Exhibit 4.1

                     TISSERA, INC. 2004 INCENTIVE STOCK PLAN

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         THIS TISSERA,  INC. 2004 INCENTIVE  STOCK PLAN (the "Plan") is designed
to retain  directors,  executives  and selected  employees and  consultants  and
reward them for making major contributions to the success of the Company.  These
objectives are accomplished by making long-term  incentive awards under the Plan
thereby  providing  Participants  with a proprietary  interest in the growth and
performance of the Company.

1.   Definitions.

     (a)  "Board" - The Board of Directors of the Company.

     (b)  "Code" - The Internal  Revenue  Code of 1986,  as amended from time to
          time.

     (c)  "Committee" - The  Compensation  Committee of the Company's  Board, or
          such other  committee of the Board that is  designated by the Board to
          administer  the Plan,  composed  of not less than two  members  of the
          Board all of whom are disinterested  persons,  as contemplated by Rule
          16b-3 ("Rule 16b-3")  promulgated under the Securities Exchange Act of
          1934, as amended (the "Exchange Act").

     (d)  "Company" - TISSERA, INC. and its subsidiaries  including subsidiaries
          of subsidiaries.

     (e)  "Exchange Act" - The Securities  Exchange Act of 1934, as amended from
          time to time.

     (f)  "Fair Market  Value" - The fair market value of the  Company's  issued
          and  outstanding  Stock as  determined  in good  faith by the Board or
          Committee.

     (g)  "Grant" - The grant of any form of stock option, stock award, or stock
          purchase offer,  whether granted singly,  in combination or in tandem,
          to a Participant pursuant to such terms, conditions and limitations as
          the Committee may establish in order to fulfill the  objectives of the
          Plan.

     (h)  "Grant Agreement" - An agreement between the Company and a Participant
          that sets forth the terms,  conditions and limitations applicable to a
          Grant.

     (i)  "Option"  - Either an  Incentive  Stock  Option,  in  accordance  with
          Section  422 of  Code,  or a  Nonstatutory  Option,  to  purchase  the
          Company's Stock that may be awarded to a Participant under the Plan. A
          Participant who receives an award of an Option shall be referred to as
          an "Optionee."

     (j)  "Participant"  - A director,  officer,  employee or  consultant of the
          Company to whom an Award has been made under the Plan.

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     (k)  "Restricted Stock Purchase Offer" - A Grant of the right to purchase a
          specified  number of shares of Stock  pursuant to a written  agreement
          issued under the Plan.

     (l)  "Securities Act" - The Securities Act of 1933, as amended from time to
          time.

     (m)  "Stock" - Authorized and issued or unissued  shares of common stock of
          the Company.

     (n)  "Stock Award" - A Grant made under the Plan in stock or denominated in
          units of stock for  which  the  Participant  is not  obligated  to pay
          additional consideration.

2.   Administration.  The Plan  shall be  administered  by the  Board,  provided
     however,  that the Board may delegate such administration to the Committee.
     Subject to the provisions of the Plan, the Board and/or the Committee shall
     have authority to (a) grant, in its discretion,  Incentive Stock Options in
     accordance  with Section 422 of the Code, or  Nonstatutory  Options,  Stock
     Awards or Restricted Stock Purchase Offers; (b) determine in good faith the
     fair market value of the Stock covered by any Grant;  (c)  determine  which
     eligible   persons  shall   receive   Grants  and  the  number  of  shares,
     restrictions,  terms and  conditions  to be  included in such  Grants;  (d)
     construe and interpret the Plan;  (e)  promulgate,  amend and rescind rules
     and  regulations  relating  to its  administration,  and  correct  defects,
     omissions and inconsistencies in the Plan or any Grant; (f) consistent with
     the Plan and with the consent of the Participant, as appropriate, amend any
     outstanding  Grant  or  amend  the  exercise  date or  dates  thereof;  (g)
     determine  the  duration  and  purpose  of leaves of  absence  which may be
     granted  to  Participants   without   constituting   termination  of  their
     employment for the purpose of the Plan or any Grant; and (h) make all other
     determinations  necessary or advisable for the Plan's  administration.  The
     interpretation  and construction by the Board of any provisions of the Plan
     or selection of  Participants  shall be conclusive and final.  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 Grant made thereunder.

3.   Eligibility.

     (a)  General:  The persons who shall be eligible to receive Grants shall be
          directors, officers, employees or consultants to the Company. The term
          consultant  shall  mean any  person,  other than an  employee,  who is
          engaged by the Company to render  services and is compensated for such
          services. An Optionee may hold more than one Option. Any issuance of a
          Grant to an officer or director of the Company subsequent to the first
          registration  of any of  the  securities  of  the  Company  under  the
          Exchange Act shall comply with the requirements of Rule 16b-3.

     (b)  Incentive Stock Options: Incentive Stock Options may only be issued to
          employees of the Company.  Incentive  Stock  Options may be granted to
          officers  or  directors,  provided  they  are  also  employees  of the
          Company.  Payment  of a  director's  fee  shall not be  sufficient  to
          constitute employment by the Company.

