Exhibit 4.3

                                EXUS GLOBAL INC.
                             2003 STOCK OPTION PLAN

1. Purpose.

The Purpose of the Exus Global Inc. 2003 Stock Option Plan ("Plan") is to
provide to key employees, officers, directors, consultants and agents of Exus
Global, Inc. (the "Corporation") or any of its subsidiaries, added incentive for
high levels of performance and to reward unusual efforts which increase the
earnings and long-term growth of the Corporation. It is intended to accomplish
the foregoing by providing for the grant of "Incentive Stock Options" and
"Nonqualified Stock Options" to qualified eligible individuals. Except where the
context otherwise requires, the term "Corporation" shall include Exus Global
Inc., a Nevada corporation, and all present and future subsidiaries of the
Corporation as defined in Section 424(e) and 424(f) of the Internal Revenue Code
of 1986, as amended (the "Code").

2. Certain Definitions.

As used in this Plan, the following words and phrases shall have the respective
meanings set forth below, unless the context clearly indicates a contrary
meaning.

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

(b) "Cause" shall mean any one or more of the following:

(i) a material breach of any term of employment, consultation or engagement with
the Corporation by the Optionee.

(ii) the continuing, repeated willful failure or refusal by the Optionee to
substantially perform his responsibilities on behalf of the Corporation.

(iii) an act or omission of the Optionee that is materially adverse to the
business, goodwill or reputation of the Corporation.

(iv) an act of dishonesty.

(v) the commission of a felony.

(vi) the breach of a fiduciary duty or fraud.

(vii) an act of moral turpitude.

(viii) a determination by a physician licensed in the jurisdiction where the
Optionee is employed that the Optionee is a chronic alcoholic or a narcotics
addict (as such term is defined under the applicable law of such jurisdiction),
or

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(ix) any "cause" for termination or discharge as may be otherwise defined in any
employment, consultation or engagement agreement between the Optionee and the
Corporation.

The determination of the Option Committee with respect to whether a termination
for Cause has occurred shall be submitted to the Board of Directors, whose
decision shall be final and conclusive.

(c) "Change of Control" shall mean (i) an acquisition of any voting securities
of the Corporation (the "Voting Securities") by any "Person" (as the term person
is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately
after which such Person has "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the
then outstanding shares or the combined voting power of the Corporation's then
outstanding Voting Securities; (ii) the individuals who, as of the Effective
Date are members of the Board (the "Incumbent Board"), cease for any reason to
constitute at least two-thirds of the members of the Board; provided, however,
that if the election, or nomination of the members of the Corporation's common
stockholders, of any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; (iii) the consummation of (x) a
merger, consolidation or reorganization with or into the Corporation or in which
securities of the Corporation are issued unless such merger, consolidation or
reorganization is a "Non-Control Transaction"; (iv) a complete liquidation or
dissolution of the Corporation; or (v) the sale or other disposition of all or
substantially all of the assets of the Corporation to any Person (other than a
transfer to a Subsidiary or the distribution to the Corporation's stockholders
of the stock of a Subsidiary or any other assets).

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

(d) "Disability" shall mean the inability to engage in any substantial gainful
activity by reason of any medically determined physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months as
determined by the Option Committee in their sole discretion.

(e) "Effective Date" shall mean the date on which the Plan is approved by a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote thereon.

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

(g) "Fair Market Value per Share" shall mean as of any date the fair market
value of each of the Shares on such date (the "applicable date") as determined
by the Option Committee in good faith. The Option Committee is authorized to
make its determination as to the fair market value on the following basis: (i)
if the Shares are not traded on a securities exchange and are not quoted on the
National Association of Securities Dealers, Inc.'s Automated Quotation System
("NASDAQ"), but are quoted on the Over The Counter Electronic Bulletin Board
operated by NASDAQ, "Fair Market Value per Share" shall be the mean between the
average daily bid and average daily asked prices of the Shares on the applicable
date, as published on such bulletin board; (ii) if the Shares are not traded on
a securities exchange and are quoted on NASDAQ, "Fair Market Value per Share"
shall be the closing transaction price of the Shares on the applicable date, as
reported on NASDAQ; (iii) if the Shares are traded on a securities exchange,
"Fair Market Value per Share" shall be the daily closing price of the Shares, on
such securities exchange as of the applicable date; or (iv) if the Shares are
traded other than as described in (i), (ii) or (iii) above, or if the Shares are
not publicly traded, "Fair Market Value per Share" shall be the value determined
by the Option Committee in good faith based upon the fair market value as
determined by completely independent and well qualified experts. In the case of
Shares described in (i), (ii) or (iii) above, if no prices are reported for the
Shares on the applicable date, the "Fair Market Value per Share" shall be the
price reported for such Shares on the next preceding date on which there were
reported prices.

