<PAGE>
                                                                    EXHIBIT 10.8




                                      FORM
                                       OF
                              BRILLIAN CORPORATION

                        2003 EMPLOYEE STOCK PURCHASE PLAN



<PAGE>

                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                          PAGE
<S>                                                                       <C>
ARTICLE 1.    Purpose .................................................     3
     1.1.     Name ....................................................     3
     1.2.     Purpose .................................................     3
     1.3.     Qualification ...........................................     3
ARTICLE 2.    Definitions .............................................     3
     2.1.     Base Pay ................................................     3
     2.2.     Code ....................................................     3
     2.3.     Closing Price ...........................................     3
     2.4.     Committee ...............................................     3
     2.5.     Distributing ............................................     3
     2.6.     Distribution Date .......................................     3
     2.7.     Employee ................................................     3
     2.8.     Entry Date ..............................................     3
     2.9.     Exercise Date ...........................................     3
     2.10.    Exercise Period .........................................     3
     2.11.    First Offering Date .....................................     3
     2.12.    Offering ................................................     4
     2.13.    Offering Date ...........................................     4
     2.14.    Offering Period .........................................     4
     2.15.    Option ..................................................     4
     2.16.    Option Price ............................................     4
     2.17.    Participating Company ...................................     4
     2.18.    Participant .............................................     4
     2.19.    Participation Amount ....................................     4
     2.20.    Stock ...................................................     4
     2.21.    Subsidiary Corporation ..................................     4
     2.22.    Trading Day .............................................     4
ARTICLE 3.    Eligibility and Participation ...........................     4
     3.1.     Initial Eligibility .....................................     4
     3.2.     Leave of Absence ........................................     4
     3.3.     Restrictions on Participation ...........................     5
     3.4.     Commencement of Participation ...........................     5
ARTICLE 4.    Offering Periods ........................................     5
     4.1.     Offering Periods ........................................     5
ARTICLE 5.    Payroll Deductions ......................................     5
     5.1.     Percentage of Participation .............................     5
     5.2.     Calculation of Base Pay .................................     6
     5.3.     Participant's Account ...................................     6
     5.4.     Changes in Payroll Deductions ...........................     6
     5.5.     Leave of Absence ........................................     6
ARTICLE 6.    Granting of Option ......................................     6
     6.1.     Number of Option Shares .................................     6
     6.2.     Option Price ............................................     6
ARTICLE 7.    Exercise of Option ......................................     6
     7.1.     Automatic Exercise ......................................     6
     7.2.     Fractional Shares .......................................     7
     7.3.     Transferability of Option ...............................     7
     7.4.     Delivery of Stock .......................................     7
ARTICLE 8.    Withdrawal ..............................................     7
     8.1.     In General ..............................................     7
     8.2.     Effect on Subsequent Participation ......................     7
     8.3.     Termination of Employment ...............................     7
     8.4.     Termination of Employment Due to Death ..................     7
     8.5.     Leave of Absence ........................................     8
ARTICLE 9.    Interest ................................................     8
</Table>


                                        i

<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                          PAGE
<S>                                                                       <C>
     9.1.     Payment of Interest .....................................     8
ARTICLE 10.   Stock ...................................................     8
     10.1.    Maximum Shares ..........................................     8
     10.2.    Participant's Interest in Option Stock ..................     8
     10.3.    Registration of Stock ...................................     8
     10.4.    Restrictions on Exercise ................................     8
ARTICLE 11.   Administration ..........................................     9
     11.1.    Appointment of Committee ................................     9
     11.2.    Authority of Committee ..................................     9
     11.3.    Rules Governing Administration of the Committee .........     9
ARTICLE 12.   Miscellaneous ...........................................     9
     12.1.    Designation of Beneficiary ..............................     9
     12.2.    Transferability .........................................     9
     12.3.    Use of Funds ............................................     9
     12.4.    Adjustment Upon Changes in Capitalization ...............     9
     12.5.    Amendment and Termination ...............................    10
     12.6.    No Employment Rights ....................................    10
     12.7.    Effect of Plan ..........................................    10
     12.8.    Governing Law ...........................................    10
</Table>


                                       ii


<PAGE>

                                 BRILLIAN, INC.
                        2003 EMPLOYEE STOCK PURCHASE PLAN

                                   ARTICLE 1.
                                     PURPOSE

         1.1. NAME. This Stock Purchase Plan shall be known as the Brillian 2003
Employee Stock Purchase Plan (the "Plan").

         1.2. PURPOSE. The Plan is intended to provide a method whereby
employees of Brillian, Inc., a Delaware corporation (the "Company"), and one or
more of its Subsidiary Corporations will have an opportunity to acquire a
proprietary interest in the Company through the purchase of shares of the Common
Stock of the Company.

