EXHIBIT 10.21

                                  EXOGEN, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                          ----------------------------

                     (As Amended through November 14, 1997)


       I.         PURPOSE OF THE PLAN

                  This Employee  Stock  Purchase Plan is intended to promote the
interests of Exogen,  Inc. by providing  eligible employees with the opportunity
to acquire a proprietary interest in the Corporation through  participation in a
payroll-deduction  based  employee stock purchase plan designed to qualify under
Section  423 of the Code.  Capitalized  terms  herein  shall  have the  meanings
assigned to such terms in the attached Appendix.

      II.         ADMINISTRATION OF THE PLAN

                  The Plan Administrator  shall have full authority to interpret
and construe any  provision of the Plan and to adopt such rules and  regulations
for  administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan  Administrator  shall be
final and binding on all parties having an interest in the Plan.

     III.         STOCK SUBJECT TO PLAN

                  A. The stock  purchasable  under  the Plan  shall be shares of
authorized but unissued or reacquired  Common Stock,  including shares of Common
Stock purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed  350,000  shares.
Such authorized  share reserve reflects the 1-for-2 reverse stock split effected
prior to the  Effective  Date and  includes (i) the  original  share  reserve of
150,000  shares  established  for the Plan and (ii) the  200,000-share  increase
adopted  by  the  Board  on  November  14,  1997,  subject  to  approval  by the
Corporation's stockholders at the 1998 Annual Meeting.

                  B. 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   Corporation's   receipt  of   consideration,   appropriate
adjustments  shall be made to (i) the  maximum  number  and class of  securities
issuable  under the  Plan,  (ii) the  maximum  number  and  class of  securities
purchasable  per  Participant  on any one Purchase Date and (iii) the number and
class of  securities  and the price per share in effect  under each  outstanding
purchase  right in order to prevent  the  dilution  or  enlargement  of benefits
thereunder.

      IV.         OFFERING PERIODS

                  A. Shares of Common Stock shall be offered for purchase  under
the Plan through a series of successive  offering periods until such time as (i)
the maximum  number of shares of Common Stock  available for issuance  under the
Plan  shall  have  been  purchased  or (ii)  the Plan  shall  have  been  sooner
terminated.
<PAGE>
                  B. Each  offering  period  shall be of such  duration  (not to
exceed twenty-four (24) months) as determined by the Plan Administrator prior to
the start date.  However,  the initial  offering  period  shall  commence at the
Effective  Time and  terminate on the last  business day in July 1997.  The next
offering  period shall  commence on the first  business day in August 1997,  and
subsequent   offering   periods  shall   commence  as  designated  by  the  Plan
Administrator.

                  C. Each offering  period shall be comprised of a series of one
or more successive  Purchase Periods.  Purchase Periods shall begin on the first
business day in February and August each year and terminate on the last business
day in July and January respectively each year.

       V.         ELIGIBILITY

                  A. Each  individual  who is an Eligible  Employee on the start
date of the initial  offering  period  shall be eligible to enter that  offering
period or any subsequent offering period under the Plan on the start date of any
Purchase Period within the applicable offering period on which he or she remains
an Eligible Employee.

                  B. Each  individual  who first  becomes an  Eligible  Employee
after the start date of the initial  offering  period shall be eligible to enter
that offering  period or any  subsequent  offering  period under the Plan on the
start date of any Purchase Period within the applicable offering period on which
he or she is an Eligible Employee with at least three (3) months of service with
the Corporation or any Corporate Affiliate.

                  C. The date an individual  enters an offering  period shall be
designated his or her Entry Date for purposes of that offering period.

                  D.  To  participate  in the  Plan  for a  particular  offering
period,  the Eligible  Employee must complete the enrollment forms prescribed by
the Plan  Administrator  (including  a stock  purchase  agreement  and a payroll
deduction  authorization  form) and file such forms with the Plan  Administrator
(or its designate) on or before his or her scheduled Entry Date.

