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EXHIBIT
10.2
 2001 LONG TERM INCENTIVE PLAN
Adopted: October 23, 2001
Termination Date: October 22, 2006
 1. PURPOSES.
 (a) Eligible Stock Award Recipients.
 (b) Available Stock Awards.
 (c) General Purpose.
 2. DEFINITIONS.
 (a) Affiliate
 (b) Award Date
 (c) Base Price
 (d) Board
 (e) Code
 (f) Committee




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(g) Common Stock
 (h) Company
 (i) Consultant
 (j) Continuous Service
 (k) Corporate Transaction
     (l) Director




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(m) Disability
 (n) Employee
 (o) Exchange Act
 (p) Fair Market Value
   (q) Incentive Stock Option
 (r) Nonstatutory Stock Option
 (s) Officer
 (t) Option
 (u) Option Agreement




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(v) Optionholder
 (w) Outside Director
 (x) Participant
 (y) Performance Award
 (z) Performance Period
 (aa) Plan
 (bb) Reporting Person
 (cc) Restricted Stock
  (dd) Retirement
 (ee) Stock Appreciation Right SAR
 (ff) Rule 16b-3




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(gg) Securities Act
 (hh) Stock Award
 (ii) Stock Award Agreement
 (jj) Ten Percent Stockholder
 3. ADMINISTRATION.
 (a) Administration by Board.
 (b) Powers of Board.
      (c) Delegation to Committee.




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(d) Effect of Boards Decision.
 4. SHARES SUBJECT TO THE PLAN.
 (a) Share Reserve.
 (b) Reversion of Shares to the Share Reserve.
 (c) Source
of Shares.
 5. ELIGIBILITY.
 (a) Eligibility for Specific Stock Awards.
 (b) Ten Percent Stockholders.
 (c) Award Date.




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6. OPTION PROVISIONS.
  (a) Term.
 (b) Exercise Price of an Option.
 (c) Consideration.




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(d) Delivery of Certificate.
  (e) Transferability of an Incentive Stock Option.
 (f) Transferability of a Nonstatutory Stock Option.
 (g) Vesting Generally.
 Period of Time
    
    Percentage of Shares Subject tofrom Date of Grant
    
    Options which are ExercisableSix months from date of grant
    
    33 1/3 percentTwelve months from date of grant
    
    66 2/3 percentEighteen months from date of grant
    
    100 percent




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(h) Termination of Continuous Service.
  (i) Disability of Optionholder.
 (j) Death of Optionholder of Nonstatutory Stock Option.
 (k) Cancellation and Rescission of Stock Awards.




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7. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.
 (a) Stock Appreciation Rights.




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(b) Restricted Stock Awards.




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(c) Performance Awards.
 8. COVENANTS OF THE COMPANY.
 (a) Securities Law Compliance.
 9. USE OF PROCEEDS FROM STOCK.
  10 MISCELLANEOUS.
 (a) Acceleration of Exercisability and Vesting.




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(b) Stockholder Rights.
 (c) No Employment or other Service Rights.
 (d) Incentive Stock Option Limitation.
 (e) Withholding Obligations.
 11. ADJUSTMENTS UPON CHANGES IN STOCK.
 (a) Capitalization Adjustments.




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(b) Dissolution or Liquidation.
 (c) Corporate Transaction.
 Good Reason
 Cause




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12. AMENDMENT OF THE PLAN AND STOCK AWARDS.
 (a) Amendment of Plan.
 (b) Contemplated Amendments.
 (c) No Impairment of Rights.
 (d) Amendment of Stock Awards.
 13. TERMINATION OR SUSPENSION OF THE PLAN.
 (a) Plan Termination.
 (b) No Impairment of Rights.
 14. EFFECTIVE DATE OF PLAN.
  15. CHOICE OF LAW.




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ByChief Executive Officer