GRAPHON CORPORATION
                           2008 EQUITY INCENTIVE PLAN

                                I.  INTRODUCTION

1.1. Purposes. The purposes of the 2008 Equity Incentive Plan (the "Plan") of
GRAPHON CORPORATION (the "Company"), and its subsidiaries (individually a
"Subsidiary" and collectively the "Subsidiaries") are (i) to align the interests
of the Company's stockholders and the grantees of awards under this Plan by
increasing the proprietary interest of such grantees in the Company's growth and
success, (ii) to advance the interests of the Company by attracting and
retaining officers, other employees, consultants, advisors and well-qualified
persons who are not officers or employees of the Company for service as
directors of the Company, and (iii) to motivate such persons to act in the
long-term best interests of the Company's stockholders. For purposes of this
Plan, references to employment by the Company shall also mean employment by a
Subsidiary and, in the case of a consultant or advisor who is not an employee,
the rendering of services to the Company or a Subsidiary. A person shall have a
termination of employment for purposes of this Plan when such person no longer
performs services for the Company or any Subsidiary as an employee, director,
consultant or advisor.

1.2. Administration. This Plan shall be administered either by the Board of
Directors of the Company (the "Board") or by a committee (the "Committee")
designated by the Board consisting of one or more members of the Board, each of
whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As used
herein, the term "Committee" shall mean the Board if no such committee is
designated, and shall mean such committee during such times as it is so
designated.

      The Committee shall, subject to the terms of this Plan, select eligible
persons for participation in this Plan and shall determine the type of award and
the number of shares of Common Stock subject to each award granted hereunder,
the exercise price of each option award, the time and conditions of vesting or
exercisability of each award and all other terms and conditions of each award,
including, without limitation, the form of the written award agreement between
the Company and the grantee that evidences each award and sets forth the terms
and conditions of such award (the "Agreement"). The Committee shall, subject to
the terms of this Plan, interpret this Plan and the application thereof,
establish such rules and regulations it deems necessary or desirable for the
administration of this Plan and may impose, incidental to the grant of an award,
conditions with respect to the grant, such as limiting competitive employment or
other activities. All such interpretations, rules, regulations and conditions
shall be final, binding and conclusive. The Committee may, in its sole
discretion and for any reason at any time, take action to cause all or any
portion of a grantee's outstanding awards to become vested or exercisable in
part or in full and/or to extend the period during which an optionee may
exercise an option following such optionee's termination of employment;
provided, however, that the exercise period of an option may not be extended
beyond the earlier of (i) the tenth anniversary of the grant of such option or
(ii) the original expiration of such option. The Committee may amend or modify
an outstanding option to lower the option price or cancel an outstanding option
and issue an new option with a lower option price (an "option repricing")
without the prior approval of the stockholders of the Company; provided,

<PAGE>

however, that except as provided in Section 4.7 or 4.8 hereof, the option price
on the option resulting from such option repricing shall not be less than the
Fair Market Value of a share of Common Stock on the date the Committee approves
such option repricing.

      The Committee may delegate some or all of its power and authority
hereunder to the Chief Executive Officer or other executive officer of the
Company as the Committee deems appropriate; provided, however, that the
Committee may not delegate its power and authority with regard to the selection
for participation in this Plan of an officer or other person subject to Section
16 of the Exchange Act or decisions concerning the timing, pricing or amount of
an award grant to such an officer or other person.

      No member of the Board of Directors or the Committee, and neither the
Chief Executive Officer nor other executive officer to whom the Committee
delegates any of its power and authority hereunder, shall be liable for any act,
omission, interpretation, construction or determination made in connection with
this Plan in good faith, and the members of the Board of Directors and the
Committee and the Chief Executive Officer or other executive officer shall be
entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including attorneys' fees) arising therefrom to
the full extent permitted by law and under any directors' and officers'
liability insurance that may be in effect from time to time.

      A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by all of the members of the Committee without a meeting.

1.3. Eligibility. Participants in this Plan shall consist of such non-employee
directors, officers, other employees, consultants and advisors of the Company
and its Subsidiaries as the Committee in its sole discretion may select from
time to time. The Committee's selection of a person to participate in this Plan
at any time shall not require the Committee to select such person to participate
in this Plan at any other time. For purposes of this Plan, the term "Subsidiary"
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
award, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.

