restricted Stock has been made
             (and any person succeeding to such  Participant's rights with
             respect to such Award pursuant to the Plan) shall have,
             after issuance of a certificate or copy thereof for the number of
             Shares so awarded and prior to the expiration of the Restricted
             Period or the earlier repurchase of such Shares as provided in the
             Plan or Award Agreement with respect to such Award of Restricted
             Stock, ownership of such Shares, including the right to vote
             the same and to receive dividends or other distributions made or
             paid with respect to such Shares (provided that such Shares, and
             any new, additional or different shares, or other securities or
             property of the Company, or other forms of consideration which the
             participant may be entitled to receive with respect to such
             Shares as a result of a stock split, stock dividend or any other
             change in the corporate or capital structure of the Company, shall
             be subject to the restrictions of

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             the Plan as determined by the Administrator), subject, however, to
             the options, restrictions and limitations imposed thereon pursuant
             to the Plan.  Notwithstanding the foregoing, unless otherwise
             determined by the Administrator, a Participant with whom an Award
             Agreement is made to issue Shares in the future shall have no
             rights as a stockholder with respect to Shares related to such
             Award Agreement until a stock certificate evidencing such Shares
             is issued to such Participant.

             (b)  Unless otherwise determined by the Administrator, a
             Participant to whom a grant of Stock Options, Stock Appreciation
             Rights, Performance Grants or any other Award is made (and any
             person succeeding to such Participant's rights pursuant to the
             Plan) shall have no rights as a stockholder with respect to any
             Shares or as a holder with respect to other securities, if any,
             issuable pursuant to any such Award until the date a stock
             certificate evidencing such Shares or other instrument of
             ownership, if any, is issued to such Participant.  Except as
             provided in Section 4.4, no adjustment shall be made for dividends,
             distributions or other rights (whether ordinary or extraordinary,
             and whether in cash, securities, other property or other forms of
             consideration, or any combination thereof) for which the record
             date is prior to the date such stock certificate or other
             instrument of ownership, if any, is issued.


ARTICLE 5.  STOCK OPTIONS.

5.1.     Grant; Determination of Type of Option.  The Administrator may grant
         one or more Options to an Eligible Participant and will determine (a)
         whether each such Option will be an Incentive Stock Option or a
         Non-Qualified Stock Option, (b) the number of Shares subject to each
         such Option, (c) the Exercise Price of each such Option, (d) the period
         during which each such Option may be exercised, and (e) all other terms
         and conditions of each such Option, subject to the terms and conditions
         of this Article 5.  The Administrator may grant an Option either alone
         or in conjunction with Stock Appreciation Rights, Performance Grants
         or other Awards, either at the time of grant or by amendment
         thereafter.

5.2.     Form of Option Award Agreement.  Each Option granted under the Plan
         will be evidenced by an Award Agreement which will expressly identify
         the Option as an Incentive Stock Option or a Non-Qualified Stock
         Option, will be in such form and contain such provisions (which need
         not be the same for each Participant or Option) as  the Administrator
         may from time to time approve, and which will comply with and be
         subject to the terms and conditions of the Plan.

5.3.     Date of Grant.  The date of grant of an Option will be the date on
         which the Administrator makes the determination to grant such Option,
         unless otherwise specified by the Administrator.

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5.4.     Exercise Period.  Each Option shall be exercisable within the times or
         upon the occurrence of one or more events determined by the
         Administrator and set forth in the  Award Agreement governing such
         Option; provided, however, that no Option will be exercisable after
         the expiration of ten years from the date the Option is granted; and
         provided, further, however, that no Incentive Stock Option granted to
         a person who directly or by attribution owns more than 10% of the total
         combined voting power of all classes of stock of the Company or of any
         Parent, Subsidiary or Affiliate of the Company (each, a "Ten Percent
         Stockholder") will be exercisable after the expiration of five years
         from the date such Incentive Stock Option is granted.  The
         Administrator also may provide for an Option to become exercisable at
         one time or from time to time, periodically or otherwise, in such
         number of Shares or percentage of Shares as the Administrator
         determines.  Unless otherwise determined by the Administrator, an
         Option shall be exercisable as follows:
             (a)  up to 25% of the number of Shares subject to such Option
             commencing on  the first anniversary of the date of grant of such
             Option;
             (b)  up to an additional 25% of the number of Shares subject to
             such Option commencing on the second anniversary of the date of
             grant of such Option;
             (c)  up to an additional 25% of the number of Shares subject to
             such Option commencing on the third anniversary of the date of
             grant of such Option; and
             (d)  up to an additional 25% of the number of Shares subject to
             such Option commencing on the fourth anniversary of the date of
             grant of such Option.

5.5.     Exercise Price.  The Exercise Price of an Option will be determined by
         the Administrator  when the Option is granted and may be not less than
         85% of the per share Fair Market Value of the Shares subject to such
         Option on the date of grant of such Option; provided, however, that:
         (a) the Exercise Price of an Incentive Stock Option will be not less
         than  100% of the per share Fair Market Value of such Shares on the
         date of such grant and (b) the Exercise Price of any Incentive Stock
         Option granted to a Ten Percent Stockholder will not be less than 110%
         of the per share Fair Market Value of such Shares on the date
         of such grant.  Payment for the Shares purchased shall be made in
         accordance with Article 10 of the Plan.

5.6.     Method of Exercise.  An Option may be exercised only by delivery to the
         Company of an  irrevocable written exercise notice (a) identifying the
         Option being exercised, (b) stating the number of Shares being
         purchased, (c) providing any other matters required by the
         Award Agreement with respect to such Option, and (d) containing
         such representations and agreements regarding Participant's investment
         intent and access to information and other matters, if any, as may be
         required or desirable by the Company to comply with applicable
         securities laws.  Such exercise notice shall be accompanied by payment
         in full  of the Exercise Price for the number of Shares being purchased
         in accordance with Article 10 and the executed Award Agreement with
         respect to such Option.

