EXHIBIT 10.18

                       CHECKERS DRIVE-IN RESTAURANTS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

         1. PURPOSE OF PLAN. The purpose of this Employee Stock Purchase Plan
(the "Plan") is to encourage a sense of proprietorship on the part of employees
of Checkers Drive-In Restaurants, Inc., a Delaware corporation (the "Company"),
and its subsidiary corporations (as defined below) by assisting them in making
regular purchases of shares of the Company, and thus to benefit the Company by
increasing such employees' interest in the growth of the Company and subsidiary
corporations and in such entities' financial success. Participation in the Plan
is entirely voluntary, and the Company makes no recommendations to its employees
as to whether they should participate.

         2.   DEFINITIONS.

         2.1 "Base Earnings" shall mean the Employee's regular salary rate
before deductions required by law and deductions authorized by the Employee.
Base Earnings do not include: pay for overtime, extended workweek schedules, or
any other form of extra compensation; payments by the Company or subsidiary
corporations, as applicable, of social security, worker's compensation,
unemployment compensation, any disability payments or other payments required by
statute; or contributions by the Company or subsidiary corporations, as
applicable, for insurance, annuity, or other employee benefit plans.

         2.2 "Board" shall mean the Board of Directors of the Company.

         2.3 "Broker" shall mean the financial institution designated to act as
Broker under the Plan pursuant to Paragraph 17 hereof.

         2.4 "Brokerage Account" shall mean an account established on behalf of
each Participant pursuant to Paragraph 9.1 hereof.

         2.5 "Committee" shall mean a Stock Purchase Committee appointed by the
Board.

         2.6 "Common Stock" shall mean the Common Stock of the Company.

         2.7 "Company" shall mean Checkers Drive-In Restaurants, Inc., a
Delaware corporation, or any successor.

         2.8 "Company Account" shall mean the account established in the name of
the Company pursuant to Paragraph 7.2 hereof.

         2.9 "Employee" shall mean any person who has reached the age of 21 and
is currently employed by the Company or one of its subsidiary corporations:

         (a) on an hourly basis as a restaurant employee for at least 30 hours
         per week and has been so employed continuously during the preceding one
         (1) year (provided that the

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         Board or the Committee may in its discretion waive such one (1) year
         requirement), excluding non-employees and persons on leave of absence;

         (b) on an hourly basis as a non-restaurant employee for at least 30
         hours per week and has been so employed continuously during the
         preceding 90 days (provided that the Board or the Committee may in its
         discretion waive such 90-day requirement), excluding non-employees and
         persons on leave of absence; or

         (c) is exempt from the overtime and minimum wage requirements under
         federal and state laws and has been so employed continuously during the
         preceding 90 days (provided that the Board or the Committee may in its
         discretion waive such 90-day requirement), excluding non-employees and
         persons on leave of absence. An Employee may also be referred to herein
         as a Participant.

         2.10 "Enrollment Form" shall mean the Employee Stock Purchase Plan
Enrollment Form.

         2.11 "Incentive Compensation" shall mean compensation received by any
Employee of the Company, or its subsidiaries, as a bonus or performance-based
award, which is in addition to such Employee's regular salary.

         2.12 "Interested Party" shall mean the persons described in Paragraph
16 hereof.

         2.13 "Plan" shall mean this Employee Stock Purchase Plan.

         2.14 "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
subsidiary corporation, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a subsidiary corporation.

         3. ADMINISTRATION. The Plan shall be administered by the Board or, in
the discretion of the Board, by the Committee which shall consist of not less
than two persons to be appointed by, and to serve at the pleasure of, the Board.
The Board or the Committee shall have full authority to construe, interpret,
apply and administer the Plan and to establish and amend such rules and
procedures as it deems necessary or appropriate from time to time for the proper
administration of the Plan. In addition, the Board or the Committee may engage
or hire such persons, including without limitation, the Broker, to provide
administrative, recordkeeping and other similar services in connection with its
administration of the Plan, as it may deem necessary or appropriate from time to
time. The members of the Board and the Committee and the officers of the Company
shall be entitled to rely upon all certificates and reports made by such
persons, including the Broker, and upon all opinions given by any legal counsel
or investment adviser selected or approved by the Board or the Committee.

