EXHIBIT 4.4

MILLENNIUM INCENTIVE PLAN

1. ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS

        Thoroughbred Interests, Inc. (the "Corporation") hereby establishes the
        MILLENNIUM INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to
        promote the long-term growth and profitability of the Corporation by:
        (i) providing key people with incentives to improve stockholder value
        and to contribute to the growth and financial success of the Corporation
        and (ii) enabling the Corporation to attract, retain and reward the best
        available persons for positions of substantial responsibility.

        The Plan permits the granting of stock options, including non-qualified
        stock options and incentive stock options qualifying under Section 422
        of the Code, in any combination (collectively, "Options"), director
        stock options ("Director Stock Options") stock appreciation rights
        ("SARs"), restricted stock and deferred stock.

2. DEFINITIONS

        Under this Plan, except where the context otherwise indicates, the
following definitions apply:

(a)    "Board" shall mean the Board of Directors of the Corporation.

(b)    "Change in Control" shall mean (i) any sale, exchange or other
disposition of substantially all of the Corporation's assets; or (ii) any
merger, share exchange, consolidation or other reorganization or business
combination in which the Corporation is not the surviving or continuing
corporation, or in which the Corporation's stockholders become entitled to
receive cash, securities of the Corporation other than voting common stock,
or securities of another issuer.

(c)    "Code" shall mean the Internal Revenue Code of 1986, as amended, and any
regulations issued thereunder.

(d)    "Committee" shall mean the Board or committee of Board members
 appointed pursuant to Section 3 of the Plan to administer the Plan.

(e) "Common Stock" shall mean shares of the Corporation's common stock, $.01 par
value.

(f)     "Deferred Stock" shall mean an award made pursuant to Section 10 of the
right to receive Common Stock at the end of a specified  deferral period.

(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(h) "Fair Market Value" of a share of the Corporation's Common Stock for any
purpose on a particular date shall be the last reported sale price per share of
Common Stock, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on a national securities exchange or
included for quotation on a system established by the National Association of
Securities Dealers, Inc. ("Nasdaq System"), or if the Common Stock is not so
listed or admitted to trading or included for quotation, the last quoted price,
or if the Common Stock is not so quoted, the average of the high bid and low
asked prices, regular way, in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System or,
if such system is no longer in use, the principal other automated quotations
system that may then be in use or, if the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices, regular way, as
furnished by a professional market maker making a market in the Common Stock as
selected in good faith by the Committee or by such other source or sources as
shall be selected in good faith by the Committee; and, provided further, that in
the case of incentive stock options, the determination of Fair Market Value
shall be made by the Committee in good faith in conformance with the Treasury
Regulations under Section 422 of the Code. If, as the case may be, the relevant
date is not a trading day, the determination shall be made as of the next
preceding trading day. As used herein, the term "trading day" shall mean a day
on which public trading of securities occurs and is reported in the principal
consolidated reporting system referred to above, or if the Common Stock is not
listed or admitted to trading on a national securities exchange or included for
quotation on the Nasdaq System, any day other than a Saturday, a Sunday or a day
in which banking institutions in the State of New York are closed.

(i)     "Grant Agreement" shall mean a written agreement between the Corporation
and a grantee memorializing the terms and conditions of an Option, Director
Stock Option, SAR, restricted stock or deferred stock granted pursuant to the
Plan.

(j)     "Grant Date" shall mean the date on which the Committee formally acts
 to grant an Option, Director Stock Option, SARs, restricted stock or deferred
 stock to a grantee or such other date as the Committee shall so designate at
 the time of taking such formal action.

(k)     "Parent" shall mean a corporation, whether now or hereafter existing,
 within the meaning of the definition of "parent corporation" provided in
 Section 424(e) of the Code, or any successor thereto of similar import.

(l) "Restricted Stock" shall mean an award of shares of Common Stock that are
subject to restrictions under Section 9.

(m)     "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange Act
 on the effective date of the Plan, or any successor provision prescribing
 conditions necessary to exempt the issuance of securities under the Plan
 (and further transactions in such securities) from Section 16(b) of the
 Exchange Act.

(n) "Securities Act" shall mean the Securities Act of 1933, as amended.