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(h) "Granting Date" shall mean the date on which the grant of an Option is made
effective by the Option Committee.

(i) "Incentive Stock Option" shall mean an Option intended to qualify for
treatment as an incentive stock option under Section 422 of the Code, and
designated as an Incentive Stock Option.

(j) "Non-Control Transaction" shall mean a merger, consolidation or
reorganization with or into the Corporation or in which securities of the
Corporation are issued where:

(a) the stockholders of the Corporation, immediately before such merger,
consolidation or reorganization, own directly or indirectly immediately
following such merger, consolidation or reorganization, at least fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation or reorganization (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation or
reorganization,

(b) the individuals who were members of the Incumbent Board immediately prior to
the execution of the agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the members of the board of
directors of the Surviving Corporation, or a corporation beneficially directly
or indirectly owning a majority of the Voting Securities of the Surviving
Corporation, and

(c) no Person other than (1) the Corporation, (2) any Subsidiary, (3) any
employee benefit plan (or any trust forming a part thereof) that, immediately
prior to such merger, consolidation or reorganization, was maintained by the
Corporation or any Subsidiary, or (4) any Person who, immediately prior to such
merger, consolidation or reorganization had Beneficial Ownership of thirty
percent (30%) or more of the then outstanding Voting Securities or Shares, has
Beneficial Ownership of thirty percent (30%) or more of the combined voting
power of the Surviving Corporation's then outstanding voting securities or its
common stock.

(k) "Nonqualified Stock Option" shall mean an Option not qualifying as an
Incentive Stock Option.

(l) "Option" shall man any option to purchase Shares of the Corporation granted
under the Plan, which may be either an Incentive Stock Option or a Nonqualified
Stock Option.

(m) "Option Agreement" shall mean the document setting forth the terms and
conditions of each Option.

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(n) "Option Committee" shall mean the Committee selected and designated by the
Board of Directors to administer the Plan, consisting of not less than two (2)
members of the Board of Directors.

(o) "Optionee" shall mean the holder of an Option.

(p) "Retirement" shall have the meaning ascribed by the Option Committee.

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

(r) "Shares" shall mean the shares of common stock, $0.001 par value per share
of the Corporation.

(s) "Subsidiary" shall mean any corporation (other than Exus Global, Inc..) in
an unbroken chain of corporations beginning with Exus Global, Inc., if each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

(t) "Ten Percent Shareholder" shall mean an individual who, at the time an
Option is granted, owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation or its parent, if any.

3. Stock Options.

(a) In General. Awards under the Plan shall be granted in the form of Options
which may either qualify for treatment as Incentive Stock Options or as
Nonqualified Stock Options.

(b) Limitation on Number of Shares. The aggregate number of Shares which may be
issued and purchased under the Plan shall not exceed 95,000,000 Shares, subject
to any Share adjustments pursuant to Section 9. Shares may be either authorized
and unissued Shares or issued Shares reacquired by the Corporation. The total
number of Shares subject to Options authorized under the Plan shall be subject
to increase or decrease, as necessary, in order to give effect to the adjustment
provisions of Section 9 hereof and to give effect to any amendment adopted as
provided in Section 15 hereof. Notwithstanding the above limitation, any Shares
subject to an Option which terminates, is cancelled or expires for any reason
without being exercised in full, may again be subject to an Option under the
Plan, unless the Plan shall have been terminated. At the discretion of the
Option Committee, existing Options may be cancelled and new options granted at a
lower price in the event of a decline in the market value of the Shares. If
Shares issued upon exercise of an Option under the Plan are tendered to the
Corporation in partial or full payment of the exercise price of an Option
granted under the Plan, such tendered Shares shall not be available for
subsequent Option grants under the Plan.