5.7.     Termination.  Notwithstanding anything contained in Section 5.4 or in
         an Award Agreement, exercise of Options shall always be subject to the
         following:

                                       11
<PAGE>


              (a)  If the Participant is Terminated for any reason except death
              or Disability, then the Participant may exercise each of such
              Participant's Options (i) only to the extent that such Options
              would have been exercisable on the Termination Date and (ii) no
              later than three months after the Termination Date (or such
              longer time period not exceeding five years as may be determined
              by the Administrator, with any exercise beyond three months after
              the Termination Date deemed to be an  exercise of an Non-Qualified
              Stock Option), but in any event, no later than the original
              expiration date of such Option;
              (b)  If the Participant is Terminated because of Participant's
              death or Disability (or the Participant dies within three months
              after a Termination other than for Cause or because of
              Participant's Disability), then each of such Participant's
              Options (i) may be exercised only to the extent that such Option
              would have been exercisable by Participant on the Termination Date
              and (ii) must be exercised by Participant (or Participant's legal
              representative or authorized assignee) no later than twelve months
              after the Termination Date (or such longer time period not
              exceeding five years as may be determined by the Administrator,
              with any such exercise beyond (A) three months after the
              Termination Date when the Termination is for any reason other than
              the Participant's death or Disability or (B) twelve months after
              the Termination Date when the Termination is because of
              Participant's death or Disability, deemed to be an exercise of a
              Non-Qualified Stock Option), but in any event no later than the
              original expiration date of such Option;
              (c)  Notwithstanding the provisions in paragraphs 5.7(a) and
              5.7(b), if a Participant is terminated for Cause, neither the
              Participant, the Participant's estate nor such other person who
              may then hold an Option shall be entitled to exercise
              such Option whatsoever, whether or not, after the Termination
              Date, the Participant may receive payment from the Company or any
              Parent, Subsidiary or Affiliate of the Company for vacation pay,
              for services rendered prior to the Termination Date, for services
              rendered for the day on which Termination occurs, for salary in
              lieu of notice, for severance or for any other benefits; provided,
              however, in making such a determination, the Administrator shall
              give the Participant an opportunity to present to the
              Administrator evidence on Participant's behalf that the provisions
              of this paragraph 5.7(c) should not apply and, in the alternative,
              paragraph 5.7(a) or 5.7(b) shall apply; provided, further,
              however, that, for the purpose of this paragraph 5.7(c),
              Termination shall be deemed to occur on the date when the Company
              dispatches notice or advice to the Participant that such
              Participant is Terminated.

5.8.     Limitations on Exercise.  The Administrator may specify a reasonable
         minimum number of Shares that may be purchased on any exercise of an
         Option, provided, that such minimum number will not prevent Participant
         from exercising the Option for the full number of Shares for which the
         Option is then exercisable.

5.9.     Limitations on Incentive Stock Options.  The aggregate Fair Market
         Value (as determined as of the date of grant) of Shares with respect to
         which an Incentive Stock Option are

                                       12
<PAGE>

         exercisable for the first time by a Participant during any calendar
         year  (under  the  Plan or under any other  incentive stock
         option plan of the  Company,  and  any  Parent, Subsidiary
         and Affiliate of the Company) will not exceed $100,000.  If the Fair
         Market Value of Shares on the date of grant with respect to which
         Incentive Stock Option(s) are exercisable for the first time by a
         Participant during any calendar year exceeds $100,000, then the
         Option(s) for the first $100,000 worth of Shares to become exercisable
         in such calendar year will be deemed Incentive Stock Option(s) and the
         Option(s) that become exercisable in such calendar year for the number
         of Shares which have a Fair Market Value in excess of $100,000 will be
         deemed to be Non-Qualified Stock Option(s).  In the event that the Code
         or the regulations promulgated thereunder are amended after the
         effective date of the Plan to provide for a different limit on the Fair
         Market Value of Shares permitted to be subject to Incentive Stock
         Options, such different limit will be automatically incorporated herein
         and will apply to any Options granted after the effective date of such
         amendment.

5.10.    Modification, Extension or Renewal.  The Administrator may modify,
         extend or renew any outstanding Option and authorize the grant of one
         or more new Options in substitution therefor; provided that any such
         action may not, without the written consent of a Participant, impair
         any of such Participant's rights under any Option previously
         granted.  Any outstanding Incentive Stock Option that is modified,
         extended, renewed or otherwise altered will be treated in accordance
         with Section 424(h) and other applicable provisions of the Code.
         The Administrator may reduce the Exercise Price of any outstanding
         Option of a Participant without the consent of the Participant affected
         by delivering a written notice to the Participant; provided, however,
         that the Exercise Price may not be reduced below the minimum Exercise
         Price that would be permitted under Section 5.5 for Options granted on
         the date the action is taken to reduce such Exercise Price.

5.11.    No Disqualification.  Notwithstanding any other provision in the Plan,
         no term of the Plan relating to an Incentive Stock Option will be
         interpreted, amended or altered, nor will any discretion or authority
         granted under the Plan be exercised, so as to disqualify the Plan
         under Section 422 of the Code or, without the consent of the
         Participant affected, to disqualify any Incentive Stock Option under
         Section 422 of the Code.

5.12.    Prohibition Against Transfer.  No Option may be sold, assigned,
         transferred, pledged, hypothecated or otherwise disposed of, except by
         will or the laws of descent and distribution or pursuant to a domestic
         relations order, and a Participant's Option shall be exercisable during
         such Participant's lifetime only by such Participant or such person
         receiving such Option pursuant to a domestic relations order.


ARTICLE 6.  STOCK APPRECIATION RIGHTS.

6.1      Grant of Stock Appreciation Rights.

                                       13
<PAGE>

             (a)  The Administrator may grant Stock Appreciation Rights either
             alone, or in conjunction with the grant of an Option, Performance
             Grant or other Award, either at the time of grant or by amendment
             thereafter.  Each Award of Stock Appreciation Rights granted under
             the Plan shall be evidenced by an instrument in such form as the
             Administrator shall prescribe from time to time in accordance
             with the Plan and shall comply with the following terms and
             conditions, and with such other terms and conditions, including,
             but not limited to, restrictions upon the Award of Stock
             Appreciation Rights or the Shares issuable upon exercise
             thereof, as the Administrator shall establish.
             (b)  The Administrator shall determine the number of Shares to be
             subject to each Award of Stock Appreciation Rights.  The number of
             Shares subject to an outstanding Award of Stock Appreciation Rights
             may be reduced on a share-for-share or other appropriate basis, as
             determined by the Administrator, to the extent that Shares under
             such Award of Stock Appreciation Rights are used to calculate the
             cash, Shares, or other securities or property of the Company, or
             other forms of payment, or any combination thereof, received
             pursuant to exercise of an Option attached to such Award of Stock
             Appreciation Rights, or to the extent that any other Award granted
             in conjunction with such Award of Stock Appreciation Rights is
             paid.

6.2.     Prohibition Against Transfer.  No Award of Stock Appreciation Rights
         may be sold, assigned, transferred, pledged, hypothecated or otherwise
         disposed of, except by will or the laws of the descent and distribution
         or pursuant to a domestic relations order, and Stock Appreciation
         Rights Awarded to a Participant shall be exercisable during such
         Participant's lifetime only by such Participant or such person
         receiving such Option pursuant to a domestic relations order.  Unless
         the Administrator determines otherwise, the Award of Stock Appreciation
         Rights to a Participant shall not be exercisable for at least six
         months after the date of grant, unless such Participant is Terminated
         before the expiration of such six-month period by reason of such
         Participant's Disability or death.

