Exhibit 10.1


                    2003 EMPLOYEE STOCK PLAN


     1.   Purpose.  This 2003 Employee Stock Plan (the "Plan") is
intended  to  provide incentives: (a) to the officers  and  other
employees  of  Print Data Corp. (the "Company"), its  parent  (if
any)  and  any  present  or future subsidiaries  of  the  Company
(collectively,  "Related Corporations") by  providing  them  with
opportunities  to  purchase  stock in  the  Company  pursuant  to
options  granted  hereunder  which qualify  as  "incentive  stock
options"  under  Section 422(b) of the Internal Revenue  Code  of
1986  (the "Code") ("ISO" or "ISOs"); (b) to directors, officers,
employees and consultants of the Company and Related Corporations
by  providing  them with opportunities to purchase stock  in  the
Company  pursuant  to  options granted  hereunder  which  do  not
qualify   as   ISOs  ("Non-Qualified  Option"  or  "Non-Qualified
Options");  (c) to directors, officers, employees and consultants
of  the  Company and Related Corporations by providing them  with
awards  of stock in the Company ("Awards"); and (d) to directors,
officers,  employees and consultants of the Company  and  Related
Corporations by providing them with opportunities to make  direct
purchases of stock in the Company ("Purchases").  Both  ISOs  and
Non-Qualified  Options are referred to hereafter individually  as
an  "Option" and collectively as "Options".  Options, Awards, and
authorizations  to  make  Purchases  are  referred  to  hereafter
collectively  as  "Stock  Rights".  As  used  herein,  the  terms
"parent"   and   "subsidiary"  mean  "parent   corporation"   and
"subsidiary corporation" respectively, as those terms are defined
in Section 425 of the Code.

     2.   Administration of the Plan.

       A.   The Plan shall be administered by either (i) the Board of
            Directors of the Company (the "Board"); or (ii) a Stock Plan
            Committee (the "Committee"), appointed by the Board, pursuant to
            the requirements of paragraph 2.D. herein.  Subject to paragraph
            2.D. herein and the terms of the Plan, the Committee, if so
            appointed, shall have the authority to (i) determine the
            employees of the Company and Related Corporations (from among the
            class of employees eligible under paragraph 3 to receive ISOs) to
            whom ISOs may be granted, and to determine (from among the class
            of individuals and entities eligible under paragraph 3 to receive
            Non-Qualified Options and Awards and to make Purchases) to whom
            Non-Qualified Options, Awards and authorizations to make
            Purchases may be granted; (ii) determine the time or times at
            which Options or Awards may be granted or Purchases made; (iii)
            determine the option price of shares subject to each Option,
            which price shall not be less than the minimum price specified in
            paragraph 6, and the purchase price of shares subject to each
            Purchases; (iv) determine whether each Option granted shall be an
            ISO or a Non-Qualified Option; (v) determine (subject to
            paragraph 7) the time or times when each Option shall become
            exercisable and the duration of the exercise period; (vi)
            determine whether restrictions such as repurchase options are to
            be imposed on shares subject to Options, Awards and Purchases and
            the nature of such restrictions, if any, and (vii) interpret the
            Plan and prescribe and rescind rules and regulations relating to
            it.  All references in this Plan to the Committee shall mean the


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<PAGE>   Exhibit 10.1


            Board if no Committee has been appointed.  If the Committee
            determines to issue a Non-Qualified Option, it shall take
            whatever actions it deems necessary, under Section 422A of the
            Code and the regulations promulgated thereunder, to ensure that
            such Option is not treated as an ISO.  The interpretation and
            construction by the Committee of any provisions of the Plan or of
            any Stock Right granted under it shall be final unless otherwise
            determined by the Board. The Committee may from time to time
            adopt such rules and regulations for carrying out the Plan as it
            may deem best.  No member of the Board or the Committee shall be
            liable for any action or determination made in good faith with
            respect to the Plan or any Stock Right granted under it.