      VI.         PAYROLL DEDUCTIONS

                  A. The payroll  deduction  authorized by the  Participant  for
purposes of acquiring  shares of Common Stock under the Plan may be any multiple
of one percent (1%) of the Cash Compensation paid to the Participant during each
Purchase  Period  within that  offering  period,  up to a maximum of ten percent
(10%).  The  deduction  rate so  authorized  shall  continue  in effect  for the
remainder of the offering  period,  except to the extent such rate is changed in
accordance with the following guidelines:

                                  (i) The  Participant  may,  at any time during
         the  offering  period,  reduce his or her rate of payroll  deduction to
         become  effective as soon as possible after filing the appropriate form
         with the Plan Administrator.  The Participant may not, however,  effect
         more than one (1) such reduction per Purchase Period.

                                  (ii)  The   Participant   may,  prior  to  the
         commencement  of any new Purchase  Period  within the offering  period,
         increase  the  rate  of his or her  payroll  deduction  by  filing  the
         appropriate form with the Plan  Administrator.  The new rate (which may
<PAGE>
         not exceed the ten percent (10%) maximum) shall become  effective as of
         the start  date of the  Purchase  Period  following  the filing of such
         form.

                  B.  Payroll  deductions  shall  begin  on the  first  pay  day
following  the  Participant's  Entry  Date into the  offering  period  and shall
(unless  sooner  terminated  by the  Participant)  continue  through the pay day
ending with or immediately  prior to the last day of that offering  period.  The
amounts so collected shall be credited to the  Participant's  book account under
the  Plan,  but no  interest  shall  be paid on the  balance  from  time to time
outstanding in such account.  The amounts  collected from the Participant  shall
not be held in any segregated  account or trust fund and may be commingled  with
the general assets of the Corporation and used for general corporate purposes.

                  C.  Payroll  deductions  shall  automatically  cease  upon the
termination  of  the  Participant's   purchase  right  in  accordance  with  the
provisions of the Plan.

                  D. The  Participant's  acquisition  of Common  Stock under the
Plan on any  Purchase  Date shall  neither  limit nor require the  Participant's
acquisition of Common Stock on any subsequent  Purchase Date, whether within the
same or a different offering period.

      VII.        PURCHASE RIGHTS

                  A. Grant of Purchase  Right. A Participant  shall be granted a
separate   purchase  right  for  each  offering   period  in  which  he  or  she
participates.  The purchase  right shall be granted on the  Participant's  Entry
Date into the offering period and shall provide the  Participant  with the right
to purchase shares of Common Stock, in a series of successive  installments over
the  remainder of such  offering  period,  upon the terms set forth  below.  The
Participant  shall execute a stock purchase  agreement  embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.

                  Under no circumstances  shall purchase rights be granted under
the Plan to any Eligible  Employee if such individual  would,  immediately after
the grant,  own (within the meaning of Code Section 424(d)) or hold  outstanding
options or other rights to purchase,  stock possessing five percent (5%) or more
of the  total  combined  voting  power or value of all  classes  of stock of the
Corporation or any Corporate Affiliate.

                  B. Exercise of the Purchase  Right.  Each purchase right shall
be  automatically  exercised in installments  on each  successive  Purchase Date
within the  offering  period,  and shares of Common Stock shall  accordingly  be
purchased  on behalf  of each  Participant  (other  than any  Participant  whose
payroll  deductions  have  previously  been  refunded  in  accordance  with  the
Termination of Purchase Right provisions  below) on each such Purchase Date. The
purchase shall be effected by applying the Participant's  payroll deductions for
the Purchase Period ending on such Purchase Date to the purchase of whole shares
of Common Stock at the  purchase  price in effect for the  Participant  for that
Purchase Date.