                  The Company  shall not grant an  Incentive  Stock Option under
          the Plan to any employee if such Grant would  result in such  employee
          holding the right to exercise  for the first time in any one  calendar
          year,  under all Incentive Stock Options granted under the Plan or any
          other plan maintained by the Company,  with respect to shares of Stock
          having an



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          aggregate  fair market value,  determined as of the date of the Option
          is granted,  in excess of $100,000.  Should it be  determined  that an
          Incentive Stock Option granted under the Plan exceeds such maximum for
          any  reason  other  than a  failure  in good  faith to value the Stock
          subject to such  option,  the excess  portion of such option  shall be
          considered a Nonstatutory Option. To the extent the employee holds two
          (2) or more such Options which become  exercisable  for the first time
          in  the  same  calendar   year,   the  foregoing   limitation  on  the
          exercisability  of such Option as Incentive  Stock  Options  under the
          Federal  tax laws  shall be applied on the basis of the order in which
          such Options are granted.  If, for any reason,  an entire  Option does
          not qualify as an Incentive  Stock Option by reason of exceeding  such
          maximum, such Option shall be considered a Nonstatutory Option.

     (c)  Nonstatutory  Option:  The  provisions of the  foregoing  Section 3(b)
          shall not apply to any Option designated as a "Nonstatutory Option" or
          which sets forth the  intention  of the  parties  that the Option be a
          Nonstatutory Option.

     (d)  Stock Awards and Restricted Stock Purchase  Offers:  The provisions of
          this Section 3 shall not apply to any Stock Award or Restricted  Stock
          Purchase Offer under the Plan.

4.   Stock.

     (a)  Authorized  Stock:  Stock subject to Grants may be either  unissued or
          reacquired Stock.

     (b)  Number of Shares: Subject to adjustment as provided in Section 5(i) of
          the Plan,  the total  number of shares of Stock which may be purchased
          or granted  directly  by Options,  Stock  Awards or  Restricted  Stock
          Purchase Offers, or purchased  indirectly  through exercise of Options
          granted  under  the  Plan  shall  not  exceed  Five  Hundred  Thousand
          (500,000).  If any Grant shall for any reason terminate or expire, any
          shares   allocated   thereto  but  remaining   unpurchased  upon  such
          expiration  or  termination  shall again be available  for Grants with
          respect  thereto  under the Plan as  though  no Grant  had  previously
          occurred  with  respect to such  shares.  Any  shares of Stock  issued
          pursuant  to a Grant and  repurchased  pursuant  to the terms  thereof
          shall be available for future Grants as though not previously  covered
          by a Grant.

     (c)  Reservation of Shares: The Company shall reserve and keep available at
          all times  during the term of the Plan such  number of shares as shall
          be  sufficient  to satisfy the  requirements  of the Plan.  If,  after
          reasonable  efforts,  which efforts shall not include the registration
          of the Plan or Grants under the Securities  Act, the Company is unable
          to  obtain  authority  from  any  applicable  regulatory  body,  which
          authorization is deemed necessary by legal counsel for the Company for
          the lawful issuance of shares hereunder, the Company shall be relieved
          of any  liability  with  respect to its  failure to issue and sell the
          shares  for which such  requisite  authority  was so deemed  necessary
          unless and until such authority is obtained.

     (d)  Application  of Funds:  The proceeds  received by the Company from the
          sale of Stock  pursuant  to the  exercise  of Options or rights  under
          Stock Purchase Agreements will be used for general corporate purposes.



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     (e)  No  Obligation  to  Exercise:  The issuance of a Grant shall impose no
          obligation  upon the  Participant  to exercise  any rights  under such
          Grant.

5.   Terms  and  Conditions  of  Options.  Options  granted  hereunder  shall be
     evidenced by agreements  between the Company and the respective  Optionees,
     in such form and  substance  as the Board or  Committee  shall from time to
     time approve.  The form of Incentive Stock Option Agreement attached hereto
     as Exhibit A and the three forms of a Nonstatutory  Stock Option  Agreement
     for  employees,  for  directors  and for  consultants,  attached  hereto as
     Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively,  shall be deemed to
     be approved by the Board.  Option agreements need not be identical,  and in
     each  case may  include  such  provisions  as the  Board or  Committee  may
     determine,  but all such agreements  shall be subject to and limited by the
     following terms and conditions:

     (a)  Number of  Shares:  Each  Option  shall  state the number of shares to
          which it pertains.

     (b)  Exercise  Price:  Each Option  shall state the exercise  price,  which
          shall be determined as follows:

          (i)  Any  Incentive  Stock Option  granted to a person who at the time
               the  Option is  granted  owns (or is deemed  to own  pursuant  to
               Section  424(d)  of the  Code)  stock  possessing  more  than ten
               percent (10%) of the total combined  voting power or value of all
               classes of stock of the Company ("Ten Percent Holder") shall have
               an exercise  price of no less than 110% of the Fair Market  Value
               of the Stock as of the date of grant; and

          (ii) Incentive  Stock Options  granted to a person who at the time the
               Option is  granted  is not a Ten  Percent  Holder  shall  have an
               exercise  price of no less than 100% of the Fair Market  Value of
               the Stock as of the date of grant.

                  For the purposes of this Section  5(b),  the Fair Market Value
          shall be as determined by the Board in good faith, which determination
          shall be conclusive and binding;  provided however, that if there is a
          public market for such Stock, the Fair Market Value per share shall be
          the average of the bid and asked prices (or the closing  price if such
          stock is  listed on the  NASDAQ  National  Market  System or Small Cap
          Issue  Market) on the date of grant of the  Option,  or if listed on a
          stock  exchange,  the closing  price on such  exchange on such date of
          grant.

