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                                                                  EXHIBIT 10.1

                              INTERSYSTEMS, INC.

                            1997 STOCK OPTION PLAN

1. PURPOSES. The purposes of this 1997 Stock Option Plan (the "Plan") are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Directors and Employees
of the Company or its subsidiaries (as defined in Section 2 below) to whom
options may be granted under this Plan, and to promote the success of the
Company's business.

      Options granted hereunder may be either "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended
("ISO's"), or "Non-ISO's," at the discretion of the Board and as reflected in
the terms of the written option agreement.

      The Plan is not intended as an agreement or promise of employment. Neither
the Plan, nor any Option granted pursuant to the Plan, shall confer on any
person any right to continue in the employ of the Company. The right of the
Company to terminate an Employee is not limited by the Plan, nor by any Option
granted pursuant to the Plan, unless such right is specifically described by the
terms of any such Option.

2.    DEFINITIONS. As used herein, the following definitions shall apply:

      (a) "Board" shall mean the Committee, if one has been appointed, or the
Board of Directors of the Company, if no Committee is appointed.

      (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (c) "Committee" shall mean the Committee appointed under Section 4(a)
hereof, or, in the absence of such appointment, the Board of Directors of the
Company.

      (d) "Common Stock" shall mean the Common Stock of the Company par value
$.01 per share.

      (e) "Company" shall mean InterSystems, Inc., a Delaware corporation.

      (f) "Continuous Service or Continuous Status as an Employee" shall mean
the absence of any interruption or termination of service as an Employee or
Director. Continuous Status as an Employee or Director shall not be considered
interrupted in the case of sick leave, military leave, or any other leave of
absence approved by the Board.

      (g) "Director" shall mean any person serving on the Board of Directors.
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      (h) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

      (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      (j) "Fair Market Value" shall mean the closing bid price of the Company's
Common Stock as reported on the American Stock Exchange (or if the Common Stock
is not traded on the American Stock Exchange, on the Exchange Quotation System
or Electronic Bulletin Board which reports or quotes the closing prices for a
share of the Company's Common Stock) for any date (or, if no shares of Common
Stock are traded on such date, for the immediately preceding date on which
shares of Common Stock were traded) as reported in the Wall Street Journal (or
if the Wall Street Journal no longer reports such price, any newspaper, trade
journal or quotation service selected by the Committee); or, if no such price
quotation is available, the price which the Committee acting in good faith
determines through any reasonable valuation method that a share of Common Stock
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts.

      (k) "Incentive Stock Option" shall mean an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

      (l) "Non-ISO" shall mean an Option granted under the Plan to purchase
stock which is not intended by the Committee to satisfy the requirements of
Section 422 of the Code.

      (m) "Option" shall mean a stock option granted pursuant to the Plan.

      (n) "Option Price" shall mean the price per Option Share at which an
Option may be exercised.

      (o) "Optioned Stock" shall mean the Common Stock subject to an Option.

      (p) "Optionee" shall mean an Employee or Director who receives an Option.

      (q) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

      (r) "Plan" shall mean this InterSystems, Inc. 1997 Stock Option Plan, as
amended from time to time.

      (s) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Exchange Act.

      (t) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
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      (u) "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      (v) "Ten Percent Shareholder" shall mean a person who owns (after taking
into account the attribution rules of Section 424(d) of the Code) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or a Subsidiary.

3. STOCK AUTHORIZED. Subject to the provisions of Section 11 of the Plan, the
maximum aggregate number of shares which may be Optioned and sold under the Plan
shall not exceed eight hundred seventy-five thousand (875,000) shares of
authorized, but unissued, or reacquired Common Stock.

      If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for further
grant under the Plan.

4. ADMINISTRATION.

      (a) Procedure. The Plan shall be administered by the Board of Directors or
by a Committee of not fewer than two members of the Board of Directors (the
"Committee") to be designated by the Board of Directors of the Company. No
member of the Committee shall be eligible at any time during his or her tenure
to receive Options under the Plan. In addition, no member of the Committee shall
have received any Options under the Plan during the one (1) year period prior to
his or her tenure on the Committee. A majority vote of the members of the
Committee shall be required for all of its actions. The provisions of the
immediately preceding two sentences shall not be applicable to the extent Rule
16b-3 is amended such that similar requirements are no longer applicable for the
exemption offered thereunder.