       B.   The Committee may select one of its members as its chairman,
            and shall hold meetings at such time and places it may determine.
            Acts by a majority of the Committee, or actions reduced to or
            approved in writing by a majority of the members of the
            Committee, shall be the valid acts of the Committee.  From time
            to time the Board may increase the size of the Committee and
            appoint additional members thereof, remove members (with or
            without cause) and appoint new members in substitution therefor,
            fill vacancies however caused, or remove all members of the
            Committee and thereafter directly administer the Plan.

       C.   Stock Rights may be granted to members of the Board in
            accordance with paragraph 2.D. herein and the provisions of this
            Plan applicable to other eligible persons.  Members of the Board
            who are either (i) eligible for Stock Rights pursuant to the Plan
            or (ii) have been granted Stock Rights may vote on any matters
            affecting the administration of the Plan or the grant of any
            Stock Rights pursuant to the Plan.

       D.   Each transaction, i.e. each grant of Stock Rights to any
            eligible participant under the Plan who is an officer or director
            of the Company,  (i) shall be approved in advance to the granting
            of such right, by either the full Board or the Committee of the
            Board which shall be composed solely of two or more Non-Employee
            Directors; (ii) shall be approved in advance to the granting of
            such right, or ratified no later than the next annual meeting of
            shareholders, by the affirmative votes of the holders of a
            majority of the securities of the issuer present, or represented,
            and entitled to vote at a meeting duly held in accordance with
            the applicable laws of the state or other jurisdiction in which
            the Company is incorporated; or the written consent of the
            holders of a majority of the securities of the issuer entitled to
            vote; or (iii)  shall be held by the officer or director for a
            period of six months following the date of such acquisition,
            provided that with respect to Options, at least six months shall
            elapse from the date of the acquisition/grant of the Options to
            the date of disposition of the Options (other than upon exercise
            or conversion) or its underlying equity security.  A Non-Employee
            Director is a director who is not, at the time of such grant an
            officer of the Company or any Related Corporation, or otherwise
            employed by the Company or any Related Corporation; does not



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<PAGE>   Exhibit 10.1

            receive compensation, either directly or indirectly, from the
            Corporation or any Related Corporation, for services rendered as
            a consultant or in any capacity other than a director, except for
            an amount that does not exceed the dollar amount for which
            disclosure is required pursuant to Item 404(a) of Regulation S-K
            promulgated under the Securities Act of 1933, as amended; does
            not possess an interest in any other transaction for which
            disclosure would be required pursuant to Item 404(a) of
            Regulation S-K; and is not engaged in a business relationship for
            which disclosure would be required pursuant to Item 404(b) of
            Regulation S-K.

      3.   Eligible Employees and Others.  ISOs may be granted to
any  employee  of the Company or any Related Corporation.   Those
officers  and directors of the Company who are not employees  may
not  be  granted  ISOs  under the Plan.   Non-Qualified  Options,
Awards and authorizations to make Purchases may be granted to any
director  (whether  or  not an employee),  officer,  employee  or
consultant  of  the  Company  or any  Related  Corporation.   The
Committee  may  take into consideration a recipient's  individual
circumstances  in determining whether to grant  an  ISO,  a  Non-
Qualified   Option  or  an  authorization  to  make  a  Purchase.
Granting  of  any Stock Rights to any individual or entity  shall
neither entitle that individual or entity to, nor disqualify  him
from, participation in any other grant of Stock Rights.

      4.    Stock.   The  stock subject to  Options,  Awards  and
Purchases shall be authorized but unissued shares of Common Stock
of  the Company, $0.001 par value (the "Common Stock"), or shares
of  Common  Stock reacquired by the Company in any  manner.   The
aggregate  number of shares that may be issued  pursuant  to  the
Plan  is  750,000, subject to adjustment as provided in paragraph
13.  Any such shares may be issued as ISOs, Non-Qualified Options
or Awards, or to persons or entities making Purchases, so long as
the  number  of  shares issued does not exceed  such  number,  as
adjusted.   If any Option granted under the Plan shall expire  or
terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part,
or  if  the  Company shall reacquire any unvested  shares  issued
pursuant  to Awards or Purchases, the unpurchased shares  subject
to  such  Options  and any unvested shares so reacquired  by  the
Company shall again be available for grants of Stock Rights under
the Plan.