4. Eligibility.

(a) In General. Only officers, key employees and directors who are also
employees of the Corporation shall be eligible to receive grants of Incentive
Stock Options. Officers, key employees, consultants, agents and all directors of
the Corporation (whether or not employees of the Corporation) shall be eligible
to receive grants of Nonqualified Stock Options. Within the foregoing limits,
the Option Committee, in its sole and absolute discretion, shall, from time to
time, de termine (i) the individuals or the class of individuals to whom Options
may be granted hereunder, (ii) the number of Shares to be covered by each of the
Options granted hereunder, (iii) the purchase price of the Shares and the method
of payment for such Shares, (iv) the terms and provisions of the respective
Option Agreement and (v) the times at which such Options shall be granted. The
Option Committee shall take into account such factors as it shall deem relevant
in connection with accomplishing the purpose of the Plan as set forth in Section
1 hereof. All such determinations and designations of individuals eligible to
receive Options under the Plan shall be made in the absolute discretion of the
Option Committee and shall not require the approval of the stockholders, except
as expressly set forth herein.

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(b) Additional Options. An individual who has been granted an Option may be
granted additional Options if the Option Committee shall so determine. In
addition, new Options may be granted in substitution for Options previously
granted under this Plan or another plan of the Corporation or under the plan of
another corporation assumed by the Corporation. No Options shall be granted
under this Plan after the expiration of the tenth (10th) anniversary of the
adoption of the Plan by the Board of Directors.

(c) Certain Limitations. Incentive Stock Options may not be granted to an
Optionee to the extent that the aggregate Fair Market Value per Share
(determined as of the Granting Date) of all Shares subject to the Incentive
Stock Options granted under the Plan (or granted under any other incentive stock
option plan of the Corporation) which are exercisable for the first time by such
Optionee during the same calendar year exceeds One Hundred Thousand Dollars
($100,000).

(d) Option Agreement. Each Option granted pursuant to the Plan shall be
evidenced by a written Option Agreement entered into between the Corporation and
the Optionee which shall contain such terms and provisions, including, but not
limited to, the period of exercise, whether in installments or otherwise, the
exercise price and such other terms and conditions as the Option Committee
shall, in its sole discretion, determine to be appropriate and within the
contemplation of the Plan. The terms and conditions of such written Option
Agreement need not be the same for all Options granted under the Plan.

5. Administration of Plan.

(a) Option Committee. This Plan shall be administered by the Option Committee,
subject to the approval and ratification by the Board of Directors. Any action
of the Option Committee with respect to administration of the Plan shall be
taken pursuant to (i) a majority vote at a meeting of the Option Committee (to
be documented by minutes), or (ii) the unanimous written consent of its members.
The Option Committee may meet in person, by telephone, or by any other means
which it deems to be advisable and convenient. All actions taken by the Option
Committee shall be submitted to the Board of Directors for ratification and
approval. (b) Vacancies. Vacancies in the Option Committee shall be filled by
the Board of Directors. In addition, the Board of Directors may at any time
remove one or more members of the Option Committee and substitute others, and a
majority of disinterested members of the Board of Directors shall at all times
have the right to exercise any and all rights and powers of the Option
Committee.

(c) Authority. The Option Committee shall have the authority, exercisable in its
discretion, subject to express provisions of this Plan and subject to the
approval and ratification by the Board of Directors, to: (i) construe and
interpret the provisions of the Plan, decide all questions and settle all
controversies and disputes which may arise in connection with the Plan; (ii)
prescribe, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) determine the exercise price of the Shares
covered by each Option granted hereunder and the method of payment for such
Shares, the individuals to whom, and the time or times at which, any Option
granted hereunder shall be granted and exercisable, the number of Shares covered
by each Option granted hereunder, (iv) determine the terms and provisions of the
respective Option Agreements (which need not be identical); (v) determine, in
the case of employees, whether Options shall be Incentive Stock Options or
Nonqualified Stock Options; (vi) determine the duration and purposes of leaves
of absence which may be granted to eligible individuals without constituting a
termination of their employment for purposes of the Plan; and (vii) make all
other determinations necessary or advisable for the administration of the Plan.
Determinations of the Option Committee on matters referred to in this Section
shall be conclusive and binding on all parties howsoever concerned. With respect
to Incentive Stock Options, the Option Committee shall administer the Plan in
compliance with the provisions of Code Section 422 as the same may hereafter be
amended from time to time. No member of the Option Committee shall be liable for
any action, omission or determination made in good faith in connection with the
Plan.

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6. Exercise Price.

(a) Nonqualified Stock Options. The exercise price of each Option that is
intended to be a Nonqualified Stock Option shall be determined by the Option
Committee.

