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                                                               Exhibit 10.32(1)



               JORE CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN

                                   SECTION 1.

         PURPOSE: The purposes of the Jore Corporation 1999 Employee Stock
Purchase Plan (the "Plan") are (a) to assist employees of Jore Corporation, a
Montana corporation (the "Company"), and its designated subsidiaries in
acquiring a stock ownership interest in the Company pursuant to a plan that is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended, and (b) to encourage employees
to remain in the employ of the Company and its subsidiaries.

                                   SECTION 2.

         DEFINITIONS: For purposes of the Plan, the following terms shall be
defined as set forth below:

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means the Company's Compensation Committee.

         "Common Stock" means the common stock, without par value, of the
Company.

         "Company" means Jore Corporation, a Montana corporation.

         "Corporate Transaction" means either of the following events: (a)
consummation of any merger or consolidation of the Company with or into another
corporation; or (b) consummation of any sale, lease, exchange or other transfer
in one transaction or a series of related transactions of all or substantially
all of the Company's assets or outstanding securities other than a transfer of
the Company's assets or securities to a majority-owned Subsidiary Corporation.

         "Designated Subsidiary" has the meaning set forth under the definition
of "Eligible Employee" in this Section 2.

         "Effective Date" has the meaning set forth in Section 23.

         "Eligible Compensation" means all base salary and wages. Eligible
Compensation does not include overtime, cash bonuses, commissions, severance
pay, hiring and relocation bonuses, pay in lieu of vacations, sick leave, gain
from stock option exercises or any other special payments.

         "Eligible Employee" means any employee of the Company or any
Subsidiary Corporation designated by the Board or the Committee (a "Designated
Subsidiary"), who is in the employ of the Company (or any Designated
Subsidiary) on one or more Offering Dates and who meets the following criteria:
(a) the employee does not, immediately after the option is granted, own stock
(as defined by the Code) possessing 5% or more of the total combined voting


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power or value of all classes of stock of the Company or of a Parent
Corporation or Subsidiary Corporation of the Company; (b) the employee's
customary employment is for 20 hours or more per week; provided, however, that
the Plan Administrator may decrease this minimum requirement for any future
Offering so long as the required number of hours does not exceed 20; (c) if
specified by the Plan Administrator for a future Offering, the employee
customarily works a minimum of 5 months per year or any lesser number of months
established by the Plan Administrator; and (d) if specified by the Plan
Administrator for a future Offering, the employee has been employed for a
certain minimum period of time prior to an Offering Date; provided, however,
that any such minimum employment period may not exceed two years. If the
Company permits any employee of a Designated Subsidiary to participate in the
Plan, then all employees of that Designated Subsidiary who meet the
requirements of this paragraph shall also be considered Eligible Employees.

         "Enrollment Deadline" has the meaning set forth in Section 7.1.

         "ESPP Broker" has the meaning set forth in Section 10.

          "Fair Market Value" shall be as established in good faith by the Plan
Administrator, or (a) if the Common Stock is listed on the Nasdaq National
Market, the average of the high and low per share sales prices for the Common
Stock as reported by the Nasdaq National Market on the Offering Date or the
Purchase Date, as applicable, or (b) if the Common Stock is listed on the New
York Stock Exchange or the American Stock Exchange, the average of the high and
low per share sales prices for the Common Stock as such price is officially
quoted in the composite tape of transactions on such exchange on the Offering
Date or the Purchase Date, as applicable. If there is no such reported price for
the Common Stock for the date in question, then such price on the last preceding
date for which such price exists shall be determinative of Fair Market Value.

         "Offering" has the meaning set forth in Section 5.1.

         "Offering Date" means the first day of an Offering.

         "Option" means an option granted under the Plan to an Eligible Employee
to purchase shares of Common Stock.

         "Parent Corporation" means any corporation, other than the Company, in
an unbroken chain of corporations ending with the Company, if, at the time of
the granting of the Option, each of the corporations, other than the Company,
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

         "Participant" means any Eligible Employee who has elected to
participate in an Offering in accordance with the procedures set forth in
Section 7.1 and who has not withdrawn from the Plan or whose participation in
the Plan is not terminated.

         "Plan" means the Jore Corporation 1999 Employee Stock Purchase Plan.


