jan1604_ex0401






 EXHIBIT
  4.1 

 SILICON
  GRAPHICS, INC.

AMENDED AND RESTATED

1998 EMPLOYEE STOCK PURCHASE PLAN 


  (as of December 16, 2003) 



          The following constitutes the
provisions of the Employee Stock Purchase Plan (herein called the "Plan") of
Silicon Graphics, Inc. 



     
     1.  Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through payroll deductions. It is the intention of
the Company that the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code. 


     
2.  
Definitions. 



          
     (a)  "Board" means the Board of Directors of the Company or, to
the extent authorized by the Board, a committee of the Board. 


          

(b)  “Code” means the Internal Revenue Code of 1986, as amended. 



          

(c)  “Common Stock” means the Common Stock, $0.001 par value, of the Company.



          
(d)  “Company” means Silicon Graphics, Inc. and Designated Subsidiaries of the Company. 



          
     (e)  “Compensation” means base pay, plus any amounts
attributable to overtime, shift premium, incentive compensation, bonuses and
commissions (exclusive of "spot bonuses" and any other such item specifically
directed for all Employees by the Board or its committee). 


     
     
     (f)  “Designated Subsidiaries” means the Subsidiaries
which have been designated by the Board from time to time in its sole
discretion as eligible to participate
in the Plan.


           
(g)  “Employee” means any individual who is an Employee of the Company for tax purposes
  whose customary employment with the Company is at least twenty (20) hours per
  week and more than five (5) months in a calendar year. For purposes of the Plan,
  the employment relationship will be treated as continuing intact while the individual
  is on sick leave or other leave of absence approved in writing by the Company.
  Where the period of leave (other than a personal leave of absence) exceeds 90
  days and the individual’s right to reemployment is not guaranteed either by
  statute or by contract, the employment relationship shall be deemed to have
  terminated on the 91st day of such leave. In the case of a personal leave of
  absence, the employment relationship shall be deemed to have terminated on the
  commencement date.  

          
(h)  “Enrollment Date”
  means the first Trading Day of each Offering Period.  
   











          

(i)  “Exercise Date” means the last Trading Day of each Purchase Period. 


     
     
     (j)  “Fair Market Value” means, as of any date, the
value of the Common Stock determined by the Board based on such factors as the
Board determines relevant, provided however, that if there is a public market
for the Common Stock the fair market value will be determined as
follows:



     
     
     (1)  If the Common Stock is listed on any established stock
exchange or a national market system, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
on or prior to the date of such determination, as reported in 
The Wall Street
Journal or
such other source as the Board deems reliable; or 


     
     
     (2)  If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on
or prior to the date of such determination, as reported in 
The Wall Street
Journal or
such other source as the Board deems reliable. 



     
     
     (k)  “Maximum Amount” means, subject to applicable
law, the maximum number of shares of Common Stock that a participant may
purchase on any given Exercise Date or the maximum contribution amounts, as
determined by the Board or its committee in its sole discretion.


          

(k)  “Offering Date” means the first day of each Offering Period of the Plan. 


     
     
     (l)  “Offering Period” means a period of twelve (12)
months consisting of two Purchase Periods during which options granted pursuant
to the Plan may be exercised. The duration and timing of Offering Periods may
be changed pursuant to Sections 4 and 20 of this Plan.


          

(m)  “Plan” means this 1998 Employee Stock Purchase Plan, as amended.


     
     
     (n)  “Purchase Period” means the approximately
six-month period commencing after one Exercise Date and ending with the next
Exercise Date, except that the first Purchase Period of any Offering Period
will commence on the Enrollment Date and end with the next Exercise Date.



     
     
     (o)  “Purchase Price” means 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or on the Exercise
Date, whichever is lower;
provided however, that the Purchase Price may be adjusted by the Board pursuant to Section 20. 


           
(p)  “Reserves” means the number of shares of Common Stock covered by each option
  under the Plan that has not yet been exercised and the number of shares of Common
  Stock that have been authorized for issuance under the Plan but not yet placed
  under option.   

          

(q)  “Subsidiary” means any corporation, domestic or foreign, in which the Company
  or a Subsidiary owns, directly or indirectly, 50% or more of the voting shares,
  whether  


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 or
  not such corporation now exists
  or is hereafter organized or acquired by the Company or a Subsidiary. 