                  C.  Purchase  Price.  The  purchase  price  per share at which
Common Stock will be purchased on the Participant's behalf on each Purchase Date
within the offering  period shall be equal to  eighty-five  percent (85%) of the
lower  of  (i)  the  Fair  Market  Value  per  share  of  Common  Stock  on  the
<PAGE>
Participant's Entry Date into that offering period or (ii) the Fair Market Value
per share of Common Stock on that Purchase Date.  However,  for each Participant
whose Entry Date is other than the start date of the offering period, the clause
(i)  amount  shall in no event be less than the Fair  Market  Value per share of
Common Stock on the start date of that offering period.

                  D.  Number  of  Purchasable  Shares.  The  number of shares of
Common Stock  purchasable  by a  Participant  on each  Purchase  Date during the
offering  period  shall be the number of whole  shares  obtained by dividing the
amount  collected from the  Participant  through payroll  deductions  during the
Purchase  Period ending with that Purchase Date by the purchase  price in effect
for the  Participant  for that Purchase  Date.  However,  the maximum  number of
shares of Common Stock  purchasable  per  Participant  on any one Purchase  Date
shall not exceed 2,500 shares,  subject to periodic  adjustments in the event of
certain changes in the Corporation's capitalization.

                  E.  Excess  Payroll  Deductions.  Any payroll  deductions  not
applied to the purchase of shares of Common  Stock on any Purchase  Date because
they are not  sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Purchase Date. However, any payroll
deductions  not  applied  to the  purchase  of  Common  Stock by  reason  of the
limitation on the maximum number of shares purchasable by the Participant on the
Purchase Date shall be promptly refunded.

                  F.  Termination of Purchase  Right.  The following  provisions
shall govern the termination of outstanding purchase rights:

                                  (i) A  Participant  may,  at any time prior to
         the next  Purchase  Date in the offering  period,  terminate his or her
         outstanding purchase right by filing the appropriate form with the Plan
         Administrator  (or its designate),  and no further  payroll  deductions
         shall be collected from the Participant  with respect to the terminated
         purchase right.  Any payroll  deductions  collected during the Purchase
         Period in which such  termination  occurs shall,  at the  Participant's
         election, be immediately refunded or held for the purchase of shares on
         the next  Purchase  Date.  If no such election is made at the time such
         purchase right is  terminated,  then the payroll  deductions  collected
         with  respect to the  terminated  right  shall be  refunded  as soon as
         possible.

                                  (ii) The  termination  of such purchase  right
         shall be irrevocable,  and the Participant may not subsequently  rejoin
         the  offering  period  for  which  the  terminated  purchase  right was
         granted.  In order to resume  participation in any subsequent  offering
         period,  such individual must re-enroll in the Plan (by making a timely
         filing of the  prescribed  enrollment  forms)  on or before  his or her
         scheduled Entry Date into that offering period.

                                  (iii) Should the  Participant  cease to remain
         an Eligible  Employee for any reason  (other than death or  disability)
         while his or her purchase right remains outstanding, then that purchase
         right shall immediately terminate, and all of the Participant's payroll
         deductions  for the  Purchase  Period  in which the  purchase  right so
         terminates shall be immediately refunded.  Should the Participant cease
         to remain an Eligible  Employee by reason of death or disability  while
         his or her purchase right remains outstanding, then that purchase right
<PAGE>
         shall  immediately  terminate,  and  all of the  Participant's  payroll
         deductions  for the Purchase  Period in which such death or  disability
         occurs shall, at the election of the  Participant  (or, in the event of
         the   Participant's   death,   the  personal   representative   of  the
         Participant's estate), be immediately refunded or held for the purchase
         of shares on the next Purchase  Date. If no such election is made prior
         to the next Purchase Date, then the payroll  deductions  collected with
         respect to the terminated right shall be refunded as soon as possible.

