Exhibit 4.0

                                  DOMINIX, INC.

                           2003 EQUITY INCENTIVE PLAN


                                ARTICLE I - PLAN


      1.1 PURPOSE. This Plan is a plan for key Employees (including officers and
employee  directors)  and  Consultants  of the Company and its Affiliates and is
intended to advance the best interests of the Company,  its Affiliates,  and its
stockholders by providing those persons who have substantial  responsibility for
the  management  and growth of the Company and its  Affiliates  with  additional
incentives and an opportunity to obtain or increase their  proprietary  interest
in the  Company,  thereby  encouraging  them to  continue  in the  employ of the
Company or any of its Affiliates.

      1.2 RULE 16B-3 PLAN.  The Plan is  intended to comply with all  applicable
conditions  of Rule 16b-3 (and all  subsequent  revisions  thereof)  promulgated
under the Securities  Exchange Act of 1934, as amended (the "1934 Act").  To the
extent  any  provision  of the  Plan or  action  by the  Board of  Directors  or
Committee  fails to so comply,  it shall be deemed null and void,  to the extent
permitted by law and deemed advisable by the Committee.  In addition,  the Board
of Directors may amend the Plan from time to time as it deems necessary in order
to meet the  requirements of any amendments to Rule 16b-3 without the consent of
the shareholders of the Company.

      1.3 EFFECTIVE DATE OF PLAN. The Plan shall be effective  November 17, 2003
(the "Effective Date"), provided that within one year of the Effective Date, the
Plan shall have been  approved by at least a majority vote of  stockholders.  No
Incentive Option,  Nonqualified  Option,  Stock Appreciation  Right,  Restricted
Stock Award or Performance Stock Award shall be granted pursuant to the Plan ten
years after the Effective Date.


                            ARTICLE II - DEFINITIONS

      The words and phrases  defined in this Article  shall have the meaning set
out in these  definitions  throughout this Plan, unless the context in which any
such  word or  phrase  appears  reasonably  requires  a  broader,  narrower,  or
different meaning.

      2.1   "AFFILIATE"   means  any  parent   corporation  and  any  subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the  action or  transaction,  each of the  corporations  other  than the
Company owns stock  possessing 50% or more of the total combined voting power of
all  classes of stock in one of the other  corporations  in the chain.  The term
"subsidiary  corporation"  means any corporation  (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action or transaction,  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 the
chain.



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      2.2 "AWARD" means each of the following granted under this Plan: Incentive
Option, Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
Performance Stock Award.

      2.3 "BONUS STOCK AWARD" means an Award of Bonus Stock.

      2.4 "BOARD OF DIRECTORS" means the board of directors of the Company.

      2.5 "CHANGE IN CONTROL" shall mean and include the following  transactions
or situations:

      (a) A sale, transfer, or other disposition by the Company through a single
transaction  or  a  series  of   transactions   of  securities  of  the  Company
representing  thirty (30%)  percent or more of the combined  voting power of the
Company's then  outstanding  securities to any "Unrelated  Person" or "Unrelated
Persons"  acting in concert with one another.  For purposes of this  definition,
the term  "Person"  shall mean and include any  individual,  partnership,  joint
venture, association, trust corporation, or other entity (including a "group" as
referred  to in  Section  13(d)(3)  of the  1934  Act).  For  purposes  of  this
definition,  the term "Unrelated Person" shall mean and include any Person other
than the Company,  a  wholly-owned  subsidiary  of the  Company,  or an employee
benefit  plan  of the  Company;  provided  however,  a sale to  underwriters  in
connection with a public offering of the Company's securities pursuant to a firm
commitment shall not be a Change of Control.

      (b) A sale, transfer, or other disposition through a single transaction or
a series  of  transactions  of all or  substantially  all of the  assets  of the
Company to an Unrelated  Person or Unrelated  Persons acting in concert with one
another.

      (c) A change in the ownership of the Company through a single  transaction
or a series of transactions  such that any Unrelated Person or Unrelated Persons
acting in concert with one another become the  "Beneficial  Owner,"  directly or
indirectly,  of  securities  of the Company  representing  at least thirty (30%)
percent  of  the  combined  voting  power  of  the  Company's  then  outstanding
securities.  For purposes of this definition,  the term "Beneficial Owner" shall
have the same meaning as given to that term in Rule 13d-3  promulgated under the
1934 Act, provided that any pledgee of voting securities is not deemed to be the
Beneficial  Owner thereof prior to its acquisition of voting rights with respect
to such securities.

      (d) Any  consolidation  or merger of the Company with or into an Unrelated
Person,  unless immediately after the consolidation or merger the holders of the
common stock of the Company immediately prior to the consolidation or merger are
the beneficial owners of securities of the surviving corporation representing at
least  fifty  (50%)  percent  of the  combined  voting  power  of the  surviving
corporation's then outstanding securities.



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<PAGE>

      (e) During any period of two years,  individuals  who, at the beginning of
such period,  constituted  the Board of Directors of the Company cease,  for any
reason,  to  constitute  at least a majority  thereof,  unless the  election  or
nomination  for  election of each new  director  was  approved by the vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.

      (f) A change in control of the  Company of a nature that would be required
to be  reported  in response  to Item 6(e) of  Schedule  14A of  Regulation  14A
promulgated  under  the  1934  Act,  or  any  successor  regulation  of  similar
importance,  regardless  of whether  the  Company  is subject to such  reporting
requirement.

      2.6 "CODE" means the Internal Revenue Code of 1986, as amended.

      2.7 "COMMITTEE" means the Compensation Committee of the Board of Directors
or such other  committee  designated  by the Board of  Directors.  The Committee
shall be  comprised  solely of at least two members  who are both  Disinterested
Persons and Outside Directors or by the Board of Directors in its entirety.

      2.8 "COMPANY" means Dominix, Inc.

      2.9 "CONSULTANT"  means any person,  including an advisor,  engaged by the
Company  or  Affiliate  to  render  services  and who is  compensated  for  such
services.

      2.10 "DISINTERESTED PERSON" means a "disinterested person" as that term is
defined in Rule 16b-3 under the 1934 Act.

      2.11  "ELIGIBLE  PERSONS"  shall  mean,  with  respect to the Plan,  those
persons  who,  at the  time  that an  Award is  granted,  are (i) key  personnel
(including  officers  and  directors)  of the  Company  or  Affiliate,  or  (ii)
Consultants  or independent  contractors  who provide  valuable  services to the
Company or Affiliate as determined by the Committee.