     (c)  Medium  and  Time  of  Payment:   The  exercise   price  shall  become
          immediately  due upon exercise of the Option and shall be paid in cash
          or check made payable to the Company. Should the Company's outstanding
          Stock be  registered  under  Section  12(g) of the Exchange Act at the
          time the Option is exercised, then the exercise price may also be paid
          as follows:

          (i)  in shares of Stock held by the Optionee for the requisite  period
               necessary  to  avoid  a  charge  to the  Company's  earnings  for
               financial  reporting  purposes and valued at Fair Market Value on
               the exercise date, or

          (ii) through a special sale and remittance procedure pursuant to which
               the  Optionee  shall  concurrently  provide  irrevocable  written
               instructions (a) to a Company designated



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               brokerage  firm to effect  the  immediate  sale of the  purchased
               shares  and  remit  to the  Company,  out of  the  sale  proceeds
               available on the settlement  date,  sufficient funds to cover the
               aggregate  exercise  price payable for the purchased  shares plus
               all  applicable  Federal,  state and local income and  employment
               taxes  required  to be  withheld by the Company by reason of such
               purchase and (b) to the Company to deliver the  certificates  for
               the purchased  shares directly to such brokerage firm in order to
               complete the sale transaction.

                  At the discretion of the Board, exercisable either at the time
          of Option grant or of Option exercise,  the exercise price may also be
          paid  (i) by  Optionee's  delivery  of a  promissory  note in form and
          substance  satisfactory  to the  Company  and  permissible  under  the
          Securities  Rules of the State of New York and  bearing  interest at a
          rate determined by the Board in its sole  discretion,  but in no event
          less  than  the  minimum  rate  of  interest  required  to  avoid  the
          imputation of  compensation  income to the Optionee  under the Federal
          tax laws, or (ii) in such other form of consideration permitted by the
          New York corporations law as may be acceptable to the Board.

     (d)  Term and Exercise of Options: Any Option granted to an employee of the
          Company shall become  exercisable over a period of no longer than two
          (2)  years.  In no event  shall any  Option be  exercisable  after the
          expiration  of two (2)  years  from the  date it is  granted,  and no
          Incentive  Stock Option granted to a Ten Percent Holder shall,  by its
          terms, be exercisable  after the expiration of five (5) years from the
          date of the Option.  Unless  otherwise  specified  by the Board or the
          Committee in the resolution authorizing such Option, the date of grant
          of an Option  shall be  deemed to be the date upon  which the Board or
          the Committee authorizes the granting of such Option.

              Each Option shall be  exercisable  to the nearest whole share,  in
          installments  or otherwise,  as the respective  Option  agreements may
          provide.  During the  lifetime  of an  Optionee,  the Option  shall be
          exercisable  only by the  Optionee  and  shall  not be  assignable  or
          transferable  by the  Optionee,  and no other person shall acquire any
          rights  therein.  To the extent not exercised,  installments  (if more
          than one) shall accumulate,  but shall be exercisable,  in whole or in
          part,  only  during the period  for  exercise  as stated in the Option
          agreement, whether or not other installments are then exercisable.

     (e)  Termination  of  Status  as  Employee,   Consultant  or  Director:  If
          Optionee's  status as an employee shall terminate for any reason other
          than Optionee's disability or death, then Optionee (or if the Optionee
          shall die after such  termination,  but prior to exercise,  Optionee's
          personal  representative  or the  person  entitled  to  succeed to the
          Option)  shall  have the  right to  exercise  the  portions  of any of
          Optionee's  Incentive  Stock Options which were  exercisable as of the
          date of such  termination,  in whole or in part, not less than 30 days
          nor more than three (3)  months  after such  termination  (or,  in the
          event of  "termination  for good cause" as that term is defined in New
          York  case law  related  thereto,  or by the  terms of the Plan or the
          Option  Agreement  or  an  employment  agreement,   the  Option  shall
          automatically  terminate as of the termination of employment as to all
          shares covered by the Option).

                  With respect to  Nonstatutory  Options  granted to  employees,
          directors  or  consultants,  the Board may  specify  such  period  for
          exercise, not less than 30 days (except that in the case



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          of "termination for cause" or removal of a director,  the Option shall
          automatically  terminate  as  of  the  termination  of  employment  or
          services as to shares covered by the Option,  following termination of
          employment or services as the Board deems  reasonable and appropriate.
          The Option may be exercised only with respect to installments that the
          Optionee could have exercised at the date of termination of employment
          or  services.  Nothing  contained  herein  or in  any  Option  granted
          pursuant  hereto  shall be  construed to affect or restrict in any way
          the right of the Company to terminate the employment or services of an
          Optionee with or without cause.

     (f)  Disability of Optionee: If an Optionee is disabled (within the meaning
          of Section 22(e)(3) of the Code) at the time of termination, the three
          (3) month  period  set forth in  Section  5(e)  shall be a period,  as
          determined by the Board and set forth in the Option,  of not less than
          six months nor more than one year after such termination.

     (g)  Death of Optionee: If an Optionee dies while employed by, engaged as a
          consultant to, or serving as a Director of the Company, the portion of
          such Optionee's  Option which was exercisable at the date of death may
          be exercised, in whole or in part, by the estate of the decedent or by
          a person  succeeding  to the right to exercise such Option at any time
          within (i) a period,  as  determined by the Board and set forth in the
          Option,  of not less  than six (6)  months  nor more than one (1) year
          after Optionee's death, which period shall not be more, in the case of
          a  Nonstatutory   Option,  than  the  period  for  exercise  following
          termination  of employment  or services,  or (ii) during the remaining
          term of the  Option,  whichever  is the  lesser.  The Option may be so
          exercised only with respect to installments exercisable at the time of
          Optionee's death and not previously exercised by the Optionee.