(b) Incentive Stock Option. The exercise price of each Option intended to
qualify as an Incentive Stock Option shall be determined by the Option
Committee, but shall in no event be less than one hundred percent (100%) of the
Fair Market Value per Share on the Granting Date of the Incentive Stock Option.
In the case of an Option intended to qualify as an Incentive Stock Option, which
is granted to a Ten Percent Shareholder, the exercise price per share shall in
no event be less than 110% of the Fair Market Value per Share determined as of
the Granting Date.

7. Period of Exercise and Certain Limitations on Right to Exercise.

(a) Period of Exercise. Each Option granted under the Plan shall be exercisable
at such times and under such conditions as may be determined by the Option
Committee at the Granting Date and as shall be set forth in the Option
Agreement; provided, however, in no event shall an Option be exercisable after
the expiration of ten (10) years from its Granting Date, and in the case of an
Incentive Stock Option granted to a Ten Percent Shareholder, such Option shall
not be exercisable later than five (5) years after its Granting Date.

(b) Change of Control. Unless otherwise provided in any Option Agreement, all
Options granted pursuant to the Plan shall become fully and immediately
exercisable with respect to all Shares subject thereto, upon a Change of
Control.

(c ) Effect of Termination of Employment or Other Relationship. The effect of
the termination of an Optionee's employment or other relationship with the
Corporation on such Optionee's eligibility to exercise any Options awarded
pursuant to the Plan shall be as follows:

(i) Disability or Death. If an Optionee ceases to be employed by, or ceases to
have a relationship with, the Corporation by reason of Disability or death, any
Option heretofore granted which remains unexercised at the time of termination
shall become fully vested and exercisable and shall expire not later than one
(1) year thereafter. During such one (1) year period and prior to the expiration
of the Option by its terms, the Optionee, or his or her executor or
administrator or the person or persons to whom the Option is transferred by will
or the applicable laws of descent and distribution, may exercise such Option,
and except as so exercised, such Option shall expire at the end of one (1) year
period unless such Option by its terms expires before such date. The decision as
to whether a termination by reason of Disability has occurred shall be made by
the Option Committee, whose decision shall be final and conclusive.

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(ii) Retirement. If the Optionee ceases to be employed by, or ceases to have a
relationship with the Corporation by reason of Retirement, any Option heretofore
granted which remains unexercised at the time of such Retirement shall become
fully vested and exercisable and shall expire, in the case of an Incentive Stock
Option, not later than three (3 ) months thereafter, or, in the case of a
Nonqualified Stock Option, not later than one (1) year thereafter. During such
period and prior to the expiration of the Option by its terms, such Option may
be exercised by the Optionee, and except as so exercised, shall expire at the
end of such relevant period unless such Option by its terms expires before such
date. The decision as to whether a termination is by reason of Retirement shall
be made by the Option Committee, whose decision shall be final and conclusive.

(iii) Voluntary Termination or Termination by the Corporation. If an Optionee's
employment by, or relationship with, the Corporation is terminated voluntarily
or, by the Corporation, whether such termination is for Cause or for no reason
whatsoever, any Option heretofore granted which remains unexercised at the time
of such termination shall expire immediately, provided, however, that the Option
Committee may, in its sole and absolute discretion, within thirty (30) days of
such termination, waive the expiration of any Option awarded under the Plan, by
giving written notice of such waiver to the Optionee at such Optionee's last
known address. In the event of such waiver, the Optionee may exercise any such
Options only to such extent, for such time, and upon such terms and conditions
set forth in subparagraph (i) above. The determination as to whether a
termination is voluntary or for Cause shall be made by the Option Committee,
whose decision shall be final and conclusive.

(d) Shares held for Investment. The Option Committee may, if it or counsel for
the Corporation shall deem it necessary or desirable for any reason, require as
a condition of exercise, that the Optionee or any other person entitled to
exercise an Option hereunder, represent in writing to the Corporation at the
time of exercise of such Option that it is their intention to acquire the Shares
as to which the Option is being exercised for investment purposes and not with a
view to the sale or distribution thereof.

(e) Transferability. Options granted under the Plan to an Optionee shall not be
transferable other than by will or the laws of descent and distribution, and
such Options shall be exercisable, during the Optionee's lifetime, only by him
or his legal guardian or legal representative. A transfer of an Option by will
or the laws of descent and distribution shall not be effective unless the Option
Committee shall have been furnished with such evidence as it may deem necessary
to establish the validity of the transfer.

