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                                                                   EXHIBIT 10.63



                                   AMDL, INC.

                              EXECUTIVE MANAGEMENT

                      CHANGE IN CONTROL SEVERANCE PAY PLAN








                                          As adopted Effective November 15, 2001

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                                   AMDL, INC.
                              EXECUTIVE MANAGEMENT
                      CHANGE IN CONTROL SEVERANCE PAY PLAN

                                TABLE OF CONTENTS

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<S>                                                                             <C>
ARTICLE 1. INTRODUCTION.........................................................  1

      1.1. Plan Name............................................................  1
      1.2. Plan Type............................................................  1
      1.3. Plan Purpose.........................................................  1

ARTICLE 2. DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS........................  1

      2.1. Affiliate............................................................  1
      2.2. Average Total Compensation...........................................  1
      2.3. Base Pay.............................................................  1
      2.4. Benefit Plan.........................................................  2
      2.5. Board................................................................  2
      2.6. Cause................................................................  2
      2.7. Change in Control....................................................  3
      2.8. Code.................................................................  4
      2.9. Company..............................................................  4
      2.10. Date of Termination.................................................  4
      2.11. Eligible Participant................................................  5
      2.12. ERISA...............................................................  5
      2.13. Exchange Act........................................................  5
      2.14. Good Reason.........................................................  5
      2.15. Governing Law.......................................................  7
      2.16. Headings............................................................  7
      2.17. Notice of Termination...............................................  7
      2.18. Number and Gender...................................................  7
      2.19. Parent Corporation..................................................  7
      2.20. Participant.........................................................  7
      2.21. Plan................................................................  7
      2.22. Person..............................................................  7
      2.23. Qualified Employee..................................................  7
      2.24. Successor...........................................................  7

ARTICLE 3. PARTICIPATION AND ELIGIBILITY FOR BENEFITS...........................  8

      3.1. Commencement of Participation........................................  8
      3.2. Ceasing to be a Qualified Employee...................................  8
      3.3. Eligibility for Benefits.............................................  8
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ARTICLE 4. BENEFITS.............................................................  9

      4.1. Compensation and Benefits Before Date of Termination.................  9
      4.2. Cash Payment.........................................................  9
      4.3. Continuation of Certain Welfare Benefits.............................  9
      4.4. Gross-Up Payments.................................................... 10
      4.5. Indemnification...................................................... 10

ARTICLE 5. ADMINISTRATION AND ENFORCEMENT OF RIGHTS............................. 11

      5.1. Plan Administration.................................................. 11
      5.2. Amendment and Termination............................................ 11
      5.3. Benefit Claims....................................................... 11
      5.4. Disputes............................................................. 12

ARTICLE 6. MISCELLANEOUS........................................................ 12

      6.1. Successors........................................................... 12
      6.2. Binding Plan......................................................... 13
      6.3. Validity............................................................. 13
      6.4. No Mitigation........................................................ 13
      6.5. No Set-off........................................................... 12
      6.6. Taxes................................................................ 13
      6.7. Notices.............................................................. 13
      6.8. Effect of Plan Benefits on Other Severance Plans..................... 13
      6.9. Related Plans........................................................ 13
      6.10. No Employment or Service Contract................................... 14
      6.11. Survival............................................................ 14
      6.12. Effect on Other Plans............................................... 14
      6.13. Prohibition of Alienation........................................... 14
</TABLE>

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                                   AMDL, INC.
                              EXECUTIVE MANAGEMENT
                      CHANGE IN CONTROL SEVERANCE PAY PLAN

                                     ARTICLE
                                       1.
                                  INTRODUCTION

1.1  PLAN NAME. The name of the Plan is the "AMDL, Inc. Executive Management
     Change in Control Severance Pay Plan."

1.2  Plan Type. The Plan is an unfunded plan maintained by the Company primarily
     for the purpose of providing benefits for a select group of management or
     highly compensated employees and, as such, is intended to be exempt from
     the provisions of Parts 2, 3 and 4 of Subtitle B of Title I pf ERISA, to
     the extent such provisions would otherwise be applicable, by operation of
     Sections 201(2), 301(a)(3) and 401(a)(1) thereof, respectively. The Plan is
     also intended to be unfunded for tax purposes. The Plan will be construed
     in a manner that gives effect to such intent.

1.3. Plan Purpose. The purpose of the Plan is to provide benefits to qualified
     employees whose employment is terminated in connection with a change in
     control.

                                     ARTICLE
                                       2.
                  DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS

The definitions and rules of construction and interpretation set forth in this
Article 2 apply in construing the Plan unless the context otherwise indicates.

2.1. AFFILIATE. An "AFFILIATE" is:

     (A)  any corporation at least a majority of whose outstanding securities
          ordinarily having the right to vote at elections of directors is owned
          directly or indirectly by the Parent Corporation; or

     (B)  any other form of business entity in which the Parent Corporation, by
          virtue of a direct or indirect ownership interest, has the right to
          elect a majority of the members of such entity's governing body.