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         "Purchase Date" means the last day of each Purchase Period.

         "Purchase Period" has the meaning set forth in Section 5.2.

         "Purchase Price" has the meaning set forth in Section 6.

         "Subscription" has the meaning set forth in Section 7.1.

         "Subsidiary Corporation" means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company, if,
at the time of the granting of the Option, each of the corporations, other than
the last corporation in the unbroken chain, owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

                                   SECTION 3.

         ADMINISTRATION:

         3.1 PLAN ADMINISTRATOR: The Plan shall be administered by the Board or
the Committee or, if and to the extent the Board or the Committee designates an
executive officer of the Company to administer the Plan, by such executive
officer (each, the "Plan Administrator"). Any decisions made by the Plan
Administrator shall be applicable equally to all Eligible Employees.

         3.2 ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR:
Subject to the provisions of the Plan, the Plan Administrator shall have the
authority, in its sole discretion, to determine all matters relating to Options
granted under the Plan, including all terms, conditions, restrictions and
limitations of Options; provided, however, that all Participants granted Options
pursuant to the Plan shall have the same rights and privileges within the
meaning of Section 423 of the Code.

         The Plan Administrator shall also have exclusive authority to interpret
the Plan and may from time to time adopt, and change, rules and regulations of
general application for the Plan's administration. The Plan Administrator's
interpretation of the Plan and its rules and regulations, and all actions taken
and determinations made by the Plan Administrator pursuant to the Plan, unless
reserved to the Board or the Committee, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's other officers or employees as the Plan
Administrator so determines.

                                   SECTION 4.

         STOCK SUBJECT TO PLAN: Subject to adjustment from time to time as
provided in Section 21, the maximum number of shares of Common Stock which shall
be available for issuance under the Plan shall be (a) 1,000,000 shares plus (b)
an annual increase to be added on the first day of each fiscal year beginning
January 1, 2001 equal to the least of (i) of 100,000 shares of Common Stock, or
(ii) 1.5% of the adjusted average common shares outstanding of the


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Company used to calculate fully diluted earnings per share as reported in the
Company's annual financial statements for the preceding fiscal year, or (iii) a
lesser amount determined by the Board; provided, however, that any shares from
any increases in previous years that are not actually issued shall be added to
the aggregate number of shares available for issuance under the Plan. Shares
issued under the Plan shall be drawn from authorized and unissued shares or
shares now held or subsequently acquired by the Company as treasury shares.

                                   SECTION 5.

         OFFERING DATES AND PURCHASE PERIODS:

         5.1 OFFERINGS:

         (a) Except as otherwise set forth below, the Plan shall be implemented
by a series of two-year Offerings (each, an "Offering"). Offerings shall
generally commence on February 15 and August 15 of each year and end on the
second February 15 and August 15, respectively, occurring thereafter; provided,
however, that the first Offering shall begin on December 31, 1999 (instead of
February 15, 2000) and shall end on February 15, 2002.

         (b) The first day of each Offering shall be an "Offering Date." On each
Offering Date, each Eligible Employee is hereby granted an Option subject to the
terms and conditions of the Plan to purchase shares of Common Stock on the
Purchase Dates for the Offering for the price determined under Section 6
exclusively through payroll deductions authorized under Section 9.

         (c) Notwithstanding the foregoing, the Plan Administrator may establish
(i) a different term for one or more Offerings, and (ii) different commencing
and ending dates for such Offerings; provided, however, that an Offering may not
exceed 27 months.

         (d) In the event the first or the last day of an Offering is not a
regular business day, then the first or last day of the Offering shall be deemed
to be the next regular business day.

         5.2 PURCHASE PERIODS:

         (a) Except as otherwise set forth below, each Offering shall consist of
four consecutive purchase periods of six months' duration (each, a "Purchase
Period"). The last day of each Purchase Period shall be the Purchase Date for
such Purchase Period. Except as otherwise set forth below, a Purchase Period
shall commence on February 15 and August 15 of each year and end on the next
August 15 and February 15, respectively, occurring thereafter; provided,
however, that the first Purchase Period for the first Offering shall begin on
December 31, 1999 (instead of February 15, 2000) and shall end on August 15,
2000.

         (b) Notwithstanding the foregoing, the Plan Administrator may establish
(i) a different term for one or more Purchase Periods, and (ii) different
commencing and ending dates for any such Purchase Period.