            A majority of the entire Committee shall constitute a quorum, and
the action of the majority of the Committee members present at any meeting at
which a quorum is present shall be the action of the Committee. All decisions,
determinations, and interpretations of the Committee shall be final and
conclusive on all persons affected thereby and shall, as to Incentive Stock
Options, be consistent with Section 422 of the Code. The Committee shall have
all of the powers and duties set forth herein, as well as such additional powers
and duties as the Board of Directors may delegate to it; provided, however, that
the Board of Directors expressly retains the right in its sole discretion (i) to
elect and to replace the members of the Committee, and (ii) to terminate or
amend this Plan in any manner consistent with applicable law. The Board of
Directors may from time to time elect members of the Committee in substitution
for and in addition to members previously elected, may fill vacancies in the
Committee, however caused, and may discharge the Committee. Duly authorized
actions of the Committee shall constitute actions of the Board of Directors for
the purpose of this Plan and the administration thereof. Notwithstanding
anything to the contrary contained herein unless the last sentence of the first
paragraph of Section 4(a) is applicable, no member of the Committee shall serve
as such under this Plan unless such person is a "disinterested person" within
the meaning of Rule 16b-3(c)(2)(i) of the Exchange Act.
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      (b) Powers of the Committee. Subject to the provisions of the Plan, the
Committee shall have the authority, in its discretion: (i) to grant Incentive
Stock Options, in accordance with Section 422 of the Code, or to grant
"Non-ISO's;" (ii) to determine the Fair Market Value of the Common Stock; (iii)
to determine the exercise price per share of Options to be granted which
exercise price shall be determined in accordance with Section 8(a) of the Plan;
(iv) to determine the Employees and Directors to whom, and the time or times at
which, Options shall be granted and the number of Shares to be represented by
each Option; (v) to interpret the Plan; (vi) to prescribe, amend and rescind
rules and regulations relating to the Plan; (vii) to determine the terms and
provisions of each Option granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option; (viii) to accelerate
or defer (with the consent of the Optionee) the exercise date of any Option;
(ix) to authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted by the Board;
and (x) to make all other determinations deemed necessary or advisable for the
administration of the Plan.

      (c) Effect of the Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.

5. ELIGIBILITY. Options may be granted only to consultants, advisors, Employees
and to Directors who are not serving on the Committee, except to the extent
provided in the last sentence of the first paragraph of Section 4(a). Any
Employee or Director, consultant or advisor who has been granted an Option may,
if he is otherwise eligible, be granted an additional Option or Options.

      Each grant of an Option shall be evidenced by an Option Agreement, and
each Option Agreement shall (1) specify whether the Option is an Incentive Stock
Option or a Non-ISO and (2) incorporate such other terms and conditions as the
Committee acting in its absolute discretion deems consistent with the terms of
this Plan, including, without limitation, a restriction on the number of shares
of stock subject to the Option which first become exercisable during any
calendar year.

      To the extent that the aggregate Fair Market Value of the stock of the
Company subject to Incentive Stock Options granted any Optionee which first
become exercisable in any calendar year exceeds $100,000, such Options shall be
treated as Non-ISO's. This $100,000 limitation shall be administered in
accordance with the rules under Section 422(d) of the Code.

6. EFFECTIVE DATE AND TERM OF PLAN. The effective date of this Plan ("Effective
Date") shall be the date it is adopted by the Board, provided the stockholders
of the Company (acting at a duly called meeting of such stockholders) approve
this Plan within twelve (12) months after such Effective Date. The effectiveness
of Options granted under this Plan prior to the date such shareholder approval
is obtained shall be contingent on such shareholder approval.

      Subject to the provisions of Section 13 hereof, no Option shall be granted
under this Plan on or after the earlier of:

      (a) the tenth anniversary of the Effective Date of this Plan in which
event the Plan otherwise thereafter shall continue in effect until all
outstanding Options shall have been surrendered or exercised in full or no
longer are exercisable, or
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      (b) the date on which all of the Common Stock reserved for issuance under
Section 3 of this Plan has (as a result of the exercise or expiration of Options
granted under this Plan) has been issued or no longer is available for use under
this Plan, in which event the Plan also shall terminate on such date.

7. TERM OF OPTION. An Option shall expire on the date specified in such Option,
which date shall not be later than the tenth anniversary of the date on which
the Option was granted, except that if any Employee or Director, at any time an
Incentive Stock Option is granted to him, owns stock representing more than ten
percent of the total combined voting power of all classes of Common Stock (or,
under Section 424(d) of the Code is deemed to own stock representing more than
ten percent of the total combined voting power of all such classes of Common
Stock, by reason of the ownership of such classes of stock, directly or
indirectly, by or for any brother, sister, spouse, ancestor or lineal descendant
of such Employee or Director, or by or for any corporation, partnership, state
or trust of which such Employee or Director is a shareholder, partner or
beneficiary), the Incentive Stock Option granted him shall not be exercisable
after the expiration of five years from the date of grant or such earlier
expiration as provided in the particular Option agreement.