(o)     "Subsidiary" and "Subsidiaries" shall mean only a corporation or
 corporations, whether now or hereafter existing, within the meaning of the
 definition of "subsidiary corporation" provided in Section 424(f) of the Code,
 or any successor thereto of similar import.

3. ADMINISTRATION

(a)     Procedure. The Plan shall be administered by the Board. In the
 alternative, the Board may appoint a Committee consisting of not less than two
 (2) members of the Board to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe. Once appointed,
 the Committee shall continue to serve until otherwise directed by the Board.
 From time to time, the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause)
 and appoint new members in substitution therefor, fill vacancies, however
 caused, and remove all members of the Committee and, thereafter, directly
 administer the Plan. In the event that the Board is the administrator of the
 Plan in lieu of a Committee, the term "Committee" as used herein shall be
 deemed to mean the Board.

        Members of the Board or Committee who are either eligible for Options,
Director Stock Options, SARs, restricted stock or deferred stock grants or have
been granted same may vote on any matters affecting the administration of the
Plan or the grant of Options, Director Stock Options, SARs, restricted stock or
deferred stock pursuant to the Plan, except that no such member shall act upon
the granting of an Option, Director Stock Option, SAR, restricted stock or
deferred stock to himself or herself, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board or the
Committee during which action is taken with respect to the granting of an
Option, SAR, restricted stock or deferred stock to him or her.

        The Committee shall meet at such times and places and upon such notice
as it may determine. A majority of the Committee shall constitute a quorum. Any
acts by the Committee may be taken at any meeting at which a quorum is present
and shall be by majority vote of those members entitled to vote. Additionally,
any acts reduced to writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.

(b)     Rule 16b-3 Requirements. The members of the Committee shall be both
 "non-employee directors" within the meaning of Rule 16b-3, and "outside
 directors" within the meaning of Section 162(m) of the Code. The Board
 shall take all action necessary to cause the Plan to be administered in
 accordance with the then effective provisions of Rule 16b-3, provided that
 any amendment to the Plan required for compliance with such provisions shall
 be made in accordance with Section 10 of the Plan.

(c)     Powers of the Committee. The Committee shall have all the powers
 vested in it by the terms of the Plan, such powers to include authority,
 in its sole and absolute discretion, to grant Options Director Stock Options,
 SARs, restricted stock or deferred stock under the Plan, prescribe Grant
 Agreements evidencing such Options, Director Stock Options, SARs, restricted
 stock or deferred stock and establish programs for granting Options, Director
 Stock Options, SARs, restricted stock or deferred stock. The Committee shall
 have full power and authority to take all other actions necessary to carry
 out the purpose and intent of the Plan, including, but not limited to, the
 authority to:

(i)     determine the eligible persons to whom, and the time or times at which
 Options, Director Stock Options, SARs, restricted stock or deferred stock
 shall be granted,

(ii) determine the types of Options, Director Stock Options, SARs, restricted
stock or deferred stock to be granted,

(iii) determine the number of shares to be covered by each Director Stock
Options, SARs, restricted stock or deferred stock Option,

(iv)    impose such terms, limitations, restrictions and conditions upon any
 such Director Stock Options, SARs, restricted stock or deferred stock Option
 as the Committee shall deem appropriate,

(v)     modify, extend Options, Director Stock Options, SARs, restricted stock
 or deferred stock accept the surrender of outstanding Options, Director Stock
 Options, SARs, restricted stock or deferred stock and substitute new Options,
 Director Stock Options, SARs, restricted stock or deferred stock provided that
 no such action shall be taken with respect to any outstanding Option, Director
 Stock Options, SARs, restricted stock or deferred stock which would adversely
 affect the grantee without the grantee's consent, and

(vi)    accelerate or otherwise change the time in which an Option, Director
 Stock Options, SARs, restricted stock or deferred stock may be exercised, in
 whole or in part, including, but not limited to, any restriction or condition
 with respect to the vesting or exercisability of an Option, Director Stock
Options, SARs, restricted stock or deferred stock following termination of any
 grantee's employment.

        The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable and to interpret same,
all within the Committee's sole and absolute discretion.

(d)     Limited Liability. To the maximum extent permitted by law, no member
 of the Committee shall be liable for any action taken or decision made in good
 faith relating to the Plan or any Option thereunder.