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         (c) In the event the first or last day of a Purchase Period is not a
regular business day, then the first or last day of the Purchase Period shall be
deemed to be the next regular business day.

         5.3 GOVERNMENTAL APPROVAL: Notwithstanding any other provision of the
Plan to the contrary, an Option granted pursuant to the Plan shall be subject to
obtaining all necessary governmental approvals and qualifications of the Plan
and of the issuance of Options and sale of Common Stock pursuant to the Plan.

                                   SECTION 6.

         PURCHASE PRICE:

         6.1 "Purchase Price" at which Common Stock may be acquired on any
Purchase Date in an Offering pursuant to the exercise of all or any portion of
an Option granted under the Plan shall be 85% of the lesser of (a) the Fair
Market Value of the Common Stock on the Offering Date of such Offering, and (b)
the Fair Market Value of the Common Stock on the Purchase Date.

         6.2 Notwithstanding the foregoing, if an increase in the number of
shares authorized for issuance under the Plan (other than an annual increase
pursuant to Section 4 and other than the initial authorization on the Effective
Date) is approved and all or a portion of such additional shares are to be
issued during one or more Offerings that are underway at the time of shareholder
approval of such increase (the "Additional Shares"), then, if as of the date of
such shareholder approval, the Fair Market Value of a share of Common Stock is
higher than the Fair Market Value on the Offering Date for any such Offering,
the Purchase Price for the Additional Shares shall be 85% of the lesser of (i)
the Common Stock's Fair Market Value on the date of such shareholder approval,
and (ii) the Fair Market Value of the Common Stock on the Purchase Date.

                                   SECTION 7.

         PARTICIPATION IN THE PLAN:

         7.1 INITIAL PARTICIPATION: If a person is an Eligible Employee on the
Offering Date for an Offering, such person may become a Participant in the
Offering by delivering to the Company on or prior to the Enrollment Deadline for
such Offering a subscription (the "Subscription"): (a) indicating the Eligible
Employee's election to participate in the Plan; (b) authorizing payroll
deductions and stating the amount to be deducted regularly from the
Participant's pay; and (c) authorizing the purchase of Common Stock for the
Participant in each Purchase Period. Unless otherwise determined by the Plan
Administrator, the "Enrollment Deadline" for each Offering shall be 10 days
prior to the Offering Date; provided, however, that the "Enrollment Deadline"
for the first Offering shall be February 15, 2000. An Eligible Employee who does
not deliver a Subscription as provided above on or prior to the Enrollment
Deadline shall not participate in the Plan for that Offering or for any
subsequent Offering unless such Eligible Employee subsequently enrolls in the
Plan by filing a Subscription with the Company on or prior to the Enrollment
Deadline for such subsequent Offering. Except as provided in Section 7.2, an


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employee who becomes eligible to participate in the Plan after an Offering has
commenced shall not be eligible to participate in such Offering but may
participate in any subsequent Offering, provided that such employee is still an
Eligible Employee as of the commencement of any such subsequent Offering.
Eligible Employees may not participate in more than one Offering at a time.

         7.2 ALTERNATIVE INITIAL PARTICIPATION: Notwithstanding any other
provisions of the Plan, the Board or the Committee may provide for any future
Offering that any employee of the Company or any Designated Subsidiary who first
becomes an Eligible Employee during the course of an Offering shall, on a date
or dates specified in the Offering which coincides with the date on which such
person first meets such requirements or occurs on a specified date thereafter,
receive an Option under that Offering which Option shall thereafter be deemed to
be a part of that Offering. Such Option shall have the same characteristics as
any Options originally granted under that Offering, except that: (a) the date on
which such Option is granted shall be the "Offering Date" of such Option for all
purposes, including determining the Purchase Price of such Option; provided,
however, that if the Fair Market Value of the Common Stock on the date on which
such Option is granted is less than the Fair Market Value of Common Stock on the
first day of the Offering, then, solely for the purpose of determining the
Purchase Price of such Option, the first day of the Offering shall be the
"Offering Date" for such Option; (b) the Purchase Period(s) for such Option
shall begin on its Offering Date and end coincident with the remaining Purchase
Date(s) for such Offering; and (c) the Board or the Committee may provide that
if such employee first meets such requirements within a specified period of time
before the end of a Purchase Period for such Offering, he or she will not
receive any Option for that Purchase Period.