6.3.     Exercise.  The Award of Stock Appreciation Rights shall not be
         exercisable:
             (a)  in the case of any Award of Stock Appreciation Rights that
             are attached to an Incentive Stock Option granted to a Ten Percent
             Employee, after the expiration of five years from the date such
             Incentive Stock Option is granted, and, in the case of any other
             Award of Stock Appreciation Rights, after the expiration of ten
             years from the date of such Award.  Any Award of Stock Appreciation
             Rights may be exercised during such period only at such time or
             times and in such installments as the Administrator may establish;
             (b)  unless the Option or other Award to which the Award of Stock
             Appreciation Rights is attached is at the time exercisable; and
             (c)  unless the Participant exercising the Award of Stock
             Appreciation Rights has been, at all times during the period
             beginning with the date of the grant thereof and ending on the date
             of such exercise, employed by or otherwise performing services for
             the Company or any Parent, Subsidiary or Affiliate of the
             Company, except that

                                       14

<PAGE>

                 (i)  in the case of any Award of Stock Appreciation Rights
             (other than those attached to an Incentive Stock Option), if such
             Participant is Terminated solely by reason of a period of Related
             Employment, the Participant may, during such period of Related
             Employment, exercise the Award of Stock Appreciation Rights as if
             such Participant had not been Terminated;
                 (ii)  if such Participant is Terminated by reason of such
             Participant's Disability or early, normal or deferred retirement
             under an approved retirement program of the Company or any Parent,
             Subsidiary or Affiliate of the Company (or such other plan or
             arrangement as may be approved by the Administrator for this
             purpose) while holding an Award of Stock Appreciation Rights which
             has not expired and has not been fully exercised, such Participant
             may, at any time within three years (or such  other period
             determined by the Administrator) after the Termination Date
             (but in no event after the Award of Stock Appreciation Rights has
             expired), exercise the Award of Stock Appreciation Rights with
             respect to any Shares as to which such Participant could have
             exercised the Award of Stock Appreciation Rights on the Termination
             Date, or with respect to such greater number of Shares as
             determined by the Administrator;
                 (iii)  if such Participant is Terminated for reasons other than
             Related Employment, Disability, early, normal or deferred
             retirement or death while holding an Award of Stock Appreciation
             Rights which has not expired and has not been fully exercised, such
             person may exercise the Award of Stock Appreciation Rights at any
             time during the period, if any, which the Administrator approves
             (but in no event after the Award of Stock Appreciation Rights
             expires) following such Participant's Termination Date with respect
             to any Shares as to which such Participant could have exercised the
             Award of Stock Appreciation Rights on such Participant's
             Termination Date or as otherwise permitted by the Administrator; or
                 (iv) if any Participant to whom an Award of Stock Appreciation
             Rights has been granted shall die holding an Award of Stock
             Appreciation Rights which has not expired and has not been fully
             exercised, such Participant's executors, administrators, heirs or
             distributees, as the case may be, may, at any time within one year
             (or such other period determined by the Administrator) after the
             date of death (but in no event after the Award of Stock
             Appreciation Rights has expired), exercise the Award of
             Stock Appreciation Rights with respect to any Shares as to which
             the decedent Participant could have exercised the Award of Stock
             Appreciation Rights at the time of such death, or with respect to
             such greater number of Shares as may be determined by the
             Administrator.

6.4.     Exercise.
              (a)  An Award of Stock Appreciation Rights shall entitle the
              Participant (or any person entitled to act under the provisions of
              clause (iv) of Paragraph 6.3(c) to

                                       15
<PAGE>

              either (i) exercise such Award and receive payment in accordance
              with such Award or (ii) surrender unexercised the Option (or other
              Award) to which the Stock Appreciation Rights is attached (or any
              portion of such Option or other Award) to the Company and to
              receive from the Company in exchange therefor, without payment to
              the Company, that number of Shares having an aggregate
              value equal to the excess of the Fair Market Value of one Share,
              at the time of such exercise, over the Exercise Price per share,
              times the number of Shares subject to the Award or the Option (or
              other Award), or portion thereof, which is so exercised or
              surrendered, as the case may be.  The Administrator shall be
              entitled to elect to settle the obligation arising out of the
              exercise of Stock Appreciation Rights by the payment of cash or
              other securities or property of the Company, or other forms of
              payment, or any combination thereof, as determined by the
              Administrator, equal to the aggregate value of the Shares the
              Company would otherwise be obligated to deliver.  Any such
              election by the Administrator shall be made as soon as practicable
              after the receipt by the Company of written notice of the exercise
              of such Stock Appreciation Rights.  The value of a Share,
              other securities or property of the Company, or other forms of
              payment determined by the Administrator for this purpose shall be
              the Fair Market Value of a Share on the last business day next
              preceding the date of the election to exercise such Stock
              Appreciation Rights, unless the Administrator  determines
              otherwise and is set forth in the Award Agreement with respect to
              such Stock Appreciation Rights.
              (b)  An Award of Stock Appreciation Rights may provide that such
              Stock Appreciation Rights shall be deemed to have been exercised
              at the close of business on the business day preceding the
              expiration date of such Stock  Appreciation Rights or of the
              related Option (or other Award), or such other date
              as specified by the Administrator, if at such time such Stock
              Appreciation Rights has a positive value.  Such deemed exercise
              shall be settled or paid in the same manner as a regular exercise
              thereof as provided in Paragraph 6.4(a).

6.5.     Fractional Shares.  No fractional shares may be delivered under this
         Article 6, but, in lieu thereof, a cash or other adjustment shall be
         made as determined by the Administrator.



ARTICLE 7.  RESTRICTED STOCK.

7.1.     Grant.  An Award of Restricted Stock is an offer by the Company to sell
         to an Eligible Participant Shares that are subject to restrictions.
         The Administrator will determine to whom an offer will be made, the
         number of Shares the person may purchase, the Exercise Price to be
         paid, the restrictions to which the Shares will be subject, and all
         other terms  and conditions of the Restricted Stock Award, subject to
         the provisions of this Article 7.

7.2      Form of Restricted Stock Award.  All purchases under an Award of
         Restricted Stock  will be evidenced by an Award Agreement that will be
         in such form (which need not be the

                                       16
<PAGE>

         same for each Award of Restricted Stock or Participant) as the
         Administrator will from time to time approve, and will comply with and
         be subject to the terms and conditions of the Plan.  The offer of
         Restricted Stock will be accepted by the Participant's execution
         and delivery of the Award Agreement evidencing the offer to purchase
         the Restricted Stock and full payment for the Shares to the Company
         within 30 days from the date such  Award Agreement is tendered to such
         Eligible Participant.  If such Eligible Participant does not execute
         and deliver such Award Agreement along with full payment for the
         Shares to the Company within such 30 day period, then such offer will
         terminate, unless otherwise determined by the Administrator.

7.3.     Purchase Price.  The Exercise Price of Shares sold pursuant to an Award
         of Restricted Stock will be determined by the Administrator on the date
         such Award is granted, except in the case of a sale to a Ten Percent
         Stockholder, in which case the Exercise Price will be 100% of the per
         share Fair Market Value on the date such Award is granted of the
         Shares subject to the Award.  Payment of the Exercise Price may be made
         in accordance with Article 10 of the Plan.