         The members of the Board and the Committee and the officers of the
Company shall be fully protected in respect of any action taken or suffered to
be taken by them in good faith in reliance upon any such certificates, reports,
opinions or other advice of any such person,

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and all action so taken or suffered shall be conclusive upon each of them and
upon all Participants. The Company shall indemnify each member of the Board and
the Committee and any other officer or employee of the Company who is designated
to carry out any responsibilities under the Plan for any liability arising out
of or connected with his or her duties hereunder, except such liability as may
arise from such person's gross negligence or willful misconduct.

         4. ELIGIBILITY. Any Employee as defined in Paragraph 2.9 shall be
eligible to participate in the Plan. Any Employee participating in the Plan who,
after the commencement of a particular Offering Period, as defined in Paragraph
5, shall for any reason fail to meet the standards of eligibility shall be
considered to have withdrawn from the Plan, effective as of the date upon which
the Participant shall have become ineligible. Any reference in this Plan to
withdrawal by a Participant from the Plan shall include ineligibility as
described in this Paragraph.

         No member of the Board or Committee who is not an Employee shall be
eligible to participate in the Plan.

         5. OFFERING PERIODS. Shares shall be offered pursuant to this Plan in
periods which coincide with the Company's fiscal quarters ("Offering Periods"),
commencing on the effective date of the Plan pursuant to Paragraph 21 and
continuing thereafter until terminated in accordance with Paragraph 15. The
Board shall have the power to change the duration of Offering Periods if such
change is announced at least 10 days prior to the scheduled beginning of the
first Offering Period to be affected.

         6. PARTICIPATION. Participation in the Plan is voluntary. An eligible
Employee may apply to participate in the Plan by submitting to the Company's
Benefits Department an Enrollment Form authorizing a payroll deduction and
purchase of shares. The Enrollment Form shall be on a form provided by the
Company and may be submitted to the Company at any time. Participation shall not
be effective until the Enrollment Form is reviewed and accepted by the Company
by written notice to the Employee. Once the Enrollment Form has been reviewed
and accepted by the Company, participation in the Plan shall commence
immediately.

         7. PAYROLL DEDUCTIONS.

         7.1 ELECTION. At the time a Participant submits an Enrollment Form, the
Participant shall elect to have payroll deductions made on each payday during
the Offering Period at a whole percentage from 3% to 15% of the Base Earnings
which the Participant is to receive on such payday. In addition to the deduction
from Base Earnings, or in lieu of the deduction from Base Earnings, a
Participant may elect, upon submission of an Enrollment Form, to have payroll
deductions made at a whole percentage from 3% to 15% of the Incentive
Compensation which the Participant is to receive.

         7.2 HOLDING OF FUNDS. All payroll deductions authorized by each
Participant shall be held in a non-interest account in the name of the Checkers
Drive-In Restaurants, Inc. Employee Stock Purchase Plan (the "Company Account")
until used to purchase Common Stock and shall not be used for any other purpose.
The Company shall maintain records reflecting the amount in

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the Company Account of each Participant. All withholding taxes in connection
with a Participant's payroll deduction shall be deducted from the remainder of
the Base Earnings and/or Incentive Compensation paid to the Participant and not
from the amount to be placed in the Company Account. A Participant may not make
any additional payments into the Company Account. All amounts in the Company
Account derived from payroll deductions shall be referred to as the "Participant
Contribution."

         7.3 CHANGES IN ELECTION. Participation in the Plan will continue until
the Participant withdraws from the Plan, is no longer eligible to participate or
the Plan is terminated. Such participation shall be on the basis of the payroll
deduction election submitted by such Employee to the Company and then currently
in effect. Each such election shall remain in effect until the effective date of
any change in the amount of payroll deduction as requested by the Participant
and accepted by the Company. To be effective in any Offering Period, a change in
the amount of payroll deduction must be requested in writing and submitted to
the Company. A Participant may change his withholding percentage at any time
during an Offering Period, but only one time during any Offering Period. If a
Participant's Base Earnings change during an Offering Period, the amount of the
payroll deduction will be changed to the figure reflecting the Participant's
previously elected deduction percentage applied to his or her new Base Earnings
(but will not in any event be in excess of 15% of the Participant's Base
Earnings).