1.4. Shares Available. Subject to adjustment as provided in Section 4.7,
3,000,000 shares of the common stock, par value $0.0001 per share, of the
Company ("Common Stock"), shall be available for issuance pursuant to grants of
awards under this Plan. To the extent that shares of Common Stock subject to an
outstanding award under this Plan are not issued or delivered by reason of the
expiration, termination, cancellation or forfeiture of such award, then such
shares of Common Stock shall again be available under this Plan. If any shares
of Common Stock subject to an award granted hereunder are withheld and applied
as payment in connection with the exercise of an award or the withholding or
payment of taxes related thereto ("Returned Shares"), such Returned Shares shall
again be available for issuance under this Plan.

      Shares of Common Stock shall be made available from authorized and
unissued shares of Common Stock, or authorized and issued shares of Common Stock
reacquired and held as treasury shares or otherwise or a combination thereof.



                                     - 2 -
<PAGE>

                               II.  STOCK OPTIONS

2.1.  Grants of Stock Options. The Committee may, in its discretion, grant
options to purchase shares of Common Stock to such eligible persons as may be
selected by the Committee. Each option shall be a non-qualified stock option.
No option granted under this Plan shall be an incentive stock option described
in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any successor provision, which is intended by the Committee to constitute an
incentive stock option. Each stock option shall be granted within ten years of
the effective date of this Plan.

2.2.  Terms of Stock Options. Options shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of this Plan, as the Committee shall deem
advisable:

      (a)  Number of Shares and Purchase Price. The number of shares of Common
Stock subject to an option and the purchase price per share of Common Stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that such purchase price shall not be less than 100% of the
Fair Market Value of a share of Common Stock on the date of grant of such
option. "Fair Market Value" of a share of Common Stock shall mean the closing
transaction price of a share of Common Stock as reported on the OTC Bulletin
Board, or other exchange where the Common Stock is listed, on the date as of
which such value is being determined or, if there shall be no reported
transactions on such date, on the next preceding date for which transactions
were reported; provided that if Fair Market Value for any date cannot be
determined as above provided, Fair Market Value shall be determined by the
Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.

      (b)  Option Period and Exercisability. The period during which an option
may be exercised shall be determined by the Committee; provided, however, that
no stock option shall be exercisable later than ten years after its date of
grant. The Committee may, in its discretion, establish performance measures or
other criteria which shall be satisfied or met as a condition to the grant of an
option or to the exercisability of all or a portion of an option. The Committee
shall determine whether an option shall become exercisable in cumulative or
non-cumulative installments and in part or in full at any time. An exercisable
option, or portion thereof, may be exercised only with respect to whole shares
of Common Stock.

      (c)  Method of Exercise. An option may be exercised (i) by giving written
notice to the Company specifying the number of whole shares of Common Stock to
be purchased and accompanied by payment therefor in full (or arrangement made
for such payment to the Company's satisfaction) either (A) in cash, (B) by
delivery of previously owned whole shares of Common Stock having an aggregate
Fair Market Value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise, (C) in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise, or (D) a combination of (A), (B) and (C), in
each case to the extent not prohibited by the Agreement relating to the option
and (ii) by executing such documents as the Company may reasonably request;
provided, however, that notwithstanding the foregoing or anything in the
Agreement relating to such option to the contrary, the Company shall have sole
discretion to disapprove of an election pursuant to clauses (B)-(D). Any


                                     - 3 -
<PAGE>

fraction of a share of Common Stock which would be required to pay such purchase
price shall be disregarded and the remaining amount due shall be paid in cash by
the optionee. No certificate representing Common Stock shall be delivered until
the full purchase price therefor has been paid (or arrangement made for such
payment to the Company's satisfaction).

2.3.  Termination of Employment.(a) Total Disability. Unless otherwise specified
in the Agreement relating to an option, if an optionee has a termination of
employment by reason of Total Disability, each option held by such optionee
shall be exercisable only to the extent that such option is exercisable on the
effective date of such optionee's termination of employment and may thereafter
be exercised by such optionee (or such optionee's legal representative or
similar person) until and including the earliest to occur of (i) the date which
is one year (or such other period as set forth in the Agreement relating to such
option) after the effective date of such optionee's termination of employment,
and (ii) the expiration date of the term of such option. For purposes of this
Plan, "Total Disability" shall, with respect to any grantee who at such time has
a written employment agreement with the Company, mean the permanent and total
disability of such grantee as described in such agreement; and otherwise shall
mean the inability of such grantee substantially to perform such grantee's
duties and responsibilities for a continuous period of six months.

