Exhibit 10.3

                    SECURITY INTELLIGENCE TECHNOLOGIES, INC.

                             2002 STOCK OPTION PLAN

ARTICLE ONE

GENERAL PROVISIONS

   I. Purpose of the Plan

   The Security Intelligence Technologies, Inc. 2002 Stock Option
Plan (the "Plan") is intended to assist Security Intelligence
Technologies, Inc., a Delaware corporation (the "Company"), and any
entity which controls, is controlled by, or is under common control
with the Company ("Related Entities") in recruiting and retaining
employees, directors, officers, agents, consultants, independent
contractors and advisors (collectively, "Participants"), and in
compensating Participants by enabling them to participate in the
future success of the Company and the Related Entities and to
associate their interests with those of the Company and its
stockholders.

   Capitalized terms used and not otherwise defined shall have the
meanings assigned to such terms in the attached Appendix.

   II. Structure of the Plan

   Pursuant to the Plan, eligible persons may, at the discretion of
the Administrator, be granted options ("Stock Options") to purchase
shares of the Company's Common Stock, $.0001 par value per share (the
"Common Stock"). The Stock Options granted under the Plan are intended
to be either incentive stock options ("Incentive Stock Options")
within the meaning of Section 422A of the Internal Revenue Code of
1986, as amended ("Code"), or options that do not meet the
requirements of Incentive Stock Options ("Non-Statutory Stock
Options").

   III. Administration of the Plan

   A. The Plan shall be administered by the Board of Directors of the
Company (the "Board") or, in the event the Board shall appoint and/or
authorize a committee, such as the Compensation Committee, of two or
more members of the Board to administer the Plan by such committee
(the "Administrator"). The Administrator shall have authority to grant
Stock Options upon such terms (not inconsistent with the provisions of
the Plan) as the Administrator may consider appropriate. Such terms
may include conditions (in addition to those contained in this Plan)
on the exercisability, transferability or forfeitability of all or any
part of a Stock Option, including, by way of example and not
limitation, requirements that the Participant complete a specified
period of employment with or service to the Company or a Related
Entity, that the Company achieve a specified level of financial
performance or that the Company achieve a specified level of financial
return. Notwithstanding any such conditions, the Administrator may, in
its discretion, accelerate the time at which a Stock Option may be
exercised, transferred or become nonforfeitable. The Administrator
shall have the absolute discretion to determine whether specific
grants shall be of Incentive Stock Options or Non-Statutory Stock
Options. In addition, the Administrator shall have complete authority
to determine Fair Market Value, to interpret all provisions of the
Plan, to prescribe the form of the documents evidencing the grant of
Stock Options under the Plan ("Agreements"), to adopt, amend, and
rescind rules and regulations pertaining to the administration of the
Plan and to make all other determinations necessary or advisable for
the administration of this Plan. The express grant in the Plan of any
specific power to the Administrator shall not be construed as limiting
any power or authority of the Administrator. Any decision made, or
action taken, by the Administrator or in connection with the
administration of the Plan shall be final and conclusive. Neither the
Administrator nor any member of the Board shall be liable for any act
done in good faith with respect to the Plan, any Agreements or Stock
Options. All expenses of administering this Plan shall be borne by the
Company.

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   B. The Board, in its discretion, may appoint a committee of the
Board and delegate to such committee all or part of the Board's
authority and duties with respect to the Plan. The Board may revoke or
amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Board's delegate or delegates that
were consistent with the terms of the Plan.

   IV. Eligibility

   A. The persons eligible to participate in the Plan are as follows:

   (i) Employees, directors and officers of the Company or any
Related Entity;
   (ii) non-employee members of the Board or non-employee members of
the board of directors of any Related Entity; and
   (iii) consultants agents and other independent advisors who
provide services to the Company or to any Related Entity.

   V. Stock Subject to the Plan

   A. Shares Issued. Upon the exercise of a Stock Option, the Company
may issue to the Participant (or the Participant's broker if the
Participant so directs), shares of Common Stock from its authorized
but unissued Common Stock or reacquired Common Stock.

   B. Aggregate Limit. The maximum aggregate number of shares of
Common Stock that may be issued under the Plan shall not exceed
2,000,000 shares.