                                  (iv) Should the Participant cease to remain in
         active service by reason of an approved  unpaid leave of absence,  then
         no further payroll  deductions shall be collected on the  Participant's
         behalf during such leave, and the Participant  shall have the election,
         exercisable  up until the last  business day of the Purchase  Period in
         which such leave commences,  to (a) withdraw all the payroll deductions
         collected on the  Participant's  behalf to date in that Purchase Period
         or (b) have such  funds held for the  purchase  of shares at the end of
         such Purchase Period.  Upon the Participant's  return to active service
         following the approved leave,  his or her payroll  deductions under the
         Plan shall  automatically  resume at the rate in effect at the time the
         leave  began,  provided  such  return to  service  occurs  prior to the
         expiration date of the offering period in which such leave began.

                  G.  Corporate  Transaction.  Each  outstanding  purchase right
shall automatically be exercised, immediately prior to the effective date of any
Corporate  Transaction,  by applying the payroll  deductions of each Participant
for the  Purchase  Period  in which  such  Corporate  Transaction  occurs to the
purchase of whole shares of Common Stock at a purchase  price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of
Common Stock on the  Participant's  Entry Date into the offering period in which
such  Corporate  Transaction  occurs or (ii) the Fair Market  Value per share of
Common  Stock  immediately  prior  to  the  effective  date  of  such  Corporate
Transaction.  However,  the applicable share  limitations per Participant  shall
continue to apply to any such  purchase,  and the clause (i) amount  above shall
not, for any Participant  whose Entry Date for the offering period is other than
the start date of that offering  period,  be less than the Fair Market Value per
share of Common Stock on such start date.

                  The Corporation shall use its best efforts to provide at least
ten  (10)-days   prior  written  notice  of  the  occurrence  of  any  Corporate
Transaction,  and Participants shall, following the receipt of such notice, have
the right to terminate their outstanding  purchase rights prior to the effective
date of the Corporate Transaction.

                  H.  Proration of Purchase  Rights.  Should the total number of
shares of Common Stock to be purchased  pursuant to outstanding  purchase rights
on any  particular  date exceed the number of shares then available for issuance
under the Plan, the Plan Administrator  shall make a pro-rata  allocation of the
available  shares on a uniform  and  nondiscriminatory  basis,  and the  payroll
deductions  of each  Participant,  to the  extent  in  excess  of the  aggregate
purchase price payable for the Common Stock pro-rated to such individual,  shall
be refunded.

                  I.  Assignability.  During  the  Participant's  lifetime,  the
purchase right shall be  exercisable  only by the  Participant  and shall not be
assignable  or  transferable  by the  Participant  other  by will or the laws of
descent and distribution following the Participant's death.
<PAGE>
                  J. Stockholder Rights. A Participant shall have no stockholder
rights with  respect to the shares  subject to his or her  outstanding  purchase
right until the shares are purchased on the  Participant's  behalf in accordance
with the  provisions  of the Plan and the  Participant  has  become a holder  of
record of the purchased shares.

     VIII.        ACCRUAL LIMITATIONS

                  A. No  Participant  shall be  entitled  to  accrue  rights  to
acquire Common Stock pursuant to any purchase right  outstanding under this Plan
if and to the extent such accrual,  when  aggregated with (i) rights to purchase
Common Stock accrued under any other  purchase right granted under this Plan and
(ii) similar  rights  accrued under other  employee stock purchase plans (within
the meaning of Code Section 423) of the Corporation or any Corporate  Affiliate,
would  otherwise  permit  such  Participant  to purchase  more than  Twenty-Five
Thousand  Dollars  ($25,000)  worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value of such stock on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.

                  B. For  purposes of applying  such  accrual  limitations,  the
following provisions shall be in effect:

                                  (i) The right to acquire  Common  Stock  under
         each   outstanding   purchase   right  shall  accrue  in  a  series  of
         installments  on each  successive  Purchase  Date  during the  offering
         period on which such right remains outstanding.