         8. CONTRIBUTION BY THE COMPANY OR A SUBSIDIARY. The Company or a
Subsidiary shall make matching contributions (the "Matching Contribution") as
follows:

         8.1 OFFICERS AND DIRECTORS AS PARTICIPANTS. For each officer or
director of the Company or a Subsidiary who participates in the Plan and remains
an Employee of the Company or a Subsidiary for at least one year after the
termination of a particular Offering Period, the Company or Subsidiary shall
make upon the one year anniversary date after such Offering Period a Matching
Contribution equal to either one-half of the number of shares purchased on
behalf of such Participant or equal to one-half of the dollar amount contributed
by such Participant during such one year earlier Offering Period subject to
Paragraph 8.3, at the sole discretion of the Company, less all withholding taxes
in connection with such Matching Contribution. "Officer" shall mean those
individuals elected as Officers by the Board of Directors of the Company and its
Subsidiaries, and shall be determined as of the end of an Offering Period.
"Director" shall mean an employee and a member of the Board of Directors of the
Company and its subsidiaries. "Director" shall also mean employees of the
Company and its subsidiaries who hold the title Director. Withholding taxes as
and when required in connection with such Matching Contribution shall be
withheld based upon the person's existing withholding percentages or as
otherwise required by law from the Participant's base earnings.

         8.2 OTHER PARTICIPANTS. For each Participant in the Plan (other than an
officer or director) who remains an Employee of the Company or a Subsidiary for
at least one year after the termination of a particular Offering Period, the
Company or Subsidiary shall make upon the one year anniversary date after such
Offering Period a Matching Contribution equal to either one-third of the number
of shares purchased on behalf of such Participant or equal to one-third of the
dollar amount contributed by such Participant during such one year earlier
Offering Period subject to Paragraph 8.3, at the sole discretion of the Company.
Withholding taxes as and when

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required in connection with such Matching Contribution shall be withheld based
upon the person's existing withholding percentages or as otherwise required by
law from the Participant's base earnings.

         8.3 TIMING OF WITHHOLDING. The Company shall withhold taxes in two
subsequent pay periods or as otherwise required by law.

         9. PURCHASE OF SHARES REGARDING PARTICIPANT'S CONTRIBUTION.

         9.1 BROKERAGE ACCOUNT. Following the acceptance by the Company of a
Participant's Enrollment Form, the Company shall direct the Broker to open and
maintain an account (the "Brokerage Account") in the name of such Participant
and to purchase shares of Common Stock on behalf of such Participant as
permitted under this Plan.

         9.2 DELIVERY OF FUNDS TO BROKER FROM COMPANY. The Company, from time to
time during an Offering Period, shall deliver to the Broker an amount equal to
the total of all Participant Contributions together with a list of the amount of
such Contributions from each Participant.

         9.3 BROKER'S PURCHASE OF SHARES. From time to time, the Broker, as
agent for the Participants, shall purchase as many full shares or fractional
shares of Common Stock as such Contributions will permit. The shares to be
purchased shall be purchased at the then current fair market value and shall be
shares purchased on the open market. The amount of Common Stock purchased by the
Broker pursuant to this Paragraph 9.3 shall be allocated to the respective
Brokerage Account of each Participant on the basis of the average cost of the
Common Stock so purchased, in proportion to the amount allocable to each
Participant. At the end of each Offering Period under the Plan, each Participant
shall acquire full ownership of all full shares and fractional shares of Common
Stock purchased for his Brokerage Account. Unless otherwise requested by the
Participant, all such full shares and fractional shares so purchased shall be
registered in the name of the Broker and will remain so registered until
delivery is requested in accordance with Paragraph 9.5.

         9.4 FEES AND COMMISSIONS. The Company shall pay the Broker's
administrative charges for opening and maintaining the Brokerage Accounts for
active Participants and the brokerage commissions on purchases made for such
Brokerage Accounts which are attributable to Participant Contributions and
Matching Contributions under the Plan. Such Brokerage Accounts may be utilized
for other transactions as described in Paragraph 9.5 below, but any fees,
commissions or other charges by the Broker in connection with such other
transactions shall, in certain circumstances described in Paragraph 9.5, be
payable directly to the Broker by the Participant.