   C. Reallocation of Shares. If a Stock Option is terminated, in
whole or in part, for any reason other than its exercise, the number
of shares of Common Stock allocated to the Stock Option or portion
thereof may be reallocated to other Stock Options to be granted under
the Plan. Unvested shares issued under the Plan and subsequently
repurchased by the Company, at the option exercise or direct issue
price paid per share, pursuant to the Company's repurchase rights
under the Plan, shall be added back to the number of shares of Common
Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent Stock Options
under the Plan.

   D. Stock Split; Recapitalization. Should any change be made to the
Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class, without the
Company's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number of shares of Common Stock issuable
under the Plan and (ii) the number of shares of Common Stock and the
exercise price per share in effect under each outstanding Stock
Option, in order to prevent the dilution or enlargement of benefits
thereunder. The adjustments determined by the Administrator shall be
final, binding and conclusive. In no event shall any such adjustments
be made in connection with the conversion of one or more outstanding
shares of the Company's preferred stock into shares of Common Stock.

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ARTICLE TWO

STOCK OPTION GRANTS

   I. Stock Option Terms

   Each Stock Option shall be evidenced by an Agreement, consisting
of one or more documents in the form approved by the Administrator;
provided, however, that each such document shall comply with the terms
specified below. Each Agreement evidencing an Incentive Stock Option,
shall, in addition, be subject to the provisions of the Plan
applicable to Incentive Stock Options.

   A. Exercise Price.

   1. The exercise price per share for Common Stock purchased upon
the exercise of a Non-Statutory Stock Option shall be determined by
the Administrator on the date of grant.

   2. The exercise price per share of Common Stock purchased upon the
exercise of an Incentive Stock Option shall be such amount as the
Administrator shall, in its best judgement, determine to be not be
less than the Fair Market Value on the date the Incentive Stock Option
is granted, provided, however, that in the case of an Incentive Stock
Option granted to a Participant who, at the time such Incentive Stock
Option is granted owns stock of the Company or a Related Entity
possessing more than ten percent (10%) of the aggregate voting power
of all classes of stock of the Company or such Related Entity ("10%
Stockholder"), the exercise price per share of Common Stock purchased
upon the exercise of such Incentive Stock Option shall be such amount
as the Administrator shall, in its best judgement, determine to be not
less than one-hundred and ten percent (110%) of the Fair Market Value
on the date such Incentive Stock Option is granted.

   3. Unless otherwise provided by the Agreement, the exercise price
shall become immediately due upon exercise of a Stock Option and
shall, subject to the provisions of Section I of Article Three and the
Agreement, be payable in cash or check made payable to the Company.

   4. Cashless Exercise. Should the Common Stock be registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") at the time a Stock Option is exercised, then the
exercise price may also be paid as follows:

   (i) in shares of Common Stock held 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) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the
Participant shall concurrently provide irrevocable instructions (A) to
a Company-designated 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 exercise and
(B) to the Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale.

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   Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must
be made on the Exercise Date.

   B. Effect of Termination of Service.

   1. The following provisions shall govern the exercise of any Stock
Options held by a Participant at the time of cessation of Service or
death:

   (i) Should the Participant cease to remain in Service for any
reason other than death, Disability or Misconduct, then the
Participant shall have a period of three (3) months following the date
of such cessation of Service during which to exercise each outstanding
Stock Option held by such Participant.

   (ii) Should Participant's Service terminate by reason of
Disability, then the Participant shall have a period of six (6) months
following the date of such cessation of Service during which to
exercise each outstanding Stock Option held by such Participant.

   (iii) If the Participant dies while holding an outstanding Stock
Option, then the personal representative of his or her estate or the
person or persons to whom the Stock Option is transferred pursuant to
the Participant's will or the laws of descent and distribution shall
have a period of six (6) month following the date of the Participant's
death during which to exercise each outstanding Stock Option
previously held by such Participant.

   (iv) Under no circumstances, however, shall any such Stock Option
be exercisable after the specified expiration of the option term.

   (v) During the applicable post-Service exercise period, the Stock
Option may not be exercised in the aggregate for more than the number
of vested shares for which the Stock Option is exercisable on the date
of the Participant's cessation of Service. Upon the expiration of the
applicable post-Service exercise period or (if earlier) upon the
expiration of the option term, the Stock Option shall terminate and
cease to be outstanding for any vested shares for which the Stock
Option has not been exercised. However, the Stock Option shall,
immediately upon the Participant's cessation of Service, terminate and
cease to be outstanding with respect to any and all option shares for
which the Stock Option is not otherwise at the time exercisable or in
which the Participant is not otherwise at that time vested.