                                  (ii) No right to acquire  Common  Stock  under
         any  outstanding   purchase  right  shall  accrue  to  the  extent  the
         Participant  has already accrued in the same calendar year the right to
         acquire Common Stock under one (1) or more other  purchase  rights at a
         rate equal to Twenty-Five  Thousand  Dollars  ($25,000) worth of Common
         Stock  (determined  on the basis of the Fair Market Value of such stock
         on the date or dates of grant) for each  calendar year such rights were
         at any time outstanding.

                  C. Should any purchase right of a Participant not accrue for a
particular  Purchase  Period  by reason of such  accrual  limitations,  then the
payroll  deductions  which the Participant made during that Purchase Period with
respect to such purchase right shall be promptly refunded.

                  D. In the event there is any conflict  between the  provisions
of this Article and one or more provisions of the Plan or any instrument  issued
thereunder, the provisions of this Article shall be controlling.

       IX.        EFFECTIVE DATE AND TERM OF THE PLAN

                  A. The Plan was  adopted by the Board on May 5, 1995 and shall
become  effective at the Effective  Time,  provided no purchase  rights  granted
under the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder,  until (i) the Plan shall have been approved by the  stockholders  of
the Corporation and (ii) the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8  registration  statement  filed with
the Securities and Exchange Commission),  all applicable listing requirements of
any stock exchange (or the Nasdaq National  Market,  if applicable) on which the
<PAGE>
Common  Stock is  listed  for  trading  and all  other  applicable  requirements
established by law or regulation.  In the event such stockholder approval is not
obtained,  or such  compliance is not effected,  within twelve (12) months after
the date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect and all sums collected from Participants  during
the initial offering period hereunder shall be refunded.

                  B.  Unless  sooner  terminated  by the  Board,  the Plan shall
terminate upon the earliest of (i) the last business day in July 2005,  (ii) the
date on which all shares  available for issuance  under the Plan shall have been
sold pursuant to purchase  rights  exercised under the Plan or (iii) the date on
which  all  purchase  rights  are  exercised  in  connection  with  a  Corporate
Transaction.  No further  purchase rights shall be granted or exercised,  and no
further  payroll  deductions  shall be collected,  under the Plan  following its
termination.

        X.        AMENDMENT OF THE PLAN

                  The Board may alter, amend, suspend or discontinue the Plan at
any time to become  effective  immediately  following  the close of any Purchase
Period.  However,  the Board may not, without the approval of the  Corporation's
stockholders,  (i)  materially  increase  the  number of shares of Common  Stock
issuable  under  the  Plan or the  maximum  number  of  shares  purchasable  per
Participant on any one Purchase Date, except for permissible  adjustments in the
event of certain  changes in the  Corporation's  capitalization,  (ii) alter the
purchase price formula so as to reduce the purchase price payable for the shares
of Common Stock  purchasable  under the Plan, or (iii)  materially  increase the
benefits  accruing  to  Participants  under the Plan or  materially  modify  the
requirements for eligibility to participate in the Plan.

         XI.      GENERAL PROVISIONS

                  A. All costs and expenses  incurred in the  administration  of
the Plan shall be paid by the Corporation.

                  B. Nothing in the Plan shall confer upon the  Participant  any
right to continue in the employ of the  Corporation  or any Corporate  Affiliate
for any period of specific  duration or interfere with or otherwise  restrict in
any way the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the  Participant,  which rights are hereby  expressly  reserved by
each, to terminate such person's  employment at any time for any reason, with or
without cause.

                  C. The provisions of the Plan shall be governed by the laws of
the State of New Jersey without resort to that State's conflict-of-laws rules.
<PAGE>



                                   Schedule A
                                   ----------

                          Corporations Participating in
                          Employee Stock Purchase Plan
                            As of the Effective Time
                            ------------------------


                                  Exogen, Inc.