         7.3 CONTINUED PARTICIPATION: A Participant shall automatically
participate in the next Offering until such time as such Participant withdraws
from the Plan pursuant to Section 11.2 or 11.3 or terminates employment as
provided in Section 13.

                                   SECTION 8.

         LIMITATIONS ON RIGHT TO PURCHASE SHARES:

         8.1 NUMBER OF SHARES PURCHASED:

         (a) No Option granted under the Plan shall permit an employee's right
to purchase Common Stock under the Plan (and all other employee stock purchase
plans of the Company, any Parent Corporations and any Subsidiary Corporations to
which Section 423 of the Code applies) to accrue at a rate that exceeds $25,000
of fair market value of shares (determined at the Offering Date) for each
calendar year in which such Option is outstanding.

         (b) No Participant shall be entitled to purchase more than 4,000 shares
of Common Stock (or such other number as the Board or the Committee shall
specify for a future Offering) under the Plan in any single Purchase Period.


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         (c) For a future Offering, the Board or the Committee may specify a
maximum number of shares that may be purchased by any Participant, as well as a
maximum aggregate number of shares that may be purchased by all Participants
pursuant to such Offering. In addition, for a future Offering with more than
one Purchase Date, the Board or the Committee may specify a maximum aggregate
number of shares that may be purchased by all Participants on any given
Purchase Date under the Offering.

         8.2 PRO RATA ALLOCATION: In the event the number of shares of Common
Stock that might be purchased by all Participants in the Plan exceeds the number
of shares of Common Stock available in the Plan or available for any Offering or
Purchase Date, the Plan Administrator shall make a pro rata allocation of the
remaining shares of Common Stock in as uniform a manner as shall be practicable
and as the Plan Administrator shall determine to be equitable. Fractional shares
may not be issued under the Plan unless the Plan Administrator determines
otherwise for any future Offering.

                                   SECTION 9.

         PAYMENT OF PURCHASE PRICE:

         9.1 GENERAL RULES SUBJECT TO SECTION 9.11: Common Stock that is
acquired pursuant to the exercise of all or any portion of an Option may be paid
for only by means of payroll deductions from the Participant's Eligible
Compensation. Except as set forth in this Section 9, the amount of compensation
to be withheld from a Participant's Eligible Compensation during each pay period
shall be determined by the Participant's Subscription.

         9.2 PERCENT WITHHELD: The amount of payroll withholding for each
Participant for purchases pursuant to the Plan during any pay period shall be at
least 1% but shall not exceed 15% of the Participant's Eligible Compensation for
such pay period. Amounts shall be withheld in whole percentages only.

         9.3 PAYROLL DEDUCTIONS: Payroll deductions shall commence on the first
payday following the Offering Date and shall continue through the last payday of
the Offering unless sooner altered or terminated as provided in the Plan;
provided, however, that with respect to the first Offering payroll deductions
shall commence (a) on January 24, 2000 for an Eligible Employee who delivers his
or her Subscription to the Company on or prior to January 19, 2000, (b) on
February 7, 2000 for an Eligible Employee who delivers his or her Subscription
to the Company on or prior to February 2, 2000, and (c) on February 21, 2000 for
an Eligible Employee who delivers his or her Subscription to the Company on or
prior to February 15, 2000.

         9.4 MEMORANDUM ACCOUNTS: Individual accounts shall be maintained for
each Participant for memorandum purposes only. All payroll deductions from a
Participant's compensation shall be credited to such account but shall be
deposited with the general funds of the Company. All payroll deductions received
or held by the Company may be used by the Company for any corporate purpose.


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         9.5 NO INTEREST: No interest shall be paid on payroll deductions
received or held by the Company.

         9.6 ACQUISITION OF COMMON STOCK: On each Purchase Date of an Offering,
each Participant shall automatically acquire, pursuant to the exercise of the
Participant's Option, the number of shares of Common Stock arrived at by
dividing the total amount of the Participant's accumulated payroll deductions
for the Purchase Period by the Purchase Price; provided, however, that the
number of shares of Common Stock purchased by the Participant shall not exceed
the number of whole shares of Common Stock so determined, unless the Plan
Administrator has determined for any future Offering that fractional shares may
be issued under the Plan; and provided, further, that the number of shares of
Common Stock purchased by the Participant shall not exceed the number of shares
for which Options have been granted to the Participant pursuant to Section 8.1.