2.2  AVERAGE TOTAL COMPENSATION. The "AVERAGE TOTAL COMPENSATION" of a
     participant is the average of his or her annual compensation over the three
     (3) complete fiscal years immediately preceding the Change in Control or
     Notice of Termination, whichever is greater, disregarding any decrease
     which constitutes good reason for the Participant's termination of
     employment. Average Total Compensation includes regular cash salary, wages
     or commissions (determined before any reduction for deferrals pursuant to
     any nonqualified deferred compensation plan or arrangement, qualified cash
     or deferred arrangement or cafeteria plan), cash bonuses and the dollar
     value of all non-cash perquisites.

2.3. BASE PAY. The "BASE PAY" of a Participant is his or her base salary from
     the Company at the annual rate in effect immediately prior to the Change in
     Control or at the time Notice of Termination is given, whichever is
     greater, disregarding any decrease which constitutes Good

                                       1
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     Reason for the Participant's termination of employment. Base Pay includes
     only regular cash salary, wages or commissions and is determined before any
     reduction for deferrals pursuant to any nonqualified deferred compensation
     plan or arrangement, qualified cash or deferred arrangement or cafeteria
     plan.

2.4. BENEFIT PLAN. A "BENEFIT PLAN" is any:

     (A)  employee benefit plan as defined in ERISA section 3(3),

     (B)  cafeteria plan described in Code section 125,

     (C)  plan, policy or practice providing for paid vacation, other paid time
          off or short- or long-term profit sharing, bonus or incentive
          payments, or

     (D)  stock option, stock purchase, restricted stock, phantom stock, stock
          appreciation right or other equity-based compensation plan

     that is sponsored, maintained or contributed to by the Company for the
     benefit of employees (and/or their families and dependents) generally or a
     Participant (and/or a Participant's family and dependents) in particular.

2.5. BOARD. The "BOARD" is the board of directors of the Parent Corporation duly
     qualified and acting at the time in question. On and after the date of a
     Change in Control, any duty of the Board in connection with the Plan is
     nondelagable and any attempt by the Board to delegate any such duty is
     ineffective.

2.6. CAUSE.

     (A)  Subject to Subsection (B), "Cause" with respect to a particular
          Participant is any of the following:

          (1)  the Participant's gross misconduct which is materially and
               demonstrably injurious to the Company;

          (2)  the Participant's willful and continued failure to perform
               substantially his or her duties with the Company (other than a
               failure resulting from the Participant's incapacity due to bodily
               injury or physical or mental illness) after a demand for
               substantial performance is delivered to the Participant by the
               Board which specifically identifies the manner in which the Board
               believes that the Participant has not substantially performed his
               or her duties and provides for a reasonable period of time within
               which the Participant may take corrective measures; or

          (3)  the Participant's conviction (including a plea of nolo
               contendere) of willfully engaging in illegal conduct constituting
               a felony or gross misdemeanor under federal or state law (or
               comparable illegal conduct under the laws of any foreign
               jurisdiction) which is materially and demonstrably injurious to
               the Company or which impairs the Participant's ability to perform
               substantially his or her duties with the Company.

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               An act or failure to act will be considered "gross" or "willful"
               for this purpose only if done, or omitted to be done, by the
               Participant in bad faith and without reasonable belief that it
               was in, or not opposed to, the best interests of the Company. Any
               act, or failure to act, based upon authority given pursuant to a
               resolution duly adopted by the board of directors or governing
               body of any Company (or a committee thereof) or based upon the
               advice of counsel for the Company will be conclusively presumed
               to be done, or omitted to be done, by the Participant in good
               faith and in the best interests of the Company. A Participant's
               attention to matters not directly related to the business of the
               Company will not provide a basis for termination for Cause so
               long as the Board did not expressly disapprove in writing of his
               or her engagement in such activities either before or within a
               reasonable period of time after the Board knew or could
               reasonably have known that the Participant engaged in those
               activities.

          (B)  Notwithstanding Subsection (A), a Participant may not be
               terminated for Cause unless and until there has been delivered to
               such Participant a copy of a resolution duly adopted by the
               affirmative vote of not less than a majority of the entire
               membership of the Board (excluding such Participant) at a meeting
               of the Board called and held for such purpose (after reasonable
               notice to such Participant and an opportunity for such
               Participant, together with his or her counsel, to be heard before
               the Board), finding that in the good faith opinion of the Board
               such Participant was guilty of the conduct set forth in clause
               (1), (2) or (3) of Subsection (A) and specifying the particulars
               thereof in detail.