(e)     Indemnification. To the maximum extent permitted by law, the members
 of the Committee shall be indemnified by the Corporation in respect of all
 their activities under the Plan.

(f)     Effect of Committee's Decision. All actions taken and decisions and
determinations made by the Committee on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Committee's sole
 and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Corporation, its stockholders, any participants in
the Plan and any other employee of the Corporation, and their respective
 successors in interest.

4. SHARES AVAILABLE FOR THE PLAN: MAXIMUM AWARDS

        Subject to adjustments as provided in Section 9 of the Plan, the shares
of stock that may be delivered or purchased under the Plan, including with
respect to incentive stock options intended to qualify under Section 422 of the
Code, shall not exceed an aggregate of 10,000,000 shares of Common Stock of the
Corporation. The Corporation shall reserve said number of shares for Options,
Director Stock Options, SARs, restricted stock or deferred stock to be awarded
under the Plan, subject to adjustments as provided in Section 9 of the Plan. If
any Option, Director Stock Option, SAR, restricted stock or deferred stock, or
portion of same, under the Plan expires or terminates unexercised, becomes
unexercisable or is forfeited or otherwise terminated, surrendered or canceled
as to any shares, the shares subject to such Option, Director Stock Option, SAR,
restricted stock deferred stock or shall thereafter be available for further
Options, Director Stock Options, SARs, restricted stock or deferred stock under
the Plan unless such shares would not be deemed available for future Options,
Director Stock Options, SARs, restricted stock or deferred stock pursuant to
Section 16 of the Exchange Act.

5.              PARTICIPATION

        Participation in the Plan shall be open to all employees, officers and
directors of the Corporation, or of any Parent or Subsidiary of the Corporation,
as may be selected by the Committee from time to time. To the extent necessary
to comply with Rule 16b-3 or to constitute an "outside director" within the
meaning of Section 162(m) of the Code, and only in the event that Rule 16b-3 or
Section 162(m) of the Code is applicable to the Plan or an Option, SAR,
restricted stock or deferred stock awarded thereunder, Committee members shall
not be eligible to receive awards of Options, SARs, restricted stock or deferred
stock while members of the Committee. Directors of the Company (other than
directors who are also officers or employees of the Company, its Subsidiaries or
its Parent) are eligible to be granted Director Stock Options pursuant to
Section 7 of the Plan.

        Options, Director Stock Options, SARs, restricted stock or deferred
stock may be granted to such eligible persons and for or with respect to such
number of shares of Common Stock as the Committee shall determine, subject to
the limitations in Section 4 of the Plan. A grant of any type of Option,
Director Stock Option, SAR, restricted stock or deferred stock made in any one
year to an eligible person shall neither guarantee nor preclude a further grant
of that or any other type of Option, Director Stock Options, SARs, restricted
stock or deferred stock to such person in that year or subsequent years.

6. STOCK OPTIONS

        Subject to the other applicable provisions of the Plan, the Committee
may from time to time grant to eligible participants non-qualified stock options
or incentive stock options as that term is defined in Section 422 of the Code.
The Options granted shall be subject to the following terms and conditions.

(a)     Grant of Option. The grant of an Option shall be evidenced by a Grant
 Agreement, executed by the Corporation and the grantee, stating the number of
 shares of Common Stock subject to the Option evidenced thereby and the terms
 and conditions of such Option, in such form as the Committee may from time to
 time determine.

(b)     Price. The price per share payable upon the exercise of each Option
("exercise price") shall be determined by the Committee; provided, however,
that in the case of incentive stock options, the exercise price shall not be
 less than 100% of the Fair Market Value of the shares on the date the Option
is granted.

(c)     Payment. Options may be exercised in whole or in part by payment of
the exercise price of the shares to be acquired in accordance with the
 provisions of the Grant Agreement, and/or such rules and regulations as
 the Committee may have prescribed, and/or such determinations, orders,
 or decisions as the Committee may have made. Payment of the exercise price
 shall be made in cash (or cash equivalents acceptable to the Committee) or
 by such other means as the Committee may prescribe. The Corporation may make
 or guarantee loans to grantees to assist grantees in exercising Options.