      5.   Granting of Stock Rights.  Stock Rights may be granted
under  the  Plan at any time after April 28, 2003  and  prior  to
April  28,  2012.  Any Stock Right issued pursuant to  subsection
(iii)  of  paragraph 2.D. shall be held for the  period  of  time
described in that subsection. The date of grant of a Stock  Right
under the Plan will be the date specified by the Committee at the
time it grants the Stock Right; provided, however, that such date
shall  not  be prior to the date on which the Committee  acts  to
approve the grant.  The Committee shall have the right, with  the
consent of the optionee, to convert an ISO granted under the Plan
to  a Non-Qualified Option pursuant to paragraph 16.  Awards  and
the  price  of  Purchases  shall  be  at  fair  market  value  as
determined by the Board of Directors.




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<PAGE>   Exhibit 10.1


     6.   Minimum Option Price; ISO Limitations.

     A.   The price per share specified in the agreement relating to
          each Non-Qualified Option granted under the Plan shall in no
          event be less than the lesser of (i) the book value per share of
          Common Stock as of the end of the fiscal year of the Company
          immediately preceding the date of such grant, or (ii) 50 percent
          of the fair market value per share of Common Stock on the date of
          such grant.

     B.   The price per share specified in the agreement relating to
          each ISO granted under the Plan shall not be less than the fair
          market value per share of Common Stock on the date of such grant.
          In the case of an ISO to be granted to an employee owning stock
          possessing more than ten percent of the total combined voting
          power of all classes of stock of the Company or any Related
          Corporation, the price per share specified in the agreement
          relating to such ISO shall not be less than 110 percent of the
          fair market value per share of Common Stock on the date of the
          grant and such option is not exercisable more than five years
          from the date of its grant.

     C.   To  the  extent that the aggregate fair  market  value
          (determined at the time the option is granted) of stock with
          respect to which options meeting the requirements of Section
          422(b) are exercisable for the first time by any individual
          during any calendar year exceeds $100,000, then such options
          shall not be treated as incentive stock options.

     D.   If, at the time an Option is granted under the Plan, the
          Company's Common Stock is publicly traded, "fair market value"
          shall be determined as of the last business day for which the
          prices or quotes discussed in this sentence are available prior
          to the date such Option is granted and shall mean (i) the average
          (on that date) of the high and low prices of the Common Stock on
          the principal national securities exchange on  which the Common
          Stock is traded, if the Common Stock is then traded on a national
          securities exchange; or (ii) the last reported sale price (on
          that date) of the Common Stock on the NASDAQ National Market
          List, if the Common Stock is not then traded on a national
          securities exchange; or (iii) the closing bid price (or average
          of bid prices) last quoted (on that date) by an established
          quotation service for over-the-counter securities, if the Common
          Stock  is not reported on the NASDAQ National Market List.
          However, if the Common Stock is not publicly traded at the time
          an Option is granted under the Plan, "fair market value" shall be
          deemed by the Committee after taking into consideration all
          factors  which  it  deems appropriate, including,  without
          limitation, recent sale and offer prices of the Common Stock in
          private transactions negotiated at arm's length.

     7.   Option  Duration.  Subject to earlier termination  as
provided in paragraphs 9 and 10, each Option shall expire on  the
date  specified by the Committee, but not more than (i) ten years
and  one  day from the date of grant in the case of Non-Qualified
Options,  (ii) ten years from the date of grant in  the  case  of
ISOs generally, and (iii) ten years from the date of grant in the
case  of ISOs granted to an employee owning stock possessing more
than  ten  percent  of  the total combined voting  power  of  all
classes  of  stock  of  the Company or any  Related  Corporation.
Subject  to earlier termination as provided in paragraphs  9  and
10,  the  term  of each ISO shall be the term set  forth  in  the



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<PAGE>   Exhibit 10.1


original instrument granting such ISO, except with respect to any
part  of  such ISO that is converted into a Non-Qualified  Option
pursuant to paragraph 16.

     8.   Exercise  of  Option.  Subject to the  provisions  of
paragraphs 9 through 12, each Option granted under the Plan shall
be exercisable as follows:

     A.   The Option shall either be fully exercisable on the date of
          grant or shall become exercisable thereafter in such installments
          as the Committee may specify.