2.7. CHANGE IN CONTROL.

          (A)  Subject to Subsection (B) below, "Change in Control" is the
               occurrence of any of the following on or after November 15, 2001:

               (1)  the sale, lease, exchange or other transfer, directly or
                    indirectly, of all or substantially all of the assets of the
                    Parent Corporation, in one transaction or in a series of
                    related transactions, to any Person;

               (2)  the approval by the shareholders of the Parent Corporation
                    of any plan or proposal for the liquidation or dissolution
                    of the Parent Corporation;

               (3)  any Person, other than a "bona fide underwriter" (as defined
                    below) is or becomes the "beneficial owner" (as defined in
                    Rule 13d-3 under the Exchange Act), directly or indirectly,
                    of (a) 20 percent or more, but not more than 50 percent, of
                    the combined voting power of the Parent Corporation's
                    outstanding securities ordinarily having the right to vote
                    at elections of directors, unless the transaction resulting
                    in such ownership has been approved in advance by the
                    "continuity directors" (as defined below) or (b) more than
                    50 percent of the combined voting power of the Parent
                    Corporation's outstanding securities ordinarily having the
                    right to vote at elections of directors (regardless of any
                    approval by the continuity directors);

               (4)  a merger or consolidation to which the Parent Corporation is
                    a party if the shareholders of the Parent Corporation
                    immediately prior to the effective date of such merger or
                    consolidation have, solely on account of ownership of
                    securities of the Parent Corporation at such time,
                    "beneficial ownership" (as defined in Rule 13d-3 under the
                    Exchange Act) immediately following the effective date of

3
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               such merger or consolidation of securities of the surviving
               company representing (a) 50 percent or more, but not more than 80
               percent, of the combined voting power of the surviving
               corporation's then outstanding securities ordinarily having the
               right to vote at elections of directors, unless such merger or
               consolidation has been approved in advance by the continuity
               directors, or (b) less than 50 percent of the combined voting
               power of the surviving corporation's then outstanding securities
               ordinarily having the right to vote at elections of directors
               (regardless of any approval by the continuity directors);

          (5)  the continuity directors cease for any reason to constitute at
               least a majority the Board; or

          (6)  a change in control of a nature that is determined by outside
               legal counsel to the Parent Corporation, in a written opinion
               specifically referencing this provision of the Plan, to be
               required to be reported (assuming such event has not been
               "previously reported") pursuant to section 13 or 15(d) of the
               Exchange Act, whether or not the Parent Corporation is then
               subject to such reporting requirement, as of the effective date
               of such change in control.

     (B)  For purposes of this section:

          (1)  "continuity director" means any individual who is a member of the
               Board on November 15, 2001, while he or she is a member of the
               Board, and any individual who subsequently becomes a member of
               the Board whose election or nomination for election by the Parent
               Corporation's shareholders was approved by a vote of at least a
               majority of the directors who are continuity directors (either by
               a specific vote or by approval of the proxy statement of the
               Parent Corporation in which such individual is named as a nominee
               for director without objection to such nomination);

          (2)  "bona fide underwriter" means a Person engaged in business as an
               underwriter of securities that acquires securities of the Parent
               Corporation through such Person's participation in good faith in
               a firm commitment underwriting until the expiration of 40 days
               after the date of such acquisition; and

          (3)  Change in Control shall not include any event or occurrence which
               would not have been consummated had the securities of the Parent
               Corporation beneficially owned by, or subject to the voting
               control of, the Participant not been outstanding at the time of
               shareholder approval of such event or occurrence.

2.8. CODE. The "CODE" is the Internal Revenue Code of 1986, as amended. Aany
     reference to a specific provision of the Code includes a reference to such
     provision as it may be amended from time to time and to any successor
     provision.

2.9. COMPANY. The "COMPANY" is the Parent Corporation, any Successor and any
     Affiliate.

2.10. DATE OF TERMINATION. The "DATE OF TERMINATION." with respect to a
     Participant following a Change in Control (or prior to a Change in Control
     if the Participant's termination was either a condition of the Change in
     Control or was at the request or insistence of any person related to the
     Change in Control) means:

                                       4
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      (A)   if the Participant's employment is to be terminated by the
            Participant for Good Reason, the date specified in the Notice of
            Termination which in no event may be a date more than 15 days after
            the date on which Notice of Termination is given unless the Company
            agrees in writing to a later date;

      (B)   if the Participant's employment is to be terminated by the Company
            for Cause, the date specified in the Notice of Termination;

      (C)   if the Participant's employment is terminated by reason of his or
            her death, the date of his or her death; or

      (D)   if the Participant's employment is to be terminated by the Company
            for any reason other than Cause or his or her death, the date
            specified in the Notice of Termination, which in no event may be a
            date earlier than 15 days after the date on which a Notice of
            Termination is given, unless the Participant expressly agrees in
            writing to an earlier date.

      If the Company terminates a Participant's employment for Cause and the
      Participant has not previously expressly agreed in writing to the
      termination, then within the 30-day period after the Participant's receipt
      of the Notice of Termination, the Participant may notify the Company that
      a dispute exists concerning the termination, in which event the Date of
      Termination will be the date set either by mutual written agreement of the
      parties or by the arbitrators or a court in a proceeding as provided in
      Section 5.4. During the pendency of any such dispute, the Participant will
      continue to make himself or herself available to provide services to the
      Company and the Company will continue to pay the Participant his or her
      full compensation and benefits in effect immediately prior to the date on
      which the Notice of Termination is given (without regard to any changes to
      such compensation or benefits which constitute Good Reason) and until the
      dispute is resolved in accordance with Section 5.4. The Participant will
      be entitled to retain the full amount of any such compensation and
      benefits without regard to the resolution of the dispute unless the
      arbitrators or judge decide(s) that the Participant's claim of a dispute
      was frivolous or advanced by the Participant in bad faith.