7.4.     Terms of Restricted Stock Awards.  Each Award of Restricted Stock shall
         be subject to such restrictions as the Administrator may impose.  These
         restrictions may be based upon completion of a specified number of
         years of service with the Company or upon completion of the performance
         goals as set out in advance in the Participant's individual
         Award Agreement.  Awards of Restricted Stock may vary from Participant
         to Participant and between groups of Participants.  Prior to the grant
         of an Award of Restricted Stock, the Administrator shall:
             (a)  determine the nature, length and starting date of any
             performance period for the Restricted Stock Award;
             (b)  select from among the performance factors to be used to
             measure performance goals, if any; and
             (c)  determine the number of Shares that may be awarded to the
             Participant.

         Prior to the payment of any Restricted Stock pursuant to an Award, the
         Administrator shall determine the extent to which such Restricted Stock
         Award has been earned.  Performance periods may overlap and
         Participants may participate simultaneously with respect to Restricted
         Stock Awards that are subject to different performance periods and
         having different performance goals and other criteria.

7.5.     Termination During Performance Period.  If a Participant is Terminated
         during a performance period with respect to any Award of Restricted
         Stock for any reason, then such Participant will be entitled to payment
         (whether in Shares, cash or otherwise) with respect to the Restricted
         Stock Award only to the extent earned as of the date of Termination in
         accordance with the Award Agreement with respect to such Restricted
         Stock, unless the Administrator determines otherwise.

                                       17
<PAGE>

ARTICLE 8.  PERFORMANCE GRANTS.

8.1.     Award.  The Award of a Performance Grant ("Performance Grant") to a
         Participant will entitle such Participant to receive a specified
         amount (the "Performance Grant Actual Value") as determined by the
         Administrator; provided that the terms and conditions specified in the
         Plan and in the Award of such Performance Grant are satisfied.  Each
         Award of a Performance Grant shall be subject to the terms and
         conditions set forth in this Article 8 and such other terms and
         conditions, including, but not limited to, restrictions upon any cash,
         Shares, other securities or property of the Company, or other
         forms of payment, or any combination thereof, issued in respect of
         the Performance  Grant, as the Administrator shall establish, shall be
         embodied in an Award Agreement in such form and substance as is
         approved by the Administrator.

8.2.     Terms.  The Administrator shall determine the value or range of values
         of a Performance Grant to be awarded to each Participant selected for
         an Award of a Performance Grant and whether or not such Performance
         Grant is granted in conjunction with an Award of Options, Stock
         Appreciation Rights, Restricted Stock or other type of Award, or any
         combination thereof, under the Plan (which may include, but need not be
         limited to,  deferred Awards) concurrently or subsequently granted to
         such Participant (the "Associated Award").  As determined by the
         Administrator, the maximum value of each  Performance Grant (the
         "Maximum Value") shall be:
            (a)  an amount fixed by the Administrator at the time the award is
            made or amended thereafter;
            (b)  an amount which varies from time to time based in whole or in
            part on the then current Fair Market Value of a Share, other
            securities or property of the Company, or other securities or
            property, or any combination thereof; or
            (c)  an amount that is determinable from criteria specified by the
            Administrator.

         Performance Grants may be issued in different classes or series having
         different names, terms and conditions.  In the case of a Performance
         Grant awarded in conjunction with an Associated Award, the Performance
         Grant may be reduced on an appropriate basis to the extent that the
         Associated Award has been exercised, paid to or otherwise received by
         the participant, as determined by the Administrator.

8.3.     Award Period.  The award period ("Performance Grant Award Period") in
         respect of any Performance Grant shall be a period determined by the
         Administrator.  At the time each Performance Grant is made, the
         Administrator shall establish performance objectives to be attained
         within the Performance Grant Award Period as the means of determining
         the Performance Grant Actual Value of such Performance Grant.  The
         performance objectives shall be based on such measure or measures of
         performance, which may include, but need not be limited to, the
         performance of the Participant, the Company, one or more Subsidiary,
         Parent or Affiliate of the Company, or one or more of divisions or
         units thereof, or any combination of the foregoing, as the
         Administrator shall determine, and may be applied on an absolute basis
         or be relative to industry or other indices, or any

                                       18
<PAGE>

         combination thereof.  Each Performance Grant Actual Value of a
         Performance Grant shall be equal to the Performance Grant Maximum Value
         of such Performance grant only if the performance objectives are
         attained in full, but the Administrator shall specify the manner
         in which the Performance Grant Actual Value shall be determined if the
         performance objectives are met in part.  Such performance measures, the
         Performance Grant Actual Value or the Performance Grant Maximum Value,
         or any combination thereof, may be  adjusted in any manner by the
         Administrator at any time and from time to time during or as soon as
         practicable after the Performance Grant Award Period, if it determines
         that such performance measures, the Performance grant Actual Value or
         the Performance Grant Maximum Value, or any combination thereof, are
         not appropriate under the circumstances.

8.4.     Termination.  The rights of a Participant in Performance Grants awarded
         to such Participant shall be provisional and may be canceled or paid in
         whole or in part, all as determined by the Administrator, if such
         Participant's continuous employment or  performance of services for the
         Company, any Parent, Subsidiary and Affiliate of the Company shall
         terminate for any reason prior to the end of the Performance Grant
         Award Period, except solely by reason of a period of Related
         Employment.

8.5.     Determination of Performance Grant Actual Values.  The Administrator
         shall determine whether the conditions of Paragraphs 8.2 or 8.3 have
         been met and, if so, shall ascertain the Performance Grant Actual Value
         of Performance Grants.  If a Performance Grant has no Performance Grant
         Actual Value, the Award of such Performance Grant shall be deemed to
         have been canceled and the Associated Award, if any, may be canceled or
         permitted to continue in effect in accordance with such Associated
         Award's terms.  If a  Performance Grant has a Performance Grant Actual
         Value and:
             (a)  was not awarded in conjunction with an Associated Award, the
             Administrator shall cause an amount equal to the Performance Grant
             Actual Value of such Performance Grant to be paid to the
             Participant or the Participant's beneficiary as provided below; or
             (b)  was awarded in conjunction with an Associated Award, the
             Administrator shall determine, in accordance with criteria
             specified by the Administrator, whether to (i) to cancel such
             Performance Grant, in which event no amount in respect thereof
             shall be paid to the Participant or the Participant's beneficiary,
             and the Associated Award may be permitted to continue in effect in
             accordance with the Associated Award's terms, (ii) pay the
             Performance Grant Actual Value to the Participant or the
             Participant's beneficiary as provided below, in which event such
             Associated Award may be canceled, or (iii) pay to the Participant
             or the Participant's beneficiary as provided below, the Performance
             Grant Actual Value of only a portion of such Performance Grant, in
             which case a complimentary portion of the Associated Award may be
             permitted to continue in effect in accordance with its terms or be
             canceled, as determined by the Administrator.