(f) Intended Treatment as Incentive Stock Options. Incentive Stock Options
granted pursuant to this Plan are intended to qualify as "incentive stock
options" pursuant to Code Section 422 and shall, whenever possible, be construed
and administered so as to implement that intent. If all or any part of an Option
granted hereunder with the intention of qualifying as an Incentive Stock Option,
shall fail to so qualify, such Option or portion thereof that fails to so
qualify shall be deemed a Nonqualified Stock Option granted hereunder.

8. Payment of Exercise Price and Cancellation of Options.

(a) Notice of Exercise. An Option granted under the Plan shall be exercised by
giving written notice the Secretary of the Corporation (or such other person
designated by the Option Committee) of the Optionee's intention to exercise one
or more Options hereunder and by delivering payment of the exercise price
therewith, which shall be paid in full at the time of such exercise.

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(b) Method of Settlement. The consideration to be paid for the Shares to be
issued upon exercise of an Option, shall consist of cash or, with the approval
of the Option Committee (which may be withheld in its sole discretion), Shares
having a fair market value on the date of exercise, as determined by the Option
Committee, at least equal to the exercise price or a combination of cash and
Shares or, with the approval of the Option Committee (which may be withheld in
its sole discretion) may also be effected wholly or partly by monies borrowed
from the Corporation pursuant to a promissory note, the terms and conditions of
which shall be determined from time to time by the Option Committee, in its
discretion, separately with respect to each exercise of Options and each
Optionee, or by such other method of payment as may be determined by the Option
Committee in its sole discretion; provided, that each such method and time for
payment and each such borrowing and terms and conditions of repayment shall then
be permitted by and be in compliance with applicable law. An Optionee may
purchase less than the total number of Shares for which an Option is then
exercisable, provided, however, that any partial exercise of an Option may not
be less than for one hundred (100) Shares and shall not include any fractional
Shares. No Optionee or legal representative of an Optionee, as the case may be,
will be, or will be deemed to be, the owner of any Shares covered by an Option
unless and until certificates for the Shares are issued to the Optionee or such
Optionee's representative under the Plan.

9. Share Adjustment.

If the outstanding Shares of the class then subject to this Plan are increased
or decreased, or are changed into or exchanged for a different number or kind of
shares or securities or other forms of property (including cash) or rights, as a
result of one or more reorganizations, recapitalizations, spin-offs, stock
splits, reverse stock splits, stock dividends or the like, appropriate
adjustments shall be made in the number and/or kind of Shares or securities or
other forms of property (including cash) or rights for which Options may
thereafter be granted under the Plan and for which Options then outstanding
under the Plan may thereafter be exercised. Any such Share adjustments shall be
made without changing the aggregate exercise price applicable to the unexercised
portions of outstanding Options. Any fractional Shares resulting from such
adjustment shall be eliminated by rounding to the nearest whole number.
Appropriate amendments to the Option Agreements shall be executed by the
Corporation and the Optionees to the extent the Option Committee determines that
such amendments are necessary or desirable to reflect such Share adjustments. If
determined by the Option Committee to be appropriate, in the event of any Share
adjustment involving the substitution of securities of a corporation other than
the Corporation, the Option Committee shall make arrangements for the assumption
by such other corporation of any Options then or thereafter outstanding under
the Plan, without any change in the total exercise price applicable to the
unexercised portion of the Options but with an appropriate adjustment to the
number of securities, kind of securities and exercise price for each of the
securities subject to the Options. The determination by the Option Committee as
to what adjustment, amendments or arrangements shall be made pursuant to this
Section 9 and the extent thereof, shall be final and conclusive. Notwithstanding
anything contained herein to the contrary, there shall be no effect to the
number and/or kind of Shares or rights for which Options may thereafter be
granted under the Plan and for which Options then outstanding under the Plan may
thereafter be exercised with respect to the next reorganization,
recapitalization, spin-off, stock split, reverse stock split, stock dividend or
the like which will occur subseqent to the effective date of the Plan.