   (vi) Should Participant's Service be terminated for Misconduct,
then all outstanding Stock Options held by the Participant shall
terminate immediately and cease to remain outstanding.

   2. The Administrator shall have the discretion, exercisable either
at the time a Stock Option is granted or at any time while the Stock
Option remains outstanding, to:

   (i) extend the period of time for which the Stock Option is to
remain exercisable, following Participant's cessation of Service or
death, from the limited period otherwise in effect for that Stock
Option to such greater period of time as the Administrator shall deem
appropriate, but in no event beyond the expiration of the option term;
and/or

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   (ii) permit the Stock Option to be exercised, during the
applicable post-Service exercise period, not only with respect to the
number of vested shares of Common Stock for which such Stock Option is
exercisable at the time of the Participant's cessation of Service but
also with respect to one or more additional installments in which the
Participant would have vested under the Stock Option had the
Participant continued in Service.

   C. Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option
until such person shall have exercised the option, paid the exercise
price and become the record holder of the purchased shares.

   D. Unvested Shares. The Administrator shall have the discretion to
grant Stock Options which are exercisable for unvested shares of
Common Stock. Should the Participant cease Service while holding such
unvested shares, the Company shall have the right to repurchase, at
the exercise price paid per share, any or all of those unvested
shares. The terms upon which such repurchase right shall be
exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be
established by the Administrator and set forth in the document
evidencing such repurchase right.

   E. Limited Transferability of Stock Options. During the lifetime
of the Participant, the option shall be exercisable only by the
Participant and shall not be assignable or transferable other than by
will or by the laws of descent and distribution following the
Participant's death.

   II. Incentive Stock Options

   The terms specified below shall be applicable to all Incentive
Stock Options. Except as modified by the provisions of this Section
II, all the provisions of Articles One, Two and Three shall be
applicable to Incentive Stock Options. Stock Options which are
specifically designated as Non-Statutory Stock Options shall not be
subject to the terms of this Section II.

   A. Eligibility. Incentive Stock Options may only be granted to
Employees.

   B. Exercise Price. The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the option grant date, provided, however, that in the
case of an Incentive Stock Option granted to a 10% Stockholder, the
exercise price per share of Common Stock purchased upon the exercise
of such Incentive Stock Option shall be such amount as the
Administrator shall, in its best judgement, determine to be not less
than one-hundred and ten percent (110%) of the Fair Market Value on
the date such Incentive Stock Option is granted.

   C. Dollar Limitation. The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates
of grant) for which one or more Stock Options granted to any Employee
under the Plan (or any other option plan of the Company or any Related
Entity) may for the first time become exercisable as Incentive Stock
Options during any one (1) calendar year shall not exceed the sum of
One Hundred Thousand Dollars ($100,000). To the extent the Employee
holds two (2) or more such Stock Options which become exercisable for
the first time in the same calendar year, the foregoing limitation on
the exercisability of such options as Incentive Stock Options shall be
applied on the basis of the order in which such Stock Options are
granted.

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   D. Term of Incentive Stock Options. The maximum period in which an
Incentive Stock Option shall be exercisable shall be ten (10) years
from the date of grant, provided, however, that if any Employee to
whom an Incentive Stock Option is granted is a 10% Stockholder, then
the option term shall not exceed five (5) years measured from the
option grant date.

   III. Corporate Transaction

   A. The shares subject to each Stock Option outstanding under the
Plan at the time of a Corporate Transaction shall automatically vest
in full so that each such Stock Option shall, immediately prior to the
effective date of the Corporate Transaction, become fully exercisable
for all of the shares of Common Stock at the time subject to that
Stock Option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. However, the shares subject to an
outstanding Stock Option shall not vest on such an accelerated basis
if and to the extent:

   (i) such Stock Option is assumed by the successor Company (or
parent thereof) in the Corporate Transaction and any repurchase rights
of the Company with respect to the unvested option shares are
concurrently to be assigned to such successor Company (or parent
thereof) or (ii) such Stock Option is to be replaced with a cash
incentive program of the successor Company (or parent thereof) which
preserves the spread existing on the unvested option shares at the
time of the Corporate Transaction and provides for subsequent payout
in accordance with the same vesting schedule applicable to those
unvested option shares or (iii) the acceleration of such Stock Option
is subject to other limitations imposed by the Administrator at the
time of the option grant.