     B.   Once an installment becomes exercisable it shall remain
          exercisable until expiration or termination of the Option, unless
          otherwise specified by the Committee.

     C.   Each Option or installment may be exercised at any time or
          from time to time, in whole or in part, for up to the total
          number of shares with respect to which it is then exercisable.

     D.   The Committee shall have the right to accelerate the date of
          exercise of any installment of any Option; provided that the
          Committee  shall not accelerate the exercise date  of  any
          installment of any Option granted to any employee as an ISO (and
          not previously converted into a Non-Qualified Option pursuant to
          paragraph 16) if such acceleration would violate the annual
          vesting limitation contained in Section 422A(b)(7) of the Code,
          as described in paragraph 6(c).

     E.   With respect to any Options granted to any officer  or
          director of the Company pursuant to subsection (iii) of paragraph
          2.D. herein, at least six months shall elapse from the date of
          the acquisition/grant of the Option to the date of disposition of
          the Option (other than upon exercise or conversion) or its
          underlying equity security.

     9.   Termination of Employment.  If an ISO optionee ceases
to  be employed by the Company and all Related Corporations other
than by reason of death or disability as defined in paragraph 10,
no further installments of his ISOs shall become exercisable, and
his  ISOs  shall terminate after the passage of 90 days from  the
date of termination of his employment, but in no event later than
on  their  specified expiration dates, except to the extent  that
such   ISOs  (or  unexercised  installments  thereof)  have  been
converted  into Non-Qualified Options pursuant to  paragraph  16.
Employment shall be considered as continuing uninterrupted during
any  bona  fide  leave of absence (such as those attributable  to
illness,  military obligations or governmental service)  provided
that  the  period of such leave does not exceed 90  days  or,  if
longer,  any  period  during  which  such  optionee's  right   to
reemployment  is  guaranteed by statute.  A bona  fide  leave  of
absence with the written approval of the Committee shall  not  be
considered an interruption of employment under the Plan, provided
that such written approval contractually obligates the Company or
any  Related  Corporation  to  continue  the  employment  of  the
optionee  after  the  approved period of absence.   ISOs  granted
under  the Plan shall not be affected by any change of employment
within or among the Company and Related Corporations, so long  as
the  optionee continues to be an employee of the Company  or  any
Related Corporation.  Nothing in the Plan shall be deemed to give
any  grantee  of  any Stock Right the right  to  be  retained  in
employment  or  other  service by  the  Company  or  any  Related
Corporation for any period of time.



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<PAGE>   Exhibit 10.1

     10.  Death; Disability.

     A.   If an ISO optionee ceases to be employed by the Company and
          all Related Corporations by reason of his death, any ISO of his
          may be exercised, to the extent of the number of shares with
          respect to which he could have exercised it on the date of his
          death, by his estate, personal representative or beneficiary who
          has acquired the ISO by will or by the laws of descent and
          distribution, at any time prior to the earlier of the ISO's
          specified expiration date or 180 days from the date of the
          optionee's death.

     B.   If an ISO optionee ceases to be employed by the Company and
          all Related Corporations by reason of his disability, he shall
          have the right to exercise any ISO held by him on the date of
          termination of employment, to the extent of the number of shares
          with respect to which he could have exercised it on that date, at
          any time prior to the earlier of the ISO's specified expiration
          date  or 180 days from the date of the termination of  the
          optionee's employment.  For the purposes of the Plan, the term
          "disability" shall mean "permanent and total disability" as
          defined in Section 22(e)(3) of the Code or successor statute.

    11.   Assignability.   No  ISO  shall  be  assignable   or
transferable  by the grantee except by will or  by  the  laws  of
descent  and distribution, and during the lifetime of the grantee
each  ISO  shall  be exercisable only by him.   All  other  Stock
Rights  shall  be freely transferable subject to the  limitations
imposed  by  subsection  (iii)  of  paragraph  2.D.  herein,   if
applicable.

