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                                                                   Exhibit 10(h)


                             AFP IMAGING CORPORATION
                             1999 STOCK OPTION PLAN

1.       Purposes.

The AFP IMAGING CORPORATION 1999 INCENTIVE STOCK OPTION PLAN (the "Plan") is
intended to provide the employees, directors, independent contractors and
consultants of AFP Imaging Corporation (the "Company") and/or any subsidiary
thereof with an added incentive to commence and/or continue their services to
the Company and to induce them to exert their maximum efforts toward the
Company's success. By thus encouraging employees, directors, independent
contractors and consultants and promoting their continued association with the
Company, the Plan may be expected to benefit the Company and its stockholders.
The Plan allows the Company to grant Incentive Stock Options ("ISOs") (as
defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), Non-Qualified Stock Options ("NQSOs") not intended to qualify under
Section 422(b) of the Code and Stock Appreciation Rights ("SARs") (collectively
the "Options"). The vesting of one or more Options granted hereunder may be
based on the attainment of specified performance goals of the participant or the
performance of the Company, one or more subsidiaries, or division of one or more
of the above.

2.       Shares Subject to the Plan.

The total number of shares of Common Stock of the Company, $.01 par value per
share (the "Common Stock"), that may be subject to Options granted under the
Plan shall be five hundred thousand (500,000) in the aggregate, subject to
adjustment as provided in Paragraph 8 of the Plan; however, the grant of an ISO
to an employee together with a tandem SAR or any NQSO to an employee together
with a tandem SAR shall only require one share of Common Stock available subject
to the Plan to satisfy such joint Option. The Company shall at all times while
the Plan is in force reserve such number of shares of Common Stock as will be
sufficient to satisfy the requirement of outstanding Options granted under the
Plan. In the event any Option granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the unpurchased shares subject
thereto shall again be available for granting of Options under the Plan.

3.       Eligibility.

ISO's or ISO's in tandem with SAR's (provided the SAR meets the requirements set
forth in Temp. Reg. Section 14a.422A-1, A-39 (a) through (e) inclusive) may be
granted from time to time under the Plan to one or more employees of the Company
or of a "subsidiary" or "parent" of the Company, as the quoted terms are defined
within Section 424 of the Code. An Officer is an employee for such purposes.
However, a director of the Company who is not otherwise an employee is not
deemed an employee for such purposes. NQSOs and NQSOs in tandem SARs may be
granted from time to time under the Plan to one or more employees of the
Company, Officers, members of the Board of Directors, independent contractors,
consultants and other individuals who are not employees of, but are involved in
the continuing development and success of the Company and/or of a subsidiary of
the Company, including persons who have previously been granted Options under
the Plan.

4.       Administration of the Plan.

         (a) The Plan shall be administered by the Board of Directors of the
             Company as such Board of Directors may be composed from time to
             time or by a Stock Option Committee (the "Compensation Committee")
             which shall be comprised of at least two Outside Directors (as such
             term is defined in regulations promulgated from time to time with
             respect to section 162(m)(4)(c)(i) of the Code) appointed by such
             Board of Directors of the Company and/or an Option Committee,
             comprised of such individual or individuals as the Board of
             Directors of the Company may designate from time to time (such
             Option Committee and the Compensation Committee are collectively
             hereinafter referred to as the "Committee"). As and to the extent
             authorized by the Board of Directors of the Company, a Committee
             may exercise the power and authority vested in the Board of
             Directors under the Plan. Within the limits of the express
             provisions of the Plan, the Board of Directors or Committee shall
             have the authority, in its discretion, to determine the individuals
             to whom, and the time or times at which, Options shall be granted,
             the character of such Options (whether ISOs, NQSOs, and/or SARs in
             tandem with NQSOs, and/or SARs in tandem with ISOs) and the number
             of shares of Common Stock to be subject to each Option, the manner
             and form in which

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             the optionee can tender payment upon the exercise of his Option,
             and to interpret the Plan, to prescribe, amend and rescind rules
             and regulations relating to the Plan, to determine the terms and
             provisions of Option agreements that may be entered into in
             connection with Options (which need not be identical), subject to
             the limitation that agreements granting ISOs must be consistent
             with the requirements for the ISOs being qualified as "incentive
             stock options" as provided in Section 422 of the Code, and to make
             all other determinations and take all other actions necessary or
             advisable for the administration of the Plan. In making such
             determinations, the Board of Directors and/or a Committee may take
             into account the nature of the services rendered by such
             individuals, their present and potential contributions to the
             Company's success, and such other factors as the Board of Directors
             and/or a Committee, in its discretion, shall deem relevant. The
             Board of Directors' and/or a Committee's determinations (to the
             extent authorized by the Company's Board of Directors) on the
             matters referred to in this Paragraph shall be conclusive.