                The Committee, subject to such limitations as it may determine,
may authorize payment of the exercise price, in whole or in part, by delivery of
a properly executed exercise notice, together with irrevocable instructions, to:
(i) a brokerage firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with the
exercise, and (ii) the Corporation to deliver the certificates for such
purchased shares directly to such brokerage firm.

(d)     Terms of Options. The term during which each Option may be exercised
 shall be determined by the Committee. In no event shall an Option be
exercisable less than six months nor more than ten years from the date it
is granted. Prior to the exercise of the Option and delivery of the shares
certificates represented thereby, the grantee shall have none of the rights
of a stockholder with respect to any shares represented by an outstanding
 Option.

(e) Restrictions on Incentive Stock Options. The aggregate Fair Market Value
(determined as of the Grant Date) of shares of Common Stock with respect to
which all incentive stock options first become exercisable by any grantee in any
calendar year under this or another plan of the Corporation and its Parent and
Subsidiary corporations may not exceed $100,000 or such other amount as may be
permitted from time to time under Section 422 of the Code. To the extent that
such aggregate Fair Market Value shall exceed $100,000, or other applicable
amount, such Options (taking Options into account in the order in which they
were granted) shall be treated as non-qualified stock options. In such case, the
Corporation may designate the shares of Common Stock that are to be treated as
stock acquired pursuant to the exercise of an incentive stock option by issuing
a separate certificate for such shares and identifying the certificate as
incentive stock option shares in the stock transfer records of the Corporation.

        The exercise price of any incentive stock option granted to a grantee
who owns (within the meaning of Section 422(b)(6) of the Code, after the
application of the attribution rules in Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of shares of the
Corporation or its Parent or Subsidiary corporations (within the meaning of
Sections 422 and 424 of the Code) shall be not less than 110% of the Fair Market
Value of the Common Stock on the grant date and the term of such Option shall
not exceed five years.

(f)     Other Terms and Conditions. Options may contain such other provisions,
 not inconsistent with the provisions of the Plan, as the Committee shall
 determine appropriate from time to time. No Option shall be an incentive
stock option unless so designated by the Committee at the time of grant or
 in the Grant Agreement evidencing such Option.


7. DIRECTOR STOCK OPTIONS

        Director Stock Options granted under this Plan shall be non-qualified
stock options which are not intended to be "incentive stock options" within the
meaning of Code Section 422. Subject to the other applicable provisions of the
Plan, the Committee may from time to time grant to eligible participants
Director Stock Options. The Director Stock Options granted shall be subject to
the following terms and conditions.

(a)     Grant of Director Stock Option. The grant of a Director Stock Option
 shall be evidenced by a Grant Agreement, executed by the Corporation and the
 grantee, stating the number of shares of Common Stock subject to the Director
 Stock Option evidenced thereby and the terms and conditions of such Director
 Stock Option, in such form as the Committee may from time to time determine.

(b) Price. The price per share payable upon the exercise of each Director Stock
Option ("exercise price") shall be determined by the Committee.

(c)     Payment. Director Stock Options may be exercised in whole or in part
 by payment of the exercise price of the shares to be acquired in accordance
with the provisions of the Grant Agreement, and/or such rules and regulations
 as the Committee may have prescribed, and/or such determinations, orders, or
 decisions as the Committee may have made. Payment of the exercise price shall
 be made in cash (or cash equivalents acceptable to the Committee) or by such
other means as the Committee may prescribe. The Corporation may make or
guarantee loans to grantees to assist grantees in exercising Director Stock
 Options.

        The Committee, subject to such limitations as it may determine, may
authorize payment of the exercise price, in whole or in part, by delivery of a
properly executed exercise notice, together with irrevocable instructions, to:
(i) a brokerage firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with the
exercise, and (ii) the Corporation to deliver the certificates for such
purchased shares directly to such brokerage firm.

(d)     Terms of Director Stock Options. The term during which each Director
 Stock Option may be exercised shall be determined by the Committee. In no
 event shall an Director Stock Option be exercisable less than six months
nor more than ten years from the date it is granted. Prior to the exercise
of the Director Stock Option and delivery of the shares certificates
represented thereby, the grantee shall have none of the rights of a
 stockholder with respect to any shares represented by an outstanding
Director Stock Option.