         9.7 REFUND OF EXCESS AMOUNTS: Any cash balance remaining in the
Participant's account at the termination of each Purchase Period shall be
refunded to the Participant as soon as practical after the Purchase Date
without the payment of any interest; provided, however, that if the Participant
participates in the next Purchase Period, any cash balance remaining in the
Participant's account because it was less than the amount required to purchase
a whole share shall be applied to the purchase of Common Stock in the new
Purchase Period, provided such purchase complies with Section 8.1.

         9.8 WITHHOLDING OBLIGATIONS: At the time the Option is exercised, in
whole or in part, or at the time some or all of the Common Stock is disposed of,
the Participant shall make adequate provision for federal and state withholding
obligations of the Company, if any, that arise upon exercise of the Option or
upon disposition of the Common Stock. The Company may withhold from the
Participant's compensation the amount necessary to meet such withholding
obligations.

         9.9 TERMINATION OF PARTICIPATION: No Common Stock shall be purchased on
behalf of a Participant on a Purchase Date if his or her participation in the
Offering or the Plan has terminated on or before such Purchase Date.

         9.10 PROCEDURAL MATTERS: The Company may, from time to time, establish
(a) limitations on the frequency and/or number of any permitted changes in the
amount withheld during an Offering, as set forth in Section 11.1, (b) an
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, (c) payroll withholding in excess of the amount designated by a
Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections and (d) such other
limitations or procedures as deemed advisable by the Company in the Company's
sole discretion that are consistent with the Plan and in accordance with the
requirements of Section 423 of the Code.

         9.11 LEAVES OF ABSENCE: During leaves of absence approved by the
Company and meeting the requirements of the applicable Treasury Regulations
promulgated under the Code, a Participant may elect to continue participation in
the Plan by delivering cash payments to the Company on the Participant's normal
paydays equal to the amount of his or her payroll deduction under the Plan had
the Participant not taken a leave of absence. Currently, the


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Treasury Regulations provide that a Participant may continue participation in
the Plan only during the first 90 days of a leave of absence unless the
Participant's reemployment rights are guaranteed by statute or contract.

                                   SECTION 10.

         COMMON STOCK PURCHASED UNDER THE PLAN:

         10.1 ESPP BROKER: If the Plan Administrator designates or approves a
stock brokerage or other financial services firm (the "ESPP Broker") to hold
shares purchased under the Plan for the accounts of Participants, the following
procedures shall apply. Promptly following each Purchase Date, the number of
shares of Common Stock purchased by each Participant shall be deposited into an
account established in the Participant's name with the ESPP Broker. Each
Participant shall be the beneficial owner of the Common Stock purchased under
the Plan and shall have all rights of beneficial ownership in such Common
Stock. A Participant shall be free to undertake a disposition of the shares of
Common Stock in his or her account at any time, but, in the absence of such a
disposition, the shares of Common Stock must remain in the Participant's
account at the ESPP Broker until the holding period set forth in Section 423 of
the Code has been satisfied. With respect to shares of Common Stock for which
the holding period set forth above has been satisfied, the Participant may move
those shares of Common Stock to another brokerage account of the Participant's
choosing or request that a stock certificate be issued and delivered to him or
her. Dividends paid in the form of shares of Common Stock with respect to
Common Stock in a Participant's account shall be credited to such account. A
Participant who is not subject to payment of U.S. income taxes may move his or
her shares of Common Stock to another brokerage account of his or her choosing
or request that a stock certificate be delivered to him or her at any time,
without regard to the holding period required by Section 423 of the Code.

         10.2 NOTICE OF DISPOSITION: By entering the Plan, each Participant
agrees to promptly give the Company notice of any Common Stock disposed of
within the later of one year from the Purchase Date and two years from the
Offering Date for such Common Stock, showing the number of such shares disposed
of and the Purchase Date and Offering Date for such Common Stock. This notice
shall not be required if and so long as the Company has a designated ESPP
Broker.

                                   SECTION 11.