      (a)  Death. Unless otherwise specified in the Agreement relating to an
option, if an optionee has a termination of employment by reason of death, each
option held by such optionee shall be exercisable only to the extent that such
option is exercisable on the date of such optionee's death and may thereafter be
exercised by such optionee's executor, administrator, legal representative,
beneficiary or similar person until and including the earliest to occur of (i)
the date which is one year (or such other period as set forth in the Agreement
relating to such option) after the date of death and (ii) the expiration date of
the term of such option.

      (b)  Termination by Company for Cause. Unless otherwise specified in the
Agreement relating to an option, if an optionee's employment is terminated by
the Company for Cause, each option held by such optionee shall terminate
automatically on the date of such termination of employment. For purposes of
this Plan, "Cause" shall, with respect to any grantee who at such time has a
written employment agreement with the Company, have the meaning ascribed thereto
in such agreement, but shall not include termination by reason of a grantee's
Total Disability notwithstanding any language to the contrary in such employment
agreement. If the grantee does not have an employment agreement that defines
Cause, Cause shall mean the grantee's willful and continued failure to
substantially perform their duties with the Company (other than a failure
resulting from the grantee's Total Disability), the willful engagement in
conduct which is demonstrably injurious to the Company or any Subsidiary,
monetarily or otherwise, including conduct that, in the reasonable judgment of
the Company, does not conform to the standard of the Company's executives, any
act of dishonesty, commission of a felony or a significant violation of any
statutory or common law duty of loyalty to the Company.

      (c)  Other Termination of Optionee. Unless otherwise specified in the
Agreement relating to an option, if an optionee has a termination of employment
for any reason other than Total Disability or death or by the Company for Cause,
each option held by such optionee shall be exercisable only to the extent that
such option is exercisable on the effective date of such optionee's termination
of employment and may thereafter be exercised by such optionee (or such
optionee's legal representative or similar person) until and including the


                                     - 4 -
<PAGE>

earliest to occur of (i) the date which is 90 days (or such other period as set
forth in the Agreement relating to such option) after the effective date of such
optionee's termination of employment, and (ii) the expiration date of the term
of such option; provided, however, that if the optionee's employment with the
Company is terminated by the Company without Cause within the nine-month period
following the consummation of a Corporate Transaction (as defined in Section
4.8(a)), each option held by such optionee shall become fully exercisable, and
may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earliest to occur of
(i) the date which is 90 days after the effective date of such optionee's
termination of employment and (ii) the expiration date of the term of such
option.

      (d)  Death Following Termination of Employment. Unless otherwise specified
in the Agreement relating to an option, if an optionee dies following his or her
termination of employment, each outstanding option then held by such optionee
shall be exercisable only to the extent that such option was exercisable on the
date of such optionee's death and may thereafter be exercised by such optionee's
executor, administrator, legal representative, beneficiary or similar person,
as the case may be, until and including the earliest to occur of (i) the date
which is one year (or such other period as set forth in the Agreement relating
to such option) after the date of death and (ii) the expiration date of the term
of such option.

                         III. PERFORMANCE VESTED STOCK

3.1.  Grants of Performance Vested Stock. The Committee may, in its discretion,
grant performance vested stock awards with respect to shares of Common Stock to
such non-employee directors, officers, consultants and advisors as may be
selected by the Committee. Such awards may at the discretion of the Committee be
either current grants of shares of Common Stock or deferred grants of Common
Stock. A current grant is an award of shares of Common Stock, which are
nontransferable and subject to a substantial risk of forfeiture unless and until
the vesting conditions are met. A deferred grant is an award, which provides
that shares of Common Stock will be issued in the future when and if the vesting
conditions are met.

3.2.  Terms of Performance Vested Stock Awards.. Performance vested stock awards
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem advisable:

      (a)  Number of Shares. The number of shares of Common Stock subject to a
performance vested stock award shall be determined by the Committee.

      (b)  Restriction Period. The period (the "Restriction Period") during
which the transfer of shares of Common Stock subject to a performance vested
stock award are limited in some way, and are subject to a substantial risk of
forfeiture.