(e)     Other Terms and Conditions. Director Stock Options may contain such
other provisions, not inconsistent with the provisions of the Plan, as the
Committee shall determine appropriate from time to time.

8. STOCK APPRECIATION RIGHTS

(a)     Grant and Exercise.     SARs may be granted in conjunction with all or
 part of any Option granted under this Plan.  In the case of a non-qualified
 stock option, such rights may be granted either at or after the time of the
grant of such non-qualified stock option.  In the case of an incentive stock
option, such rights may be granted only at the time of the grant of such
 incentive stock option.

        A SAR or applicable portion thereof granted with respect to a given
Option shall terminate and no longer be exercisable upon the termination or
exercise of the related Option, except that, unless otherwise provided by the
Committee at the time of grant, a SAR granted with respect to less than the full
number of shares covered by a related Option shall only be reduced if and to the
extent that the number of shares covered by the exercise or termination of the
related Option exceeds the number of shares not covered by the SARs.

        A SAR may be exercised by an optionee, in accordance with Section 8.2,
by surrendering the applicable portion of the related Option. Upon such exercise
and surrender, the optionee shall be entitled to receive amount determined in
the manner prescribed in Section 8.2. Stock Options having been so surrendered,
in whole or in part, shall no longer be exercisable to the extent the related
SAR have been exercised.

(b)     Terms and Conditions.   SARs shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including the following:

(i)     SARs shall be exercisable only at such time or times and to the extent
 that the Stock Options to which they relate shall be exercisable in accordance
 with the provisions of Section 6 and this Section; provided, however, that
 any SAR granted subsequent to the grant of the related Stock Option shall not
 be exercisable during the first six months of the term of the SAR, except that
 this additional limitation shall not apply in the event of death or Disability
of the optionee prior to the expiration of the six-month period.

(ii)    Upon the exercise of a SAR, an optionee shall  be entitled to receive
 up to,  but  not more  than, an amount in cash or shares of Common Stock
equal in value to the excess of the Fair Market Value of  one share of Common
 Stock over the option price per share specified in the related Option
 multiplied by the number of shares with respect to which the SAR shall have
 been  exercised,  with  the Committee having the sole and exclusive right to
determine the form of payment.

(iii) SARs shall be transferable only when and to the extent that the underlying
Option would be transferable under Section 6.5.

(iv)    Upon the exercise of a SAR, the Option or part thereof to which such
 SAR is related shall be deemed to have been exercised  for the purpose of the
 limitation set forth in  Section 4 on the number of shares of Stock to be
 issued under this Plan.

(v)     A SAR granted in connection with an incentive stock option may be
 exercised only if and when the market price of the Common Stock subject
to the incentive stock option exceeds the exercise price of such Stock Option.

        In its sole discretion, the Committee may provide, at the time of grant
of a SAR under this Section, that such SAR can be exercised only in the event
 of a Change of Control.

9. RESTRICTED STOCK

(a)     Administration.  Shares of Stock may be issued either alone or in
addition to other awards granted under this Plan.  The Committee shall
 determine the officers and key employees of the Corporation and its
Subsidiaries to whom, and the time or times at which, grants of Restricted
 Stock will be made, the number of shares to be awarded, the price, if any,
 to be paid by the recipient of Restricted Stock (subject to Section 9.2,
the time or times within which such awards may be subject to forfeiture,
and all other conditions of the awards). The Committee may also condition
the grant of Restricted Stock upon the attainment of specified performance
goals, or such other criteria as the Committee may determine, in its sole
discretion. The provisions of Restricted Stock awards need not be the same
 with respect to each recipient.

(b)     Awards and Certificates.  The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such
 award, unless and until such recipient has executed an agreement evidencing
the award (a "Restricted Stock Award Agreement") and has delivered a fully
executed copy thereof to the Corporation, and has otherwise complied with
the then applicable terms and conditions.

(i)     Awards of Restricted Stock must be accepted within a period  of 90
 days (or such shorter period as the Committee may specify) after the award
 date by executing a Restricted Stock Award Agreement and paying whatever
price, if any, is required.