         1.3. QUALIFICATION. It is the intention of the Company to have the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code. The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

                                   ARTICLE 2.
                                   DEFINITIONS

         2.1. BASE PAY. "Base Pay" shall mean the estimated annual compensation
of an Employee and (a) with respect to a salaried Employee, shall be based on
such Employee's current annual salary and (b) with respect to a hourly Employee,
shall be based on such Employee's RHE times such Employee's regular
straight-time hourly rate. Shift premium, bonuses, "skill-based" pay, and other
special payments, commissions (unless such commissions represent the primary
source of compensation, as determined by the Committee) and other marketing
incentive payments shall not be included in Base Pay. For purpose of the
foregoing, "RHE" for a full-time Employee shall mean the sum of (a) 2080 and (b)
1.5 times the estimated number of overtime hours to be worked annually and "RHE"
for a part-time Employee shall mean 1040. If any Offering is a six-month
Offering, the Base Pay shall be divided by one-half.

         2.2. CODE. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

         2.3. CLOSING PRICE. "Closing Price" shall have the meaning set forth in
Section 6.2.

         2.4. COMMITTEE. "Committee" shall have the meaning set forth in Section
11.1.

         2.5. DISTRIBUTING. "Distributing" means Three-Five Systems, Inc.

         2.6. DISTRIBUTION DATE. "Distribution Date" means the date Distributing
distributed shares of the Company to its shareholders.

         2.7. EMPLOYEE. "Employee" shall mean any person who is customarily
employed on a full-time or part-time basis by the Company and is regularly
scheduled to work more than 20 hours per week.

         2.8. ENTRY DATE. "Entry Date" means the first day of each Exercise
Period.

         2.9. EXERCISE DATE. "Exercise Date" means the last Trading Day ending
on or before each June 30 and December 31.

         2.10. EXERCISE PERIOD. "Exercise Period" means, for any Offering
Period, each period commencing on the Offering Date and on the day after each
Exercise Date, and terminating on the immediately following Exercise Date.

         2.11. FIRST OFFERING DATE. "First Offering Date" means the first
Trading Day after the Distribution Date.


<PAGE>

         2.12. OFFERING. "Offering" shall have the meaning set forth in Section
4.1.

         2.13. OFFERING DATE. "Offering Date" means the first Trading Day of
each Offering Period; provided, that in the case of an individual who becomes
eligible to become a Participant under Section 3.1 after the first Trading Day
of an Offering Period, the term "Offering Date" shall mean the first Trading Day
of the Exercise Period coinciding with or next succeeding the day on which that
individual becomes eligible to become a Participant. Options granted after the
first day of an Offering Period will be subject to the same terms as the options
granted on the first Trading Day of such Offering Period except that they will
have a different grant date (thus, potentially, a different exercise price) and,
because they expire at the same time as the options granted on the first Trading
Day of such Offering Period, a shorter term.

         2.14. OFFERING PERIOD. "Offering Period" means, subject to adjustment
as provided in Section 4.1, (i) with respect to the first Offering Period, the
period beginning on the First Offering Date and ending on December 31, 2004, and
(ii) with respect to each Offering Period thereafter, the period beginning on
the January 1 immediately following the end of the previous Offering Period and
ending on the December 31 which is 24 months thereafter.

         2.15. OPTION. "Option" shall have the meaning set forth in Section 6.1.

         2.16. OPTION PRICE. "Option Price" shall have the meaning set forth in
Section 6.2.

         2.17. PARTICIPATING COMPANY. "Participating Company" shall mean the
Company and such Subsidiary Corporations as may be designated from time to time
by the Board of Directors of the Company.