    12.   Terms  and Conditions of Options.  Options  shall  be
evidenced  by instruments (which need not be identical)  in  such
forms  as  the  Committee may from time to  time  approve.   Such
instruments shall conform to the terms and conditions  set  forth
in  paragraphs  6  through 11 hereof and may contain  such  other
provisions  as  the  Committee  deems  advisable  which  are  not
inconsistent with the Plan, including restrictions applicable  to
shares  of  Common Stock issuable upon exercise of  Options.   In
granting any Non-Qualified Option, the Committee may specify that
such  Non-Qualified Option shall be subject to  the  restrictions
set  forth  herein  with  respect  to  ISOs,  or  to  such  other
termination  and  cancellation provisions as  the  Committee  may
determine.  The Committee may from time to time confer  authority
and  responsibility on one or more of its own members and/or  one
or  more  officers  of the Company to execute  and  deliver  such
instruments.   The proper officers of the Company are  authorized
and  directed  to take any and all action necessary or  advisable
from time to time to carry out the terms of such instruments.

   13.   Adjustments.   Upon  the occurrence  of  any  of  the
following  events, an optionee's rights with respect  to  Options
granted  to  him  hereunder  shall  be  adjusted  as  hereinafter
provided,  unless otherwise specifically provided in the  written
agreement between the optionee and the Company relating  to  such
Option:

    A.    If  the  shares of Common Stock shall be subdivided  or
          combined into a greater or small number of shares of it
          the Company shall issue any shares of Common Stock as a
          stock  dividend  on its outstanding Common  Stock,  the
          number  of shares of Common Stock deliverable upon  the
          exercise of Options shall be appropriately increased or



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<PAGE>   Exhibit 10.1

          decreased  proportionately, and appropriate adjustments
          shall  be  made  in  the purchase price  per  share  to
          reflect   such   subdivision,  combination   or   stock
          dividend.

    B.    If  the  Company is to be consolidated with or acquired
          by   another  entity  in  a  merger,  sale  of  all  or
          substantially all of the Company's assets or  otherwise
          (an  "Acquisition"),  the Committee  or  the  Board  of
          Directors of any entity assuming the obligations of the
          Company hereunder (the "Successor Board"), shall, as to
          outstanding   Options,  either  (i)  make   appropriate
          provision  for  the  continuation of  such  Options  by
          substituting on an equitable basis for the shares  then
          subject to such Options the consideration payable  with
          respect  to the outstanding shares of Common  Stock  in
          connection  with the Acquisition; or (ii) upon  written
          notice to the optionees, provided that all Options must
          be exercised, to the extent then exercisable, within  a
          specified number of days of the date of such notice, at
          the end of which period the Options shall terminate; or
          (iii)  terminate  all Options in exchange  for  a  cash
          payment equal to the excess of the fair market value of
          the  shares subject to such Options (to the extent then
          exercisable) over the exercise price thereof.

    C.    In the event  of  a recapitalization  or reorganization
          of the Company (other  than a transaction  described in
          subparagraph B above) pursuant  to  which securities of
          the  Company or of another  corporation are issued with
          respect to the  outstanding shares of  Common Stock, an
          an optionee upon exercising an Option shall be entitled
          to  receive  for the  purchase  price  paid  upon  such
          exercise  the securities he  would have received  if he
          had exercised his Option prior to such recapitalization
          or reorganization.

    D.    Notwithstanding  the  foregoing,  any  adjustments made
          pursuant to  subparagraphs A, B, or  C with  respect to
          ISOs  shall  be made  only  after the Committee,  after
          consulting  with  counsel for the  Company,  determines
          whether    such   adjustments   would   constitute    a
          "modification" of such ISOs (as that term is defined in
          Section 425 of the Code) or would cause any adverse tax
          consequences  for  the holders of such  ISOs.   If  the
          Committee  determines that such adjustments  made  with
          respect to ISOs would constitute a modification of such
          ISOs, it may refrain from making such adjustments.

     E.   In the event of the proposed dissolution or liquidating
          of  the Company, each Option will terminate immediately
          prior to the consummation of such proposed action or at
          such other time and subject to such other conditions as
          shall be determined by the Committee.

     F.   Except as expressly provided herein, no issuance by the
          Company  of shares of stock of any class, or securities
          convertible  into shares of stock of any  class,  shall
          affect,  and no adjustment by reason thereof  shall  be
          made  with  respect to, the number or price  of  shares
          subject  to Options.  No adjustments shall be made  for
          dividends  paid  in  cash  or in  property  other  than
          securities of the Company.