         9.5 PARTICIPANT ACCOUNTS WITH BROKER. Each Participant's Brokerage
Account shall be credited with all cash dividends paid with respect to full
shares and fractional shares of Common Stock purchased pursuant to Paragraphs
9.3 and 10 unless such shares are registered in the Participant's name. Unless
otherwise instructed by the Participant, dividends on such Common Stock shall
automatically be reinvested in Common Stock as soon as practicable
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following receipt of such dividends by the Broker. Applicable fees and brokerage
commissions on the reinvestment of such dividends will be payable by the
Participant. Any stock dividends or stock splits which are made with respect to
shares of Common Stock purchased pursuant to Paragraphs 9.3 and 10 shall be
credited to the Participant's Brokerage Account without charge. Any Participant
may request that a certificate for any or all of the full shares of Common Stock
credited to his or her Brokerage Account be delivered to him at any time;
provided, however, the Participant shall be charged by the Broker for any fees
applicable to such requests. A Participant may request the Broker at any time to
sell any or all of the full shares or fractional shares of Common Stock credited
to his Brokerage Account. Unless otherwise instructed by the Participant, upon
such sale the Broker will mail to the Participant a check for the proceeds, less
any applicable fees and brokerage commissions and any transfer taxes,
registration fees or other normal charges which shall be payable by the
Participant. Except as provided in Paragraph 13, a request by the Participant to
the Broker to sell shares of Common Stock or for delivery of certificates shall
not affect an Employee's status as a Participant. A Participant who has a
Brokerage Account with the Broker may purchase additional shares of Common Stock
of the Company for his Brokerage Account at any time by separate purchases
arranged through the Broker. When any such purchases are made, the Participant
will be charged by the Broker for any and all fees and brokerage commissions
applicable to such transactions. In addition, any subsequent transactions with
respect to such shares acquired including, but not limited to, purchases, sales,
reinvestment of dividends, requests for certificates, and crediting of stock
dividends or stock splits, shall be at the expense of the Participant and the
Broker shall charge the Participant directly for any and all fees and brokerage
commissions applicable to such transactions.

         10. ISSUANCE OF SHARES REGARDING MATCHING CONTRIBUTION. Subject to
Paragraph 19, on the 10th day after the first anniversary of an Offering Period,
each Participant's direct employer shall make the Matching Contribution for each
qualified Participant in an amount described in Paragraph 8 by delivering to the
Broker an amount equal to the total funds necessary to make the Matching
Contributions described in Paragraph 8 together with a list of the number of
shares allocable to the Brokerage Account of each Participant. As soon as
practicable thereafter, the Broker shall purchase the number of shares of Common
Stock required in order to make the Matching Contributions. The shares to be
purchased shall be purchased at the then current fair market value and allocated
to participant accounts on the settlement date. The shares may, at the election
of the Company, be either treasury shares, shares authorized but unissued, or
shares purchased on the open market. At the time of such allocation, each
Participant shall immediately acquire full ownership of all full and fractional
shares of Common Stock purchased. Unless otherwise requested by the Participant,
all such shares so purchased shall be registered in the name of the Broker and
will remain so registered until delivery is requested in accordance with
Paragraph 9.5.

         11. VOTING AND SHARES. All voting rights with respect to the full and
fractional shares of Common Stock held in the Brokerage Account of each
Participant may be exercised by each Participant and the Broker shall exercise
such voting rights in accordance with the Participant's signed proxy instruction
duly delivered to the Broker.

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         12. STATEMENT OF ACCOUNT. As soon as practicable after the end of each
Offering Period, the Broker shall deliver to each Participant a statement
regarding all activity in his or her Brokerage Account, including his or her
participation in the Plan for such Offering Period. Such statement will show the
number of shares acquired or sold, the price per share, the transaction date,
stock splits, dividends paid, dividends reinvested and the total number of
shares held in the Brokerage Account. The Broker shall also deliver to each
Participant as promptly as practicable, by mail or otherwise, all notices of
meetings, proxy statements and other material distributed by the Company to its
stockholders, including the Company's annual report to its stockholders
containing audited financial statements.

         13. WITHDRAWAL FROM THE PLAN. A Participant may withdraw from the Plan,
effective as of the end of any Offering Period, by giving written notice to the
Company not later than the 15th day prior to the end of such Offering Period.
Upon any such withdrawal, the Participant shall be entitled to receive as
promptly as possible from the Company all of the Participant's payroll
deductions credited to the Company Account in his or her name during the
applicable Offering period, but shall not be entitled to the benefit of any
Matching Contributions. In the event a Participant withdraws from the Plan
pursuant to this Paragraph 13, the Company shall notify the Broker as soon as
practicable and the broker shall maintain or close the Participant's Brokerage
Account in accordance with the procedures set forth in Paragraph 16. A
Participant who withdraws from the Plan may not reenter the Plan except by
execution and delivery of a new Enrollment Form and payroll deduction election,
and his or her participation shall be effective upon acceptance of the
Enrollment Form by the Company by written notice to the Employee not sooner than
30 days after receipt of the Enrollment Form, provided that the Company may in
its discretion accept an Enrollment Form prior to the expiration of such 30
days.