         2.18. PARTICIPANT. "Participant" shall have the meaning set forth in
Section 3.4.

         2.19. PARTICIPATION AMOUNT. "Participation Amount" shall have the
meaning set forth in Section 5.1.

         2.20. STOCK. "Stock" shall mean the Common Stock of the Company, par
value $.001 per share.

         2.21. SUBSIDIARY CORPORATION. "Subsidiary Corporation" shall mean any
present or future corporation which would be a "subsidiary corporation" of the
Company, as that term is defined in Code Section 424.

         2.22. TRADING DAY. "Trading Day" shall mean a day on which the national
stock exchanges and the Nasdaq System are open for trading.

                                   ARTICLE 3.
                          ELIGIBILITY AND PARTICIPATION

         3.1. INITIAL ELIGIBILITY. Any Employee who shall have completed six
months of continuous employment with a Participating Company and is employed by
a Participating Company on the date such Employee's participation in the Plan is
to become effective shall be eligible to participate in Offerings under the Plan
that commence on or after such six month employment period has concluded.
Notwithstanding the foregoing, however, any Employee who is employed by a
Participating Company as of the Distribution Date shall be eligible to
participate in the Offering regardless of the length of such Employee's
employment with a Participating Company prior to such date. Any corporation that
becomes a Subsidiary Corporation after the initial Offering Date shall become a
Participating Company only upon the decision of the Board of Directors of the
Company to designate such Subsidiary Corporation as a Participating Company and
to extend the benefits of the Plan to its eligible Employees. In the event that
the Company or any Subsidiary Corporation acquires a substantial portion of the
assets of another company, such company shall be regarded as a Participating
Company upon the decision of the Board of Directors of the Company to designate
such company as a Participating Company and to extend the benefits of the Plan
to its eligible Employees.

         3.2. LEAVE OF ABSENCE. For purposes of participation in the Plan, a
person on leave of absence shall be deemed to be an Employee for the first 90
days of such leave of absence and such Employee's employment shall be deemed to
have terminated at the close of business on the 90th day of such leave of
absence unless such


                                       4
<PAGE>

Employee shall have returned to regular full-time or part-time employment (as
the case may be) prior to the close of business on such 90th day. Termination by
a Participating Company of any Employee's leave of absence, other than
termination of such leave of absence on return to full time or part time
employment, shall terminate an Employee's employment for all purposes of the
Plan and shall terminate such Employee's participation in the Plan and right to
exercise any Option.

         3.3. RESTRICTIONS ON PARTICIPATION. Notwithstanding any provision of
the Plan to the contrary, no Employee shall be granted an Option to participate
in the Plan:

                  (a) if, immediately after the grant, such Employee would own
Stock, and/or hold outstanding Options to purchase Stock, possessing five
percent or more of the total combined voting power or value of all classes of
Stock of the Company (for purposes of this paragraph, the rules of Section
424(d) of the Code shall apply in determining Stock ownership of any Employee);
or

                  (b) which permits such Employee's rights to purchase Stock
under all employee stock purchase plans of the Company and all Participating
Companies to accrue at a rate that exceeds $25,000 in fair market value of the
Stock (determined at the time such Option is granted) for each calendar year in
which such Option is outstanding.

         3.4. COMMENCEMENT OF PARTICIPATION. An eligible Employee may become a
participant ("Participant") by completing the enrollment forms prescribed by the
Committee (including a purchase agreement and a payroll deduction authorization)
and filing such forms with the designated office of the Company prior to the
Offering Date for the next scheduled Offering. Payroll deductions for a
Participant shall commence on the next scheduled Offering Date when such
Participant's authorization for a payroll deduction becomes effective and shall
continue in effect for the term of this Plan, except to the extent such payroll
deduction is changed in accordance with this Section 3.4 or terminated in
accordance with Article 8. Subject to Section 5.4, a Participant may, at any
time, increase or decrease the rate of, or cease, the Participant's payroll
deductions by filing the appropriate form with the designated office of the
Company and such change shall become effective as of the next applicable
Offering Date.