      2.12 "EMPLOYEE" means a person employed by the Company or any Affiliate to
whom an Award is granted.

      2.13 "FAIR MARKET VALUE" of the Stock as of any date means (a) the average
of the high and low  sale  prices  of the  Stock on that  date on the  principal
securities  exchange  on which the Stock is  listed;  or (b) if the Stock is not
listed on a securities exchange,  the average of the high and low sale prices of
the Stock on that date as reported on the Nasdaq National Market System;  or (c)
if the Stock is not listed on the Nasdaq National Market System,  the average of
the high and low bid  quotations  for the Stock on that date as  reported by the
National  Quotation  Bureau  Incorporated;  or (d) if none of the  foregoing  is
applicable, an amount at the election of the Committee equal to (x), the average
between the closing bid and ask prices per share of Stock on the last  preceding
date on which those prices were reported or (y) that amount as determined by the
Committee in good faith.



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<PAGE>

      2.14  "INCENTIVE  OPTION" means an option to purchase  Stock granted under
this Plan  which is  designated  as an  "Incentive  Option"  and  satisfies  the
requirements of Section 422 of the Code.

      2.15 "NONQUALIFIED OPTION" means an option to purchase Stock granted under
this Plan other than an Incentive Option.

      2.16 "OPTION"  means both an Incentive  Option and a  Nonqualified  Option
granted under this Plan to purchase shares of Stock.

      2.17  "OPTION  AGREEMENT"  means the written  agreement by and between the
Company and an Eligible Person which sets out the terms of an Option.

      2.18 "OUTSIDE  DIRECTOR" means a member of the Board of Directors  serving
on the Committee who satisfies Section 162(m) of the Code.

      2.19 "PLAN" means the Dominix, Inc. 2003 Equity Incentive Plan, as set out
in this document and as it may be amended from time to time.

      2.20 "PLAN YEAR" means the Company's fiscal year.

      2.21  "PERFORMANCE  STOCK  AWARD"  means an award of shares of Stock to be
issued to an Eligible Person if specified  predetermined  performance  goals are
satisfied as described in Article VII.

      2.22  "RESTRICTED   STOCK"  means  Stock  awarded  or  purchased  under  a
Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
all  rights,  warranties  or  similar  items  attached  or  accruing  thereto or
represented  by the  certificate  representing  the  stock and (ii) any stock or
securities  into  which or for  which  the  stock  is  thereafter  converted  or
exchanged.  The terms and conditions of the Restricted  Stock Agreement shall be
determined by the Committee consistent with the terms of the Plan.

      2.23 "RESTRICTED  STOCK AGREEMENT" means an agreement  between the Company
or any Affiliate and the Eligible  Person  pursuant to which the Eligible Person
receives a Restricted Stock Award subject to Article VI.

      2.24 "RESTRICTED STOCK AWARD" means an Award of Restricted Stock.

      2.25  "RESTRICTED  STOCK PURCHASE PRICE" means the purchase price, if any,
per share of Restricted Stock subject to an Award. The Restricted Stock Purchase
Price shall be determined by the Committee.  It may be greater than or less than
the Fair Market Value of the Stock on the date of the Stock Award.

      2.26 "STOCK" means the common stock of the Company, $.001 par value or, in
the event that the outstanding  shares of common stock are later changed into or
exchanged for a different class of stock or securities of the Company or another
corporation, that other stock or security.



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<PAGE>

      2.27 "STOCK  APPRECIATION  RIGHT" and "SAR" means the right to receive the
difference  between the Fair Market  Value of a share of Stock on the grant date
and the Fair Market Value of the share of Stock on the exercise date.

      2.28 "10% STOCKHOLDER"  means an individual who, at the time the Option is
granted,  owns Stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of any Affiliate.  An individual shall
be considered as owning the Stock owned,  directly or indirectly,  by or for his
brothers and sisters  (whether by the whole or half blood),  spouse,  ancestors,
and lineal  descendants;  and Stock owned,  directly or indirectly,  by or for a
corporation,  partnership,  estate, or trust, shall be considered as being owned
proportionately by or for its stockholders, partners, or beneficiaries.


                            ARTICLE III - ELIGIBILITY

      The  individuals  who shall be eligible to receive  Awards  shall be those
Eligible  Persons of the Company or any of its Affiliates as the Committee shall
determine  from  time to time.  However,  no member  of the  Committee  shall be
eligible to receive any Award or to receive Stock,  Options,  Stock Appreciation
Rights or any Performance Stock Award under any other plan of the Company or any
of  its  Affiliates,  if  to  do so  would  cause  the  individual  not  to be a
Disinterested  Person or Outside Director.  The Board of Directors may designate
one or more  individuals  who shall not be  eligible  to receive any Award under
this Plan or under other similar plans of the Company.


               ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS

      4.1 AUTHORITY TO GRANT AWARDS.  The Committee may grant to those  Eligible
Persons of the  Company or any of its  Affiliates  as it shall from time to time
determine,  Awards under the terms and conditions of this Plan.  Subject only to
any applicable  limitations  set out in this Plan, the number of shares of Stock
to be  covered  by any  Award  to be  granted  to an  Eligible  Person  shall be
determined by the Committee.

      4.2 SHARES  SUBJECT TO PLAN. The total number of shares of Stock set aside
for Awards may be granted under the Plan shall be 3,000,000  shares.  The shares
may be treasury shares or authorized but unissued shares.  The maximum number of
shares  subject to options or stock  appreciation  rights which may be issued to
any eligible  person under the plan during each plan year shall be determined by
the Committee.  The maximum number of shares subject to restricted  stock awards
which may be granted to any eligible person under the plan during each plan year
shall be determined by the  Committee.  The maximum  number of shares subject to
performance stock awards which may be granted to any eligible person during each
plan year shall be determined by the  Committee.  The number of shares stated in
this  Section  4.2  shall  be  subject  to  adjustment  in  accordance  with the
provisions of Section 4.5. In the event that any outstanding  Award shall expire
or  terminate  for any reason or any Award is  surrendered,  the shares of Stock
allocable  to the  unexercised  portion of that Award may again be subject to an
Award under the Plan.



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<PAGE>

      4.3 NON-TRANSFERABILITY.  Awards shall not be transferable by the Eligible
Person otherwise than by will or under the laws of descent and distribution, and
shall be  exercisable,  during  the  Eligible  Person's  lifetime,  only by him.
Restricted  Stock shall be purchased by and/or  become vested under a Restricted
Stock Agreement during the Eligible Person's lifetime,  only by him. Any attempt
to transfer  an Award  other than under the terms of the Plan and the  Agreement
shall terminate the Award and all rights of the Eligible Person to that Award.