         14. TERMINATION OF EMPLOYMENT. In the event of the termination of a
Participant's employment with the Company or a Subsidiary for any reason during
an Offering Period, including, but not limited to, the death of a Participant,
participation in the Plan shall terminate as well as any rights to future
Matching Contributions. The Participant or the personal representative of the
Participant shall be entitled to receive an amount of cash determined in the
same manner and payable at the same time as if the Participant had withdrawn
from the Plan by giving notice of withdrawal effective as of the date such
termination occurs. Notwithstanding the foregoing, termination of employment by
one employer for the purpose of being re-employed immediately by the Company or
one of its Subsidiaries shall not be considered termination under this Paragraph
14. Any reference in this Plan to withdrawal by a Participant from the Plan
shall include termination as described in this Paragraph 14. In the event of the
termination of a Participant's employment pursuant to this Paragraph 14, the
Company shall notify the broker as soon as practicable and the Broker shall
maintain or close the Participant's Brokerage Account in accordance with the
procedures set forth in Paragraph 16.

         15.      AMENDMENT, SUSPENSION AND TERMINATION OF PLAN.

         15.1 AUTHORITY TO TERMINATE. This Plan may be terminated by the Board
at any time. Such termination shall be communicated in writing to all
Participants as soon as practicable after the date of such Board action. If the
Plan is terminated, each Participant shall be entitled to


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receive as promptly as possible from the Company all payroll deductions
attributable to him or her which have not been used for purchase of Common Stock
pursuant to Paragraph 9, ("Account Balance"), but he or she shall not be
entitled to the benefit of any future Matching Contributions with respect to
such deductions or interest or otherwise for any past Offering Periods.

         15.2 MAXIMUM TERM. In any event, this Plan shall terminate 20 years
from the date the Plan is adopted or the date the Plan is approved by the
stockholders, whichever is earlier. In the event that the Company terminates the
Plan pursuant to this Paragraph 15, the Broker shall maintain or close the
Participant's Brokerage Accounts in accordance with the procedures set forth in
Paragraph 16.

         15.3 AMENDMENT. Notwithstanding any other provision to the contrary,
any provision of this Plan may be amended by the Board if such change does not
materially alter the rights and interests of stockholders of the Company.

         15.4 MAXIMUM SHARES. An aggregate of 500,000 shares of Common Stock
shall be subject to the Plan, provided that such number shall be automatically
adjusted to reflect any stock split, reverse stock split, stock dividend,
recapitalization, merger, consolidation, combination, reclassification or
similar corporate change. If there are any changes in the capitalization of the
Company, such as through mergers, consolidations, reorganizations,
recapitalizations, stock splits or stock dividends, appropriate adjustments will
be made by the Company in the number of shares of its Common stock subject to
purchase under the Plan.

         16. DISPOSITION OF BROKERAGE ACCOUNT FOLLOWING WITHDRAWAL, DEATH,
TERMINATION OF EMPLOYMENT OR TERMINATION OF PLAN. As soon as practicable
following the notification of the withdrawal of a Participant from the Plan, the
notification of the termination of a Participant's employment with the Company
or a Subsidiary (which includes the death of the Participant) or of the
notification that the Plan is terminated pursuant to Paragraph 15 hereof, the
Broker shall notify the former Participant, or in the event of his death, his
designated beneficiary, if any, or if no designated beneficiary the estate of
the deceased Participant (collectively, an "Interested Party"), regarding the
disposition of the former Participant's or deceased Participant's Brokerage
Account. As soon as practicable following receipt of the notification set forth
in the preceding sentence, the Interested Party may request the Broker to
dispose of the former Participant's or deceased Participant's Brokerage Account,
at the Interested Party's expense, by any one of the following means:

          (a) The Interested Party may request the Broker to maintain the former
         Participant's or deceased Participant's Brokerage Account for the
         benefit of the Interested Party or any other person. The Interested
         Person shall be charged by the Broker for all maintenance fees and any
         and all other fees in connection with the Brokerage Account.