                                   ARTICLE 4.
                                OFFERING PERIODS

         4.1. OFFERING PERIODS. The Plan shall generally be implemented by a
series of Offering Periods. The first Offering Period shall commence on the
First Offering Date and end on December 31, 2004, and succeeding Offering
Periods shall commence on the January 1 immediately following the end of the
previous Offering Period and end on the December 31 which is 24 months
thereafter. If, however, the Fair Market Value of a share of Common Stock on any
Exercise Date (except the final scheduled Exercise Date of any Offering Period)
is lower than the Fair Market Value of a share of Common Stock on the Offering
Date, then the Offering Period in progress shall end immediately following the
close of trading on such Exercise Date, and a new Offering Period shall begin on
the next subsequent January 1 or July 1, as applicable, and shall extend for a
24 month period ending on December 31 or June 30, as applicable. Subsequent
Offering Periods shall commence on the January 1 or July 1, as applicable,
immediately following the end of the previous Offering Period and shall extend
for a 24 month period ending on December 31 or June 30, as applicable. The
Committee shall have the power to make other changes to the duration and/or the
frequency of Offering Periods with respect to future offerings if such change is
announced at least five (5) days prior to the scheduled beginning of the first
Offering Period to be affected.

                                   ARTICLE 5.
                               PAYROLL DEDUCTIONS

         5.1. PERCENTAGE OF PARTICIPATION. At the time an Employee files
authorization for payroll deductions and becomes a Participant in the Plan, the
Employee shall elect to have deductions made from the Employee's pay on each
payday during the time the Employee is a Participant in an Offering. Such
deductions shall be an amount equal to the Employee's Participation Amount
divided by the number of payroll periods occurring during the Offering. An
Employee's "Participation Amount" shall equal the rate of 1, 2, 3, 4, 5, 6, 7,
8, 9 or 10 percent (as elected by the Employee) times such Employee's Base Pay
in effect at the Offering Date of such Offering; provided,


                                       5
<PAGE>


however, that prior to any Offering Date, the Committee shall have the
discretion to limit deductions to less than 10 percent (but no less than 5
percent) for any Offering.

         5.2. CALCULATION OF BASE PAY. An Employee's Base Pay as of an Offering
Date and whether an Employee is "part-time" shall be determined in the
discretion of the Committee based on the provisions of this Plan. In calculating
an Employee's normal weekly rate of pay under this Section 5.2, retroactive
adjustments occurring during an Offering that are retroactive to the last day
prior to the Offering Date of that particular Offering shall be taken into
account. In addition, if an Employee's Base Pay includes commissions, the
Committee may set such Employee's Base Pay based upon commission averages and
standards as determined in the discretion of the Committee.

         5.3. PARTICIPANT'S ACCOUNT. All payroll deductions made for a
Participant pursuant to this Article 5 shall be credited to such Participant's
account under the Plan. A Participant may not make any separate cash payment
into such account except when on leave of absence and then only as provided in
Section 5.5.

         5.4. CHANGES IN PAYROLL DEDUCTIONS. A Participant may discontinue
participation in the Plan as provided in Article 8, but no other change can be
made during an Offering and, specifically, a Participant may not alter the
amount of such Participant's payroll deductions for that Offering.

         5.5. LEAVE OF ABSENCE. If a Participant goes on a leave of absence,
such Participant shall have the right to elect: (a) to withdraw the balance in
such Participant's account pursuant to Section 8.1 hereof, or (b) to discontinue
contributions to the Plan but remain a Participant in the Plan, or remain a
Participant in the Plan during such leave of absence, authorizing deductions to
be made from payments by the Company to the Participant during such leave of
absence and undertaking to make cash payments to the Plan at the end of each
payroll period to the extent that amounts payable by the Participating Company
to such Participant are insufficient to meet such Participant's authorized Plan
deductions.

                                   ARTICLE 6.
                               GRANTING OF OPTION

         6.1. NUMBER OF OPTION SHARES. On each Offering Date, a Participant
shall be deemed to have been granted an option ("Option") to purchase a maximum
number of shares of Stock equal to the Participation Amount with respect to such
Participant, divided by the Option Price, determined as provided in Section 6.2
hereof.