     
     (r)  “Trading Day” means a day on which national stock exchanges and the Nasdaq System are open for trading.


     
3. Eligibility.


     
     (a)  General Rule. Any Employee who is employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan, subject to the
requirements of Section 5(a) and the limitations imposed by Section 423(b) of the Code.


     
     (b)  Exceptions. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan if (i) immediately after the
grant, such Employee (or any other person whose stock ownership would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock and/or hold outstanding options to purchase shares possessing five percent (5%) or
more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) the rate of withholding under such option would permit the employee’s rights to purchase shares under all employee
stock purchase plans (described in Section 423 of the Code) of the Company and its subsidiaries to accrue (i.e., become exercisable) at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such shares (determined at the time such option is granted) for each calendar year in which such
option is outstanding at any time. 


     
4.  Offering Periods.  The Plan shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after February 1 and August 1 each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 20.  The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder
approval, if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.


     
5. Participation. 


     
     (a)  An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form provided by the
Company and filing it with the Company prior to the applicable Enrollment Date, unless a later time for filing the subscription agreement is set for all eligible Employees with respect to such Offering Period.  Unless otherwise determined by the
Board, an eligible Employee may participate in only one Offering Period at a time. 


           (b)  
  Payroll deductions for a participant shall commence with the first payroll following
  the Enrollment Date (or as soon as administratively feasible) and shall end
  on the last payroll in the Offering Period to which such authorization is applicable,
  unless the participant withdraws from the Plan as provided in Section 10. 

     
6.  Payroll
  Deductions.  

           (a)  
  At the time a participant files his or her subscription agreement, he or she
  shall elect to have payroll deductions made on each payday during all subsequent
  Offering 

  


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 Periods at a rate
  not exceeding ten percent (10%) nor less than one percent (1%), or such other
  rate as may be determined from time to time by the Board, of the Compensation
  which he or she would otherwise receive on such payday without regard to deferral
  elections, provided that the aggregate of such payroll deductions during any
  Offering Period shall not exceed ten percent (10%), or such other percentage
  as may be determined from time to time by the Board, of the aggregate Compensation
  which he or she would otherwise have received during said Offering Period.


     
     (b)  All payroll deductions authorized by a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only.  A
participant may not make any additional payments into such account. 


     
     (c)  A participant may discontinue his or her participation in the Plan as provided in Section 10, or, subject to paragraph (a), may change the rate of his or her
payroll deductions during an Offering Period by completing and filing with the Company a new authorization for payroll deduction.  The Board may, in its discretion, limit the number of participation rate changes in any Offering Period.  A change in
rate shall be effective as soon as administratively feasible following the Company’s receipt of the new authorization.  A participantœs subscription agreement shall remain in effect for successive Offering Periods unless the participant withdraws
from the Plan as provided in Section 10. 


     
     (d)  Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code, Section 3(b) of the Plan or the Board’s
determination of the Maximum Amount, a participant’s payroll deductions may be automatically decreased to zero percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate provided in such participant's
subscription agreement at the beginning of the first Purchase Period when allowed by such sections, unless the participant has withdrawn pursuant to Section 10. 


     
     (e)  At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the Company’s federal, state or other tax withholding obligations, if any, which arise on the exercise of the option or the disposition of the common Stock.  At any time the Company may, but shall not be
obligated to, withhold from the participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the Employee. 


     
7. Grant of Option. 


           (a)  
  On each Enrollment Date of each Offering Period, each eligible Employee participating
  in such Offering Period shall be granted an option to purchase on each Exercise
  Date during such Offering Period (at the applicable Purchase Price) a number
  of full shares of the Company’s Common Stock arrived at by dividing such Employee’s
  payroll deductions to be accumulated prior to such Exercise Date and retained
  in the Employee’s account as of the Exercise Date by the applicable Purchase
  Price; provided that the maximum number of shares a participant may purchase
  during each Offering Period shall be determined by (i) dividing $40,000 by the
  Fair Market Value of a share of the Company’s Common Stock on the Offering Date
  or (ii) if less, by the "Maximum Cap" set for such Offering Period; and provided
  further that such purchase shall be subject to the limitations set forth
  in Sections 3(b) and 13. The "Maximum 