     (h)  Nontransferability  of Option:  No Option shall be transferable by the
          Optionee, except by will or by the laws of descent and distribution.

     (i)  Recapitalization:  Subject to any required action of shareholders, the
          number of shares of Stock covered by each outstanding  Option, and the
          exercise price per share thereof set forth in each such Option,  shall
          be proportionately adjusted for any increase or decrease in the number
          of issued shares of Stock of the Company resulting from a stock split,
          stock  dividend,  combination,   subdivision  or  reclassification  of
          shares,  or the payment of a stock dividend,  or any other increase or
          decrease  in the number of such  shares  affected  without  receipt of
          consideration by the Company; provided, however, the conversion of any
          convertible securities of the Company shall not be deemed to have been
          "effected without receipt of consideration" by the Company.

              In the  event of a  proposed  dissolution  or  liquidation  of the
          Company,  a merger or  consolidation  in which the  Company is not the
          surviving  entity, or a sale of all or substantially all of the assets
          or capital stock of the Company  (collectively,  a  "Reorganization"),
          unless  otherwise  provided by the Board,  this Option shall terminate
          immediately  prior to such date as is determined  by the Board,  which
          date shall be no later than the  consummation of such  Reorganization.
          In such event, if the entity which shall be the surviving  entity does
          not tender to Optionee an offer,  for which it has no obligation to do
          so, to substitute for any unexercised Option a stock option or capital
          stock of such surviving of such surviving entity, as applicable, which
          on an equitable basis shall provide the



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          Optionee  with   substantially  the  same  economic  benefit  as  such
          unexercised Option, then the Board may grant to such Optionee,  in its
          sole and absolute discretion and without  obligation,  the right for a
          period  commencing  thirty  (30) days prior to and ending  immediately
          prior  to  the  date  determined  by the  Board  pursuant  hereto  for
          termination  of the Option or during the remaining term of the Option,
          whichever is the lesser,  to exercise any unexpired  Option or Options
          without regard to the installment  provisions of Paragraph 6(d) of the
          Plan;  provided,  that any such right  granted shall be granted to all
          Optionees  not receiving an offer to receive  substitute  options on a
          consistent basis, and provided  further,  that any such exercise shall
          be subject to the consummation of such Reorganization.

                  Subject to any required action of shareholders, if the Company
          shall be the  surviving  entity in any merger or  consolidation,  each
          outstanding  Option  thereafter  shall  pertain  to and  apply  to the
          securities  to which a holder of shares of Stock  equal to the  shares
          subject  to the  Option  would  have been  entitled  by reason of such
          merger or consolidation.

                  In the  event  of a change  in the  Stock  of the  Company  as
          presently  constituted,  which is  limited  to a change  of all of its
          authorized  shares  without  par value into the same  number of shares
          with a par value,  the shares  resulting from any such change shall be
          deemed to be the Stock within the meaning of the Plan.

                  To the extent that the foregoing  adjustments  relate to stock
          or securities of the Company,  such  adjustments  shall be made by the
          Board, whose determination in that respect shall be final, binding and
          conclusive.  Except as expressly  provided in this Section  5(i),  the
          Optionee  shall  have  no  rights  by  reason  of any  subdivision  or
          consolidation  of shares of stock of any class or the  payment  of any
          stock  dividend  or any other  increase  or  decrease in the number of
          shares  of stock of any  class,  and the  number or price of shares of
          Stock  subject  to  any  Option  shall  not  be  affected  by,  and no
          adjustment shall be made by reason of, any  dissolution,  liquidation,
          merger, consolidation or sale of assets or capital stock, or any issue
          by the  Company  of  shares  of  stock  of  any  class  or  securities
          convertible into shares of stock of any class.

                  The Grant of an Option  pursuant  to the Plan shall not affect
          in any way the right or power of the Company to make any  adjustments,
          reclassifications,  reorganizations  or  changes  in  its  capital  or
          business structure or to merge, consolidate, dissolve, or liquidate or
          to sell or transfer all or any part of its business or assets.

     (j)  Rights  as a  Shareholder:  An  Optionee  shall  have no  rights  as a
          shareholder  with respect to any shares covered by an Option until the
          effective  date of the  issuance of the shares  following  exercise of
          such Option by Optionee.  No  adjustment  shall be made for  dividends
          (ordinary  or  extraordinary,  whether  in cash,  securities  or other
          property) or  distributions  or other rights for which the record date
          is prior to the date  such  stock  certificate  is  issued,  except as
          expressly provided in Section 5(i) hereof.

     (k)  Modification, Acceleration, Extension, and Renewal of Options: Subject
          to the terms and  conditions  and within the  limitations of the Plan,
          the Board may modify an  Option,  or,  once an Option is  exercisable,
          accelerate  the rate at which it may be  exercised,  and may extend or
          renew  outstanding  Options  granted  under  the  Plan or  accept  the
          surrender of outstanding



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          Options (to the extent not  theretofore  exercised)  and authorize the
          granting of new Options in  substitution  for such  Options,  provided
          such action is  permissible  under Section 422 of the Code and the New
          York Securities Rules.  Notwithstanding the provisions of this Section
          5(k), however, no modification of an Option shall, without the consent
          of the  Optionee,  alter to the  Optionee's  detriment  or impair  any
          rights or obligations under any Option  theretofore  granted under the
          Plan.