      (c)  Performance Vesting Measures and Targets. The performance measures
and targets which shall be satisfied or met as a condition to the accelerated
vesting of a performance vested stock award shall be determined by the
Committee. The performance measures shall be chosen from among the following
business criteria, or such other business criteria as the Committee deems
appropriate:



                                     - 5 -
<PAGE>

           (i)     earnings before interest, taxes, depreciation and
                   amortization ("EBITDA");

           (ii)    consolidated pre-tax earnings;

           (iii)   revenues;

           (iv)    net earnings;

           (v)     operating income;

           (vi)    earnings before interest and taxes;

           (vii)   cash flow measures;

           (viii)  return on equity;

           (ix)    return on net assets employed;

           (x)     earnings per share;

           (xi)    net income excluding special or non-recurring items;

           (xii)   total shareholder return; and

           (xiii)  operating margin.

      The Committee shall have the discretion to select the performance measures
and to establish the performance targets applicable to such performance measures
on a grant-by-grant basis.

      (d) Vesting. Each performance vested stock award, or a specified portion
thereof, shall become fully vested and, subject to Section 4.6, freely
transferable (and in the case of a deferred grant, the underlying shares of
Common Stock subject to such performance vested stock award shall be immediately
issued) upon achievement during its Restriction Period for the performance
targets set forth therein. If such performance targets are not achieved during
such Restriction Period, the performance vested stock award will be forfeited
and shall be returned to the Company.

      (e) Voting Rights. Except as otherwise provided in the Agreement relating
to a performance vested stock award, the grantee of a current performance vested
stock award granted hereunder shall have the right to exercise full voting
rights with respect to the shares of Common Stock subject to such performance
vested stock award during the period of restriction.

      (f) Dividends and Other Distributions. Except as otherwise provided in the
Agreement relating to a performance vested stock award, during the period of
restriction, the grantee of a current performance vested stock award granted
hereunder shall be credited with regular cash dividends paid with respect to the
underlying shares of Common Stock subject to such performance vested stock


                                     - 6 -
<PAGE>

award. The Committee may apply any restrictions to the dividends that the
Committee deems appropriate.

      (g) Termination of Employment. If the grantee of a performance vested
stock award has a termination of employment for any reason, the portion of such
performance vested stock award that has not vested on or before the effective
date of such grantee's termination of employment shall be forfeited to and
canceled by the Company.

                                  IV. GENERAL

4.1. Effective Date and Term of Plan. This Plan became effective as of
November 19, 2008, the date of approval of this Plan by the Board of Directors.
This Plan shall terminate on the tenth anniversary of its effective date, unless
terminated earlier by the Board. Termination of this Plan shall not affect the
terms or conditions of any award granted prior to termination.

4.2. Amendments.(a) The Board may, at any time and from time to time, alter,
amend, suspend, discontinue or terminate the Plan in whole or in part without
the approval of the Company's stockholders, except that (a) any amendment or
alteration shall be subject to the approval of the Company's stockholders if
such stockholder approval is required by any federal or state law or regulation
or the rules of any stock exchange or automated quotation system on which the
shares of Common Stock may then be listed or quoted, and (b) the Board may
otherwise, in its discretion, determine to submit other such amendments or
alterations to stockholders for approval.

4.3. Agreement. No award shall be valid until an Agreement is executed by the
Company and the grantee and, upon execution by the Company and the grantee and
delivery of the Agreement to the Company, such award shall be effective as of
the effective date set forth in the Agreement.

4.4. Non-Transferability.

       (a) Except as provided in subsection (b) below, no award granted
hereunder shall be transferable other than (i) by will or the laws of descent
and distribution or pursuant to beneficiary designation procedures approved by
the Company or (ii) pursuant to a binding domestic relations order. Except to
the extent permitted by this Section 4.4, each option may be exercised during
the optionee's lifetime only by the optionee or the optionee's legal
representative or similar person. Except as permitted by this Section 4.4, no
award hereunder shall be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by operation of law or otherwise)
or be subject to execution, attachment or similar process. Upon any attempt to
so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose
of any award hereunder, such award and all rights thereunder shall immediately
become null and void. The restrictions set forth in this Section 4.4(a) shall
not apply to any fully vested shares of Common Stock delivered in respect of
any award granted hereunder.