In the event of the proposed dissolution or liquidation of the Corporation, or a
proposed sale of substantially all of the assets of the Corporation, or in the
event of any merger or consolidation of the Corporation with or into another
corporation, or in the event of any corporate separation or division, including,
but not limited to, a split-up, split-off or spin-off, or other transaction in
which the outstanding Shares then subject to Options under the Plan are changed
into or exchanged for property (including cash), rights and/or securities other
than, or in addition to, shares of the Corporation, the Option Committee may
provide that the holder of each Option then exercisable shall have the right to
exercise such Option solely for the kind and amount of shares of stock and other
securities, property, cash or any combination thereof receivable upon such
dissolution, liquidation, sale, consolidation or merger, or similar corporate
event, by a holder of the number of Shares for which such Option might have been
exercised immediately prior to such dissolution, liquidation, sale,
consolidation or merger or similar corporate event; or, in the alternative, the
Option Committee may provide that each Option granted under the Plan shall
terminate as of a date to be fixed by the Board of Directors, provided, that no
less than thirty (30) days prior written notice of the date so fixed shall be
given to each Optionee who shall have the right, during such thirty (30) day
period preceding such termination, to exercise the Options as to all or any part
of the Shares covered thereby, including Shares as to which such Options would
not otherwise be exercisable.

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10. Substitute Options.

The Corporation may grant options under the Plan in substitution for options
held by employees of another corporation who become employees of the Corporation
as the result of a merger or consolidation of the employing corporation with the
Corporation, or as a result of the acquisition by the Corporation, of property
or stock of the employing corporation. The Corporation may direct that
substitute options be granted on such terms and conditions as the Board of
Directors considers appropriate in the circumstances.

11. Other Employee Benefits.

Except as to plans which by their terms include such amounts as compensation,
the amount of any compensation deemed to be received by an employee as a result
of the exercise of an option or the sale of Shares received upon such exercise
shall not constitute compensation for purposes of determining such employee's
benefits under any other employee benefit plan or program in which the employee
is a participant at any time, including, without limitation, benefits under any
bonus, pension, profit-sharing, life insurance or salary continuation plan,
except as otherwise specifically determined by the Board of Directors.

12. Terms and Conditions of Options.

(a) Withholding of Taxes. As a condition to the exercise, in whole or in part,
of any Options, the Option Committee may in its sole discretion require the
Optionee to pay, in addition to the exercise price of the Shares covered by the
Options an amount equal to any Federal, state or local taxes that may be
required to be withheld in connection with the exercise of such Options.
Alternatively, the Corporation may issue or transfer the Shares pursuant to
exercise of the Options net of the number of Shares sufficient to satisfy the
withholding tax requirements. For withholding tax purposes, the Shares shall be
valued on the date the withholding obligation is incurred. In the event an
Optionee makes a Code Section 83(b) election in connection with a Nonqualified
Stock Option granted under the Plan, the Optionee shall immediately notify the
Corporation of such election. In the case of an Incentive Stock Option, an
Optionee who disposes of Shares acquired pursuant to such Incentive Stock Option
either (a) within two (2) years after the Granting Date or (b) within one (1)
year after the issuance of such Shares to the Optionee upon exercise thereof,
shall notify the Corporation of such disposition and the amount realized upon
such disposition.

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(b) No Rights to Continued Employment or Relationship. Nothing contained in the
Plan or in any Option Agreement shall obligate the Corporation to continue to
employ or to continue any other relationship with any Optionee for any period or
interfere in any way with the right of the Corporation to reduce such Optionee's
compensation or to terminate the Corporation's employment or relationship with
any Optionee at any time.

(c) Time of Granting Options. The Granting Date shall be the day the Corporation
executes the Option Agreement; provided, however, that if appropriate
resolutions of the Option Committee indicate that an Option is to be granted as
of and on some prior or future date, the Granting Date shall be such prior or
future date.

(d) Privileges of Stock Ownership. No Optionee shall be entitled to the
privileges of stock ownership as to any Shares not actually issued and delivered
to such Optionee. No Shares shall be issued upon the exercise of any Option
unless and until, in the opinion of the Corporation's counsel, all applicable
laws, rules and regulations of any governmental or regulatory agencies and any
exchanges upon which stock of the Corporation may be listed, shall have been
fully complied with.