         Such determination by the Administrator shall be made as promptly as
         practicable following the end of the Performance Grant Award Period or
         upon the earlier termination

                                       19
<PAGE>

         of employment or performance of services, or at such other time or
         times as the Administrator shall determine, and shall be made pursuant
         to criteria specified by the  Administrator.

8.6.     Payment.  Payment of any amount in respect of the Performance Grants
         which the Administrator determines to pay as provided in this Article 8
         shall be made by the Company as promptly as practicable after the end
         of the Performance Grant Award Period or at such other time or times as
         the Administrator shall determine, and may be made in cash, Shares,
         other securities or property of the Company, or other forms of payment,
         or any combination thereof or in such other manner, as determined by
         the Administrator.  Notwithstanding anything in this Article 8 to the
         contrary, the Administrator may  determine and pay out a Performance
         Grant Actual Value of a Performance Grant at any time during the
         Performance Grant Award Period.


ARTICLE 9.  STOCK BONUSES.

9.1.     Awards of Stock Bonuses.  A Stock Bonus is an Award of Shares (which
         may consist of Restricted Stock) for services rendered to the Company
         or any Parent, Subsidiary or Affiliate of the Company.  A Stock Bonus
         may be awarded for past services already rendered to the Company, or
         any Parent, Subsidiary or Affiliate of the Company pursuant
         to an Award Agreement (the "Stock Bonus Agreement") that will be in
         such form (which need not be the same for each Participant) as the
         Administrator will from time to time approve, and will comply with and
         be subject to the terms and conditions of the Plan.  A Stock Bonus may
         be awarded upon satisfaction of such performance goals as are set out
         in advance in the Participant's individual Award Agreement that will be
         in such form (which need not be the same for each Participant) as the
         Administrator will from time to time approve, and will comply with and
         be subject to the terms and conditions of the Plan.  Stock Bonuses may
         vary from Participant to Participant and between groups of
         Participants, and may be based upon the achievement of the Company, any
         Parent, Subsidiary or Affiliate of the Company and/or individual
         performance factors or upon such other criteria as the Administrator
         may determine.

9.2      Terms of Stock Bonuses.  The Administrator will determine the number of
         Shares to be awarded to the Participant.  If the Stock Bonus is being
         earned upon the satisfaction of performance goals set forth in an Award
         Agreement, then the Administrator will:
             (a)  determine the nature, length and starting date of any
             performance period for each Stock Bonus;
             (b)  select from among the performance factors to be used to
             measure the performance, if any; and
             (c)  determine the number of Shares that may be awarded to the
         Participant.  Prior to the payment of any Stock Bonus, the
         Administrator shall determine the extent to which such Stock
         Bonuses have been earned.  Performance periods may overlap and
         Participants may participate simultaneously with respect to Stock
         Bonuses that are subject to different performance periods and
         different performance goals and other criteria.  The

                                       20
<PAGE>

         number of Shares may be fixed or may vary in accordance with such
         performance goals and criteria as may be determined by the
         Administrator.  The Administrator may adjust the performance goals
         applicable to the Stock Bonuses to take into account changes in
         law and accounting or tax rules and to make such adjustments as the
         Administrator deems necessary or appropriate to reflect the impact of
         extraordinary or unusual items, events or circumstances to avoid
         windfalls or hardships.

9.3.     Form of Payment.  The earned portion of a Stock Bonus may be paid
         currently or on a deferred basis with such interest or dividend
         equivalent, if any, as the Administrator may determine.  Payment may be
         made in the form of cash or whole Shares or a combination thereof,
         either in a lump sum payment or in installments, all as the
         Administrator will determine.


ARTICLE 10.  PAYMENT FOR SHARE PURCHASES.

10.1.    Payment.  Payment for Shares purchased pursuant to this Plan may be
         made in cash (by check) or, where expressly approved for the
         Participant by the Administrator and where permitted by law:
             (a)  by cancellation of indebtedness of the Company to the
             Participant;
             (b)  by surrender of Shares that either (i) have been owned by the
             Participant for more than six months and have been paid for within
             the meaning of Rule 144 promulgated under the Securities Act (and,
             if such shares were purchased from the Company by use of a
             promissory note, such note has been fully paid with respect
             to such shares) or (ii) were obtained by Participant in the public
             market;
             (c)  by tender of a full recourse promissory note having such terms
             as may be approved by the Administrator and bearing interest at a
             rate sufficient to avoid imputation of income under Sections 483
             and 1274 of the Code; provided, however, that Participants who are
             not employees or directors of the Company will not be entitled to
             purchase Shares with a promissory note unless the note is
             adequately secured by collateral other than the Shares;
             (d)  by waiver of compensation due or accrued to the Participant
             for services rendered;
             (e)  with respect only to purchases upon exercise of an Option, and
             provided that a public market for the Company's stock exists, (i)
             through a "same day sale" commitment from the Participant and a
             broker-dealer that is a member of the National Association of
             Securities Dealers (an "NASD Dealer") whereby the Participant
             irrevocably elects to exercise the Option and to sell a portion of
             the Shares so purchased to pay for the Exercise Price, and whereby
             the NASD Dealer irrevocably commits upon receipt of such Shares to
             forward the Exercise Price directly to the Company, or (ii) through
             a "margin" commitment from the Participant and an NASD Dealer
             whereby the Participant irrevocably elects to exercise the Option
             and to pledge the Shares so purchased to the NASD Dealer in
             a margin account as security for a loan from the NASD Dealer in the
             amount of

                                       21

<PAGE>

             the Exercise Price, and whereby the NASD Dealer irrevocably commits
             upon receipt of such Shares to forward the Exercise Price directly
             to the Company; or
             (f)  by any combination of the foregoing.

10.2.    Loan Guarantees.  The Company, in its sole discretion, may assist a
         Participant in paying for Shares purchased under the Plan by
         authorizing a guarantee by the Company of a third-party loan to the
         Participant.


ARTICLE 11.  DEFERRAL OF COMPENSATION.

11.1.    Deferral Terms.  The Administrator shall determine whether or not an
         Award to a Participant shall be made in conjunction with deferral of
         such Participant's salary, bonus or other compensation, or any
         combination thereof, and whether or not such deferred amounts may be:
             (a)  forfeited to the Company or to other Participants, or any
             combination thereof, under certain circumstances (which may
             include, but need not be limited to, certain types of termination
             of employment or performance of services for the Company, any
             Parent, Subsidiary and Affiliate);
             (b)  subject to increase or decrease in value based upon the
             attainment of or failure to attain, respectively, certain
             performance measures; and/or
             (c)  credited with income equivalents (which may include, but need
             not be limited to, interest, dividends or other rates of return)
             until the date or dates of payment of such Award, if any.


ARTICLE 12.  DEFERRED PAYMENT OF AWARDS.