      (b) Notwithstanding subsection (a) above, to the extent provided in the
Agreement or otherwise permitted by the Committee, an award may be transferred,
without consideration, to a Permitted Transferee. For this purpose, a "Permitted
Transferee" in respect of any grantee of an award means any member of the
Immediate Family (as defined below) of such grantee, any trust of which all of
the primary beneficiaries are such grantee or members of his or her Immediate


                                     - 7 -
<PAGE>

Family, or any partnership (including limited liability companies and similar
entities) of which all of the partners or members are such grantee or members of
his or her Immediate Family; and the "Immediate Family" of a grantee means the
grantee's spouse, children, stepchildren, grandchildren, parents, stepparents,
siblings, grandparents, nieces and nephews or the spouse of any of the foregoing
individuals. Such award may be exercised by such transferee in accordance with
the terms of such award.

4.5. Tax Withholding. The Company and its Subsidiaries shall have the right to
require, prior to the issuance or delivery of any shares of Common Stock,
payment by the grantee of any Federal, state, local or other taxes which may be
required to be withheld or paid in connection with an award hereunder. Unless
otherwise provided in an Agreement relating to an award, (i) the grantee may
elect to have the Company withhold whole shares of Common Stock which would
otherwise be delivered upon exercise or vesting of the award having an aggregate
Fair Market Value determined as of the date the obligation to withhold or pay
any and all such taxes which may arise in connection with the award (the "Tax
Date") in the minimum statutory amount necessary to satisfy any such obligation
or (ii) the grantee may satisfy any such obligation by any of the following
means: (A) a cash payment to the Company, (B) delivery to the Company of
previously owned whole shares of Common Stock having an aggregate Fair Market
Value determined as of the Tax Date, equal to the minimum statutory amount
necessary to satisfy any such obligation, (C) a cash payment by a broker-dealer
acceptable to the Company to whom the grantee of an option has submitted an
irrevocable notice of exercise, or (D) any combination of (A), (B) and (C), in
each case to the extent not prohibited by the Agreement relating to the award.
Any fraction of a share of Common Stock which would be required to satisfy such
an obligation shall be disregarded and the remaining amount due shall be paid in
cash by the grantee; provided, however, that the Committee shall have sole
discretion to disapprove of an election pursuant to any of clauses (i) or
(ii)(B)-(D) and that in the case of a grantee who is subject to Section 16 of
the Exchange Act, the Company may require that the method of satisfying any such
obligation be in compliance with Section 16 and the rules and regulations
thereunder. Any fraction of a share of Common Stock which would be required to
satisfy such an obligation shall be disregarded and the remaining amount due
shall be paid in cash by the grantee.

4.6. Restrictions on Shares. Each award hereunder shall be subject to the
requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of shares
thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any award hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

4.7. Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange


                                     - 8 -
<PAGE>

of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend (a "Corporate Transaction"), the number and type of securities
available under this Plan, the number and type of securities subject to each
outstanding award and the purchase price per security subject to an option shall
be appropriately adjusted by the Committee. In the case of an adjustments to
outstanding options pursuant to this Section 4.7 (i) such adjustments shall not
result in an increase in the aggregate purchase price of the securities subject
to such options and (ii) the ratio of the purchase price of the securities
subject to such options to the Fair Market Value of the securities subject to
such options immediately after such adjustment shall be no greater than the
ratio of the purchase price of the Common Stock subject to such options to the
Fair Market Value of the Common Stock immediately prior to such adjustment. The
decision of the Committee regarding any such adjustment shall be final and
binding. If any adjustment would result in a fractional security being (a)
available under this Plan, such fractional security shall be disregarded, or (b)
subject to an option under this Plan, the Company shall pay the grantee, in
connection with the first exercise of the option in whole or in part occurring
after such adjustment, an amount in cash determined by multiplying (A) the
fraction of such security (rounded to the nearest hundredth) by (B) the excess,
if any, of (x) the Fair Market Value of one share of the securities subject to
such option on the exercise date over (y) the option price per share of the
option.