   B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any
Corporate Transaction, except to the extent: (i) those repurchase
rights are assigned to the successor Company (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated
vesting is precluded by other limitations imposed by the Administrator
at the time the repurchase right is issued.

   C. Immediately following the consummation of the Corporate
Transaction, all outstanding Stock Options shall terminate and cease
to be outstanding, except to the extent assumed by the successor
Company (or parent thereof).

   D. Each Stock Option which is assumed in connection with a
Corporate Transaction shall be appropriately adjusted, immediately
after such Corporate Transaction, to apply to the number and class of
securities which would have been issuable to the Participant in
consummation of such Corporate Transaction had the Stock Option been
exercised immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the
consummation of such Corporate Transaction and (ii) the exercise price
payable per share under each outstanding Stock Option, provided,
however, that the aggregate exercise price payable for such securities
shall remain the same.

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   E. The Administrator shall have the discretion, exercisable either
at the time a Stock Option is granted or at any time while a Stock
Option remains outstanding, to structure one or more Stock Options so
that those Stock Options shall automatically accelerate and vest in
full (and any repurchase rights of the Company with respect to the
unvested shares subject to those Stock Options shall immediately
terminate) upon the occurrence of a Corporate Transaction, whether or
not those Stock Options are to be assumed in the Corporate
Transaction.

   F. The Administrator shall also have full power and authority,
exercisable either at the time the Stock Option is granted or at any
time while the Stock Option remains outstanding, to structure such
Stock Option so that the shares subject to that Stock Option will
automatically vest on an accelerated basis should the Participant's
Service terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the
effective date of any Corporate Transaction in which the Stock Option
is assumed and the repurchase rights applicable to those shares do not
otherwise terminate. Any Stock Option so accelerated shall remain
exercisable for the fully-vested option shares until the expiration or
sooner termination of the option term. In addition, the Administrator
may provide that one or more of the Company's outstanding repurchase
rights with respect to shares held by the Participant at the time of
such Involuntary Termination shall immediately terminate on an
accelerated basis, and the shares subject to those terminated rights
shall accordingly vest at that time.

   G. The portion of any Incentive Stock Option accelerated in
connection with a Corporate Transaction shall remain exercisable as an
Incentive Stock Option only to the extent the applicable One Hundred
Thousand Dollar limitation is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated portion of such Incentive
Stock Option shall be exercisable as a Non-Statutory Option under the
Code.

   H. The grant of Stock Options under the Plan shall in no way
affect the right of the Company to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

   IV. Cancellation and Regrant of Stock Options

   The Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected Participants,
the cancellation of any or all outstanding Stock Options under the
Plan and to grant in substitution therefor new Stock Options covering
the same or different number of shares of Common Stock but with an
exercise price per share based on the Fair Market Value per share of
Common Stock on the new option grant date.

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ARTICLE THREE

MISCELLANEOUS

   I. Financing

   The Administrator may permit any Participant to pay the option
exercise price upon exercise of a Stock Option by delivering a
full-recourse, interest bearing promissory note payable in one or more
installments and secured by the purchased shares. The terms of any
such promissory note (including the interest rate and the terms of
repayment) shall be established by the Administrator in its sole
discretion. In no event may the maximum credit available to the
Participant exceed the sum of (i) the aggregate option exercise price
(less the par value of those shares) plus (ii) any Federal, state and
local income and employment tax liability incurred by the Participant
in connection with the option exercise.

   II. Effective Date and Term of Plan

   A. The Plan shall become effective on the date on which it is
adopted by the Board (the "Effective Date"), provided, however, that
if the Plan is not approved by a vote of the stockholders of the
Company within twelve (12) months after the Effective Date, the Plan
and any Benefits granted under the Plan shall terminate.

   B. The Plan shall terminate upon the earliest of (i) December 31,
2011, (ii) the date on which all shares of Common Stock available for
issuance under the Plan shall have been issued as vested shares or
(iii) the termination of all outstanding Stock Options in connection
with a Corporate Transaction. Upon such Plan termination, all Stock
Options and unvested stock issuances outstanding under the Plan shall
continue to have full force and effect in accordance with the
provisions of the Agreements.

   III. Amendment of the Plan

   A. The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and
obligations with respect to Stock Options or unvested stock issuances
at the time outstanding under the Plan unless the Participant or the
Participant consents to such amendment or modification. In addition,
certain amendments may require stockholder approval pursuant to
applicable laws and regulations.