(e) Securities Laws Compliance. The Corporation will diligently comply with all
applicable securities laws before any Options are granted under the Plan and
before any Shares are issued pursuant to the exercise of any Options. Without
limiting the generality of the foregoing, the Corporation may require from the
Optionee such investment representation or such agreement, if any, as counsel
for the Corporation may consider necessary or advisable in order to comply with
the Securities Act as then in effect, and may require that the Optionee agree
that any sale of the Shares will be made only in such manner as is permitted by
the Option Committee. The Option Committee in its discretion may cause the
Options and Shares underlying such Options to be registered under the Securities
Act by the filing of a Form S-8 Registration Statement covering the Options and
Shares. The Optionee shall take any action reasonably requested by the
Corporation in connection with registration or qualification of the Shares under
federal and state securities laws.

(f) Option Agreement. Each Incentive Stock Option and Nonqualified Stock Option
granted under this Plan shall be evidenced by a written Option Agreement
executed by the Corporation and the Optionee containing such terms and
conditions as are deemed desirable by the Option Committee and are not
inconsistent with the purpose of the Plan as set forth in Section 1.

13. Restricted Shares.

(a) In General. The Option Committee may, in its discretion, issue restricted
Shares upon the exercise of any Options granted under the Plan. Such restricted
Shares shall be subject to such vesting requirements and restrictions on
transferability as may be determined by the Option Committee.

(b) Legend. All stock certificates issued with respect to restricted Shares
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Shares.

(c) Rights Appurtenant to Restricted Shares. The issuance of restricted Shares
shall not affect the rights of the Optionee as a stockholder of the Corporation
including, but not limited to the right to receive dividends on and to vote with
respect to such restricted Shares, except that additional shares issued with
respect to restricted Shares including, but not limited to, stock dividends or
stock splits or any securities issued in exchange for restricted Shares shall be
subject to the same restrictions as are applicable to the restricted Shares.

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14. Plan Amendment and Termination.

(a) Authority of Option Committee. In addition to the authority of the Option
Committee set forth in Section 5, the Option Committee may at any time
discontinue granting Options under the Plan or otherwise suspend, amend or
terminate the Plan and may, with the consent of an Optionee, make such
modification of the terms and conditions of Options theretofore granted as it
shall deem advisable. Any amendment or modification made pursuant to the
provisions of this Section shall be effective immediately upon adoption, unless
otherwise provided therein, subject to approval thereof (i) within twelve (12)
months before or after the effective date of such amendment or modification by
stockholders of the Corporation holding not less than a majority vote of the
voting power of the Corporation voting in person or by proxy at a duly held
stockholders meeting when required to maintain or satisfy the requirements of
Code Section 422 with respect to Incentive Stock Options, or Code Section 162(m)
with respect to performance-based compensation, (ii) by any appropriate
governmental agency if required, or (iii) by a securities exchange or automated
quotation system if required. No Option may be granted during any suspension or
after termination of the Plan.

(a) Ten (10) Year Maximum Term. Unless previously terminated by the Option
Committee, this Plan shall terminate on the tenth (10th) anniversary of the
Effective Date. No Options shall be granted under the Plan thereafter.

(b) Effect on Options Granted. Any amendment, suspension or termination of the
Plan shall not, without the consent of the Optionee, alter or impair any rights
or obligations under any Option theretofore granted.

15. Effective Date of Plan.

The Plan shall be effective upon the approval of the Board of Directors of the
Corporation (the "Effective Date").

16. Miscellaneous Provisions.

(a) Limitation on Benefits. No Option may be exercised, to the extent such
exercise will create an "excess parachute payment" as defined in Section 280G of
the Code.

(b) Exculpation and Indemnification. The Corporation shall indemnify and hold
harmless the Option Committee from and against any and all liabilities, costs
and expenses incurred by such persons as a result of any act, or omission to
act, in connection with the performance of such persons' duties,
responsibilities and obligations under the Plan, other than such liabilities,
costs and expenses as may result from gross negligence, bad faith, willful
conduct and/or criminal acts of such persons.

(c) Use of Proceeds. The proceeds from the exercise of Shares granted under the
Plan shall constitute and be considered as general funds of the Corporation
which may be used for any and all corporate purposes as determined by the Board
of Directors.

(d) Compliance with Applicable Laws. The inability of the Corporation to obtain
from any regulatory body having jurisdiction, the authority deemed by the
Corporation's counsel to be necessary to the lawful issuance and sale of any
Shares upon the exercise of an Option shall relieve the Corporation of any
liability in respect of the non-issuance or sale of such Shares as to which
requisite authority shall not have been obtained.

(e) Non-Uniform Determinations. The Option Committee's determination 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 Option 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.