     (l)  Exercise  Before  Exercise Date: At the  discretion of the Board,  the
          Option may, but need not, include a provision whereby the Optionee may
          elect to exercise all or any portion of the Option prior to the stated
          exercise date of the Option or any installment  thereof. Any shares so
          purchased  prior to the  stated  exercise  date  shall be  subject  to
          repurchase by the Company upon termination of Optionee's employment as
          contemplated  by Section 5(n) hereof prior to the exercise date stated
          in the Option and such other  restrictions and conditions as the Board
          or Committee may deem advisable.

     (m)  Other  Provisions:  The Option  agreements  authorized  under the Plan
          shall contain such other provisions,  including,  without  limitation,
          restrictions  upon the  exercise of the  Options,  as the Board or the
          Committee shall deem advisable. Shares shall not be issued pursuant to
          the  exercise  of an Option,  if the  exercise  of such  Option or the
          issuance of shares  thereunder would violate,  in the opinion of legal
          counsel for the Company,  the  provisions of any applicable law or the
          rules or regulations of any applicable  governmental or administrative
          agency or body,  such as the Code,  the  Securities  Act, the Exchange
          Act, the New York Securities  Rules, New York corporation law, and the
          rules  promulgated under the foregoing or the rules and regulations of
          any exchange upon which the shares of the Company are listed.  Without
          limiting the generality of the foregoing,  the exercise of each Option
          shall be  subject  to the  condition  that if at any time the  Company
          shall determine that (i) the  satisfaction of withholding tax or other
          similar   liabilities,   or  (ii)   the   listing,   registration   or
          qualification  of  any  shares  covered  by  such  exercise  upon  any
          securities  exchange  or under any state or federal  law, or (iii) the
          consent or approval of any regulatory  body, or (iv) the perfection of
          any  exemption  from  any  such  withholding,  listing,  registration,
          qualification,  consent or  approval  is  necessary  or  desirable  in
          connection  with such  exercise or the issuance of shares  thereunder,
          then in any such event,  such exercise  shall not be effective  unless
          such  withholding,  listing  registration,   qualification,   consent,
          approval or exemption shall have been effected,  obtained or perfected
          free of any conditions not acceptable to the Company.

     (n)  Repurchase Agreement:  The Board may, in its discretion,  require as a
          condition  to the  Grant  of an  Option  hereunder,  that an  Optionee
          execute  an  agreement  with  the  Company,   in  form  and  substance
          satisfactory to the Board in its discretion ("Repurchase  Agreement"),
          (i)  restricting  the Optionee's  right to transfer  shares  purchased
          under such Option without first offering such shares to the Company or
          another  shareholder of the Company upon the same terms and conditions
          as provided  therein;  and (ii)  providing  that upon  termination  of
          Optionee's  employment with the Company,  for any reason,  the Company
          (or another  shareholder of the Company, as provided in the Repurchase
          Agreement)  shall have the right at its  discretion (or the discretion
          of such other  shareholders) to purchase and/or redeem all such shares
          owned  by  the  Optionee  on the  date  of  termination  of his or her
          employment  at a price  equal to: (A) the fair value of such shares as
          of such date of termination; or (B) if such



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          repurchase  right lapses at 20% of the number of shares per year,  the
          original  purchase  price of such  shares,  and upon  terms of payment
          permissible under the New York securities rules;  provided that in the
          case of  Options  or Stock  Awards  granted  to  officers,  directors,
          consultants or affiliates of the Company,  such repurchase  provisions
          may be subject to additional or greater  restrictions as determined by
          the Board or Committee.

6.   Stock Awards and Restricted Stock Purchase Offers.

     (a)  Types of Grants.

          (i)  Stock Award. All or part of any Stock Award under the Plan may be
               subject to conditions  established by the Board or the Committee,
               and set forth in the Stock Award  Agreement,  which may  include,
               but are not  limited to,  continuous  service  with the  Company,
               achievement  of  specific  business   objectives,   increases  in
               specified  indices,  attaining  growth rates and other comparable
               measurements of Company performance.  Such Awards may be based on
               Fair Market Value or other specified valuation.  All Stock Awards
               will be made pursuant to the execution of a Stock Award Agreement
               substantially in the form attached hereto as Exhibit C.

          (ii) Restricted  Stock Purchase  Offer. A Grant of a Restricted  Stock
               Purchase  Offer  under  the  Plan  shall be  subject  to such (i)
               vesting  contingencies  related  to the  Participant's  continued
               association  with the Company for a specified time and (ii) other
               specified  conditions as the Board or Committee shall  determine,
               in their sole  discretion,  consistent with the provisions of the
               Plan. All Restricted Stock Purchase Offers shall be made pursuant
               to a Restricted  Stock Purchase Offer  substantially  in the form
               attached hereto as Exhibit D.