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<PAGE>   Exhibit 10.1

     G.   No  fractional shares  shall be issued  under  the Plan
          and  the optionee shall receive from the Company and in
          lieu of such fractional shares.

     H.   Upon  the  happening of  any  of  the  foregoing events
          described in subparagraphs A, B, and C above, the class
          and aggregate number of shares set forth in paragraph 6
          hereof   that   are  subject  to  Stock  Rights   which
          previously  have been or subsequently  may  be  granted
          under the Plan shall also be appropriately adjusted  to
          reflect  the  events  described in such  subparagraphs.
          The  Committee  or the Successor Board shall  determine
          the   specific  adjustments  to  be  made  under   this
          paragraph   13  and,  subject  to  paragraph   2,   its
          determination shall be conclusive.

      If  any  person  or entity owning restricted  Common  Stock
obtained  by  exercise of a Stock Right made  hereunder  receives
shares  of  securities  or cash in connection  with  a  corporate
transaction  described in subparagraphs A, B, or  C  above  as  a
result  of  owning such restricted Common Stock, such  shares  or
securities or cash shall be subject to all of the conditions  and
restrictions  applicable  to  the restricted  Common  Stock  with
respect  to which such shares or securities or cash were  issued,
unless  otherwise  determined by the Committee or  the  Successor
Board.

      14.   Means of Exercising Stock Rights.  A Stock Right  (or
any  part  or installment thereof) shall be exercised  by  giving
written  notice  to the Company at its principal office  address.
Such  notice  shall identify the Stock Right being exercised  and
specify  the number of shares to which such Stock Right is  being
exercised,  accompanied by full payment  of  the  purchase  price
therefor either (a) in United States dollars in cash or by check,
or  (b)  at the discretion of the Committee, through delivery  of
shares of Common Stock having a fair market value equal as of the
date  of  the  exercise to the cash exercise price of  the  Stock
Right, or (c) at the discretion of the Committee, by delivery  of
the grantee's personal recourse note bearing interest payable not
less  than annually at no less than 100% of the lowest applicable
Federal  rate, as defined in Section 1274 (d) of the Code,  or  a
combination  of  (a),  (b),  and (c)  above.   If  the  Committee
exercises its discretion to permit payment of the exercise  price
of  an ISO by means of the methods set forth in clauses (a), (b),
or  (c)  of  the  preceding sentence, such  discretion  shall  be
exercised  in  writing at the time of the grant  of  the  ISO  in
question.  The holder of a Stock Right shall not have the  rights
of  a shareholder with respect to the shares covered by his Stock
Right  until the date of issuance of a stock certificate  to  him
for such shares.  Except as expressly provided above in paragraph
13 with respect to changes in capitalization and stock dividends,
no  adjustment shall be made for dividends or similar rights  for
which  the  record date is before the date such stock certificate
is issued.

      15.   Term and Amendment of Plan. This Plan was adopted  by
the  Board on April 28, 2003, subject to approval of the Plan  by
the   stockholders  of  the  Company  at  the  next  Meeting   of
Stockholders.   If  the  approval  of  the  stockholders  is  not
obtained  by April 28, 2004 any grants of Stock Rights under  the
Plan  made prior to that date will be rescinded.  The Plan  shall
expire  on  April 28, 2012 (except as to Options  outstanding  on
that  date).   Subject to the provisions of  paragraph  5  above,
Stock  Rights may be granted under the Plan prior to the date  of
stockholder  approval of the Plan.  The Board  may  terminate  or
amend  the Plan in any respect at any time, except that,  without
the  approval  of  the holders of a majority of  the  outstanding



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<PAGE>   Exhibit 10.1


shares of Common Stock obtained within 12 months before or  after
the  Board  adopts a resolution authorizing any of the  following
actions: (a) the total number of shares that may be issued  under
the Plan may not be increased (except by adjustments pursuant  to
paragraph  13);  (b)  the  provisions of  paragraph  3  regarding
eligibility  for  grants of ISOs may not be modified  (except  by
adjustment  pursuant  to Paragraph 13);  (c)  the  provisions  of
paragraph 6 regarding the exercise price at which shares  may  be
offered  pursuant  to  ISO's  may  not  be  modified  (except  by
adjustment pursuant to paragraph 13) and (d) the expiration  date
of  the  Plan  may  not be extended.  Except as provided  in  the
fourth  sentence of this paragraph 15, in no event may action  of
the  Board  or  Stockholders alter or  impair  the  rights  of  a
grantee,  without  his consent, under any Stock Right  previously
granted to him.