<PAGE>
                                    APPENDIX


                  The following definitions shall be in effect under the Plan:

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

                  B. Cash  Compensation  shall mean the (i) regular  base salary
paid  to a  Participant  by one or  more  Participating  Companies  during  such
individual's  period  of  participation  in the  Plan,  plus  (ii)  any  pre-tax
contributions made by the Participant to any Code Section 401(k) salary deferral
plan  or any  Code  Section  125  cafeteria  benefit  program  now or  hereafter
established by the Corporation or any Corporate Affiliate, plus (iii) all of the
following  amounts  to the  extent  paid in cash:  overtime  payments,  bonuses,
commissions,  profit-sharing  distributions and other  incentive-type  payments.
However,  Eligible Earnings shall not include any contributions (other than Code
Section  401(k) or Code  Section 125  contributions)  made on the  Participant's
behalf  by  the   Corporation  or  any  Corporate   Affiliate  to  any  deferred
compensation plan or welfare benefit program now or hereafter established.

                  C. Code  shall  mean the  Internal  Revenue  Code of 1986,  as
amended.

                  D. Common Stock shall mean the Corporation's common stock.

                  E.  Corporate  Affiliate  shall mean any parent or  subsidiary
corporation of the  Corporation  (as determined in accordance  with Code Section
424), whether now existing or subsequently established.

                  F.  Corporate  Transaction  shall mean either of the following
stockholder-approved transactions to which the Corporation 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 Corporation'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  assets  of  the  Corporation  in  complete
         liquidation or dissolution of the Corporation.

                  G.   Corporation   shall  mean   Exogen,   Inc.,   a  Delaware
corporation,  and any  corporate  successor to all or  substantially  all of the
assets or voting stock of Exogen,  Inc. which shall by appropriate  action adopt
the Plan.

                  H.   Effective   Time   shall  mean  the  time  at  which  the
Underwriting  Agreement is executed and finally priced. Any Corporate  Affiliate
which  becomes a  Participating  Corporation  after  such  Effective  Time shall
designate a subsequent Effective Time with respect to its employee-Participants.

                  I. Eligible Employee shall mean any person who is engaged,  on
a  regularly-scheduled  basis of more than  twenty  (20) hours per week for more
than five (5) months per calendar year, in the rendition of personal services to
any Participating Corporation as an employee for earnings considered wages under
Code Section 3401(a).
<PAGE>
                  J. Entry Date shall mean the date an Eligible  Employee  first
commences  participation  in the offering  period in effect under the Plan.  The
earliest Entry Date under the Plan shall be the Effective Time.

                  K. 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, 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  by the  National  Association  of  Securities
         Dealers on the Nasdaq National Market or any successor system. 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 Plan 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) For purposes of the initial  offering  period which
         begins at the Effective  Time, the Fair Market Value shall be deemed to
         be equal to the price per  share at which the  Common  Stock is sold in
         the initial public offering pursuant to the Underwriting Agreement.

                  L. 1933 Act shall mean the Securities Act of 1933, as amended.

                  M.  Participant   shall  mean  any  Eligible   Employee  of  a
Participating Corporation who is actively participating in the Plan.

                  N.  Participating  Corporation  shall mean the Corporation and
such Corporate Affiliate or Affiliates as may be authorized from time to time by
the Board to extend the benefits of the Plan to their  Eligible  Employees.  The
Participating  Corporations  in the Plan as of the Effective  Time are listed in
attached Schedule A.

                  O. Plan shall mean the  Corporation's  Employee Stock Purchase
Plan, as set forth in this document.

                  P. Plan  Administrator  shall mean the committee of two (2) or
more Board members appointed by the Board to administer the Plan.

                  Q.  Purchase  Date  shall mean the last  business  day of each
Purchase Period. The initial Purchase Date shall be January 31, 1996.

                  R. Purchase  Period shall mean each  successive  six (6)-month
period  within the offering  period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

                  S.  Stock  Exchange  shall  mean  either  the  American  Stock
Exchange or the New York Stock Exchange.
<PAGE>
                  T. Underwriting Agreement shall mean the agreement between the
Corporation  and the  underwriter  or  underwriters  managing the initial public
offering of the Common Stock.