(ii)    Each participant who is awarded Restricted Stock shall be issued a
 stock certificate with respect to those shares of Restricted Stock.  The
certificate shall be registered in the name of the participant, and shall bear
 an appropriate legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following form:

"The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of the
Incentive Plan and a Restricted Stock Award Agreement entered into between the
registered owner and the Corporation. Copies of the Plan and the Agreement are
on file in the offices of the Corporation, 10200 Willow Creek Road, San Diego,
CA 92131.

(iii)   The Committee shall require that the stock certificates evidencing such
 shares will be held in custody by the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any Restricted Stock award, the
 participant shall have delivered a stock power to the Company, endorsed in
 blank, relating to the Stock covered by such award.

(c)             Restrictions and Conditions.     The shares of Restricted
Stock awarded pursuant to this Section shall be subject to the following
restrictions and conditions:

(i)     Subject to the provisions of this Plan and the Restricted Stock Award
Agreements, during such period as may be set by the Committee commencing
on the grant date (the "Restriction Period"), the participant shall not be
 permitted to sell, transfer, pledge or assign shares of Restricted Stock
 awarded under this Plan.  Within these limits, the Committee may, in its
 sole discretion, provide for the lapse of such restrictions in installments
 and may accelerate or waive such restrictions in whole or in part based on
 performance and/or such other factors as the Committee may determine, in its
 sole discretion.

(ii)    Except as provided in Section 9.3(a), the participant shall have,
with respect to the shares of Restricted Stock, all of the rights of a
 stockholder of the Company, including the right to receive any dividends.
 Dividends paid in stock of the Company or stock received in connection with
a stock split with respect to Restricted Stock shall be subject to the same
restrictions as on such Restricted Stock.   Certificates for shares of
unrestricted Stock shall be delivered to the participant promptly after,
and only after, the period of forfeiture shall expire without forfeiture
in respect of such shares of Restricted Stock.

(iii)   Subject to the provisions of the Restricted Stock Award Agreement and
this Section, upon the participant's termination of employment for any reason
during the Restriction Period, all shares still subject to restriction shall
 be forfeited by the participant, and the participant shall only receive the
 amount, if any, paid by the participant for such forfeited Restricted Stock.

(iv)    In the event of special hardship circumstances of a participant
whose employment is involuntarily terminated  (other than for Cause), the
Committee may, in its sole discretion, waive in whole or in part any or  all
 remaining restrictions with respect to  such  participant's shares of
Restricted Stock.

10. DEFERRED STOCK AWARDS

(a)     Administration.  Deferred Stock may be awarded either alone or in
addition to other awards granted under this Plan.  The Committee shall
determine the officers and key employees of the Company, its Subsidiaries
and Affiliates to whom, and the time or times at which, Deferred Stock shall
be awarded, the number of shares of Deferred Stock to be awarded to any
 participant, the duration of the period (the "Deferral Period") during which,
 and the conditions under which, receipt of the Stock will be deferred and the
 terms and conditions of the award in addition to those set forth in Section
 10(b).  The Committee may also condition the  grant of Deferred Stock upon
the attainment of specified performance goals, or such other criteria as the
 Committee shall determine, in its sole discretion.  The provisions of Deferred
 Stock awards need not be the same with respect to each recipient.

(b) Terms and Conditions. The shares of Deferred Stock awarded pursuant to this
Section shall be subject to the following terms and conditions:

(i)     Subject to the provisions of this Plan and the award agreement,
 Deferred Stock awards may not be sold, assigned, transferred, pledged,
or otherwise encumbered during the Deferral Period.  At the expiration of
the Deferral Period (or Elective Deferral Period, where applicable), share
certificates shall be delivered to the participant, or his legal
representative, in a number equal to the shares covered by the Deferred Stock
award.

(ii)    At the time of the award, the Committee may, in its sole discretion,
determine that amounts equal to any dividends declared during the Deferral
Period with respect to the number of shares covered by a Deferred Stock award
 will be: (a) paid to the participant currently, (b) deferred and deemed to be
reinvested, or (c) forfeited because the participant has no rights with respect
 thereto.

(iii)   Subject to the provisions of the award agreement and this Section, upon
 termination of employment for any reason during the Deferral Period for a
given  award, the Deferred Stock in question including any deferred and
reinvested dividends thereon shall be forfeited by the participant.