     (b)  Conditions and  Restrictions.  Shares of Stock which  Participants may
          receive as a Stock Award under a Stock Award  Agreement or  Restricted
          Stock  Purchase  Offer under a  Restricted  Stock  Purchase  Offer may
          include such  restrictions  as the Board or Committee,  as applicable,
          shall  determine,   including  restrictions  on  transfer,  repurchase
          rights,  right of  first  refusal,  and  forfeiture  provisions.  When
          transfer of Stock is so restricted or subject to forfeiture provisions
          it is  referred  to as  "Restricted  Stock".  Further,  with  Board or
          Committee  approval,  Stock Awards or Restricted Stock Purchase Offers
          may be deferred,  either in the form of  installments or a future lump
          sum   distribution.   The  Board  or  Committee  may  permit  selected
          Participants  to elect  to defer  distributions  of  Stock  Awards  or
          Restricted   Stock  Purchase  Offers  in  accordance  with  procedures
          established  by the Board or Committee  to assure that such  deferrals
          comply with  applicable  requirements  of the Code  including,  at the
          choice of Participants,  the capability to make further  deferrals for
          distribution  after  retirement.  Any deferred  distribution,  whether
          elected by the Participant or specified by the Stock Award  Agreement,
          Restricted  Stock  Purchase  Offers or by the Board or Committee,  may
          require the payment be forfeited in accordance  with the provisions of
          Section 6(c).  Dividends or dividend equivalent rights may be extended
          to and made  part of any  Stock  Award or  Restricted  Stock  Purchase
          Offers denominated in Stock or units of Stock,  subject to such terms,
          conditions and restrictions as the Board or Committee may establish.



                                       -9-
<PAGE>


      (c)   Cancellation  and  Rescission  of  Grants.  Unless  the Stock  Award
            Agreement or Restricted  Stock Purchase Offer  specifies  otherwise,
            the Board or Committee,  as  applicable,  may cancel any  unexpired,
            unpaid,  or deferred Grants at any time if the Participant is not in
            compliance with all other  applicable  provisions of the Stock Award
            Agreement or Restricted  Stock Purchase Offer, the Plan and with the
            following conditions:

            (i)   A Participant  shall not render services for any  organization
                  or engage directly or indirectly in any business which, in the
                  judgment  of the chief  executive  officer  of the  Company or
                  other senior officer designated by the Board or Committee,  is
                  or becomes competitive with the Company, or which organization
                  or business, or the rendering of services to such organization
                  or  business,  is or becomes  otherwise  prejudicial  to or in
                  conflict with the interests of the Company.  For  Participants
                  whose  employment  has  terminated,  the judgment of the chief
                  executive officer shall be based on the Participant's position
                  and  responsibilities  while  employed  by  the  Company,  the
                  Participant's  post-employment  responsibilities  and position
                  with the other  organization or business,  the extent of past,
                  current and  potential  competition  or  conflict  between the
                  Company and the other organization or business,  the effect on
                  the Company's  customers,  suppliers and  competitors and such
                  other   considerations   as  are  deemed  relevant  given  the
                  applicable  facts and  circumstances.  A  Participant  who has
                  retired shall be free,  however,  to purchase as an investment
                  or otherwise,  stock or other securities of such  organization
                  or  business  so long as they  are  listed  upon a  recognized
                  securities  exchange  or  traded  over-the-counter,  and  such
                  investment does not represent a substantial  investment to the
                  Participant  or  a  greater  than  ten  percent  (10%)  equity
                  interest in the organization or business.

            (ii)  A Participant  shall not, without prior written  authorization
                  from the Company,  disclose to anyone outside the Company,  or
                  use in other than the  Company's  business,  any  confidential
                  information   or  material,   as  defined  in  the   Company's
                  Proprietary  Information  and  Invention  Agreement or similar
                  agreement regarding confidential  information and intellectual
                  property, relating to the business of the Company, acquired by
                  the  Participant  either during or after  employment  with the
                  Company.

            (iii) A   Participant,   pursuant  to  the   Company's   Proprietary
                  Information and Invention  Agreement,  shall disclose promptly
                  and assign to the Company all right, title and interest in any
                  invention or idea, patentable or not, made or conceived by the
                  Participant during employment by the Company,  relating in any
                  manner to the  actual or  anticipated  business,  research  or
                  development   work  of  the  Company  and  shall  do  anything
                  reasonably  necessary to enable the Company to secure a patent
                  where   appropriate  in  the  United  States  and  in  foreign
                  countries.

            (iv)  Upon exercise,  payment or delivery  pursuant to a Grant,  the
                  Participant   shall  certify  on  a  form  acceptable  to  the
                  Committee  that he or she is in compliance  with the terms and
                  conditions  of the Plan.  Failure  to  comply  with all of the
                  provisions  of this  Section  6(c) prior to, or during the six
                  months after, any exercise,  payment or delivery pursuant to a
                  Grant  shall  cause such  exercise,  payment or delivery to be
                  rescinded. The Company shall notify the Participant in writing
                  of any such  rescission  within two years after such exercise,
                  payment or delivery.  Within ten days after  receiving  such a
                  notice  from the



                                      -10-
<PAGE>


                  Company,  the Participant  shall pay to the Company the amount
                  of any gain  realized  or payment  received as a result of the
                  rescinded  exercise,  payment or delivery pursuant to a Grant.
                  Such  payment  shall be made either in cash or by returning to
                  the Company the number of shares of Stock that the Participant
                  received in connection with the rescinded exercise, payment or
                  delivery.

      (d)   Nonassignability.

            (i)   Except  pursuant to Section  6(e)(iii) and except as set forth
                  in Section  6(d)(ii),  no Grant or any other benefit under the
                  Plan shall be  assignable  or  transferable,  or payable to or
                  exercisable  by, anyone other than the  Participant to whom it
                  was granted.

            (ii)  Where a Participant  terminates employment and retains a Grant
                  pursuant  to  Section  6(e)(ii)  in order to assume a position
                  with a  governmental,  charitable or educational  institution,
                  the Board or Committee,  in its  discretion  and to the extent
                  permitted by law, may authorize a third party  (including  but
                  not limited to the trustee of a "blind" trust),  acceptable to
                  the applicable governmental or institutional authorities,  the
                  Participant  and the Board or  Committee,  to act on behalf of
                  the Participant with regard to such Awards.