      4.4  REQUIREMENTS  OF LAW.  The  Company  shall not be required to sell or
issue any Stock under any Award if issuing that Stock would constitute or result
in a violation  by the  Eligible  Person or the Company of any  provision of any
law,  statute,  or regulation of any governmental  authority.  Specifically,  in
connection   with  any  applicable   statute  or  regulation   relating  to  the
registration  of  securities,  upon  exercise  of any Option or  pursuant to any
Award, the Company shall not be required to issue any Stock unless the Committee
has received  evidence  satisfactory to it to the effect that the holder of that
Option or Award will not transfer the Stock except in accordance with applicable
law,  including receipt of an opinion of counsel  satisfactory to the Company to
the  effect  that any  proposed  transfer  complies  with  applicable  law.  The
determination  by the  Committee  on this  matter  shall be final,  binding  and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by this Plan pursuant to applicable securities laws of any country
or any political subdivision.  In the event the Stock issuable on exercise of an
Option or pursuant to an Award is not registered, the Company may imprint on the
certificate  evidencing  the Stock  any  legend  that  counsel  for the  Company
considers  necessary  or advisable  to comply with  applicable  law. The Company
shall not be  obligated to take any other  affirmative  action in order to cause
the exercise of an Option or vesting  under an Award,  or the issuance of shares
pursuant  thereto,  to comply  with any law or  regulation  of any  governmental
authority.

      4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

      (a) The existence of outstanding Options or Awards shall not affect in any
way the right or power of the Company or its  stockholders  to make or authorize
any or all adjustments,  recapitalizations,  reorganizations or other changes in
the Company's capital structure or its business,  or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or  affecting  the Stock or its  rights,  or the  dissolution  or
liquidation  of the  Company,  or any sale or transfer of all or any part of its
assets or  business,  or any other  corporate  act or  proceeding,  whether of a
similar  character or otherwise.  If the Company  shall effect a subdivision  or
consolidation  of shares or other capital  readjustment,  the payment of a Stock
dividend,  or other  increase or  reduction of the number of shares of the Stock
outstanding,  without  receiving  compensation  for  it in  money,  services  or
property,  then (a) the  number,  class,  and per share price of shares of Stock
subject to outstanding  Options under this Plan shall be appropriately  adjusted
in such a manner as to entitle an Eligible Person to receive upon exercise of an
Option, for the same aggregate cash  consideration,  the equivalent total number
and class of shares he would have  received had he exercised  his Option in full
immediately prior to the event requiring the adjustment;  and (b) the number and
class of shares of Stock  then  reserved  to be issued  under the Plan  shall be
adjusted by substituting  for the total number and class of shares of Stock then
reserved, that number and class of shares of Stock that would have been received
by the owner of an equal number of outstanding  shares of each class of Stock as
the result of the event requiring the adjustment.



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<PAGE>

      (b) If the Company is merged or consolidated with another  corporation and
the Company is not the surviving corporation, or if the Company is liquidated or
sells or otherwise  disposes of substantially  all its assets while  unexercised
Options remain outstanding under this Plan:

            (i)   subject  to the  provisions  of clause  (c)  below,  after the
                  effective date of the merger, consolidation, liquidation, sale
                  or other  disposition,  as the case may be,  each holder of an
                  outstanding  Option  shall be entitled,  upon  exercise of the
                  Option, to receive, in lieu of shares of Stock, the number and
                  class or  classes  of shares of stock or other  securities  or
                  property  to which the  holder  would have been  entitled  if,
                  immediately prior to the merger,  consolidation,  liquidation,
                  sale or other  disposition,  the holder had been the holder of
                  record of a number of shares of Stock  equal to the  number of
                  shares as to which the Option shall be so exercised;

            (ii)  the Board of Directors may waive any limitations set out in or
                  imposed under this Plan so that all Options,  from and after a
                  date prior to the effective date of the merger, consolidation,
                  liquidation,  sale or other  disposition,  as the case may be,
                  specified by the Board of Directors,  shall be  exercisable in
                  full; and

            (iii) all  outstanding  Options  may be  canceled  by the  Board  of
                  Directors   as  of  the   effective   date   of  any   merger,
                  consolidation,  liquidation, sale or other disposition, if (i)
                  notice  of  cancellation  shall be given to each  holder of an
                  Option and (ii) each holder of an Option  shall have the right
                  to  exercise  that  Option  in  full  (without  regard  to any
                  limitations  set  out in or  imposed  under  this  Plan or the
                  Option Agreement  granting that Option) during a period set by
                  the Board of Directors  preceding  the  effective  date of the
                  merger, consolidation,  liquidation, sale or other disposition
                  and,  if in the  event  all  outstanding  Options  may  not be
                  exercised  in full under  applicable  securities  laws without
                  registration  of the shares of Stock  issuable  on exercise of
                  the Options,  the Board of Directors may limit the exercise of
                  the  Options to the number of shares of Stock,  if any, as may
                  be issued without  registration.  The method of choosing which
                  Options  may be  exercised,  and the number of shares of Stock
                  for which Options may be exercised, shall be solely within the
                  discretion of the Board of Directors.



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<PAGE>

      (c) After a merger of one or more corporations into the Company or after a
consolidation  of the Company and one or more  corporations in which the Company
shall be the surviving  corporation,  each Eligible  Person shall be entitled to
have his  Restricted  Stock and shares  earned under a  Performance  Stock Award
appropriately  adjusted  based on the  manner the Stock was  adjusted  under the
terms of the agreement of merger or consolidation.

      (d) In each  situation  described in this Section 4.5, the Committee  will
make similar  adjustments,  as appropriate,  in outstanding  Stock  Appreciation
Rights.

      (e) The  issuance  by the  Company  of  shares of stock of any  class,  or
securities  convertible into shares of stock of any class, for cash or property,
or for labor or services  either upon direct sale or upon the exercise of rights
or warrants to subscribe for them, or upon  conversion of shares or  obligations
of the Company  convertible into shares or other  securities,  shall not affect,
and no adjustment by reason of such issuance  shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Awards.

      4.6 ELECTION  UNDER SECTION 83(B) OF THE CODE. No Employee  shall exercise
the election  permitted under Section 83(b) of the Code without written approval
of the  Committee.  Any Employee doing so shall forfeit all Awards issued to him
under this Plan.


                ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS

      5.1 TYPE OF  OPTION.  The  Committee  shall  specify  at the time of grant
whether a given Option shall  constitute an Incentive  Option or a  Nonqualified
Option. Incentive Stock Options may only be granted to Employees.

      5.2  OPTION  PRICE.  The price at which  Stock may be  purchased  under an
Incentive  Option  shall not be less than the  greater  of: (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b) the
aggregate  par value of the shares of Stock on the date the  Option is  granted.
The  Committee in its  discretion  may provide that the price at which shares of
Stock may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10%  Stockholder,  the price at which shares of
Stock may be purchased under an Incentive  Option shall not be less than 110% of
the Fair Market Value of the Stock on the date the Incentive  Option is granted.
The price at which shares of Stock may be purchased under a Nonqualified  Option
shall  be such  price  as  shall  be  determined  by the  Committee  in its sole
discretion  but in no event  lower  than the par value of the shares of Stock on
the date the Option is granted.

      5.3  DURATION OF OPTIONS AND SARS.  No Option or SAR shall be  exercisable
after  the  expiration  of ten (10)  years  from the date the  Option  or SAR is
granted.  In the  case  of a 10%  Stockholder,  no  Incentive  Option  shall  be
exercisable  after the  expiration  of five  years  from the date the  Incentive
Option is granted.

      5.4 AMOUNT EXERCISABLE -- INCENTIVE OPTIONS.  Each Option may be exercised
from  time to time,  in  whole or in part,  in the  manner  and  subject  to the
conditions  the  Committee,  in its sole  discretion,  may provide in the Option
Agreement, as long as the Option is valid and outstanding,  and further provided
that no Option  may be  exercisable  within six (6) months of the date of grant,
unless  otherwise  stated  in the  Option  Agreement.  To the  extent  that  the
aggregate Fair Market Value  (determined  as of the time an Incentive  Option is
granted)  of the Stock with  respect to which  Incentive  Options  first  become
exercisable  by the optionee  during any calendar  year (under this Plan and any
other  incentive  stock option plan(s) of the Company or any Affiliate)  exceeds
$100,000,  the portion in excess of $100,000 of the  Incentive  Option  shall be
treated  as a  Nonqualified  Option.  In making  this  determination,  Incentive
Options shall be taken into account in the order in which they were granted.



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      5.5 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery of
written notice to the Committee setting forth the number of shares of Stock with
respect to which the Option is to be exercised, together with:

      (a) cash,  certified  check,  bank draft, or postal or express money order
payable to the order of the Company for an amount  equal to the option  price of
the shares,

      (b) Stock at its Fair Market Value on the date of  exercise,  (if approved
in advance by the Committee),

      (c)  an  election  to  make  a  cashless  exercise  through  a  registered
broker-dealer (if approved in advance by the Committee),

      (d) an election to have shares of Stock,  which  otherwise would be issued
on exercise,  withheld in payment of the exercise  price (if approved in advance
by the Committee), and/or

      (e) any  other  form of  payment  which is  acceptable  to the  Committee,
including  without  limitation,  payment in the form of a promissory  note,  and
specifying  the  address  to which the  certificates  for the  shares  are to be
mailed.

      As promptly  as  practicable  after  receipt of written  notification  and
payment,  the Company shall deliver to the Eligible Person  certificates for the
number of shares with respect to which the Option has been exercised,  issued in
the  Eligible  Person's  name.  If  shares  of Stock  are used in  payment,  the
aggregate  Fair Market Value of the shares of Stock tendered must be equal to or
less than the  aggregate  exercise  price of the  shares  being  purchased  upon
exercise  of the  Option,  and any  difference  must be paid by cash,  certified
check,  bank draft, or postal or express money order payable to the order of the
Company. Delivery of the shares shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited the certificates in the
United States mail,  addressed to the Eligible Person,  at the address specified
by the Eligible Person.

      Whenever an Option is exercised by exchanging shares of Stock owned by the
Eligible Person,  the Eligible Person shall deliver to the Company  certificates
registered in the name of the Eligible Person representing a number of shares of
Stock legally and beneficially owned by the Eligible Person,  free of all liens,
claims,  and  encumbrances  of every  kind,  accompanied  by stock  powers  duly
endorsed  in  blank  by the  record  holder  of the  shares  represented  by the
certificates (with signature guaranteed by a commercial bank or trust company or
by a  brokerage  firm  having  a  membership  on  a  registered  national  stock
exchange).  The delivery of certificates upon the exercise of Options is subject
to the condition that the person  exercising the Option provide the Company with
the information  the Company might  reasonably  request  pertaining to exercise,
sale or other disposition.



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      5.6 STOCK  APPRECIATION  RIGHTS. All Eligible Persons shall be eligible to
receive Stock  Appreciation  Rights. The Committee shall determine the SAR to be
awarded  from  time to time to any  Eligible  Person.  The grant of an SAR to be
awarded from time to time shall neither  entitle such person to, nor  disqualify
such  person,  from  participation  in any other grant of awards by the Company,
whether  under  this Plan or any other  plan of the  Company.  If  granted  as a
stand-alone  SAR  Award,  the terms of the Award  shall be  provided  in a Stock
Appreciation Rights Agreement.

      5.7 STOCK APPRECIATION  RIGHTS IN TANDEM WITH OPTIONS.  Stock Appreciation
Rights  may,  at the  discretion  of the  Committee,  be included in each Option
granted  under the Plan to permit  the  holder  of an Option to  surrender  that
Option,  or a portion  of the part  which is then  exercisable,  and  receive in
exchange,  upon the conditions and limitations  set by the Committee,  an amount
equal to the excess of the Fair Market Value of the Stock covered by the Option,
or the  portion  of it  that  was  surrendered,  determined  as of the  date  of
surrender,  over the aggregate  exercise price of the Stock.  The payment may be
made in shares of Stock valued at Fair Market Value,  in cash, or partly in cash
and  partly  in  shares  of Stock,  as the  Committee  shall  decide in its sole
discretion. Stock Appreciation Rights may be exercised only when the Fair Market
Value of the Stock covered by the Option surrendered  exceeds the exercise price
of the Stock. In the event of the surrender of an Option, or a portion of it, to
exercise the Stock Appreciation  Rights, the shares represented by the Option or
that part of it which is  surrendered,  shall not be  available  for  reissuance
under the Plan.  Each Stock  Appreciation  Right issued in tandem with an Option
(a) will expire not later than the expiration of the underlying  Option, (b) may
be for no more than 100% of the  difference  between the  exercise  price of the
underlying  Option and the Fair Market Value of a share of Stock at the time the
Stock  Appreciation  Right  is  exercised,  (c) is  transferable  only  when the
underlying Option is transferable, and under the same conditions, and (d) may be
exercised only when the underlying Option is eligible to be exercised.