(iv)    Based on performance and/or such other criteria as the Committee may
determine, the Committee may, at or after the grant, accelerate the vesting
of all or any part of any Deferred Stock award and/or waive the deferral
limitations for all or any part of such award.

(v)     In the event of special hardship circumstances of a participant whose
 employment is involuntarily terminated (other than for Cause), the Committee
 may, in its sole discretion, waive in whole or in part any or all of the
 remaining deferral limitations imposed hereunder with respect to any or all
of the participant's Deferred Stock.

(vi)    A participant may elect to defer further receipt of the award for a
specified period or until a specified event (the "Elective Deferral Period"),
subject in each case to the Committee's approval and to such terms as are
determined by the Committee, all in its sole discretion.  Subject to any
exceptions adopted by the Committee, such election must be made at least six
months prior to the completion of the Deferral Period for a Deferred Stock
award (or for an installment of such an award).

(vii)   Each award shall be confirmed by, and subject to the terms of, a
Deferred Stock award agreement executed by the Company and the participant.



11. LOAN PROVISIONS

        With the consent of the Committee, the Corporation may make, guarantee,
or arrange for, a loan or loans to an employee with respect to the exercise of
any Option granted under this Plan and/or with respect to the payment of the
purchase price, if any, of any Restricted Stock awarded hereunder and/or with
respect to the payment by optionee of any or all federal and/or state income
taxes due on account of the granting or exercise of any stock option or other
awards hereunder. The Committee shall have full authority to decide whether to
make a loan or loans hereunder and to determine the amount, terms and provisions
of any such loan or loans, including the interest rate to be charged in respect
of any such loan or loans, whether the loan or loans are to be with or without
recourse against the borrower, the terms on which the loan is to be repaid and
the conditions, if any, under which the loan or loans may be forgiven.

12. WITHHOLDING OF TAXES

        The Corporation may require, as a condition to any exercise of an Option
under the Plan or a Grant Agreement (hereinafter referred to as a "taxable
event"), that the grantee pay to the Corporation, in cash, any federal, state or
local taxes of any kind required by law to be withheld with respect to any
taxable event under the Plan. The Corporation, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee any federal, state or
local taxes of any kind required by law to be withheld with respect to any
taxable event under the Plan, or to retain or sell without notice a sufficient
number of the shares to be issued to such grantee to cover any such taxes.

13.             TRANSFERABILITY

        To the extent required to comply with Rule 16b-3, and in any event in
the case of an incentive stock option, no Option granted under the Plan shall be
transferable by a grantee otherwise than by will or the laws of descent and
distribution. Unless otherwise determined by the Committee in accord with the
provisions of the immediately preceding sentence, an Option may be exercised
during the lifetime of the grantee, only by the grantee or, during the period
the grantee is under a legal disability, by the grantee's guardian or legal
representative.

14.             ADJUSTMENTS; BUSINESS COMBINATIONS

        In the event of a reclassification, recapitalization, stock split, stock
dividend, combination of shares, or other similar event, the maximum number and
kind of shares reserved for issuance or with respect to which Options may be
granted under the Plan as provided in Section 4 shall be adjusted to reflect
such event, and the Committee shall make such adjustments as it deems
appropriate and equitable in the number, kind and price of shares covered by
outstanding Options made under the Plan, and in any other matters which relate
to Options and which are affected by the changes in the Common Stock referred to
above.

        In the event of any proposed Change in Control, the Committee shall take
such action as it deems appropriate to effectuate the purposes of this Plan and
to protect the grantees of Options, which action may include, but without
limitation, any one or more of the following: (i) acceleration or change of the
exercise dates of any Option; (ii) arrangements with grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
Option; and (iii) in any case where equity securities other than Common Stock of
the Corporation are proposed to be delivered in exchange for or with respect to
Common Stock of the Corporation, arrangements providing that any Option shall
become one or more Options with respect to such other equity securities.