         CHANGES IN WITHHOLDING AMOUNTS AND VOLUNTARY WITHDRAWAL:

         11.1 CHANGES IN WITHHOLDING AMOUNTS:

         (a) Unless the Plan Administrator establishes otherwise for a future
Offering, a Participant may elect to decrease or increase the amount withheld
from his or her Eligible Compensation up to two times during any Purchase Period
by completing and filing with the Company an amended Subscription authorizing a
change in the payroll deduction rate. The


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change in rate shall be effective as of the next payday following the date of
filing the amended Subscription if the amended Subscription is filed at least
10 days prior to such payday (the "Change Notice Date") and, if not, as of the
next succeeding payday. All payroll deductions accrued by a Participant as of a
Change Notice Date shall continue to be applied toward the purchase of Common
Stock on the Purchase Date, unless a Participant withdraws from an Offering or
the Plan, pursuant to Section 11.2 or Section 11.3 below. An amended
Subscription shall remain in effect until the Participant changes such
Subscription in accordance with the terms of the Plan.

         (b) Unless otherwise determined by the Plan Administrator for a future
Offering, a Participant may elect to increase or decrease the amount to be
withheld from his or her compensation for a future Offering by completing and
filing with the Company an amended Subscription on or prior to the Enrollment
Deadline for such Offering.

         (c) Notwithstanding the foregoing, to the extent necessary to comply
with Code Section 423 and Section 8.1, a Participant's payroll deductions may
be decreased during any Purchase Period to 0%. Payroll deductions shall
re-commence at the rate provided in such Participant's Subscription at the
beginning of the first Purchase Period in which the Participant can participate
in compliance with Code Section 423 and Section 8.1, unless the Participant
terminates participation in the Offering or the Plan as provided in Section
11.2 or Section 11.3 below.

         11.2 WITHDRAWAL FROM AN OFFERING: A Participant may withdraw from an
Offering by signing and delivering to the Company a written notice of withdrawal
on a form provided by the Company for such purpose. Such withdrawal must be
elected at least 10 days prior to the end of the Purchase Period for which such
withdrawal is to be effective or by any other date specified by the Plan
Administrator for any future Offering. Withdrawal shall not affect Common Stock
previously acquired by the Participant under the Plan. Unless otherwise
indicated, withdrawal from an Offering shall not result in a withdrawal from the
Plan or any succeeding Offering therein. A Participant is prohibited from again
participating in the same Offering at any time upon withdrawal from such
Offering. The Company may, from time to time, impose a requirement that the
notice of withdrawal be on file with the Company for a reasonable period prior
to the effectiveness of the Participant's withdrawal.

         11.3 WITHDRAWAL FROM THE PLAN: A Participant may withdraw from the Plan
by signing a written notice of withdrawal on a form provided by the Company for
such purpose and delivering such notice to the Company. Such notice must be
delivered at least 10 days prior to the end of the Purchase Period for which
such withdrawal is to be effective or by any other date specified by the Plan
Administrator for any future Offering. In the event a Participant voluntarily
elects to withdraw from the Plan, the Participant may not resume participation
in the Plan during the same Offering, but may participate in any subsequent
Offering under the Plan by again satisfying the definition of Eligible Employee
and timely delivering a Subscription. The Company may impose, from time to time,
a requirement that the notice of withdrawal be on file with the Company for a
reasonable period prior to the effectiveness of the Participant's withdrawal.


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         11.4 RETURN OF PAYROLL DEDUCTIONS: Upon withdrawal from an Offering
pursuant to Section 11.2 or from the Plan pursuant to Section 11.3, the
withdrawing Participant's accumulated payroll deductions that have not been
applied to the purchase of Common Stock shall be returned as soon as practical
after the withdrawal, without the payment of any interest, to the Participant
and the Participant's interest in the Offering shall terminate. Such accumulated
payroll deductions may not be applied to any other Offering under the Plan.

                                   SECTION 12.

         AUTOMATIC WITHDRAWAL: If the Fair Market Value of the Common Stock on
any Purchase Date of an Offering is less than the Fair Market Value of the
Common Stock on the Offering Date for such Offering, then every Participant
shall automatically (a) be withdrawn from such Offering after the acquisition of
the shares of Common Stock on such Purchase Period, and (b) be enrolled in the
Offering commencing on such Purchase Date, provided the Participant is eligible
to participate in the Plan and has not elected to terminate participation in the
Plan pursuant to Section 11.2 or 11.3.