12.1.    Deferral Terms.  The Administrator may specify that the payment of all
         or any portion of  cash, Shares, other securities or property of the
         Company, or any other form of payment, or any combination thereof,
         under an Award shall be deferred until a later date.  Deferrals shall
         be for such periods or until the occurrence of such events, and upon
         such terms, as the Administrator shall determine.  Deferred payments
         of Awards may be made by undertaking to make payment in the future
         based upon the performance of certain investment equivalents (which
         may include, but need not be limited to, government securities, Shares,
         other securities, property or consideration, or any combination
         thereof), together with such additional amounts of income equivalents
         (which may be compounded and may include, but need not be limited to,
         interest, dividends or other rates of return, or any combination
         thereof) as may accrue thereon until the date or dates of payment, such
         investment equivalents and such additional amounts of income
         equivalents to be determined by the Administrator.

                                       22
<PAGE>

ARTICLE 13.  AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THE PLAN.

13.1.    Amendments and Substitutions.  The terms of any outstanding Award under
         the Plan may be amended from time to time by the Administrator in any
         manner that the Administrator deems appropriate (including, but not
         limited to, acceleration of the date of exercise of any Award and/or
         payments thereunder, or reduction of the Exercise Price of an Award);
         provided, however, that no such amendment shall adversely affect in a
         material manner  any right of a Participant under such Award without
         the Participant's written consent.  The Administrator may permit or
         require holders of Awards to surrender outstanding Awards as a
         condition precedent to the grant of new Awards under the Plan.


ARTICLE 14.  DESIGNATION OF BENEFICIARY BY PARTICIPANT.

14.1.    Designation.  A Participant may designate one or more  beneficiaries to
         receive any rights and payments to which such Participant may be
         entitled in respect of any Award in the event of such Participant's
         death.  Such designation shall be on a written form acceptable
         to and filed with the Administrator.  The Administrator shall have the
         right to review and approve beneficiary designations.  A Participant
         may change the Participant's beneficiary(ies) from time to time in the
         same manner as the original designation, unless such Participant has
         made an irrevocable designation.  Any designation of beneficiary
         under the Plan (to the extent it is valid and enforceable under
         applicable law) shall be controlling over any other disposition,
         testamentary or otherwise, as determined by the Administrator.  If no
         designated beneficiary survives the Participant and is living on the
         date on which any right or amount becomes payable to such Participant's
         beneficiary(ies), such payment will be made to the legal
         representatives of the Participant's estate, and the term "beneficiary"
         as used in the Plan shall be deemed to include such person or persons.
         If there is any question as to the legal right of any beneficiary to
         receive a distribution under the Plan, the Administrator may determine
         that the amount in question be paid to the legal representatives of the
         estate of the Participant, in which event the Company, the
         Administrator, the Board and the members thereof will have no further
         liability to any  person or entity with respect to such amount.


ARTICLE 15.  CHANGE IN CONTROL.

15.1.    Effect of a Change in Control.  Upon any Change in Control:
               (a)  each Stock Option and Stock Appreciation Right that is
             outstanding on the date of such Change in Control shall be
             exercisable in full immediately;
               (b)  all restrictions with respect to Restricted Stock shall
             lapse  immediately, and the Company's right to repurchase or
             forfeit any Restricted Stock outstanding on the date of such Change
             in Control shall thereupon terminate and the certificates
             representing such Restricted Stock and the related stock powers
             shall be promptly delivered to the Participants entitled thereto;
             and

                                       23
<PAGE>

               (c)  all Performance Grant Award Periods for the purposes of
             determining the amounts of Awards of Performance Grants shall end
             as of the end of the calendar quarter immediately preceding the
             date of such Change in Control, and the amount of the Performance
             Grant payable shall be the portion of the maximum possible
             Performance Grant allocable to the portion of the Performance
             Grant Award Period that had elapsed and the results achieved during
             such portion of the Performance Grant Award Period.

15.2.    Change of Control.  For this purpose, a Change in Control shall be
         deemed to occur when and only when any of the following events first
         occurs:
                 (a)  any person who is not currently such becomes the
            beneficial owner, directly or indirectly, of securities of the
            Company representing 50% or more of the combined voting power of
            the Company's then outstanding voting securities; or
                 (b)  any merger (other than a merger where the Company is the
            survivor and there is no accompanying Change in Control under clause
            (a) of this Section 15.2), consolidation, liquidation or dissolution
            of the Company, or the sale of all or substantially all of the
            assets of the Company.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
         to occur pursuant to clause (a) of this Section 15.2 solely because 50%
         or more of the combined voting power of the Company's outstanding
         securities is acquired by one or more employee benefit plans maintained
         by the Company or by any other employer, the majority interest in which
         is held, directly or indirectly, by the Company.  For purposes of
         this Article 15, the terms "person" and "beneficial owner" shall have
         the meaning set forth in Sections 3(a) and 13(d) of the Exchange Act,
         and in the regulations promulgated thereunder.



ARTICLE 16.  PLAN AMENDMENT OR SUSPENSION.

16.1.    Plan Amendment or Suspension.  The Plan may be amended or suspended in
         whole or in part at any time and from time to time by the Board, but no
         amendment shall be effective unless and until the same is approved by
         stockholders of the Company where the failure to obtain such approval
         would adversely affect the compliance of the Plan with Sections
         162 and 422 of the Code, Rule 16b-3 and with other applicable law.  No
         amendment of the Plan shall adversely affect in a material manner any
         right of any Participant with respect to any Award theretofore granted
         without such Participant's written consent.


ARTICLE 17.  PLAN TERMINATION.

17.1.    Method of Plan Termination.  The Plan shall terminate upon the earlier
         of the following dates or events to occur:

                                       24
<PAGE>

             (a)  upon the adoption of a resolution of the Board terminating
             the Plan; or
             (b)  March 4, 2011; provided, however, that the Board may, prior to
             the expiration of such ten-year period, extend the term of the Plan
             for an additional period of up to five years for the grant of
             Awards other than Incentive Stock Options.

17.2.    Effect of Termination on Outstanding Awards.  No termination of the
         Plan shall materially alter or impair any of the rights or obligations
         of any person, without such person's consent, under any Award
         theretofore granted under the Plan, except that subsequent to
         termination of the Plan, the Administrator may make amendments
         permitted under Article 13.


ARTICLE 18.  STOCKHOLDER ADOPTION.

18.1.    Stockholder Approval.  The Plan shall be submitted to the stockholders
         of the Company for their approval and adoption at a meeting to be held
         on or before March 31, 2001.

18.2.    Effectiveness of Plan Prior to Stockholder Approval.  The Plan shall
         not be effective and no Award shall be made hereunder unless and until
         the Plan has been approved by the stockholders of the Company as
         provided in Section 18.1.  The stockholders shall be deemed to have
         approved and adopted the Plan only if it is approved at a meeting of
         the stockholders duly held by vote taken in the manner required by the
         laws of the State of Delaware and the applicable federal securities
         laws.


ARTICLE 19.  TRANSFERABILITY.