2.11. ELIGIBLE PARTICIPANT. An "ELIGIBLE PARTICIPANT" is a Participant who has
      become eligible to receive benefits pursuant to Section 3.3.

2.12. ERISA. "ERISA" is the Employee Retirement Income Security Act of 1974, as
      amended. Any reference to a specific provision of ERISA includes a
      reference to such provision as it may be amended from time to time and to
      any successor provision.

2.13. EXCHANGE ACT. The "EXCHANGE ACT" is the Securities Exchange Act of 1934,
      as amended. Any reference to a specific provision of the Exchange Act or
      to any rule or regulation thereunder includes a reference to such
      provision as it may be amended from time to time and to any successor
      provision.

2.14. GOOD REASON.

      (A)   Subject to Subsection (B), "Good Reason" with respect to a
            Participant is any of the following:

            (1)   a change in the Participant's status, position(s), duties or
                  responsibilities as an executive of the Company as in effect
                  at any time during the 90-day period

                                      5
<PAGE>

                  ending on the date of the Change in Control which, in the
                  Participant's reasonable judgment, is adverse (other than, if
                  applicable, any such change directly attributable to the fact
                  that the Parent Corporation is no longer publicly owned);
                  provided, however, that Good Reason does not include a change
                  in a Participant's status, position(s), duties or
                  responsibilities caused by an insubstantial and inadvertent
                  action that is remedied by the Company promptly after receipt
                  of notice of such change is given by the Participant;

            (2)   a reduction by the Company in the Participant's Base Pay, or
                  an adverse change in the form or timing of the payment
                  thereof, as in effect immediately prior to the Change in
                  Control or as thereafter increased;

            (3)   the failure by the Company to cover the Participant under
                  Benefit Plans that, in the aggregate, provide substantially
                  similar benefits to the Participant and/or his or her family
                  and dependents at a substantially similar total cost to the
                  Participant (e.g., premiums, deductibles, co-pays, out of
                  pocket maximums, required contributions, taxes and the like)
                  relative to the benefits and total costs under the Benefit
                  Plans in which the Participant (and/or his or her family or
                  dependents) is participating at any time during the 90-day
                  period immediately preceding the Change in Control;

            (4)   the Company's requiring a Participant to be based more than 30
                  miles from where his or her office is located immediately
                  prior to the Change in Control, except for required travel on
                  the Company's business, and then only to the extent
                  substantially consistent with the business travel obligations
                  which the Participant undertook on behalf of the Company
                  during the 90-day period ending on the date of the Change in
                  Control (without regard to travel related to or in
                  anticipation of the Change in Control);

            (5)   the failure of the Parent Company to obtain from any Successor
                  the assent to this Plan contemplated by Section 6.1;

            (6)   any purported termination by the Company of a Participant's
                  employment which is not properly effected pursuant to a Notice
                  of Termination and pursuant to any other requirements of this
                  Plan, and for purposes of this Plan, no such purported
                  termination will be effective; or

            (7)   any refusal by the Company to continue to allow a Participant
                  to attend to matters or engage in activities not directly
                  related to the business of the Company which, at any time
                  prior to the Change in Control, the Participant was not
                  expressly prohibited by the Company from attending to or
                  engaging in.

      (B)   A Participant's continued employment does not constitute consent to,
            or waiver of any rights arising in connection with, any circumstance
            constituting Good Reason. Termination by a Participant of his or her
            employment for Good Reason as defined in this section will
            constitute Good Reason for all purposes of this Plan,
            notwithstanding that the Participant may also thereby be deemed to
            have "retired" under any applicable retirement programs of the
            Company.

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2.15. GOVERNING LAW. To the extent that state law is not preempted by provisions
      of ERISA or any other laws of the United States, all questions pertaining
      to the construction, validity, effect and enforcement of this Plan will be
      determined in accordance with the internal, substantive laws of the State
      of California, without regard to the conflict of laws principles of the
      State of California or of any other jurisdiction.

2.16. HEADINGS. The headings of articles and sections are included solely for
      convenience. If there is a conflict between the headings and the text of
      the Plan, the text will control.

2.17. NOTICE OF TERMINATION. A "NOTICE OF TERMINATION" is a written notice given
      on or after the date of a Change in Control (unless the termination before
      the date of the Change in Control was either a condition of the Change in
      Control or was at the request or insistence of any Person related to the
      Change in Control) which indicates the specific termination provision in
      this Plan pursuant to which the notice is given. Any purported termination
      by the Company or by a Participant for Good Reason on or after the date of
      a Change in Control (or before the date of the Change in Control if the
      termination was either a condition of the Change in Control or was at the
      request or insistence of any Person related to the Change in Control) must
      be communicated by written Notice of Termination to be effective;
      provided, that a Participant's failure to provide Notice of Termination
      will not limit any of his or her rights under the Plan except to the
      extent the Company demonstrates that it suffered material actual damages
      by reason of such failure.

2.18. NUMBER AND GENDER. Wherever appropriate, the singular number may be read
      as the plural, the plural number may be read as the singular and a
      reference to one gender may be read as a reference to the other.