          (b) The Interested Party may request the Broker to sell all of the
         full shares and fractional shares of Common Stock, if any, held in the
         former Participant's or deceased Participant's Brokerage Account. Upon
         such sale, the Broker will mail to the Interested Party a check for the
         proceeds, less any applicable fees and brokerage commissions and


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         any transfer taxes, registration fees or other charges which shall be
         payable by the Interested Party.

          (c) The Interested Party may request the Broker to provide a
         certificate for all of the full shares of Common Stock, if any,
         together with a check in an amount equal to the proceeds of the sale
         any fractional shares of Common Stock held in the former Participant's
         or deceased Participant's Brokerage Account, less any applicable fees
         and brokerage commissions and any transfer taxes, registration fees or
         other charges which are payable by the Participant.

         17. BROKER. The Broker shall be Piper Jaffray, Inc. which has agreed to
act as Broker for such period as is determined by the Company. Either the
Company or the Broker may terminate such designation at any time upon 30 days'
written notice. In the event of such termination of the Broker, the Company may
administer the Plan without the use of a Broker or may appoint a successor
Broker. Any successor Broker shall be vested with all the powers, rights, duties
and immunities of the Broker hereunder to the same extent as if originally named
as the Broker hereunder. The relationship between the Broker and the Participant
will be the normal relationship of a broker and its client, and the Company
assumes no responsibility in this respect.

         18. CONDITIONS TO ISSUANCE OF SHARES. Shares shall not be issued under
the Plan unless issuance and delivery of such shares pursuant to the Plan shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended; the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, the securities laws of the state in which any Employee resides, NASD
requirements and the requirements of any stock exchange upon which the Common
Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. By execution of the
Enrollment Form, the Participant covenants and agrees that all shares are being
purchased only for investment and without any present intention to sell or
distribute such shares.

         19. NOTICES.

         19.1 TO COMPANY OR SUBSIDIARIES. Any notice hereunder to the Company or
to its Subsidiaries shall be in writing and such notice shall be deemed made
only when delivered or three days after being mailed by certified mail, return
receipt requested, to the Company's principal office at 14255 49th Street North,
Building 1, Clearwater, Florida 33762 or to such other address as the Company
may designate by notice to the Participants.

         19.2 TO PARTICIPANT. Any notice to a Participant hereunder shall be in
writing and any such communication and any delivery to a Participant shall be
deemed made if mailed or delivered to the Participant at such address as the
Participant may have on file with the Company and with the Broker.

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         20. MISCELLANEOUS.

         20.1 NO LIMITATION ON TERMINATION OF EMPLOYMENT. Nothing in the Plan
shall in any manner be construed to limit in any way the right of the Company or
any of its Subsidiaries to terminate an Employee's employment at any time,
without regard to the effect of such termination on any right such Employee
would otherwise have under the Plan, or give any right to an Employee to remain
employed by the Company in any particular position or at any particular rate of
remuneration.

         20.2 LIABILITY. The Company, its Subsidiaries, any member of the Board
or Committee and any other person participating in any determination of any
question under the Plan, or in the interpretation, administration or application
of the Plan, shall have no liability to any party for any action taken or not
taken in good faith under the Plan, or based on or arising out of a
determination of any question under the Plan or an interpretation,
administration or application of the Plan made in good faith.

         20.3 CAPTIONS. The captions of the paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.

         20.4 ASSIGNMENT. Any rights of Employees hereunder shall be
nonforfeitable, and no Account Balance or contribution made by any employer may
revert or inure to the benefit of the Company or any Subsidiary, provided that
no Participant shall be entitled to sell, assign, pledge or hypothecate any
right or interest in his or her Account Balance.

         20.5 GOVERNING LAW. Delaware law governs this Plan.

         20.6 SEVERABILITY. In case any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal and invalid provision had never been inserted herein.

         20.7 SUCCESSORS. The provisions of this Plan shall bind and inure to
the benefit of the Company and its successors and assigns. The term "successors"
as used herein shall include any corporate or other business entity which shall
by merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of the Company, and successors of any such
corporation or other business entity.

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         21. EFFECTIVE DATE OF PLAN. The Plan shall become effective upon the
first day of the next fiscal quarter after which the Board approves the Plan.




                                              __________________________
                                              [_____________________]
                                              Chief Executive Officer

ATTEST:______________________

       _________________ , Secretary