19.1.    Transferability.  Except as may be approved by the Administrator where
         such approval shall not adversely affect compliance of the Plan with
         Sections 162 and 422 of the Code and/or Rule 16b-3, a Participant's
         rights and interest under the Plan may not be assigned  or transferred,
         hypothecated or encumbered in whole or in part either directly or by
         operation of law or otherwise (except in the event of a Participant's
         death) including, but  not by way of limitation, execution, levy,
         garnishment, attachment, pledge, bankruptcy or  in any other manner;
         provided, however, that any Option or similar right (including, but
         not limited to, a Stock Appreciation Right) offered pursuant to the
         Plan shall not be transferable other than by will or the laws of
         descent or pursuant to a domestic relations order and shall be
         exercisable during the Participant's lifetime only by such Participant
         or such person receiving such option pursuant to a domestic relations
         order.


ARTICLE 20.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.

20.1.    Voting and Dividends.  No Participant will have any of the rights of a
         stockholder with respect to any Shares subject to or issued pursuant
         to the Plan until such Shares are issued

                                       25

<PAGE>

         to the Participant. After Shares are issued to the Participant, the
         Participant will be a stockholder and have all the rights of a
         stockholder with respect to such Shares, including the right to vote
         and receive all dividends or other distributions made or paid with
         respect to such Shares; provided, however, that if such Shares are
         Restricted Stock, then any new, additional or different securities the
         Participant may become entitled to receive with respect to such Shares
         by virtue of a stock dividend, stock split or any other change in the
         corporate or capital structure of the Company will be subject to the
         same restrictions as the Restricted Stock; provided, further, that the
         Participant will have no right to retain such stock dividends or stock
         distributions with respect to Restricted Stock that is repurchased at
         the Participant's Exercise Price in accordance with an Award Agreement
         with respect to such Restricted Stock.

20.2.    Financial Statements.  The Company will provide financial statements to
         each Participant prior to such Participant's purchase of Shares under
         the Plan, and to each Participant annually during the period such
         Participant has Awards outstanding; provided, however, the Company will
         not be required to provide such financial statements to Participants
         whose services in connection with the Company assure them access to
         equivalent information.

20.3.    Restrictions on Shares.  At the discretion of the Administrator, the
         Company may reserve  to itself and/or its assignee(s) in the Award
         Agreement a right to repurchase a portion of or all Shares issued
         pursuant to such Award Agreement and held by a Participant
         following such Participant's Termination at any time within 90 days
         after the later of Participant's Termination Date or the date
         Participant purchases Shares under the Plan, for cash and/or
         cancellation of purchase money indebtedness, at the Participant's
         Exercise  Price or such other price as the Administrator may determine
         at the time of the grant of the Award.


ARTICLE 21.  CERTIFICATES.

21.1.    Legal Restrictions; Stock Legends.  All Shares or other securities
         delivered under this Plan will be subject to such stock transfer
         orders, legends and other restrictions as the Administrator may deem
         necessary or advisable, including restrictions under any
         applicable federal, state or foreign securities law, or any rules,
         regulations and other requirements promulgated under such laws or any
         stock exchange or automated quotation  system upon which the Shares may
         be listed or quoted and each stock certificate evidencing such Shares
         and other certificates shall be appropriately legended.

ARTICLE 22.  ESCROW; PLEDGE OF SHARES.

22.1     Deposit of Shares; Escrow.  To enforce any restrictions on a
         Participant's Shares, the Administrator may require the Participant to
         deposit all stock certificates evidencing Shares, together with stock
         powers or other instruments of transfer approved by the Administrator,
         appropriately endorsed in blank, with the Company or an agent
         designated

                                       26
<PAGE>


         by the Company to hold in escrow until such restrictions
         have lapsed or terminated, and the Administrator may cause a legend or
         legends referencing such restrictions to be placed on the certificates.
         Any Participant who is permitted to execute a promissory note
         as partial or full consideration for the purchase of Shares under the
         Plan will be required to pledge and deposit with the Company all or
         part of the Shares so purchased as collateral to secure the payment of
         Participant's obligation to the Company under the promissory note;
         provided, however, that the Administrator may require or accept other
         or additional forms of collateral to secure the payment of such
         obligation and, in any event, the Company will have full recourse
         against the Participant under the promissory note notwithstanding any
         pledge of the Participant's Shares or other collateral.  In
         connection with any pledge of the Shares, Participant will be required
         to execute and deliver a written pledge agreement in such form as the
         Administrator will from time to  time approve.  The Shares purchased
         with the promissory note may be released from the pledge on a pro rata
         basis as the promissory note is paid.


ARTICLE 23.  EXCHANGE AND BUYOUT OF AWARDS.

23.1.    Exchange.  The Administrator may, at any time or from time to time,
         authorize the Company, with the consent of the respective Participants,
         to issue new Awards in exchange for the surrender and cancellation of
         any or all outstanding Awards.

23.2     Buyout of Awards.  The Administrator may, at any time or from time to
         time, authorize the Company to buy from a Participant an Award
         previously granted with payment in  cash, Shares (including Restricted
         Stock) or other consideration, based on such terms and conditions as
         the Administrator and the Participant may agree.


ARTICLE 24.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

24.1.    Compliance with Applicable Laws.  An Award will not be effective unless
         such Award is made in compliance with all applicable federal and state
         securities laws, rules and regulations of any governmental body, and
         the requirements of any stock exchange or automated quotation system
         upon which the Shares may then be listed or quoted, as they are in
         effect on the date of grant of the Award and also on the date of
         exercise or other issuance. Notwithstanding any other provision in this
         Plan, the Company will have no obligation to issue or deliver stock
         certificates for Shares under this Plan prior to:
             (a)  obtaining any approvals from governmental agencies that the
             Administrator determines are necessary or advisable; and/or
             (b)  completion of any registration or other qualification of such
             Shares under any state or federal law or ruling of any governmental
             body that the Administrator determines to be necessary or
             advisable.

24.2.    No Obligation to Register Shares or Awards.  The Company will be under
         no obligation to register the Shares under the Securities Act or to
         effect compliance with the

                                       27
<PAGE>

         registration, qualification or listing requirements of any state
         securities laws, stock exchange or automated quotation system, and the
         Company will have no liability for any inability or failure to do so.


ARTICLE 25.  NO OBLIGATION TO EMPLOY.

25.1.    No Right to Employment or Continuation of Relationship.  Nothing in
         this Plan or any Award granted under the Plan will confer or be deemed
         to confer on any Participant any right to continue in the employ of,
         or to continue any other relationship with, the Company or any Parent,
         Subsidiary or Affiliate of the Company or limit in any way the
         right of the Company or any Parent, Subsidiary or Affiliate of the
         Company to terminate Participant's employment or other relationship at
         any time, with or without cause.


ARTICLE 26.  NONEXCLUSIVITY OF THE PLAN.