      5.8 CONDITIONS OF STOCK APPRECIATION RIGHTS. All Stock Appreciation Rights
shall be subject to such terms,  conditions,  restrictions or limitations as the
Committee deems appropriate,  including by way of illustration but not by way of
limitation,   restrictions   on   transferability,   requirement   of  continued
employment,  individual  performance,  financial  performance  of the Company or
payment of any applicable employment or withholding taxes.

      5.9 PAYMENT OF STOCK  APPRECIATION  RIGHTS. The amount of payment to which
the Eligible  Person who reserves an SAR shall be entitled  upon the exercise of
each SAR shall be equal to the amount,  if any by which the Fair Market Value of
the specified shares of Stock on the exercise date exceeds the Fair Market Value
of the specified  shares of Stock on the date of grant of the SAR. The SAR shall
be  paid in  either  cash or  Stock,  as  determined  in the  discretion  of the
Committee  as set forth in the SAR  agreement.  If the payment is in Stock,  the
number of shares to be paid shall be  determined  by dividing the amount of such
payment by the Fair Market Value of Stock on the exercise date of such SAR.



                                       20
<PAGE>

      5.10  EXERCISE  ON  TERMINATION  OF  EMPLOYMENT.  Unless  it is  expressly
provided  otherwise in the Option or SAR  agreement,  Options and SAR granted to
Employees  shall  terminate  one day less than three months  after  severance of
employment of the Employee from the Company and all  Affiliates  for any reason,
with or without cause,  other than death,  retirement under the then established
rules of the Company,  or severance for disability.  Whether authorized leave of
absence or absence on military or government service shall constitute  severance
of the  employment of the Employee  shall be determined by the Committee at that
time.

      5.11 DEATH.  If,  before the  expiration of an Option or SAR, the Eligible
Person,  whether  in the employ of the  Company  or after he has  retired or was
severed for  disability,  or otherwise  dies,  the Option or SAR shall  continue
until the earlier of the Option's or SAR's expiration date or one year following
the date of his death,  unless it is expressly  provided otherwise in the Option
or SAR  agreement.  After  the  death of the  Eligible  Person,  his  executors,
administrators  or any persons to whom his Option or SAR may be  transferred  by
will or by the laws of descent  and  distribution  shall have the right,  at any
time prior to the  Option's or SAR's  expiration  or  termination,  whichever is
earlier,  to exercise  it, to the extent to which he was entitled to exercise it
immediately prior to his death, unless it is expressly provided otherwise in the
Option or SAR's agreement.

      5.12 RETIREMENT.  Unless it is expressly  provided otherwise in the Option
Agreement,  before the expiration of an Incentive Option,  the Employee shall be
retired  in good  standing  from  the  employ  of the  Company  under  the  then
established  rules of the Company,  the Incentive  Option shall terminate on the
earlier of the Option's  expiration date or one day less than one year after his
retirement;  provided,  if an Incentive Option is not exercised within specified
time limits  prescribed  by the Code,  it will become a  Nonqualified  Option by
operation  of law.  Unless it is  expressly  provided  otherwise  in the  Option
Agreement, if before the expiration of a Nonqualified Option, the Employee shall
be  retired  in good  standing  from the  employ of the  Company  under the then
established rules of the Company, the Nonqualified Option shall terminate on the
earlier of the  Nonqualified  Option's  expiration date or one day less than one
year after his retirement.  In the event of retirement,  the Employee shall have
the right prior to the  termination of the  Nonqualified  Option to exercise the
Nonqualified  Option,  to the extent to which he was  entitled  to  exercise  it
immediately prior to his retirement,  unless it is expressly  provided otherwise
in  the  Option  Agreement.  Upon  retirement,  an  SAR  shall  continue  to  be
exercisable for the remainder of the term of the SAR agreement.

      5.13  DISABILITY.  If,  before  the  expiration  of an Option or SAR,  the
Employee  shall be severed  from the employ of the Company for  disability,  the
Option or SAR shall terminate on the earlier of the Option's or SAR's expiration
date or one day less than one year  after  the date he was  severed  because  of
disability,  unless it is  expressly  provided  otherwise  in the  Option or SAR
agreement.  In the event that the  Employee  shall be severed from the employ of
the  Company  for  disability,  the  Employee  shall have the right prior to the
termination of the Option or SAR to exercise the Option,  to the extent to which
he was entitled to exercise it immediately  prior to his retirement or severance
of employment for disability,  unless it is expressly  provided otherwise in the
Option Agreement.



                                       21
<PAGE>

      5.14  SUBSTITUTION  OPTIONS.  Options may be granted  under this Plan from
time to time in  substitution  for  stock  options  held by  employees  of other
corporations who are about to become employees of or affiliated with the Company
or any  Affiliate as the result of a merger or  consolidation  of the  employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or any Affiliate of the assets of the employing corporation,  or the acquisition
by the Company or any  Affiliate of stock of the  employing  corporation  as the
result of which it becomes an Affiliate of the Company. The terms and conditions
of the substitute Options granted may vary from the terms and conditions set out
in this  Plan to the  extent  the  Committee,  at the  time of  grant,  may deem
appropriate  to conform,  in whole or in part,  to the  provisions  of the stock
options in substitution for which they are granted.

      5.15 RELOAD  OPTIONS.  Without in any way  limiting  the  authority of the
Board  of  Directors  or  Committee  to make or not to make  grants  of  Options
hereunder, the Board of Directors or Committee shall have the authority (but not
an obligation) to include as part of any Option Agreement a provision  entitling
the  Eligible  Person to a further  Option (a "Reload  Option") in the event the
Eligible Person exercises the Option evidenced by the Option Agreement, in whole
or in part, by  surrendering  other shares of Stock in accordance with this Plan
and the terms and conditions of the Option Agreement. Any such Reload Option (a)
shall be for a number of shares  equal to the  number of shares  surrendered  as
part or all of the exercise  price of such Option;  (b) shall have an expiration
date  which is the  greater  of (i) the same  expiration  date of the Option the
exercise of which gave rise to such Reload Option or (ii) one year from the date
of grant of the Reload  Option;  and (c) shall have an  exercise  price which is
equal to one  hundred  percent  (100%)  of the Fair  Market  Value of the  Stock
subject to the Reload  Option on the date of  exercise of the  original  Option.
Notwithstanding the foregoing,  a Reload Option which is an Incentive Option and
which is granted to a 10%  Stockholder,  shall have an  exercise  price which is
equal to one hundred ten  percent  (110%) of the Fair Market  Value of the Stock
subject to the Reload Option on the date of exercise of the original  Option and
shall have a term which is no longer than five (5) years.