        In the event the Corporation dissolves and liquidates (other than
pursuant to a plan of merger or reorganization), then notwithstanding any
restrictions on exercise set forth in this Plan or any Grant Agreement (i) each
grantee shall have the right to exercise his Option at any time up to ten days
prior to the effective date of such liquidation and dissolution; and (ii) the
Committee may make arrangements with the grantees for the payment of appropriate
consideration to them for the cancellation and surrender of any Option that is
so canceled or surrendered at any time up to ten days prior to the effective
date of such liquidation and dissolution. The Committee may establish a
different period (and different conditions) for such exercise, cancellation, or
surrender to avoid subjecting the grantee to liability under Section 16(b) of
the Exchange Act. Any Option not so exercised, canceled, or surrendered shall
terminate on the last day for exercise prior to such effective date.

15. TERMINATION AND MODIFICATION OF THE PLAN

        The Board, without further approval of the stockholders, may modify or
terminate the Plan, except that no modification shall become effective without
prior approval of the stockholders of the Corporation if stockholder approval
would be required for continued compliance with Rule 16b-3.

        The Committee shall be authorized to make minor or administrative
modifications to the Plan as well as modifications to the Plan that may be
dictated by requirements of federal or state laws applicable to the Corporation
or that may be authorized or made desirable by such laws. The Committee may
amend or modify the grant of any outstanding Option in any manner to the extent
that the Committee would have had the authority to make such Option as so
modified or amended. No modification may be made that would materially adversely
affect any Option previously made under the Plan without the approval of the
grantee.

16. NON-GUARANTEE OF EMPLOYMENT

        Nothing in the Plan or in any Grant Agreement thereunder shall confer
any right on an employee to continue in the employ of the Corporation or shall
interfere in any way with the right of the Corporation to terminate an employee
at any time.

17. TERMINATION OF EMPLOYMENT

        For purposes of maintaining a grantee's continuous status as an employee
and accrual of rights under any Options, transfer of an employee among the
Corporation and the Corporation's Parent or Subsidiaries shall not be considered
a termination of employment. Nor shall it be considered a termination of
employment for such purposes if an employee is placed on military or sick leave
or such other leave of absence which is considered as continuing intact the
employment relationship; in such a case, the employment relationship shall be
continued until the date when an employee's right to reemployment shall no
longer be guaranteed either by law or contract.


18. WRITTEN AGREEMENT

        Each Grant Agreement entered into between the Corporation and a grantee
with respect to an Option granted under the Plan shall incorporate the terms of
this Plan and shall contain such provisions, consistent with the provisions of
the Plan, as may be established by the Committee.

19. NON-UNIFORM DETERMINATIONS

        The Committee's determinations under the Plan (including, without
limitation, determinations of the persons to receive Options, the form, amount
and timing of such Options, the terms and provisions of such Options and the
agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Options under
the Plan, whether or not such persons are similarly situated.

20. LIMITATION ON BENEFITS

        With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

21. LISTING AND REGISTRATION

        If the Corporation determines that the listing, registration or
qualification upon any securities exchange or upon any Nasdaq system or under
any law, of shares subject to any Option is necessary or desirable as a
condition of, or in connection with, the granting of same or the issue or
purchase of shares thereunder, no such Option may be exercised in whole or in
part and no restrictions on such Option shall lapse, unless such listing,
registration or qualification is effected free of any conditions not acceptable
to the Corporation.

23.               GOVERNING LAW

         The validity, construction and effect of the Plan, of Grant Agreements
 entered into pursuant to the Plan, and of any rules, regulations,
 determinations or decisions made by the Board or Committee relating to the
Plan or such Grant Agreements, and the rightsof any and all persons having
or claiming to have any interest therein or thereunder, shall be determined
 exclusively in accordance with applicable federal laws and the laws of the
 State of Delaware, without regard to its conflict of laws rules and principles.

24.               PLAN SUBJECT TO CERTIFICATE OF INCORPORATION AND BY-LAWS

         This Plan is subject to the Certificate of Incorporation and By-Laws
of the Corporation, as they may be amended from time to
time.


25. EFFECTIVE DATE; TERMINATION DATE

        The Plan is effective as of August 31, 2000, the date on which the Plan
was adopted by the Board, subject to approval of the stockholders within twelve
months of such date. Unless previously terminated, the Plan shall terminate on
the close of business on August 31, 2010, ten years from the effective date.
Subject to other applicable provisions of the Plan, all Options granted under
the Plan prior to termination of the Plan shall remain in effect until such
Options have been satisfied or terminated in accordance with the Plan and the
terms of such Options.