2.19. PARENT CORPORATION. The "PARENT CORPORATION" is AMDL, Inc. and any
      Successor.

2.20. PARTICIPANT. A "PARTICIPANT" is a Qualified Employee who is participating
      in the Plan pursuant to Article 3.

2.21. PLAN. The "PLAN" is that set forth in this instrument as it may be amended
      from time to time.

2.22. PERSON. A "PERSON" includes any individual, corporation, partnership,
      group, association or other "person," as such term is used in section
      14(d) of the Exchange Act, other than the Parent Corporation, any
      Affiliate or any benefit plan sponsored by the Parent Corporation or an
      Affiliate.

2.23. QUALIFIED EMPLOYEE. A "QUALIFIED EMPLOYEE" is an individual who (a) at any
      time during the 90-day period ending on the date of a Change in Control,
      is employed by the Parent Corporation as Chief Executive Officer and/or
      President and (b) is not a party to a separate written agreement with the
      Company which by its express terms specifically provides that the
      individual is not eligible to participate in the Plan.

2.24. SUCCESSOR. A "SUCCESSOR" is any Person that succeeds to, or has the
      practical ability to control (either immediately or solely with the
      passage of time), the Parent Corporation's business directly, by merger,
      consolidation or other form of business combination, or indirectly, by
      purchase of the Parent Corporation's outstanding securities ordinarily
      having the right to vote at the election of directors, all or
      substantially all of its assets or otherwise.

                                       7
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                                     ARTICLE
                                       3.
                   PARTICIPATION AND ELIGIBILITY FOR BENEFITS


3.1.  COMMENCEMENT OF PARTICIPATIOn. An individual who is hired as a Qualified
      Employee prior to the date of a Change in Control will commence
      participation in the Plan on November 15, 2001. An individual who is hired
      as a Qualified Employee on or after the date of a Change in Control is not
      eligible to participate in the Plan.

3.2.  CEASING TO BE A QUALIFIED EMPLOYEE.

      (A)   A Participant who ceases for any reason to be a Qualified Employee
            will, except with respect to any current or future benefit to which
            he or she is then entitled, thereupon cease his or her participation
            in the Plan.

      (B)   Notwithstanding any other provision of the Plan to the contrary, a
            Participant will cease to be a Qualified Employee if, prior to the
            date of a Change in Control: (1) an Affiliate is sold, merged,
            transferred or in any other manner or for any other reason ceases to
            be an Affiliate or all or any portion of the business or assets of
            an Affiliate are sold, transferred or otherwise disposed of and no
            Change in Control occurs in connection therewith; (2) the
            Participant's primary employment duties are with the Affiliate at
            the time of the occurrence of such event; and (3) such Participant
            does not, in conjunction therewith, transfer employment directly to
            the Parent Corporation or another affiliate as a Qualified Employee.

3.3.  ELIGIBILITY FOR BENEFITS.

      (A)   A Participant will become eligible for the benefits provided in
            Article 4 if and only if (1) (a) the Company terminates his or her
            employment for any reason other than his or her death or Cause or
            (b) the Participant terminates employment with the Company for Good
            Reason and (2) the termination occurs within the period beginning on
            the date of a Change in Control and ending on the last day of the
            twelfth month that begins after the month in which the Change in
            Control occurs or prior to a Change in Control if the termination
            was either a condition of the Change in Control or at the request or
            insistence of a Person related to the Change in Control.

      (B)   If, on or after the date of a Change in Control, an Affiliate is
            sold, merged, transferred or in any other manner or for any other
            reason ceases to be an Affiliate or all or any portion of the
            business or assets of an Affiliate are sold, transferred or
            otherwise disposed of and the acquiror is not the Parent Corporation
            or an Affiliate (a "Disposition"), any individual who was a
            Qualified Employee immediately prior to the Disposition and who
            remains or becomes employed by the acquiror or an affiliate of the
            acquiror (as defined in Section 2.1 but substituting "acquiror" for
            "Parent Corporation") in connection with the Disposition will be
            deemed to have terminated employment on the effective date of the
            Disposition for purposes of Subsection (A) unless (1) the acquiror
            and its affiliates jointly and severally expressly assume and agree,
            in a manner that is enforceable by the individual, to perform the
            obligations of this Plan to the same extent that the Company would
            be required to perform if the Disposition had not occurred and (2)
            the Successor guarantees, in a manner that is enforceable by the
            individual, payment and performance by the acquiror.

                                       8
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                                     ARTICLE
                                       4.
                                    BENEFITS

4.1.  COMPENSATION AND BENEFITS BEFORE DATE OF TERMINATION. During the period
      beginning on the date a Participant or the Company, as the case may be,
      receives Notice of Termination and ending on the Date of Termination, the
      Company will continue to pay the Participant his or her Base Pay and cause
      his or her continued participation in all Benefit Plans in accordance with
      the terms of such Benefit Plans.

4.2.  CASH PAYMENT.

      (A)   The Company will make a cash payment to an Eligible Participant in
            an amount equal to three hundred percent (300%) of the Eligible
            Participant's Average Total Compensation.