4.8. Effect of Certain Transactions.

      (a) In the event of a Corporate Transaction involving the disposition of
all or substantially all of the Company's assets, a consummation of a merger or
consolidation in which the Company is not the surviving or resulting
corporation, or a sale of all or substantially all of the Company's outstanding
Common Stock to another person or corporation, then (unless otherwise specified
in the Agreement relating to an award), the Committee shall provide, at its
election made in its sole and absolute discretion, for one or more of the
following: (i) for each outstanding award, whether or not then vested or
exercisable, to be replaced with a comparable award with respect to shares of
capital stock of a successor or purchasing corporation or parent thereof (in the
manner described in Section 4.7), or (ii) for each outstanding award, whether or
not then vested or exercisable, to be assumed by a successor or purchasing
corporation or parent thereof (and, in the event of such assumption, each
outstanding award shall continue to be vested or exercisable, on the terms and
subject to the conditions set forth in, and in cumulative amounts at the times
provided in, the Agreement relating to such award but shall, from and after the
consummation of such Corporate Transaction, be with respect to the capital
stock, cash and/or other property received by the common stockholders of the
Company in such Corporate Transaction in an amount equal to what the grantee of
such award would have received had the award vested or been exercised
immediately prior to the consummation of such Corporate Transaction), or (iii)
for each outstanding award, whether or not then vested or exercisable, to become
vested or exercisable during such period prior to the scheduled consummation of
such Corporate Transaction as may be specified by the Committee; provided,
however, that such elections of the Committee shall apply identically, by their
terms, to all grantees of awards granted under this Plan (unless otherwise
required by an Agreement). In the event the Committee elects to cause the awards
not then otherwise exercisable to become exercisable prior to such Corporate
Transaction (an "Accelerated Award"), any exercise of an Accelerated Awards
shall be conditioned upon, and shall be effective only concurrently with, the
consummation of such Corporate Transaction; and if such Corporate Transaction is


                                     - 9 -
<PAGE>

not consummated, the exercise of such Accelerated Awards shall be of no further
force or effect (and an optionee may elect, with respect to the exercise during
such period of an option that was otherwise exercisable, to so condition such
exercise upon the consummation of the Corporate Transaction). All options not
exercised prior to the consummation of such Corporate Transaction (and which are
not being assumed by a successor or purchasing corporation or parent thereof)
shall terminate and be of no further force or effect as of the consummation of
such Corporate Transaction.

      (b) With respect to any optionee who is subject to Section 16 of the
Exchange Act, (i) notwithstanding the exercise periods set forth in Section 2.3,
or as set forth pursuant to such Section in any Agreement to which such optionee
is a party, and (ii) notwithstanding the expiration date of the term of such
option, in the event the Company is involved in a business combination pursuant
to which such optionee receives a substitute option with respect to securities
of any entity, including an entity directly or indirectly acquiring the Company,
then each outstanding option held by such optionee immediately prior to such
Corporate Transaction (or any option in substitution thereof) shall be
exercisable to the extent set forth in the Agreement evidencing such option
until and including the latest of (x) the date set forth pursuant to the then
applicable paragraph of Section 2.3 or the expiration date of the term of the
option, as the case may be, and (y) the date which is six months and one day
after the consummation of such business combination.

4.9. No Right of Participation or Employment. No person shall have any right to
participate in this Plan. Neither this Plan nor any award granted hereunder
shall confer upon any person any right to continued employment by the Company,
any Subsidiary or any affiliate of the Company or affect in any manner the right
of the Company, any Subsidiary or any affiliate of the Company to terminate the
employment of any person at any time without liability hereunder.

4.10. Rights as Stockholder. No person shall have any rights as a stockholder of
the Company with respect to any shares of Common Stock which are subject to an
award hereunder until such person becomes a stockholder of record with respect
to such shares of Common Stock.

4.11. Designation of Beneficiary. If permitted by the Company, a grantee may
file with the Committee a written designation of one or more persons as such
grantee's beneficiary or beneficiaries (both primary and contingent) in the
event of the grantee's death. To the extent an outstanding option granted
hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option.

      Each beneficiary designation shall become effective only when filed in
writing with the Committee during the grantee's lifetime on a form prescribed by
the Committee. The spouse of a married grantee domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.

      If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee's executor, administrator, legal representative or
similar person.

                                     - 10 -
<PAGE>

4.12. Governing Law. This Plan, each award hereunder and the related Agreement,
and all determinations made and actions taken pursuant thereto, to the extent
not otherwise governed by the laws of the United States, shall be governed by
the laws of the State of Delaware and construed in accordance therewith without
giving effect to principles of conflicts of laws.

4.13. Foreign Employees. Without amending this Plan, the Committee may grant
awards to eligible persons who are foreign nationals on such terms and
conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes of this Plan and, in furtherance of such purposes the Committee may
make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or
jurisdictions in which the Company or its Subsidiaries operates or has
employees.


                                     - 11 -