       16.    Conversion  of  ISOs  into  Non-Qualified  Options;
Termination  of ISOs.  The Committee, at the written  request  of
any  optionee, may in its discretion take such actions as may  be
necessary to convert such optionee's ISOs (or any installments or
portions of installments thereof) that have not been exercised on
the  date  of conversion into Non-Qualified Options at  any  time
prior  to the expiration of such ISOs, regardless of whether  the
optionee  is  an employee of the Company or a Related Corporation
at  the  time of such conversion.  Such actions may include,  but
not  be limited to, extending the exercise period or reducing the
exercise  price of the appropriate installments of such  options.
At  the  time of such conversion, the Committee (with the consent
of  the  Optionee) may impose such conditions on the exercise  of
the  resulting  Non-Qualified Options as  the  Committee  in  its
discretion may determine, provided that such conditions shall not
be  inconsistent with this Plan.  Nothing in the  Plan  shall  be
deemed  to  give  any optionee the right to have such  optionee's
ISOs converted into Non-Qualified Options, and no such conversion
shall  occur  until  and unless the Committee  takes  appropriate
action.   The  Committee, with the consent of the  optionee,  may
also terminate any portion of any ISO that has not been exercised
at the time of such termination.

      17.   Application of Funds.  The proceeds received  by  the
Company  from the sale of shares pursuant to Options granted  and
Purchases  authorized under the Plan shall be  used  for  general
corporate purposes.

      18.  Governmental Regulation.  The Company's obligation  to
sell  and deliver shares of the Common Stock under this  Plan  is
subject to the approval of any governmental authority required in
connection  with  the authorization, issuance  or  sale  of  such
shares.

      19.   Withholding  of Additional Income  Taxes.   Upon  the
exercise  of a Non-Qualified Option, the grant of an  Award,  the
making  of  a  Purchase of Common Stock for less  than  its  fair
market  value,  the  making  of a Disqualifying  Disposition  (as
defined  in  paragraph  20) or the vesting of  restricted  Common
Stock  acquired  on the exercise of a Stock Right hereunder,  the
Company,  in  accordance with Section 3402(a) of  the  Code,  may
require  the  optionee,  Award  recipient  or  purchaser  to  pay
additional  withholding taxes in respect of the  amount  that  is
considered compensation includible in such person's gross income.
The Committee in its discretion may condition (i) the exercise of
an  Option,  (ii) the grant of an Award, (iii) the  making  of  a
Purchase of Common Stock for less than its fair market value,  or
(iv)   the  vesting  of  restricted  Common  Stock  acquired   by
exercising  a  Stock  Right  on the  grantee's  payment  of  such
additional withholding taxes.


                                   9

<PAGE>   Exhibit 10.1

      20.   Notice to Company of Disqualifying Disposition.  Each
employee who receives an ISO must agree to notify the Company  in
writing  immediately  after the employee  makes  a  Disqualifying
Disposition of any Common Stock acquired pursuant to the exercise
of  an  ISO.   A  Disqualifying Disposition  is  any  disposition
(including any sale) of such Common Stock before the later of (a)
two  years after the date the employee was granted the ISO or (b)
one  year after the date the employee has died before such  stock
is  sold, these holding period requirements do not apply  and  no
Disqualifying Disposition can occur thereafter.

       21.   Governing  Law:  Construction.   The  validity   and
construction  of  the Plan and the instruments  evidencing  Stock
Rights  shall  be governed by the laws of the State of  Delaware.
In  construing this Plan, the singular shall include  the  plural
and  the masculine general shall include the feminine and neuter,
unless the context otherwise requires.







                                   10

<PAGE>   Exhibit 10.1