                                   SECTION 13.

         TERMINATION OF EMPLOYMENT: Termination of a Participant's employment
with the Company for any reason, including retirement, death or the failure of a
Participant to remain an Eligible Employee, shall immediately terminate the
Participant's participation in the Plan. The payroll deductions credited to the
Participant's account since the last Purchase Date shall, as soon as practical,
be returned to the Participant or, in the case of a Participant's death, to the
Participant's legal representative or designated beneficiary as provided in
Section 14.2, and all of the Participant's rights under the Plan shall
terminate. Interest shall not be paid on sums returned to a Participant pursuant
to this Section 13.

                                   SECTION 14.

         RESTRICTIONS ON ASSIGNMENT:

         14.1 TRANSFERABILITY: An Option granted under the Plan shall not be
transferable and such Option shall be exercisable during the Participant's
lifetime only by the Participant. The Company will not recognize, and shall be
under no duty to recognize, any assignment or purported assignment by a
Participant of the Participant's interest in the Plan, of his or her Option or
of any rights under his or her Option.

         14.2 BENEFICIARY DESIGNATION: The Plan Administrator may permit a
Participant to designate a beneficiary who is to receive any shares and cash, if
any, from the Participant's account under the Plan in the event the Participant
dies after the Purchase Date for an Offering but prior to delivery to such
Participant of such shares and cash. In addition, the Plan Administrator may
permit a Participant to designate a beneficiary who is to receive any cash from
the Participant's account under the Plan in the event that the Participant dies
before the Purchase Date for an Offering. Such designation may be changed by the
Participant at any time by written notice to the Company.


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                                   SECTION 15.

         RESERVED.

                                   SECTION 16.

         NO RIGHTS AS SHAREHOLDER UNTIL SHARES ISSUED: With respect to shares
of Common Stock subject to an Option, a Participant shall not be deemed to be a
shareholder of the Company, and he or she shall not have any of the rights or
privileges of a shareholder. A Participant shall have the rights and privileges
of a shareholder of the Company when, but not until, a certificate or its
equivalent has been issued to the Participant for the shares following exercise
of the Participant's Option.

                                   SECTION 17.

         LIMITATIONS ON SALE OF COMMON STOCK PURCHASED UNDER THE PLAN: The Plan
is intended to provide Common Stock for investment and not for resale. The
Company does not, however, intend to restrict or influence any Participant in
the conduct of his or her own affairs. A Participant, therefore, may sell
Common Stock purchased under the Plan at any time he or she chooses, subject to
compliance with any applicable federal and state securities laws. A Participant
assumes the risk of any market fluctuations in the price of the Common Stock.

                                   SECTION 18.

         AMENDMENT OR TERMINATION OF THE PLAN:

         18.1 The Board may amend the Plan in such respects as it shall deem
advisable; provided, however, that, to the extent required for compliance with
Section 423 of the Code or any applicable law or regulation, shareholder
approval will be required for any amendment that will (i) increase the total
number of shares as to which Options may be granted under the Plan, (ii) modify
the class of employees eligible to receive Options, or (iii) otherwise require
shareholder approval under any applicable law or regulation.

         18.2 The Plan shall continue in effect indefinitely until it is
terminated or suspended by the Board. The Board may terminate or suspend the
Plan at any time and for any reason. During any period of suspension or upon
termination of the Plan, no Options shall be granted.

         18.3 Except as provided in Section 21, no such termination of the Plan
may affect Options previously granted, provided that the Plan or an Offering
may be terminated by the Board on a Purchase Date or by the Board's setting a
new Purchase Date with respect to an Offering and a Purchase Period then in
progress if the Board determines that termination of the Plan and/or the
Offering is in the best interests of the Company and the shareholders or if
continuation of the Plan and/or the Offering would cause the Company to incur
adverse


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<PAGE>


accounting charges as a result of a change after the Effective Date of the Plan
in the generally accepted accounting rules applicable to the Plan.

                                   SECTION 19.