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  Cap” for each Offering
  Period shall be the number of shares purchasable under the Plan during that
  Offering Period with the maximum payroll deductions permitted by Section 6(d)
  (including the Maximum Amount), based on the Fair Market Value of the Common
  Stock at the beginning of the Offering Period. The Board may, for future Offering
  Periods, increase or decrease, in its absolute discretion, the maximum number
  of shares of the Company’s Common Stock an Employee may purchase during each
  Purchase Period of such Offering Period. Exercise of the option shall occur
  as provided in Section 8 of the Plan, unless the participant has withdrawn pursuant
  to Section 10. The option shall expire on the last day of the Offering Period.
   


     
     8. Exercise of Option.



     
          (a)  Unless a participant
withdraws from the Offering Period as provided in Section 10, his or her option
for the purchase of shares will be exercised automatically at each Exercise
Date, and the maximum number of full shares subject to option will be purchased
at the applicable Purchase Price with the accumulated payroll deductions in his
or her account. No fractional shares will be purchased. The shares purchased
upon exercise of an option hereunder shall be deemed to be transferred to the
participant on the Exercise Date. During his or her lifetime, a participant's
option to purchase shares hereunder is exercisable only by the participant.




     
          
(b)  If the Board
determines that, on a given Exercise Date, the number of shares with respect to
which options are to be exercised may exceed (i) the number of shares of Common
Stock that were available for sale under the Plan on the Enrollment Date of the
applicable Offering Period, or (ii) the number of shares available for sale
under the Plan on such Exercise Date, the Board may in its sole discretion
provide that the Company shall make a pro rata allocation of the shares of
Common Stock available for purchase on such Enrollment Date or Exercise Date,
as applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Exercise Date, and (x)
continue all Offering Periods then in effect, or (y) terminate any or all
Offering Periods then in effect pursuant to Section 20. The Company may make
pro rata allocation of the shares available on the Enrollment Date of any
applicable Offering Period pursuant to the preceding sentence, notwithstanding
any authorization of additional shares for issuance under the Plan by the
Company's stockholders subsequent to such Enrollment Date. 



      
9.    Delivery. As promptly as practicable after each Exercise Date on which a purchase
  of shares occurs, the Company shall arrange for the shares purchased upon exercise
  of his or her option to be electronically credited to the participant's designated
  brokerage account at one of the securities brokerage firms participating in
  the Company's direct deposit program from time to time. Any cash remaining to
  the credit of a participant's account under the Plan after a purchase by him
  or her of shares at the Exercise Date of each Offering Period which merely represents
  a fractional share shall be credited to the participant's account for the next
  subsequent Purchase Period or Offering Period; any additional cash shall be
  returned to said participant.  


      
10.   Withdrawal; Termination
  of Employment.  


           
(a)  
  A participant may withdraw all, but not less than all, the payroll deductions
  credited to his or her account and not yet used to exercise his or her option
  under the Plan at any time by giving written notice to the Company on a form
  provided for such purpose. All of the participant's payroll deductions credited
  to his or her account will be paid to the participant as soon as practicable
  after receipt of the notice of withdrawal, his or her option for the current
  

  


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 Offering Period will
  be automatically canceled, and no further payroll deductions for the purchase
  of shares will be made during such Offering Period. If a participant withdraws
  from an Offering Period, payroll deductions will not resume at the beginning
  of the succeeding Offering Period unless the participant delivers to the Company
  a new subscription agreement. 


     
     
     (b)  Upon a participant's ceasing to be an Employee for any
reason, including retirement or death, he or she will be deemed to have elected
to withdraw from the Plan and the payroll deductions accumulated in his or her
account during the Offering Period but not yet used to exercise the option will
be returned to him or her as soon as practicable after such termination or, in
the case of death, to the person or persons entitled thereto under Section 14,
and his or her option will be automatically canceled. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.




     
     
     (c)  A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participate in a succeeding
Offering Period or in any similar plan which may hereafter be adopted by the
Company.