8. EXERCISE PRICE AND CONSIDERATION.

      (a) The Option Price for the Shares to be issued pursuant to exercise of
an Option shall be such price as is determined by the Committee, but shall be
subject to the following:

            (i) In the case of an Incentive Stock Option

                  (A) granted to an Employee who, immediately before the grant
of such Incentive Stock Option, owns stock (considering attribution under
Section 424(d) of the Code) representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the Option Price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.

                  (B) granted to an Employee, the per share exercise price shall
be no less than one hundred percent (100%) of the Fair Market Value per Share on
the date of grant.

            (ii) In the case of an Option granted on or after the effective date
of registration of any class of equity security of the Company pursuant to
Section 12 of the Exchange Act and prior to six months after the termination of
such registration, the per Share exercise price shall be no less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.

      (b) The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the Board
and may consist entirely of cash, check, promissory note, other Shares of Common
Stock having a fair market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option shall be exercised, by
conversion of Shares (in the manner provided in the succeeding sentence), or any
combination of such methods of payment, or such other consideration and method
of payment for the issuance of Shares to the extent permitted under Delaware
Law. If the Optionee desires to pay for the Optioned Shares, in whole or in
part, by conversion of Shares, Optionee shall be entitled to receive that number
of Shares equal to the quotient obtained by dividing [(A-B)(x)] by (A) where:
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            (A)   = the Fair Market Value of one Share of Common Stock on the
                    date of conversion.

            (B)   = the Option Price for one Share of Common Stock subject to an
                    Option.

            (X)   = the Number of Shares of Common Stock issuable upon exercise
                    of the Option if exercised for cash;

provided, that if the above calculation results in a negative number, then no
Shares shall be issued or issuable upon conversion of the Option. Any payment
made in Shares of the Company's Common Stock shall be treated as equal to the
Fair Market Value of such Common Stock on the date the properly endorsed
certificate for such Common Stock is delivered to the Committee (or its
delegate).

9.    EXERCISE OF OPTION.

      (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Committee, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of the
Plan.

            An Option may not be exercised for a fraction of a Share.

            An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance, which in no event will be delayed more than thirty (30) days
from the date of the exercise of the Option (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in the Plan.

            Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

      (b) Termination of Service as an Employee or Director. If the Continuous
Service of any Employee or Director terminates, he may, but only within thirty
(30) days (or such other period of time not exceeding three (3) months as is
determined by the Committee) after the date he ceases to be an Employee or
Director of the Company, exercise his Option to the extent that he was entitled
to exercise it as of the date of such termination. To the extent that he was not
entitled to exercise the Option at the date of such termination, or if he does
not exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
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      (c) Disability of Optionee. Notwithstanding the provisions of Section 9(b)
above, in the event an Optionee who is at the time of his becoming disabled an
Employee or Director is unable to continue his Continued Service with the
Company as a result of his total and permanent disability (as defined in Section
105(d)(4) of the Code, as amended), he may, but only within three (3) months (or
such other period of time not exceeding twelve (12) months as is determined by
the Committee) from the date of disability, exercise his Option to the extent he
was entitled to exercise it at the date of such disability and to the extent
such Option has not already expired by its terms. To the extent that he was not
entitled to exercise the Option at the date of disability, or if he does not
exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.

      (d) Death of Optionee. In the event of the death of an Optionee:

            (i) during the term of the Optionee who is at the time of his death
an Employee or Director of the Company and who shall have been in Continuous
Status as an Employee or Director since the date of grant of the Option, the
Option may be exercised, at any time within twelve (12) months following the
date of death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that would have accrued had the Optionee continued living one
(1) month after the date of death; or

            (ii) within thirty (30) days (or such other period of time not
exceeding three (3) months as is determined by the Committee) after the
termination of Continuous Status as an Employee or Director, the Option may be
exercised, at any time within three (3) months following the date of death, by
the Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of termination and not yet expired.