      Any such  Reload  Option  may be an  Incentive  Option  or a  Nonqualified
Option,  as the Board of Directors or Committee may designate at the time of the
grant of the original  Option;  provided,  however,  that the designation of any
Reload  Option  as an  Incentive  Option  shall be  subject  to the one  hundred
thousand dollar  ($100,000)  annual  limitation on  exercisability  of Incentive
Stock  Options  described in the Plan and in Section  422(d) of the Code.  There
shall be no Reload Options on a Reload  Option.  Any such Reload Option shall be
subject to the  availability  of sufficient  shares under Section 4.2 herein and
shall be subject to such other terms and conditions as the Board of Directors or
Committee may determine which are not inconsistent  with the express  provisions
of the Plan regarding the terms of Options.

      5.16 NO RIGHTS AS STOCKHOLDER. No Eligible Person shall have any rights as
a stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the Stock.


                                       22
<PAGE>

                      ARTICLE VI - RESTRICTED STOCK AWARDS

      6.1 RESTRICTED STOCK AWARDS. The Committee may issue shares of Stock to an
Eligible  Person  subject  to the terms of a  Restricted  Stock  Agreement.  The
Restricted  Stock may be issued for no payment by the  Eligible  Person or for a
payment below the Fair Market Value on the date of grant. Restricted Stock shall
be subject to restrictions  as to sale,  transfer,  alienation,  pledge or other
encumbrance  and  generally  will be subject  to  vesting  over a period of time
specified in the Restricted Stock  Agreement.  The Committee shall determine the
period of vesting, the number of shares, the price, if any, of Stock included in
a Restricted  Stock Award, and the other terms and provisions which are included
in a Restricted Stock Agreement.

      6.2  RESTRICTIONS.  Restricted  Stock  shall be  subject  to the terms and
conditions as determined by the Committee,  including without limitation, any or
all of the following:

      (a) a prohibition against the sale, transfer,  alienation, pledge or other
encumbrance of the shares of Restricted  Stock, such prohibition to lapse (i) at
such time or times as the Committee shall  determine  (whether in annual or more
frequent installments, at the time of the death, disability or retirement of the
holder of such shares, or otherwise);

      (b) a requirement  that the holder of shares of Restricted  Stock forfeit,
or in the case of shares sold to an Eligible Person,  resell back to the Company
at his cost,  all or a part of such  shares in the event of  termination  of the
Eligible  Person's  employment  during  any  period in which the  shares  remain
subject to restrictions;

      (c) a prohibition  against employment of the holder of Restricted Stock by
any  competitor  of the  Company or its  Affiliates,  or against  such  holder's
dissemination of any secret or confidential information belonging to the Company
or an Affiliate;

      (d) unless stated otherwise in the Restricted Stock Agreement,

            (i)   if restrictions  remain at the time of severance of employment
                  with the Company and all Affiliates,  other than for reason of
                  disability or death,  the Restricted Stock shall be forfeited;
                  and

            (ii)  if  severance  of  employment  is by reason of  disability  or
                  death,  the  restrictions  on the shares  shall  lapse and the
                  Eligible Person or his heirs or estate shall be 100% vested in
                  the shares subject to the Restricted Stock Agreement.

      6.3 STOCK  CERTIFICATE.  Shares of Restricted Stock shall be registered in
the name of the  Eligible  Person  receiving  the  Restricted  Stock  Award  and
deposited, together with a stock power endorsed in blank, with the Company. Each
such certificate shall bear a legend in substantially the following form:


                                       23
<PAGE>

                  "The  transferability  of this  certificate  and the shares of
                  Stock  represented  by it is  restricted by and subject to the
                  terms and  conditions  (including  conditions  of  forfeiture)
                  contained in the [Company] 2002 Equity  Incentive Plan, and an
                  agreement  entered into between the  registered  owner and the
                  Company.  A copy of the Plan and  agreement  is on file in the
                  office of the Secretary of the Company."

      6.4  RIGHTS AS  STOCKHOLDER.  Subject to the terms and  conditions  of the
Plan,  each Eligible Person  receiving a certificate for Restricted  Stock shall
have all the  rights  of a  stockholder  with  respect  to the  shares  of Stock
included in the  Restricted  Stock Award  during any period in which such shares
are subject to  forfeiture  and  restrictions  on  transfer,  including  without
limitation, the right to vote such shares. Dividends paid with respect to shares
of  Restricted  Stock in cash or  property  other than  Stock in the  Company or
rights to acquire  stock in the  Company  shall be paid to the  Eligible  Person
currently.  Dividends paid in Stock in the Company or rights to acquire Stock in
the Company shall be added to and become a part of the Restricted Stock.

      6.5 LAPSE OF RESTRICTIONS.  At the end of the time period during which any
shares of Restricted  Stock are subject to forfeiture and  restrictions on sale,
transfer,  alienation,  pledge, or other encumbrance, such shares shall vest and
will be delivered in a certificate,  free of all  restrictions,  to the Eligible
Person or to the Eligible  Person's legal  representative,  beneficiary or heir;
provided  the  certificate  shall bear such  legend,  if any,  as the  Committee
determines is reasonably  required by applicable law. By accepting a Stock Award
and executing a Restricted Stock Agreement,  the Eligible Person agrees to remit
when due any  federal  and state  income and  employment  taxes  required  to be
withheld.

      6.6  RESTRICTION  PERIOD.  No  Restricted  Stock  Award  may  provide  for
restrictions continuing beyond ten (10) years from the date of grant.