      (B)   The amount determined under Subsection (A) will be paid in a single
            lump sum within ten days after the Eligible Participant's Date of
            Termination or, if later, within ten business days following the
            date of the Change in Control.

4.3.  CONTINUATION OF CERTAIN WELFARE BENEFITS.

      (A)   During the period described in Subsection (B), the Company will
            maintain, or continue to reimburse or pay on behalf of the Eligible
            Participant, as the case may be, medical, dental and life insurance
            plans which by their terms cover each Eligible Participant (and his
            or her family members and dependents who were eligible to be covered
            at any time during the 90-day period ending on the date of a Change
            in Control for the period after the Change in Control in which such
            family members and dependents would otherwise continue to be covered
            under the terms of the plan in effect immediately prior to the
            Change in Control) under the same terms and at the same cost to the
            Eligible Participant and his or her family members and dependents as
            similarly situated executives who continue to be employed by the
            Company (without regard to any reduction in such benefits that
            constitutes Good Reason). The continuation period under applicable
            federal and state continuation laws will begin to run from the date
            on which coverage pursuant to this Section 4.3 ends.

      (B)   For purposes of Subsection (A), the continuation period with respect
            to any particular plan is the period beginning on an Eligible
            Participant's Date of Termination and ending on the earlier of (1)
            the last day of the twelfth month that begins after the Eligible
            Participant's Date of Termination, (2) the date after the Eligible
            Participant's Date of Termination on which the Eligible Participant
            first becomes eligible to participate as an employee in a plan of
            another employer providing benefits to the Eligible Participant and
            his or her eligible family members and dependents which plan does
            not contain any exclusion or limitation with respect to any
            pre-existing condition of the Eligible Participant or any eligible
            family member or dependent who would otherwise be covered under the
            Company's plan but for this clause (2), or (3) the date of the
            Eligible Participant's death.

      (C)   To the extent an Eligible Participant incurs a tax liability
            (including federal, state and local taxes and any interest and
            penalties with respect thereto) in connection with a benefit
            provided pursuant to Subsection (A) which he or she would not have
            incurred

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<PAGE>

            had he or she been an active employee of the Company participating
            in the Company's Benefit Plan, the Company will make a payment to
            the Eligible Participant in an amount equal to such tax liability
            plus an additional amount sufficient to permit the Eligible
            Participant to retain a net amount after all taxes (including
            penalties and interest) equal the initial tax liability in
            connection with the benefit. For purposes of applying the foregoing,
            an Eligible Participant's tax rate will be deemed to be the highest
            statutory marginal state and federal tax rate (on a combined basis)
            then in effect. The payment pursuant to this subsection will be made
            within ten days after the Eligible Participant's remittal of a
            written request therefor accompanied by a statement indicating the
            basis for and amount of the liability.

4.4.  GROSS-UP PAYMENTS. Following a Change in Control, the Company will cause
      its independent auditors promptly to review, at the Company's sole
      expense, the applicability of Code section 4999 to any payment or
      distribution of any type by the Company to or for the benefit of an
      Eligible Participant, whether paid or payable or distributed or
      distributable pursuant to the terms of the Plan, any Benefit Plan or
      otherwise (the "Total Payments"). If the auditor determines that the Total
      Payments result in an excise tax imposed by Code section 4999 or any
      comparable state or local law, or any interest or penalties with respect
      to such excise tax (such excise tax, together with any such interest and
      penalties, are collectively referred to as the "Excise Tax"), the Company
      will make an additional cash payment (a "Gross-Up Payment") to the
      Eligible Participant within ten days after such determination equal to an
      amount such that after payment by the Eligible Participant of all taxes
      (including any interest or penalties imposed with respect to such taxes),
      including any Excise Tax, imposed upon the Gross-Up Payment, the Eligible
      Participant would retain an amount of the Gross-Up Payment equal to the
      Excise Tax imposed upon the Total Payments. For purposes of the foregoing
      determination, an Eligible Participant's tax rate will be deemed to be the
      highest statutory marginal state and federal tax rate (on a combined
      basis) then in effect. If no determination by the Company's auditors is
      made prior to the time a tax return reflecting the Total Payments is
      required to be filed by the Eligible Participant, he or she will be
      entitled to receive from the Company a Gross-Up Payment calculated on the
      basis of the Excise Tax he or she reported in such tax return, within ten
      days after the later of the date on which he or she files such tax return
      or the date on which he or she provides a copy thereof to the Company. In
      all events, if any tax authority determines that a greater Excise Tax
      should be imposed upon the Total Payments than is determined by the
      Company's independent auditors or reflected in the Eligible Participants'
      tax return pursuant to this Section 4.4, the Eligible Participant is
      entitled to receive from the Company the full Gross-Up Payment calculated
      on the basis of the amount of Excise Tax determined to be payable by such
      tax authority within ten days after he or she notifies the Company of such
      determination.

4.5.  INDEMNIFICATION. Following a Change in Control, the Company will indemnify
      and advance expenses to an Eligible Participant to the full extent
      permitted by law for damages, costs and expenses (including, without
      limitation, judgments, fines, penalties, settlements and reasonable fees
      and expenses of the Participant's counsel) incurred in connection with all
      matters, events and transactions relating to such Eligible Participant's
      service to or status with the Company or any other corporation, employee
      benefit plan or other entity with whom the Eligible Participant served at
      the request of the Company.