10.   TRANSFERABILITY OF OPTIONS.

      (a) Incentive Stock Options. The Incentive Stock Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

      (b) Non-qualified Stock Options. The Committee may, in its discretion,
authorize all or a portion of the options to be granted to the Optionee to be on
terms which permit transfer by such Optionee to (i) the spouse, children or
grandchildren or parents of the Optionee ("Immediate Family Members"), (ii) a
trust or trusts for the exclusive benefit of such Immediate Family Members, or
(iii) a partnership or limited liability company in which such Immediate Family
Members are the only partners or members, provided that (x) there is no
consideration paid for any such transfer and (y) subsequent transfers shall be
prohibited except in accordance with the laws of descent and distribution, or by
will. Following transfer, any such options shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of Sections 4, 5, 8 and 9 hereof, the term "Optionee"
shall be deemed to refer to the transferee. The events of termination of
employment of Section 9 hereof shall continue to be applied with respect to the
original Optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified at Section 9
hereof.
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11.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.  Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock dividend with
respect to the Common Stock or any other increase or decrease in the number of
issued 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 an Option.

      In the event of the proposed dissolution or liquidation of the Company, or
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, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable.

12. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each Employee to whom an
Option is so granted within a reasonable time after the date of such grant.

13.   AMENDMENT AND TERMINATION OF THE PLAN.

      (a) The Board may amend or terminate the Plan from time to time in such
respects as the Board may deem advisable; provided that, the following revisions
or amendments shall require approval of the holders of a majority of the
outstanding shares of the Company entitled to vote:

            (i) any material increase in the number of Shares subject to the
Plan, other than in connection with an adjustment under Section 11 of the Plan;
or

            (ii) if shareholder approval of such amendment is required for
continued compliance with Rule 16b-3 or Section 422 of the Code.

      (b) Shareholder Approval. Any amendment requiring shareholder approval
under Section 13(a) of the Plan shall be solicited as described in Section 19 of
the Plan.
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      (c) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.

14. RIGHTS AS A STOCKHOLDER. The holder of an option shall have no rights as a
stockholder with respect to any shares covered by the option (including, without
limitation, any rights to receive dividends or non-cash distributions with
respect to such shares) until the date of issue of a stock certificate to him or
her for such shares. No adjustment shall be made for dividends or other rights
for which the record date is prior to the date such stock certificate is issued.

15. CANCELLATION AND NEW GRANT OF OPTIONS, ETC. The Board of Directors shall
have the authority to effect, at any time and from time to time, with the
consent of the affected Optionees, (i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution therefor of new
options under the Plan covering the same or different numbers of shares and
having an option exercise price per share which may be lower or higher than the
exercise price per share of the cancelled options or (ii) the amendment of the
terms of any and all outstanding options under the Plan to provide an option
exercise price per share which is higher or lower than the then-current exercise
price per share of such outstanding options.

16. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, 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, the Company may require the
person exercising such Option to represent and warrant at the time of any 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 relevant provisions of law.

17. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
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18. OPTION AGREEMENT. Options shall be evidenced by written Option agreements in
such form as the Committee shall approve. The stock option agreement authorized
under the Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of the Option, as the Committee shall
deem advisable. Any such stock option agreement shall contain such limitations
and restrictions upon the exercise of the Option as shall be necessary in order
that such option will be an Incentive Stock Option as defined in Section 422 of
the Code.

19. SHAREHOLDER 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. If such shareholder approval is obtained at a duly held
stockholders' meeting, it may be obtained by the affirmative vote of the holders
of a majority of the outstanding shares of the Company present or represented
and entitled to vote thereon. The approval of such stockholders of the Company
shall be (1) solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder, or (2)
solicited after the Company has furnished in writing to the holders entitled to
vote substantially the same information concerning the Plan as that which would
be required by the rules and regulations in effect under Section 14(a) of the
Exchange Act at the time such information is furnished.

20. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such Board
member is liable for negligence or misconduct in the performance of his duties;
provided that within 60 days after institution of any such action, suit or
proceeding a Board member shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.

21. APPLICATION OF FUNDS. The proceeds received by the Company from the sale of
Common Stock pursuant to Options will be used for general corporate purposes.

22. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose no
obligation upon the Optionee to exercise such Option.

23. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
and directors of the Company or any Subsidiary.

24. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.

25. HEADINGS, ETC., NO PART OF PLAN. Headings of Articles and Sections hereof
are inserted for convenience and reference; they constitute no part of the Plan.
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26. GOVERNING LAW. The Plan shall be governed by and construed in accordance
with the laws of the State of Delaware, except to the extent preempted by
Federal law. The Plan is intended to comply with Rule 16b-3. Any provisions
inconsistent with Rule 16b-3 shall be inoperative and shall not affect the
validity of the Plan, unless the Board of Directors shall expressly resolve that
the Plan is no longer intended to comply with Rule 16b-3.