         6.2. OPTION PRICE. The "Option Price" of Stock for each Offering shall
be the lower of (a) 85% of the greater of (i) the Closing Price of the Stock on
the Offering Date or (ii) the Closing Price of the Stock on the Entry Date on
which Employee elects to become a Participant within the Offering Period, or (b)
85% of the Closing Price of the Stock on the Exercise Date. The "Closing Price"
of the Stock as to a particular day shall be the closing price of the Stock as
reported for such day in the Wall Street Journal or in such other source as the
Committee deems reliable. If the Stock is not traded on the Nasdaq or other
principal exchange or market on which it is authorized or listed for trading on
the Offering Date, the Entry Date and/or the Exercise Date, as the case may be,
the Closing Price for the Stock as to any of such dates on which such trading
did not occur shall be the Closing Price on the nearest prior business day on
which trading did occur.

                                   ARTICLE 7.
                               EXERCISE OF OPTION

         7.1. AUTOMATIC EXERCISE. Unless a Participant gives written notice to
the Company as hereinafter provided, such Participant's Option for the purchase
of Stock granted under Section 6.1 hereof will be deemed to have been exercised
automatically on the Offering Termination Date applicable to such Offering for
the purchase of the number of full shares of Stock that the accumulated payroll
deductions in such Participant's account at that time will purchase at the
applicable Option Price (but not in excess of the number of shares for which
Options have been granted to the Employee pursuant to Section 6.1 hereof).


                                       6
<PAGE>


         7.2. FRACTIONAL SHARES. Fractional shares will not be issued under the
Plan and any accumulated payroll deductions that would have been used to
purchase fractional shares will be, at the option of the Committee, either (a)
returned (without interest) to the Participant promptly following the
termination of an Offering, or (b) added to the Participation Amount for such
Participant and held for the purchase of Stock in connection with the next
Offering; provided, however, that such amount (without interest) shall be
refunded to any Participant who provides the Company with a written request for
a refund prior to the use of such amount to purchase Stock at the end of the
next Offering.

         7.3. TRANSFERABILITY OF OPTION. During a Participant's lifetime,
Options held by such Participant shall be exercisable only by such Participant.

         7.4. DELIVERY OF STOCK. As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each Participant,
as appropriate, the Stock purchased upon exercise of such Participant's Option.
All Stock delivered to each Participant will contain a restriction stating that
such Stock is restricted from being transferred for a period of one year from
the date of issuance unless the Committee otherwise consents. The Committee may
withhold its consent to any such transfer in its absolute and sole discretion.
Any transfer in violation of the legend placed on each such stock certificate
shall be void ab initio. In no event, however, shall Stock be forfeited for
violation of the transfer restriction.

                                   ARTICLE 8.
                                   WITHDRAWAL

         8.1. IN GENERAL. At any time prior to the last five days of an
Offering, a Participant may withdraw payroll deductions credited to such
Participant's account under the Plan by giving written notice to the designated
office of the Company, which withdrawal notice shall be in form and substance as
decided by the Committee. All of the Participant's payroll deductions credited
to the Participant's account will be paid to the Participant promptly after
receipt of such Participant's notice of withdrawal, and no further payroll
deductions will be made from the Participant's pay during such Offering or
during any subsequent Offering unless the Participant re-enrolls as provided in
Section 8.2 hereof. The Company may, at its option, treat any attempt by a
Participant to borrow on the security of such Participant's accumulated payroll
deductions as an election to withdraw such deductions.

         8.2. EFFECT ON SUBSEQUENT PARTICIPATION. An Employee's withdrawal from
any Offering will not have any effect upon such Employee's eligibility to
participate in any succeeding Offering or in any similar plan that may hereafter
be adopted by the Company. In order to be eligible for a subsequent Offering;
however, an Employee who has withdrawn from an Offering must satisfy the
requirements of Section 3.4 hereof prior to the Offering Date of such subsequent
Offering.

         8.3. TERMINATION OF EMPLOYMENT. Upon termination of a Participant's
employment for any reason, including retirement (but excluding death or
permanent disablement while in the employ of a Participating Company or
continuation of a leave of absence for a period beyond 90 days), the payroll
deductions credited to such Participant's account will be returned to the
Participant, or, in the case of the Participant's death subsequent to the
termination of such Participant's employment, to the person or persons entitled
thereto under Section 12.1 hereof.