                                       10
<PAGE>

                                     ARTICLE
                                       5.
                    ADMINISTRATION AND ENFORCEMENT OF RIGHTS

5.1.  PLAN ADMINISTRATION. The Board has the power and authority to construe,
      interpret and administer the Plan. Prior to the date of a Change in
      Control, the Board may delegate such power and authority to any committee
      or individual but such delegation will automatically cease to be effective
      on the date of a Change in Control. Prior to (but not after) the date of a
      Change in Control, the power and authority of the Board and any individual
      or committee to whom such power and authority is in whole or in part
      delegated is discretionary as to all matters.

5.2.  AMENDMENT AND TERMINATION.

      (A)   Prior to the date of a Change in Control, the Board may amend the
            Plan from time to time in such respects as the Board may deem
            advisable; provided, that the effective date of any amendment that
            adversely affects a Qualified Employee may not be less than one year
            after the date on which the amendment is approved by the Board and,
            if a Change in Control occurs prior to the date on which the
            amendment would otherwise be effective, the amendment automatically
            will be null and void. On and after the date of a Change in Control,
            the Plan may be amended with respect to a Participant only if he or
            she consents to the amendment in a written instrument signed by the
            Participant.

      (B)   The Board may terminate the Plan at any time; provided, first, that
            prior to the date of a Change in Control, the effective date of the
            termination may not be less than one year after the date on which
            the termination is approved by the Board; and, second, that the Plan
            cannot be terminated, and no termination will become effective,
            within the period beginning on the date of a Change in Control and
            ending on the last day of the twelfth month that begins after the
            month in which the Change in Control occurs.

      (C)   Any amendment or termination of the Plan must be set forth in a
            written instrument approved by the Board and signed by at least two
            officers of the Parent Corporation.

5.3.  BENEFIT CLAIMS. A person whose employment relationship with the Company
      has terminated and who has not been awarded benefits under the Plan or who
      objects to the amount of the benefits so awarded may, within 90 days after
      his or her employment has terminated, file a written request for benefits
      with the Board. The Board will review such request and will notify the
      claimant of its decision within 60 days after such request is filed. If
      the Board denies the claim for benefits, the notice of the denial will
      contain

      (A)   the specific reason for the denial,

      (B)   a specific reference to the provision of the Plan on which denial is
            based,

      (C)   a description of any additional information or material necessary
            for the person to perfect his or her claim (and an explanation of
            why such information is material or necessary), and

      (D)   an explanation of the Plan's claim review procedure.

                                       11
<PAGE>

            If the Board determines that a claimant is not eligible for
            benefits, or if the claimant believes that he or she is entitled to
            greater or different benefits, the claimant may file a petition for
            review with the Board within 60 days after the claimant receives the
            notice issued by the Board. Within 60 days after the Board receives
            the petition, the Board will give the claimant (and his or her
            counsel, if any) an opportunity to present his or her position to
            the Board orally or in writing, and the claimant (or his or her
            counsel) will have the right to review the pertinent documents.
            Within 60 days after the hearing (or the date of receipt of the
            petition if the claimant presents his or her position in writing)
            the Board will notify the claimant of its decision in writing,
            stating the decision and the specific provisions of the Plan on
            which the decision is based.

5.4.  DISPUTES.

      (A)   If a Participant so elects, any dispute, controversy or claim
            arising under or in connection with this Plan will be settled
            exclusively by binding arbitration in Orange County, California in
            accordance with the Employee Benefit Plan Claims Arbitration Rules
            of the American Arbitration Association, incorporated by referenced
            herein. Judgment may be entered on the arbitrator's award in any
            court having jurisdiction; provided, that a Participant may seek
            specific performance of his or her right to receive benefits until
            the Date of Termination during the pendency of any dispute or
            controversy arising under or in connection with the Plan. If any
            dispute, controversy or claim for damages arising under or in
            connection with this Plan is settled by arbitration, the Company
            will pay, or if elected by the Participant, reimburse, all fees,
            costs and expenses incurred by a Participant related to such
            arbitration.

      (B)   If a Participant does not elect arbitration, he or she may pursue
            all available legal remedies. The Company will pay, or if elected by
            the Participant, reimburse each Participant for, all fees, costs and
            expenses incurred by such Participant in connection with any actual,
            threatened or contemplated litigation relating to this Plan to which
            the Participant is or reasonably expects to become a party, whether
            or not initiated by the Participant, if the Participant is
            successful in recovering any benefit under this Plan as a result of
            such action.

      (C)   The Company will not assert in any dispute or controversy with any
            Participant arising under or in connection with this Plan the
            Participant's failure to exhaust administrative remedies.