26.1.    Neither the adoption of the Plan by the Board, the submission of the
         Plan to the stockholders of the Company for approval, nor any provision
         of this Plan will be construed as creating any limitations on the power
         of the Board to adopt such additional compensation arrangements as the
         Board may deem desirable, including, without limitation, the granting
         of stock options and bonuses otherwise than under the Plan, and
         such arrangements may be either generally applicable or applicable only
         in specific cases.


ARTICLE 27.  MISCELLANEOUS PROVISIONS.

27.1.    No Rights Unless Specifically Granted.  No employee or other person
         shall have any claim or right to be granted an Award under the Plan
         under any contract, agreement or otherwise.  Determinations made by the
         Administrator under the Plan need not be uniform and may be made
         selectively among Eligible Participants under the Plan, whether or not
         such Eligible Participants are similarly situated.

27.2.    No Rights Until Written Evidence Delivered.  No Participant or other
         person shall have any right with respect to the Plan, the Shares
         reserved for issuance under the Plan or in any Award, contingent or
         otherwise, until written evidence of the Award, in the form of
         an Award Agreement, shall have been delivered to the recipient and all
         the terms, conditions and provisions of the Plan and the Award
         applicable to such recipient (and  each person claiming under or
         through such recipient) have been met.

27.3     Compliance with Applicable Law.  No Shares, other Company securities or
         property, other securities or property, or other forms of payment shall
         be issued hereunder with  respect to any Award unless counsel for the
         Company shall be satisfied that such issuance will be in compliance
         with applicable federal, state, local and foreign legal, securities
         exchange and other applicable requirements.

                                       28
<PAGE>


27.4     Compliance with Rule 16b-3.  It is the intent of the Company that the
         Plan comply in all respects with Rule 16b-3 under the Exchange Act,
         that any ambiguities or inconsistencies in construction of the Plan be
         interpreted to give effect to such intention and that if any provision
         of the Plan is found not to be in compliance with Rule 16b-3, such
         provision shall be deemed null and void to the extent required to
         permit the Plan to comply with Rule 16b-3.

27.5.    Right to Withhold Payments.  The Company and any Parent, Subsidiary and
         Affiliate of the Company shall have the right to deduct from any
         payment made under the Plan, any federal, state, local or foreign
         income or other taxes required by law to be withheld with  respect to
         such payment.  It shall be a condition to the obligation of the Company
         to issue Shares, other securities or property of the Company, other
         securities or property, or other forms of payment, or any combination
         thereof, upon exercise, settlement or payment of any Award under the
         Plan, that the Participant (or any beneficiary or person entitled to
         act) pay to the Company, upon its demand, such amount as may be
         requested by the Company for the purpose of satisfying any liability to
         withhold federal, state, local or foreign income or other taxes.  If
         the amount requested is not paid, the Company may refuse to issue
         Shares, other securities or property of the Company, other securities
         or property, or other forms of payment, or any combination thereof.
         Notwithstanding anything in the Plan to the contrary, the Administrator
         may permit an Eligible Participant (or any beneficiary or person
         entitled to act) to elect to pay a portion or all of the amount
         requested by the Company for such taxes with respect to such Award, at
         such time and in such manner as the Administrator shall deem to be
         appropriate, including, but not limited to, by authorizing the Company
         to withhold, or agreeing to surrender to the Company on or about the
         date such tax liability is determinable, Shares, other securities or
         property of the Company, other securities or property, or other forms
         of payment, or any combination thereof, owned by such person or a
         portion of such forms of payment that would otherwise be distributed,
         or have been distributed, as the case may be, pursuant to such
         Award to such person, having a fair market value equal to the amount
         of such taxes.

27.6.    Expenses of Administration.  The expenses of the Plan shall be borne by
         the Company.   However, if an Award is made to an individual employed
         by or performing services for a Parent, Subsidiary or Affiliate of the
         Company:
                 (a)  if such Award results in payment of cash to the
             Participant, such Parent, Subsidiary or Affiliate shall pay to the
             Company an amount equal to such cash payment unless the
             Administrator shall otherwise determine;
                 (b)  if the Award results in the issuance by the Company to the
             Participant of Shares, other securities or property of the Company,
             other securities or property, or other forms of payment, or any
             combination thereof, such Parent, Subsidiary or Affiliate of the
             Company shall, unless the Administrator shall otherwise determine,
             pay to the Company an amount equal to the fair market value
             thereof, as determined by the Administrator, on the date such
             Shares, other securities or property of the Company, other
             securities or property, or other forms of payment, or any
             combination thereof, are issued (or, in the case of the issuance
             of Restricted Stock or of Shares, other securities or property of
             the Company, or

                                       29
<PAGE>

             other securities or property, or other forms of payment subject to
             transfer and forfeiture conditions, equal to the fair market value
             thereof on the date on which they are no longer subject to such
             applicable restrictions), minus the amount, if any, received by the
             Company in respect of the purchase of such Shares, other
             securities or property of the Company, other securities or property
             or other forms of payment, or any combination thereof, all as the
             Administrator shall determine; and
                 (c)  the foregoing obligations of any such Parent, Subsidiary
             or Affiliate of the Company shall survive and remain in effect and
             binding on such entity even if its status as a Parent, Subsidiary
             or Affiliate of the Company should subsequently cease, except as
             otherwise agreed by the Company and such Parent, Subsidiary or
             Affiliate.

27.7.    Unfunded Plan.  The Plan shall be unfunded.  The Company shall not be
         required to establish any special or separate fund or to make any other
         segregation of assets to assure the payment of any Award under the
         Plan, and rights to the payment of Awards shall be no greater than the
         rights of the Company's general creditors.

27.8.    Acceptance of Award Deemed Consent.  By accepting any Award or other
         benefit under the Plan, each Participant and each person claiming under
         or through such Participant shall be conclusively deemed to have
         indicated such Participant's (or other person's) acceptance and
         ratification of, and consent to, any action taken by the Company,
         Administrator or Board or their respective delegates under the Plan.

27.9.    Fair Market Value Determined By the Administrator.  Fair market value
         in relation to other securities or property of the Company, other
         securities or property or other forms of payment of Awards under the
         Plan, or any combination thereof, as of any specific time,
         shall mean such value as determined by the Administrator in accordance
         with the Plan and applicable law.

27.10.   Use of Terms.  For the purposes of the Plan, in the use of any term,
         the singular includes the plural and the plural includes the singular
         wherever appropriate.

27.11.   Filing of Reports.  The appropriate officers of the Company shall
         cause to be filed any reports, returns or other information regarding
         Awards hereunder or any Shares issued pursuant hereto as may be
         required by Section 13 or 15(d) of the Exchange Act (or any
         successor provision) or any other applicable statute, rule or
         regulation.

27.12.   Validity; Construction; Interpretation.  The validity, construction,
         interpretation, administration and effect of the Plan, and of its rules
         and regulations, and rights relating to the Plan and Award Agreements
         and to Awards granted under the Plan, shall be governed by the
         substantive laws, but not the choice of law rules, of the State of
         Delaware.

                                       30