         8.4. TERMINATION OF EMPLOYMENT DUE TO DEATH. Upon termination of a
Participant's employment because of death or permanent disablement, the
Participant or Participant's beneficiary (as defined in Section 12.1 hereof)
shall have the right to elect, by written notice given to the designated office
of the Company prior to the earlier of the Offering Termination Date or the
expiration of a period of 60 days commencing with the termination of the
Participant's employment, either:

                  (a) to withdraw all of the payroll deductions credited to the
Participant's account under the Plan; or

                  (b) to exercise the Participant's Option on the next Offering
Termination Date and purchase the number of full shares of Stock that the
accumulated payroll deductions in the Participant's account at the date of

                                       7
<PAGE>


the Participant's cessation of employment will purchase at the applicable Option
Price, and any excess in such account will be returned to said beneficiary,
without interest.

In the event that no such written notice of election shall be duly received by
the designated office of the Company, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the Participant's
Option.

         8.5. LEAVE OF ABSENCE. A Participant on leave of absence shall, subject
to the election made by such Participant pursuant to Section 5.5 hereof,
continue to be a Participant in the Plan so long as such Participant is on
continuous leave of absence. A Participant who has been on leave of absence for
more than 90 days and who therefore is not an Employee for the purpose of the
Plan shall not be entitled to participate in any Offering commencing after the
90th day of such leave of absence. Notwithstanding any other provisions of the
Plan, unless a Participant on leave of absence returns to regular full time or
part time employment with the Company at the earlier of: (a) the termination of
such leave of absence, or (b) three months after the 90th day of such leave of
absence, such Participant's participation in the Plan shall terminate on
whichever of such dates first occurs.

                                   ARTICLE 9.
                                    INTEREST

         9.1. PAYMENT OF INTEREST. No interest will be paid or allowed on any
money paid into the Plan or credited to the account of any Participant,
including any interest paid on any and all money which is distributed to a
Participant or such Participant's beneficiary pursuant to the provisions of
Sections 7.2, 8.1, 8.3, 8.4 and 10.1 hereof.

                                   ARTICLE 10.
                                      STOCK

         10.1. MAXIMUM SHARES. The maximum number of shares of Stock that shall
be issued under the Plan, subject to adjustment upon changes in capitalization
of the Company as provided in Section 12.4 hereof, shall be 200,000 shares. If
the total number of shares for which Options are exercised on any Offering
Termination Date in accordance with Article 6 exceeds the maximum number of
shares for the applicable Offering, the Company shall make a pro rata allocation
of the shares available for delivery and distribution in as nearly a uniform
manner as shall be practicable and as the Committee shall determine to be
equitable, and the balance of payroll deductions credited to the account of each
Participant under the Plan shall be returned to such Participant as promptly as
possible.

         10.2. PARTICIPANT'S INTEREST IN OPTION STOCK. A Participant will have
no interest in Stock covered by such Participant's Option until such Option has
been exercised.

         10.3. REGISTRATION OF STOCK. Stock to be delivered to a Participant
under the Plan will be registered in the name of the Participant, or, if the
Participant so directs by written notice to the designated office of the Company
prior to the Offering Termination Date applicable thereto, in the names of the
Participant and the Participant's spouse, in the form and manner permitted by
applicable law.

         10.4. RESTRICTIONS ON EXERCISE. The Board of Directors may, in its
discretion, require as conditions to the exercise of any Option that the shares
of Stock reserved for issuance upon the exercise of the Option shall have been
duly listed, upon official notice of issuance, upon the New York Stock Exchange
or other principal exchange or market on which the Common Stock is authorized or
listed for trading, and that either:

         (a) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective; or

         (b) the Participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that it is such Participant's
intention to purchase the shares for investment and not for resale or
distribution.


                                       8
<PAGE>


                                  ARTICLE 11.
                                 ADMINISTRATION

         11.1. APPOINTMENT OF COMMITTEE. The Board of Directors shall appoint a
committee ("Committee") to administer the Plan, which shall consist of no fewer
than two (2) members of the Board of Directors. Members of the Committee who are
Employees shall be eligible to purchase Stock under the Plan.