                     ARTICLE VII - PERFORMANCE STOCK AWARDS

      7.1 AWARD OF PERFORMANCE  STOCK.  The Committee may award shares of Stock,
without any payment for such shares, to designated Eligible Persons if specified
performance  goals  established  by the Committee are  satisfied.  The terms and
provisions  herein  relating to these  performance  based awards are intended to
satisfy  Section  162(m)  of the Code and  regulations  issued  thereunder.  The
designation of an employee eligible for a specific Performance Stock Award shall
be made by the  Committee  in writing  prior to the  beginning of the period for
which the  performance  is measured  (or within such period as  permitted by IRS
regulations).  The Committee  shall  establish  the maximum  number of shares of
Stock to be issued to a designated Employee if the performance goal or goals are
met.  The  Committee  reserves  the right to make  downward  adjustments  in the
maximum  amount of an Award if in its  discretion  unforeseen  events  make such
adjustment appropriate.



                                       24
<PAGE>

      7.2 PERFORMANCE  GOALS.  Performance goals determined by the Committee may
be based on specified increases in cash flow, net profits, Stock price, Company,
segment or Affiliate sales, market share,  earnings per share, return on assets,
and/or return on stockholders' equity.

      7.3 ELIGIBILITY.  The employees  eligible for Performance Stock Awards are
the senior officers (i.e., chief executive officer,  president, vice presidents,
secretary,  treasurer, and similar positions) of the Company and its Affiliates,
and such other  employees of the Company and its Affiliates as may be designated
by the Committee.

      7.4 CERTIFICATE OF PERFORMANCE. The Committee must certify in writing that
a performance  goal has been attained prior to issuance of any certificate for a
Performance  Stock  Award  to any  Employee.  If  the  Committee  certifies  the
entitlement of an Employee to the Performance  Stock Award, the certificate will
be issued to the Employee as soon as administratively  practicable,  and subject
to other  applicable  provisions of the Plan,  including but not limited to, all
legal requirements and tax withholding.  However,  payment may be made in shares
of  Stock,  in cash,  or partly  in cash and  partly in shares of Stock,  as the
Committee shall decide in its sole discretion. If a cash payment is made in lieu
of shares of Stock,  the number of shares  represented by such payment shall not
be available for subsequent issuance under this Plan.


                        ARTICLE VII - BONUS STOCK AWARDS

      8.1 AWARD OF BONUS  STOCK.  The  committee  may  award  shares of Stock to
Eligible Persons,  without any payment for such shares and without any specified
performance  goals.  The  Committee  reserves  the right to issue such amount of
shares to Eligible Persons as the Committee deems fit.

      8.2  ELIGIBILITY.  The  Employees  eligible for Bonus Stock Awards are the
senior officers (i.e., chief executive officer,  chief operating officer,  chief
financial officer, president, vice presidents, secretary, treasurer, and similar
positions)  and  consultants of the Company and its  Affiliates,  and such other
employees  of the  Company  and  its  Affiliates  as may  be  designated  by the
Committee.


                           ARTICLE IX - ADMINISTRATION

      The  Plan  shall  be  administered  by the  Committee.  All  questions  of
interpretation  and  application  of the Plan and Awards shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum.  All  determinations  of the  Committee  shall be made by a
majority of its members.  Any decision or  determination  reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority  vote at a meeting  properly  called and held.  This Plan shall be
administered  in such a manner as to permit the Options which are  designated to
be  Incentive  Options to qualify as  Incentive  Options.  In  carrying  out its
authority under this Plan, the Committee shall have full and final authority and
discretion,  including  but not  limited  to the  following  rights,  powers and
authorities, to:



                                       25
<PAGE>

      (a) determine the Eligible  Persons to whom and the time or times at which
Options or Awards will be made,

      (b) determine the number of shares and the purchase price of Stock covered
in each Option or Award, subject to the terms of the Plan,

      (c)  determine  the terms,  provisions  and  conditions of each Option and
Award, which need not be identical,

      (d)  accelerate  the time at which  any  outstanding  Option or SAR may be
exercised, or Restricted Stock Award will vest,

      (e)  define  the  effect,  if any,  on an  Option  or Award of the  death,
disability, retirement, or termination of employment of the Employee,

      (f)  prescribe,  amend and  rescind  rules  and  regulations  relating  to
administration of the Plan, and

      (g) make all  other  determinations  and take  all  other  actions  deemed
necessary, appropriate, or advisable for the proper administration of this Plan.

      The actions of the Committee in exercising all of the rights,  powers, and
authorities  set out in this Article and all other  Articles of this Plan,  when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.


                  ARTICLE X - AMENDMENT OR TERMINATION OF PLAN

      The Board of Directors of the Company may amend, terminate or suspend this
Plan at any time, in its sole and absolute discretion;  provided,  however, that
to the extent required to qualify this Plan under Rule 16b-3  promulgated  under
Section 16 of the Securities Exchange Act of 1934, as amended, no amendment that
would (a)  materially  increase the number of shares of Stock that may be issued
under this Plan, (b) materially  modify the  requirements  as to eligibility for
participation  in this Plan, or (c) otherwise  materially  increase the benefits
accruing to participants  under this Plan, shall be made without the approval of
the  Company's  stockholders;  provided  further,  however,  that to the  extent
required to  maintain  the status of any  Incentive  Option  under the Code,  no
amendment  that would (a) change the  aggregate  number of shares of Stock which
may be issued  under  Incentive  Options,  (b)  change  the  class of  employees
eligible to receive  Incentive  Options,  or (c)  decrease  the Option price for
Incentive  Options  below the Fair  Market  Value of the Stock at the time it is
granted,  shall be made  without  the  approval of the  Company's  stockholders.
Subject to the preceding  sentence,  the Board of Directors shall have the power
to make  any  changes  in the  Plan and in the  regulations  and  administrative
provisions under it or in any outstanding  Incentive Option as in the opinion of
counsel for the Company may be  necessary  or  appropriate  from time to time to
enable any Incentive Option granted under this Plan to continue to qualify as an
incentive  stock option or such other stock  option as may be defined  under the
Code so as to receive preferential federal income tax treatment.




                                       26
<PAGE>

                           ARTICLE XI - MISCELLANEOUS

      11.1 NO  ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor
shall a trust  fund of any kind be  established  to  secure  the  rights  of any
Eligible  Person under this Plan.  All Eligible  Persons shall at all times rely
solely  upon the  general  credit of the  Company for the payment of any benefit
which becomes payable under this Plan.

      11.2 NO EMPLOYMENT  OBLIGATION.  The granting of any Option or Award shall
not constitute an employment  contract,  express or implied, nor impose upon the
Company or any  Affiliate  any  obligation  to employ or  continue to employ any
Eligible  Person.  The right of the Company or any  Affiliate to  terminate  the
employment  of any person shall not be  diminished  or affected by reason of the
fact that an Option or Award has been granted to him.