      (e)   Termination  of  Employment.  If the  employment  or  service to the
            Company of a Participant  terminates,  other than pursuant to any of
            the following  provisions  under this Section 6(e), all unexercised,
            deferred and unpaid Stock Awards or Restricted Stock Purchase Offers
            shall be cancelled immediately,  unless the Stock Award Agreement or
            Restricted Stock Purchase Offer provides otherwise:

            (i)   Retirement   Under  a   Company   Retirement   Plan.   When  a
                  Participant's  employment terminates as a result of retirement
                  in accordance with the terms of a Company retirement plan, the
                  Board or Committee may permit Stock Awards or Restricted Stock
                  Purchase  Offers  to  continue  in effect  beyond  the date of
                  retirement in accordance  with the applicable  Grant Agreement
                  and the  exercisability  and vesting of any such Grants may be
                  accelerated.

            (ii)  Rights  in  the  Best   Interests  of  the  Company.   When  a
                  Participant  resigns  from the Company and, in the judgment of
                  the Board or Committee,  the acceleration  and/or continuation
                  of  outstanding  Stock  Awards or  Restricted  Stock  Purchase
                  Offers  would be in the best  interests  of the  Company,  the
                  Board or Committee may (i) authorize,  where appropriate,  the
                  acceleration  and/or continuation of all or any part of Grants
                  issued prior to such termination and (ii) permit the exercise,
                  vesting  and  payment of such Grants for such period as may be
                  set  forth  in the  applicable  Grant  Agreement,  subject  to
                  earlier cancellation  pursuant to Section 9 or at such time as
                  the Board or Committee  shall deem the  continuation of all or
                  any part of the Participant's  Grants are not in the Company's
                  best interest.

            (iii) Death or Disability of a Participant.

                  (1)   In the event of a Participant's death, the Participant's
                        estate or  beneficiaries  shall  have a period up to the
                        expiration date specified in the Grant Agreement  within



                                      -11-
<PAGE>


                        which to receive or exercise any outstanding  Grant held
                        by the Participant  under such terms as may be specified
                        in the applicable  Grant  Agreement.  Rights to any such
                        outstanding  Grants  shall  pass by will or the  laws of
                        descent and  distribution in the following order: (a) to
                        beneficiaries so designated by the Participant; if none,
                        then (b) to a legal  representative  of the Participant;
                        if none,  then (c) to the  persons  entitled  thereto as
                        determined by a court of competent jurisdiction.  Grants
                        so  passing  shall  be made at  such  times  and in such
                        manner as if the Participant were living.

                  (2)   In the  event a  Participant  is  deemed by the Board or
                        Committee  to be  unable  to  perform  his or her  usual
                        duties by reason of mental disorder or medical condition
                        which does not result  from facts which would be grounds
                        for termination for cause, Grants and rights to any such
                        Grants may be paid to or exercised  by the  Participant,
                        if legally  competent,  or a committee or other  legally
                        designated guardian or representative if the Participant
                        is legally incompetent by virtue of such disability.

                  (3)   After  the death or  disability  of a  Participant,  the
                        Board or  Committee  may in its sole  discretion  at any
                        time (1) terminate restrictions in Grant Agreements; (2)
                        accelerate any or all installments  and rights;  and (3)
                        instruct the Company to pay the total of any accelerated
                        payments  in  a  lump  sum  to  the   Participant,   the
                        Participant's  estate,  beneficiaries or representative;
                        notwithstanding that, in the absence of such termination
                        of restrictions or acceleration of payments,  any or all
                        of the  payments  due under the Grant  might  ultimately
                        have become payable to other beneficiaries.

                  (4)   In the event of uncertainty as to  interpretation  of or
                        controversies    concerning    this   Section   6,   the
                        determinations of the Board or Committee, as applicable,
                        shall be binding and conclusive.

7.    Investment  Intent.  All Grants  under the Plan are  intended to be exempt
      from   registration   under  the  Securities  Act  provided  by  Rule  701
      thereunder.  Unless and until the granting of Options or sale and issuance
      of Stock subject to the Plan are  registered  under the  Securities Act or
      shall be exempt pursuant to the rules promulgated  thereunder,  each Grant
      under the Plan shall provide that the purchases or other  acquisitions  of
      Stock thereunder shall be for investment  purposes and not with a view to,
      or for resale in  connection  with,  any  distribution  thereof.  Further,
      unless the issuance and sale of the Stock have been  registered  under the
      Securities Act, each Grant shall provide that no shares shall be purchased
      upon the  exercise of the rights under such Grant unless and until (i) all
      then  applicable  requirements  of state and federal  laws and  regulatory
      agencies  shall have been fully complied with to the  satisfaction  of the
      Company and its  counsel,  and (ii) if  requested to do so by the Company,
      the person  exercising  the rights  under the Grant shall (i) give written
      assurances  as  to  knowledge   and   experience  of  such  person  (or  a
      representative  employed by such person) in financial and business matters
      and the ability of such person (or  representative) to evaluate the merits
      and risks of  exercising  the Option,  and (ii) execute and deliver to the
      Company a letter of  investment  intent  and/or such other form related to
      applicable exemptions from registration, all in such form and substance as
      the Company may require.  If shares are issued upon exercise of any rights
      under a Grant without  registration  under the Securities Act,  subsequent
      registration  of such shares shall  relieve the  purchaser  thereof of any
      investment  restrictions or representations made upon the exercise of such
      rights.