   B. Stock Options may be granted under the Plan which are in excess
of the number of shares of Common Stock then available for issuance
under the Plan, provided any excess shares actually issued shall be
held in escrow until there is obtained stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock
available for issuance under the Plan. If such stockholder approval is
not obtained within twelve (12) months after the date the first such
excess grants are made, then (i) any unexercised Stock Options granted
on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Company shall promptly refund to the
Participants the exercise or purchase price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at
the applicable Short Term Federal Rate) for the period the shares of
Common Stock were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.

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   IV. Use of Proceeds

   Any cash proceeds received by the Company from the sale of shares
of Common Stock under the Plan shall be used for general corporate
purposes.

   V. Withholding

   The Company's obligation to deliver shares of Common Stock upon
the exercise of any Stock Options under the Plan shall be subject to
the satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements.

   VI. Regulatory Approvals

   The implementation of the Plan, the granting of any Stock Options
under the Plan and the issuance of any shares of Common Stock upon the
exercise of any Stock Option shall be subject to the Company's
procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan and the Stock Options
granted under it.

   VII. No Employment or Service Rights

   Nothing in the Plan shall confer upon a Participant any right to
continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Company (or
any Related Entity employing or retaining a Participant), which rights
are hereby expressly reserved, to terminate a Participant's Service at
any time for any reason, with or without cause.

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APPENDIX

   The following definitions shall be in effect under the Plan:

   A. Board shall mean the Company's Board of Directors.

   B. Committee shall mean a committee of two (2) or more Board
members appointed by the Board to exercise one or more administrative
functions under the Plan.

   C. Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Company is a party:

   (i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or
persons different from the persons holding those securities
immediately prior to such transaction, or

   (ii) the sale, transfer or other disposition of all or
substantially all of the Company's assets in complete liquidation or
dissolution of the Company.

   D. Disability shall mean the inability of the Participant to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment and shall be determined by
the Administrator on the basis of such medical evidence as the
Administrator deems warranted under the circumstances.

   E. Employee shall mean an individual who is in the employ of the
Company (or any Related Entity), subject to the control and direction
of the employer entity as to both the work to be performed and the
manner and method of performance.

   F. Fair Market Value per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

   (i) If the Common Stock is at the time traded on the Nasdaq
National Market, the SmallCap Market or the OTC Bulletin Board, then
the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as such price is reported on the
Nasdaq National Market, the SmallCap Market or the OTC Bulletin Board,
as the case may be. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.

   (ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the Stock
Exchange determined by the Administrator to be the primary market for
the Common Stock, as such price is officially quoted in the composite
tape of transactions on such exchange. If there is no closing selling
price for the Common Stock on the date in question, then the Fair
Market Value shall be the closing selling price on the last preceding
date for which such quotation exists.

   (iii) If the Common Stock is at the time neither listed on any
Stock Exchange nor traded on the Nasdaq National Market or SmallCap
Market or the OTC Bulletin Board, then the Fair Market Value shall be
determined by the Administrator after taking into account such factors
as the Administrator shall deem appropriate.

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   G. Involuntary Termination shall mean the termination of the
Service of any individual which occurs by reason of:

   (i) such individual's involuntary dismissal or discharge by the
Company for reasons other than Misconduct, or

   (ii) such individual's voluntary resignation following (A) a
change in his or her position with the Company which materially
reduces his or her duties and responsibilities or the level of
management to which he or she reports, or (B) a reduction in his or
her level of compensation (including base salary, fringe benefits and
target bonuses under any corporate-performance based bonus or
incentive programs) by more than thirty percent (30%).

   H. Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by a Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets
of the Company (or any Related Entity), or any other intentional
misconduct by such person adversely affecting the business or affairs
of the Company (or any Related Entity) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the
acts or omissions which the Company (or any Related Entity) may
consider as grounds for the dismissal or discharge of any Participant,
Participant or other person in the Service of the Company (or any
Related Entity).

   I. Administrator shall mean either the Board or the Committee
acting in its capacity as administrator of the Plan.

   J. Service shall mean the provision of services to the Company (or
any Related Entity) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically
provided in the documents evidencing the option grant.

   K. Stock Exchange shall mean either the American Stock Exchange or
the New York Stock Exchange.

   L. 10% Stockholder shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company
(or any Related Entity).