         NO RIGHTS AS AN EMPLOYEE: Nothing in the Plan shall be construed to
give any person (including any Eligible Employee or Participant) the right to
remain in the employ of the Company or a Parent or Subsidiary Corporation or to
affect the right of the Company or a Parent or Subsidiary Corporation to
terminate the employment of any person (including any Eligible Employee or
Participant) at any time with or without cause.

                                   SECTION 20.

         EFFECT UPON OTHER PLANS: The adoption of the Plan shall not affect any
other compensation or incentive plans in effect for the Company or any Parent
or Subsidiary Corporation. Nothing in the Plan shall be construed to limit the
right of the Company, or any Parent Corporation or Subsidiary Corporation, to
(a) establish any other forms of incentives or compensation for employees of
the Company, a Parent Corporation or Subsidiary Corporation, or (b) grant or
assume options otherwise than under the Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.

                                   SECTION 21.

         ADJUSTMENTS:

         21.1 ADJUSTMENT OF SHARES: In the event that, at any time or from time
to time, a stock dividend, stock split, spin-off, combination or exchange of
shares, recapitalization, merger, consolidation, distribution to shareholders
other than a normal cash dividend, or other change in the Company's corporate
or capital structure results in (a) the outstanding shares, or any securities
exchanged therefor or received in their place, being exchanged for a different
number or kind of securities of the Company or of any other corporation, or (b)
new, different or additional securities of the Company or of any other
corporation being received by the holders of shares of Common Stock, then
(subject to any required action by the Company's shareholders), the Board or
the Committee, in its sole discretion, shall make such equitable adjustments as
it shall deem appropriate in the circumstances in (i) the maximum number and
kind of shares of Common Stock subject to the Plan as set forth in Section 4,
(ii) the number and kind of securities that are subject to any outstanding
Option and the per share price of such securities, and (iii) the maximum number
of shares of Common Stock that may be purchased by a Participant in a Purchase
Period. The determination by the Board or the Committee as to the terms of any
of the foregoing adjustments shall be conclusive and binding. Notwithstanding
the foregoing, a Corporate Transaction, dissolution or liquidation of the
Company shall not be governed by this Section 21.1 but shall be governed by
Sections 21.2 and 21.3, respectively.


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<PAGE>


         21.2 MERGER OR ASSET SALE OF THE COMPANY: In the event of a proposed
Corporate Transaction, each outstanding Option shall be assumed or continued or
an equivalent option substituted by the surviving corporation, the successor
corporation or its parent corporation, as applicable (the "Successor
Corporation"). In the event that the Successor Corporation refuses to assume,
continue or substitute for the Option, the Offering then in progress shall be
shortened by setting a new Purchase Date. The new Purchase Date shall be a
specified date before the date of the Company's proposed sale or merger.

         The Board shall notify each Participant in writing, at least 10
business days prior to the new Purchase Date, that the Purchase Date for the
Participant's Option has been changed to the new Purchase Date and that the
Participant's Option shall be exercised automatically on the new Purchase Date,
unless prior to such date the Participant has withdrawn from the Offering or
the Plan as provided in Section 11.

         21.3 DISSOLUTION OR LIQUIDATION OF THE COMPANY: In the event of the
proposed dissolution or liquidation of the Company, the Offering then in
progress shall be shortened by setting a new Purchase Date and shall terminate
immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board. The new Purchase Date
shall be a specified date before the date of the Company's proposed dissolution
or liquidation. The Board shall notify each Participant in writing, at least 10
business days prior to the new Purchase Date, that the Purchase Date for the
Participant's Option has been changed to the new Purchase Date and that the
Participant's Option shall be exercised automatically on the new Purchase Date,
unless prior to such date the Participant has withdrawn from the Offering or
the Plan as provided in Section 11.

         21.4 LIMITATIONS: The grant of Options will in no way affect the
Company's right 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.

                                   SECTION 22.

         REGISTRATION; CERTIFICATES FOR SHARES: The Company shall be under no
obligation to any Participant to register for offering or resale under the
Securities Act of 1933, as amended, or register or qualify under state
securities laws, any shares of Common Stock. The Company may issue certificates
for shares with such legends and subject to such restrictions on transfer and
stop-transfer instructions as counsel for the Company deems necessary or
desirable for compliance by the Company with federal and state securities laws.

                                   SECTION 23.

         EFFECTIVE DATE:  The Plan's Effective Date is December 31, 1999.



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