                                      -12-
<PAGE>


8.    Amendment,  Modification,  Suspension or  Discontinuance  of the Plan. The
      Board may, insofar as permitted by law, from time to time, with respect to
      any  shares at the time not  subject  to  outstanding  Grants,  suspend or
      terminate the Plan or revise or amend it in any respect whatsoever, except
      that without the  approval of the  shareholders  of the  Company,  no such
      revision or amendment  shall (i) increase the number of shares  subject to
      the Plan,  (ii)  decrease the price at which Grants may be granted,  (iii)
      materially increase the benefits to Participants, or (iv) change the class
      of persons eligible to receive Grants under the Plan;  provided,  however,
      no such action shall alter or impair the rights and obligations  under any
      Option,  or Stock Award, or Restricted Stock Purchase Offer outstanding as
      of the  date  thereof  without  the  written  consent  of the  Participant
      thereunder. No Grant may be issued while the Plan is suspended or after it
      is terminated, but the rights and obligations under any Grant issued while
      the Plan is in effect shall not be impaired by suspension  or  termination
      of the Plan.

              In the event of any change in the outstanding Stock by reason of a
      stock split, stock dividend,  combination or  reclassification  of shares,
      recapitalization, merger, or similar event, the Board or the Committee may
      adjust proportionally (a) the number of shares of Stock (i) reserved under
      the Plan,  (ii)  available  for Incentive  Stock Options and  Nonstatutory
      Options and (iii) covered by outstanding  Stock Awards or Restricted Stock
      Purchase Offers;  (b) the Stock prices related to outstanding  Grants; and
      (c) the appropriate Fair Market Value and other price  determinations  for
      such Grants.  In the event of any other change  affecting the Stock or any
      distribution  (other than normal cash dividends) to holders of Stock, such
      adjustments  as may be deemed  equitable  by the  Board or the  Committee,
      including  adjustments to avoid fractional  shares,  shall be made to give
      proper  effect  to  such  event.  In  the  event  of a  corporate  merger,
      consolidation,    acquisition   of   property   or   stock,    separation,
      reorganization  or  liquidation,  the  Board  or the  Committee  shall  be
      authorized  to  issue  or  assume  stock  options,  whether  or  not  in a
      transaction to which Section 424(a) of the Code applies,  and other Grants
      by means of  substitution  of new Grant  Agreements for previously  issued
      Grants or an assumption of previously issued Grants.

9.    Tax  Withholding.  The Company  shall have the right to deduct  applicable
      taxes from any Grant  payment  and  withhold,  at the time of  delivery or
      exercise of Options,  Stock Awards or Restricted  Stock Purchase Offers or
      vesting of shares under such Grants,  an appropriate  number of shares for
      payment of taxes  required  by law or to take such other  action as may be
      necessary  in the opinion of the Company to satisfy  all  obligations  for
      withholding  of such taxes.  If Stock is used to satisfy tax  withholding,
      such stock  shall be valued  based on the Fair  Market  Value when the tax
      withholding is required to be made.

10.   Availability  of  Information.  During  the  term  of  the  Plan  and  any
      additional  period during which a Grant granted pursuant to the Plan shall
      be  exercisable,  the  Company  shall make  available,  not later than one
      hundred and twenty  (120) days  following  the close of each of its fiscal
      years,  such financial and other  information  regarding the Company as is
      required by the bylaws of the Company and  applicable  law to be furnished
      in an annual report to the shareholders of the Company.

11.   Notice.  Any  written  notice  to  the  Company  required  by  any  of the
      provisions of the Plan shall be addressed to the chief  personnel  officer
      or to the chief executive officer of the Company, and



                                      -13-
<PAGE>


      shall  become  effective  when it is  received  by the office of the chief
      personnel officer or the chief executive officer.

12.   Indemnification   of  Board.   In  addition   to  such  other   rights  or
      indemnifications  as they may have as directors or  otherwise,  and to the
      extent  allowed  by  applicable  law,  the  members  of the  Board and the
      Committee  shall be  indemnified  by the Company  against  the  reasonable
      expenses,  including attorneys' fees, actually and necessarily incurred in
      connection with the defense of any claim,  action, suit or proceeding,  or
      in connection with any appeal thereof, to which they or any of them may be
      a party by reason of any action  taken,  or  failure  to act,  under or in
      connection with the Plan or any Grant granted thereunder,  and against all
      amounts paid by them in settlement  thereof  (provided such  settlement is
      approved by independent  legal counsel selected by the Company) or paid by
      them in  satisfaction  of a judgment  in any such claim,  action,  suit or
      proceeding, except in any case in relation to matters as to which it shall
      be adjudged in such claim,  action,  suit or proceeding that such Board or
      Committee member is liable for negligence or misconduct in the performance
      of  his or  her  duties;  provided  that  within  sixty  (60)  days  after
      institution  of any such  action,  suit or  Board  proceeding  the  member
      involved shall offer the Company, in writing, the opportunity,  at its own
      expense, to handle and defend the same.

13.   Governing  Law.  The Plan and all  determinations  made and actions  taken
      pursuant hereto,  to the extent not otherwise  governed by the Code or the
      securities laws of the United States,  shall be governed by the law of the
      State of New York and construed accordingly.

14.   Effective and Termination Dates. The Plan shall become effective on the
      date it is approved by the Board of Directors.