         11.2. AUTHORITY OF COMMITTEE. Subject to the express provisions of the
Plan, the Committee shall have plenary authority in its discretion to interpret
and construe any and all provisions of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. The Committee's determination
regarding the foregoing matters shall be conclusive. The Committee may delegate
its authority as it deems necessary or appropriate.

         11.3. RULES GOVERNING ADMINISTRATION OF THE COMMITTEE. The Board of
Directors may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed and may fill vacancies,
however caused, in the Committee. The Committee may select one of its members as
its Chairman and shall hold its meetings at such times and places as it shall
deem advisable and may hold telephonic meetings. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the extent it
shall deem desirable. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

                                  ARTICLE 12.
                                  MISCELLANEOUS

         12.1. DESIGNATION OF BENEFICIARY. A Participant may file a written
designation of a beneficiary who is to receive any Stock and/or cash that such
Participant would be entitled to under the Plan. Such designation of beneficiary
may be changed by the Participant at any time by written notice to the
designated office of the Company. Upon the death of a Participant and upon
receipt by the Company of proof of identity and existence at the Participant's
death of a beneficiary validly designated by the Participant under the Plan, the
Company shall deliver such Stock and/or cash to such beneficiary. In the event
of the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such Participant's death,
the Company shall deliver such Stock and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such Stock and/or cash to the spouse or to any
one or more dependents of the Participant as the Company may designate. No
beneficiary shall, prior to the death of the Participant by whom he has been
designated, acquire any interest in the Stock or cash credited to the
Participant under the Plan.

         12.2. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to an Option granted under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant, other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Article 8.

         12.3. USE OF FUNDS. All payroll deductions received or held by the
Company under this Plan may be used by the Company for any corporate purpose and
the Company shall not be obligated to segregate such payroll deductions.

         12.4. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

                  (a) If, while any Options are outstanding, the outstanding
shares of Stock of the Company have increased, decreased, changed into, or been
exchanged for a different number or type of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification, stock split
(whether or not effected in


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<PAGE>


the form of a stock dividend), reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in the
number and/or type of shares of Stock that are subject to purchase under
outstanding Options and to the Option Price applicable to such outstanding
Options. In addition, in any such event, the number and/or type of shares of
Stock which may be offered in the Offerings described in Article 4 hereof shall
also be proportionately adjusted.

                  (b) Upon the dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the assets or stock of the Company to
another corporation, the holder of each Option then outstanding under the Plan
will thereafter be entitled to receive at the next Offering Termination Date
upon the exercise of such Option for each share as to which such Option shall be
exercised, as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of Stock was entitled to receive
upon and at the time of such transaction. The Board of Directors shall take such
steps in connection with such transactions as the Board shall deem necessary to
assure that the provisions of this Section 12.4 shall thereafter be applicable,
as nearly as reasonably may be determined, in relation to the said cash,
securities and/or property as to which such holder of such Option might
thereafter be entitled to receive.

         12.5. AMENDMENT AND TERMINATION. The Board of Directors shall have
complete power and authority to terminate or amend the Plan; provided; however,
that the Board of Directors shall not, without the approval of the stockholders
of the Company (a) increase the maximum number of shares that may be issued
under the Plan (except pursuant to Section 12.4 hereof); or (b) amend the
requirements as to the class of Employees eligible to purchase Stock under the
Plan. No termination, modification, or amendment of the Plan may, without the
consent of a Participant then holding an Option under the Plan to purchase
stock, adversely affect the rights of such Participant under such Option.

         12.6. NO EMPLOYMENT RIGHTS. The Plan does not, directly or indirectly,
create in any Employee or class of Employees any right with respect to
continuation of employment by any Participating Company, and it shall not be
deemed to interfere in any way with any Participating Company's right to
terminate, or otherwise modify, an Employee's employment at any time.

         12.7. EFFECT OF PLAN. The provisions of the Plan shall, in accordance
with its terms, be binding upon, and inure to the benefit of, all successors of
each Participant, including, without limitation, such Participant's estate and
the executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.

         12.8. GOVERNING LAW. The law of the State of Delaware will govern all
matters relating to this Plan except to the extent it is superseded by the laws
of the United States.


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