      11.3 FORFEITURE. Notwithstanding any other provisions of this Plan, if the
Committee finds by a majority vote after full consideration of the facts that an
Eligible Person,  before or after termination of his employment with the Company
or an Affiliate for any reason (a) committed or engaged in fraud,  embezzlement,
theft,  commission  of a  felony,  or  proven  dishonesty  in the  course of his
employment by the Company or an Affiliate,  which conduct damaged the Company or
Affiliate,  or disclosed  trade secrets of the Company or an  Affiliate,  or (b)
participated, engaged in or had a material, financial or other interest, whether
as an employee, officer, director, consultant,  contractor,  stockholder, owner,
or  otherwise,  in  any  commercial  endeavor  in the  United  States  which  is
competitive with the business of the Company or an Affiliate without the written
consent of the Company or  Affiliate,  the  Eligible  Person  shall  forfeit all
outstanding  Options and all  outstanding  Awards,  and  including all exercised
Options and other situations pursuant to which the Company has not yet delivered
a stock certificate. Clause (b) shall not be deemed to have been violated solely
by reason of the  Eligible  Person's  ownership  of stock or  securities  of any
publicly  owned  corporation,  if that  ownership  does not result in  effective
control of the corporation.

      The decision of the Committee as to the cause of an Employee's  discharge,
the damage  done to the Company or an  Affiliate,  and the extent of an Eligible
Person's  competitive  activity  shall be final.  No decision of the  Committee,
however,  shall  affect the  finality of the  discharge  of the  Employee by the
Company or an Affiliate in any manner.

      11.4 TAX  WITHHOLDING.  The Company or any Affiliate  shall be entitled to
deduct from other compensation payable to each Eligible Person any sums required
by federal,  state, or local tax law to be withheld with respect to the grant or
exercise of an Option or SAR,  lapse of  restrictions  on Restricted  Stock,  or
award of  Performance  Stock.  In the  alternative,  the Company may require the
Eligible  Person (or other person  exercising  the Option,  SAR or receiving the
Stock) to pay the sum  directly to the  employer  corporation.  If the  Eligible
Person (or other person  exercising the Option or SAR or receiving the Stock) is
required to pay the sum  directly,  payment in cash or by check of such sums for
taxes shall be  delivered  within 10 days after the date of exercise or lapse of
restrictions.  The Company shall have no obligation  upon exercise of any Option
or lapse of  restrictions  on Stock  until  payment  has been  received,  unless
withholding  (or offset  against a cash  payment)  as of or prior to the date of
exercise  or lapse of  restrictions  is  sufficient  to cover  all sums due with
respect to that exercise.  The Company and its Affiliates shall not be obligated
to advise an Eligible Person of the existence of the tax or the amount which the
employer corporation will be required to withhold.



                                       27
<PAGE>

      11.5  WRITTEN  AGREEMENT.  Each  Option and Award  shall be  embodied in a
written  agreement  which shall be subject to the terms and  conditions  of this
Plan and shall be signed by the Eligible Person and by a member of the Committee
on behalf of the  Committee  and the  Company  or an  executive  officer  of the
Company, other than the Eligible Person, on behalf of the Company. The agreement
may contain any other provisions that the Committee in its discretion shall deem
advisable which are not inconsistent with the terms of this Plan.

      11.6  INDEMNIFICATION  OF THE COMMITTEE  AND THE BOARD OF DIRECTORS.  With
respect to administration of this Plan, the Company shall indemnify each present
and future member of the Committee and the Board of Directors against,  and each
member of the  Committee  and the Board of Directors  shall be entitled  without
further  act on his  part to  indemnity  from  the  Company  for,  all  expenses
(including  attorney's  fees, the amount of judgments and the amount of approved
settlements  made with a view to the  curtailment of costs of litigation,  other
than  amounts  paid  to  the  Company  itself)  reasonably  incurred  by  him in
connection  with or arising out of any action,  suit,  or proceeding in which he
may be involved by reason of his being or having been a member of the  Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee  and/or the Board of Directors at the time of incurring  the expenses,
including, without limitation,  matters as to which he shall be finally adjudged
in any action,  suit or proceeding to have been found to have been  negligent in
the  performance  of his  duty as a  member  of the  Committee  or the  Board of
Directors.  However,  this indemnity shall not include any expenses  incurred by
any member of the Committee  and/or the Board of Directors in respect of matters
as to which he shall be finally  adjudged in any action,  suit or  proceeding to
have been guilty of gross negligence or willful misconduct in the performance of
his duty as a member of the Committee  and the Board of Directors.  In addition,
no right of indemnification under this Plan shall be available to or enforceable
by any member of the Committee and the Board of Directors unless, within 60 days
after institution of any action,  suit or proceeding,  he shall have offered the
Company,  in  writing,  the  opportunity  to handle and  defend  same at its own
expense.  This right of indemnification shall inure to the benefit of the heirs,
executors or  administrators  of each member of the  Committee  and the Board of
Directors  and shall be in addition to all other rights to which a member of the
Committee  and the  Board of  Directors  may be  entitled  as a  matter  of law,
contract, or otherwise.

      11.7  GENDER.  If the context  requires,  words of one gender when used in
this Plan shall  include  the others  and words used in the  singular  or plural
shall include the other.

      11.8  HEADINGS.  Headings  of  Articles  and  Sections  are  included  for
convenience of reference  only and do not constitute  part of the Plan and shall
not be used in construing the terms of the Plan.



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<PAGE>

      11.9 OTHER COMPENSATION  PLANS. The adoption of this Plan shall not affect
any other stock  option,  incentive or other  compensation  or benefit  plans in
effect for the Company or any Affiliate, nor shall the Plan preclude the Company
from  establishing  any  other  forms of  incentive  or other  compensation  for
employees of the Company or any Affiliate.

      11.10 OTHER  OPTIONS OR AWARDS.  The grant of an Option or Award shall not
confer upon the Eligible Person the right to receive any future or other Options
or Awards  under this Plan,  whether or not  Options or Awards may be granted to
similarly  situated Eligible Persons,  or the right to receive future Options or
Awards upon the same terms or conditions as previously granted.

      11.11  GOVERNING  LAW.  The  provisions  of this Plan shall be  construed,
administered, and governed under the laws of the State of Delaware.


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