                                     ARTICLE
                                       6.
                                  MISCELLANEOUS

6.1.  SUCCESSORS. The Parent Corporation will require any Successor to expressly
      assume and agree to perform the obligations of this Plan in the same
      manner and to the same extent that the Parent Corporation would be
      required to perform if no such succession had taken place. Failure of the
      Parent Corporation to obtain such assumption and agreement at least three
      business days prior to the time a Person becomes a Successor (or where the
      Parent Corporation does not have at least three business days' advance
      notice that a Person may become a Successor, within one business day after
      having notice that such Person may become or has become a Successor) will
      constitute Good Reason for termination of a Participant's employment. The
      date on which any such succession becomes effective will be deemed the
      Date of Termination and Notice of Termination

                                       12
<PAGE>

      will be deemed to have been given on such date. A Successor has no rights,
      authority or power with respect to the Plan prior to a Change in Control.

6.2.  BINDING PLAN. This Plan is for the benefit of, and is enforceable by, each
      Participant, each Participant's personal and legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees, but each Participant may not otherwise assign any of his or her
      rights or delegate any of his or her obligations under this Plan. If a
      Participant dies after becoming entitled to, but before receiving, any
      amounts payable under this Plan, all such amounts, unless otherwise
      provided in this Plan, will be paid in accordance with the terms of this
      Plan to such Participant's devisee, legatee or other designee or, if there
      be no such designee, to such Participant's estate.

6.3.  VALIDITY. The invalidity or unenforceability of any provision of the Plan
      does not affect the validity or enforceability of any other provision of
      the Plan, which will remain in full force and effect.

6.4.  NO MITIGATION. No Eligible Participant will be required to mitigate the
      amount of any benefits the Company becomes obligated to provide in
      connection with this Plan by seeking other employment or otherwise and the
      benefits to be provided in connection with this Plan may not be reduced,
      offset or subject to recovery by the Company by any benefits an Eligible
      Participant may receive from other sources.

6.5.  NO SET-OFF. The Company has no right to set-off benefits owed under this
      Plan against amounts owed or claimed to be owed by an Eligible Participant
      to the Company under this Plan or otherwise.

6.6.  TAXES. All benefits to be provided to each Eligible Participant in
      connection with this Plan will be subject to required withholding of
      federal, state and local income, excise and employment-related taxes.

6.7.  NOTICES. For the purposes of this Plan, notices and all other
      communications provided for in, or required under, this Plan must be in
      writing and will be deemed to have been duly given when personally
      delivered or when mailed by United States registered or certified mail,
      return receipt requested, postage prepaid and addressed to each
      Participant's or the Company's (as the case may be) respective address
      (provided that all notices to the Company must be directed to the
      attention of the chair of the Board, or if no such chair has been
      designated, to a member of the Compensation Committee of the Board). For
      purposes of any such notice requirement, the Company will use the
      Participant's most current address on file in the Company's personnel
      records. Any notice of a Participant's change of address will be effective
      only upon receipt by the Company.

6.8.  EFFECT OF PLAN BENEFITS ON OTHER SEVERANCE PLANS. A Participant who
      receives any payment under the terms of this Plan will not be eligible to
      receive benefits under any other severance pay plan sponsored or
      maintained by the Company.

6.9.  RELATED PLANS. To the extent that any provision of any other Benefit Plan
      or agreement between the Company and a Participant limits, qualifies or is
      inconsistent with any provision of this Plan, then for purposes of this
      Plan, while such other Benefit Plan or agreement remains in force, the
      provision of this Plan will control and such provision of such other
      Benefit Plan or agreement will be deemed to have been superseded, and to
      be of no force or effect, as if such other

                                       13
<PAGE>

      agreement had been formally amended to the extent necessary to accomplish
      such purpose. Nothing in this Plan prevents or limits a Participant's
      continuing or future participation in any Benefit Plan provided by the
      Company, and nothing in this Plan limits or otherwise affects the rights
      Participants may have under any Benefit Plans or other agreements with the
      Company. Amounts which are vested benefits or which Participants are
      otherwise entitled to receive under any Benefit Plan or other agreement
      with the Company at or subsequent to the Date of Termination will be
      payable in accordance with such Benefit Plan or other agreement.

6.10. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Plan is intended to
      provide any Participant with any right to continue in the employ of the
      Company for any period of specific duration or interfere with or otherwise
      restrict in any way Participants' rights or the rights of the Company,
      which rights are hereby expressly reserved, to terminate a Participant's
      employment at any time for any reason or no reason whatsoever, with or
      without cause.

6.11. SURVIVAL. The respective obligations of, and benefits afforded to, the
      Company and the Participants which by their express terms or clear intent
      survive termination of a Participant's employment with the Company or
      termination of this Plan, as the case may be, will remain in full force
      and effect according to their terms notwithstanding the termination of a
      Participant's employment with the Company or termination of this Plan, as
      the case may be.

6.12. EFFECT ON OTHER PLANS. Unless otherwise expressly provided therein,
      benefits paid or payable under the Plan will not be deemed to be salary or
      compensation for purposes of determining the benefits to which a
      Participant may be entitled under any other Benefit Plan sponsored,
      maintained or contributed to by the Company.

6.13. PROHIBITION OF ALIENATION. No Participant will have the right to alienate,
      assign, encumber, hypothecate or pledge his or her interest in any benefit
      provided under the Plan, voluntarily or involuntarily, and any attempt to
      so dispose of any interest will be void.

                                       14