     
     11.  Automatic Transfer to Low Price Offering Period. To the
extent permitted by any applicable laws, regulations or stock exchange rules,
if the Fair Market Value of the Common Stock on any Exercise Date in an
Offering Period is lower than the Fair Market Value of the Common Stock on the
Enrollment Date of such Offering Period, then all participants in such Offering
Period will be automatically withdrawn from such Offering period immediately
after the exercise of their option on such Exercise Date and automatically
reenrolled in the immediately following Offering Period as of the first day
thereof.



     
12.  Interest.  No interest shall accrue on the payroll deductions of a participant in the Plan.


     
13.  Stock.


           (a)
  Subject to adjustment upon changes in capitalization of the Company as provided
  in Section 19, the maximum number of shares of the Company's Common Stock which
  shall be reserved for sale under the Plan after July 30, 2003 shall be 12,000,592
  shares. "Issued Shares" shall mean the number of shares of Common Stock of the
  Company outstanding on such date plus any shares reacquired by the Company during
  the fiscal year that ends on such date. The shares to be sold to participants
  in the Plan may be, at the election of the Company, either treasury shares or
  shares authorized but unissued. If the total number of shares which would otherwise
  be subject to options granted pursuant to Section 7(a) hereof on the Offering
  Date of an Offering Period exceeds the number of shares then available under
  the Plan (after deduction of all shares for which options have been exercised
  or are then outstanding), the Company shall make a pro rata allocation of the
  shares remaining available for option grant in as uniform and equitable a manner
  as is practicable. In such event, the Company shall give written notice of such
  reduction of the number of shares subject to the option to each participant
  affected thereby and shall similarly reduce the rate of payroll deductions if
  necessary and return any excess funds accumulated in each participant's account
  as soon as practicable after the affected Exercise Date of such Offering Period.



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     (b)  The participant will have no interest or voting rights in
shares covered by his or her option until such option has been exercised.



     
     
     (c)  Shares to be delivered to a participant under the Plan will
be credited electronically to a brokerage account in the name of the
participant at one of the brokerage firms participating from time to time in
the Company's direct deposit program. 



     
     14.  Administration. The Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision
and determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties. 


     
15.  Designation of Beneficiary. 


     
     
     (a)  A participant may file a written designation of a
beneficiary who is to receive shares and/or cash, if any, from the
participant's account under the Plan in the event of such participant's death
at a time when cash or shares are held for his or her account.. 


     
     
     (b)  Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant in the absence of a valid designation of a beneficiary who is
living at the time of such participant’s death, the Company shall deliver
such shares and/or cash to the executor or administrator of the estate of the
participant; or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may reasonably designate.



      16.  
  Transferability. Neither payroll deductions credited to a participant's account
  nor any rights with regard to the exercise of an option or to receive shares
  under the Plan may be assigned, transferred, pledged or otherwise disposed of
  in any way (other than by will, the laws of descent and distribution, or as
  provided in Section 15 hereof) by the participant. Any such attempt at assignment,
  transfer, pledge or other disposition shall be without effect, except that the
  Company may treat such act as an election to withdraw funds in accordance with
  Section 10. 

     17.
  Use of Funds. All payroll deductions received or held by the Company under the
  Plan may be used by the Company for any corporate purpose, and the Company shall
  not be obligated to segregate such payroll deductions.  

      18.
  Reports. Individual accounts will be maintained for each participant in the
  Plan. Statements of account will be given to participating Employees at least
  annually, and will set forth the amounts of payroll deductions, the Purchase
  Price, the number of shares purchased and the remaining cash balance, if any.
   

      19.   Adjustments Upon
  Changes in Capitalization.  

           (a)
  Changes in Capitalization. Subject to any required action by the stockholders
  of the Company, the Reserves, the maximum number of shares each participant
  may purchase each


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Purchase Period (under Section 7), as well as the price per share and the number
of shares of Common Stock covered by each option under the Plan that has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common Stock
or any other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to option. 
     
     
     (b)  Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
will be shortened by setting a new Exercise Date (the “New Exercise
Date”), and shall terminate immediately prior to the consummation of such
proposed dissolution or liquidation, unless otherwise provided by the Board.
The New Exercise Date shall be before the date of the Company’s proposed
dissolution or liquidation. The Company shall notify each participant in
writing prior to the New Exercise Date, that the Exercise Date for the
participant’s option has been changed to the New Exercise Date and that
the participant’s option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10. 


           
(c)  
  Merger or Asset Sale. In the event of a proposed sale of all or substantially
  all of the assets of the Company, or the merger of the Company with or into
  another corporation, each option under the Plan shall be assumed or an equivalent
  option shall be substituted by the successor corporation or a parent or Subsidiary
  of the successor corporation. If the successor corporation refuses to assume
  or substitute for the option, any Purchase Periods then in progress shall be
  shortened by setting a new Exercise Date (the “New Exercise Date”)
  and any Offering Periods then in progress shall end on the New Exercise Date.
  The New Exercise Date shall be before the date of the Company’s proposed
  sale or merger. The Board shall notify each participant in writing prior to
  the New Exercise Date, that the Exercise Date for the participant’s option
  has been changed to the New Exercise Date and that the participant’s option
  has been changed to the New Exercise Date and that the participant’s option
  will be exercised automatically on the New Exercise Date, unless prior to such
  date the participant has withdrawn from the Offering Period as provided in Section
  10. 

      The
  Board may, if it so determines in the exercise of its sole discretion, also
  make provision for adjusting the Reserves, as well as the price per share of
  Common Stock covered by each outstanding option, in the event that the Company
  effects one or more reorganizations, recapitalizations, rights offerings or
  other increases or reductions of shares of its outstanding Common Stock, and
  in the event of the Company being consolidated with or merged into any other
  corporation.  

      20.  Amendment or
  Termination.  

      
     (a)  
  The Board of Directors of the Company may at any time and for any reason terminate
  or amend the Plan. Except as provided in Section 19, no such termination will
  affect options previously granted, provided that an Offering Period may be terminated
  by the 

  


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 Board on any Exercise
  Date if the Board determines that the termination of the Offering Period or
  the Plan is in the best interests of the Company and its stockholders. Except
  as provided in Section 19 and this Section 20, no amendment may make any change
  in any option theretofore granted which adversely affects the rights of any
  participant. In addition, to the extent necessary to comply with Section 423
  of the Code (or any successor rule or provision or any other applicable law,
  regulation or stock exchange rule), the Company shall obtain stockholder approval
  in such a manner and to such a degree as required. 

     
     
     (b)  Without stockholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods,
limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld in
a currency other than U.S. dollars, permit 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, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation and establish such other limitations or procedures
as the Board or its committee determines in its sole discretion advisable which
are consistent with the Plan. 


     
     
     (c)  In the event the Board determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to: 


          
           (i)  altering the
Purchase Price for any Offering Period including an Offering Period underway at
the time of the change in Purchase Price;


          
           (ii)  shortening any
Offering Period so that Offering Period ends on a new Exercise Date, including
an Offering Period underway at the time of the Board action; and


               
  (iii)  allocating shares.
   

     
     Such
  modifications or amendments shall not require stockholder approval or the consent
  of any Plan participants. 

      21.  
  Notices. All notices or other communications by a participant to the Company
  in connection with the Plan shall be deemed to have been duly given when received
  in the form specified by the Company at the location, or by the person, designated
  by the Company for the receipt thereof. Notices given by means of the Company's
  online HR or similar system will be deemed to be written notices under the Plan.


      22.  
  Stockholder Approval. Continuance of the Plan shall be subject to approval by
  the stockholders of the Company within twelve months before or after the date
  the Plan is adopted. Such stockholder approval shall be obtained in the manner
  and degree required under the Delaware General Corporate Law.  

      23.  
  Conditions Upon Issuance of Shares. Shares shall not be issued with respect
  to an option unless the exercise of such option and the issuance and delivery
  of such shares



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pursuant thereto 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, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. 

          As a condition to the exercise of
an option, if required by applicable securities laws, the Company may require
the participant for whose account the option is being exercised to represent
and warrant at the time of such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions
of law.



     24.  Term of Plan.  The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the
Company as described in Section 22.  It shall continue in effect for a term of twenty (20) years unless sooner terminated under Section 20.



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