         (b) Notwithstanding anything contained herein to the contrary, at
             anytime during the period the Company's Common Stock is registered
             pursuant to Section 12(g) of the Securities and Exchange Act of
             1934, as amended (the "1934 Act"), the compensation Committee, if
             one has been appointed to administer all or part of the Plan, shall
             have the exclusive right to grant Options to Covered Empoyees as
             defined under Section 162(m)(3) of the Code, (generally persons
             subject to Section 16 of the 1934 Act) and set forth the terms and
             conditions thereof. With respect to persons subject to Section 16
             of the 1934 Act, transactions under the Plan are intended, to the
             extent possible, comply with all applicable conditions of Rule
             16b-3, as amended from time to time, (and its successor provisions,
             if any) under the 1934 Act and Section 162(m)(4)(C) of the Code, as
             amended. To the extent any provision of the Plan or action by the
             Board of Directors or Compensation Committee fails to so comply, it
             shall be deemed null and void, to the extent permitted by law and
             deemed advisable by the Board of Directors and/or such Compensation
             Committee.

5.       Terms of Options.

         Within the limits of the express provisions of the Plan, the Board of
         Directors or a Committee may grant either ISOs or NQSOs or SARs in
         tandem with NQSOs or SARs in tandem with ISOs. An ISO or an NQSO
         enables the optionee to purchase from the Company, at any time during a
         specified exercise period, a specified number of shares of Common Stock
         at a specified price (the "Option Price"). The optionee, if granted a
         SAR in tandem with a NQSO or ISO, may receive from the Company, in lieu
         of exercising his option to purchase shares pursuant to his NQSO or
         ISO, at one of the certain specified times during the exercise period
         of the NQSO or ISO as set by the Board of Directors or a Committee, the
         excess of the fair market value upon such exercise (as determined in
         accordance with subparagraph (b) of this Paragraph 5) of one share of
         Common Stock over the Option Price per share specified upon grant of
         the NQSO or ISO/SAR multiplied by the number of shares of Common Stock
         covered by the SAR so exercised. The character and terms of each Option
         granted under the Plan shall be determined by the Board of Directors
         and/or a Committee consistent with the provisions of the Plan,
         including the following:

         (a) An Option granted under the Plan must be granted within 10 years
             from the date the Plan is adopted, or the date the Plan is approved
             by the stockholders of the Company, whichever is earlier.

         (b) The Option Price of the shares of Common Stock subject to each ISO
             and each SAR issued in tandem with an ISO shall not be less than
             the fair market value of such shares of Common Stock at the time
             such ISO is granted. Such fair market value shall be determined by
             the Board of Directors and, if the shares of Common Stock are
             listed on a national securities exchange or traded on the
             over-the-counter market, the fair market value shall be the closing
             price on such exchange, or the mean of the closing bid and asked
             prices of the shares of Common Stock on the over-the-counter
             market, as reported by the Nasdaq Stock Market, the National
             Association of Securities Dealers OTC Bulletin Board or the
             National Quotation Bureau, Inc., as the case may be, on the day on
             which the Option is granted or, if there is no closing price or bid
             or asked price on that day, the closing price or mean of the
             closing bid and asked prices on the most recent day preceding the
             day on which the Option is granted for which such prices are
             available. If an ISO or SAR in tandem with an ISO is granted to any
             individual who, immediately before the ISO is to be granted, owns
             (directly or through attribution) more than 10% of the total
             combined voting power of all classes of capital stock of the
             Company or a subsidiary or parent of the Company, the Option Price
             of the shares of Common Stock subject to such ISO shall not be less
             than 110% of the fair market value per share of the shares of
             Common Stock at the time such ISO is granted.

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         (c) The Option Price of the shares of Common Stock subject to an NQSO
             or an SAR in tandem with a NQSO granted pursuant to the Plan shall
             be determined by the Board of Directors or a Committee, in its sole
             discretion, subject to a minimum option price established from time
             to time under any state securities laws with respect to grants in
             such state.

         (d) In no event shall any Option granted under the Plan have an
             expiration date later than 10 years from the date of its grant, and
             all Options granted under the Plan shall be subject to earlier
             termination as expressly provided in Paragraph 6 hereof. If an ISO
             or an SAR in tandem with an ISO is granted to any individual who,
             immediately before the ISO is granted, owns (directly or through
             attribution) more that 10% of the total combined voting power of
             all classes of capital stock of the Company or of a subsidiary or
             parent of the Company, such ISO shall by its terms expire and shall
             not be exercisable after the expiration of five (5) years from the
             date of its grant.

         (e) An SAR may be exercised at any time during the exercise period of
             the ISO or NQSO with which it is granted in tandem and prior to the
             exercise of such ISO or NQSO. Notwithstanding the foregoing, the
             Board of Directors and/or a Committee shall in their discretion
             determine from time to time the terms and conditions of SAR's to be
             granted, which terms may vary from the afore-described conditions,
             and which terms shall be set forth in a written stock option
             agreement evidencing the SAR granted in tandem with the ISO or
             NQSO. The exercise of an SAR granted in tandem with an ISO or NQSO
             shall be deemed to cancel such number of shares subject to the
             unexercised Option as were subject to the exercised SAR. The Board
             of Directors or a Committee has the discretion to alter the terms
             of the SARS if necessary to comply with Federal or state securities
             law. Amounts to be paid by the Company in connection with an SAR
             may, in the Board of Director's or a Committee's discretion, be
             made in cash, Common Stock or a combination thereof.

         (f) An Option granted under the Plan shall become exercisable, in whole
             at any time or in part from time to time, but in no event may an
             Option (i) be exercised as to less than one hundred (100) shares of
             Common Stock at any one time, or the remaining shares of Common
             Stock covered by the Option if less than one hundred (100), and
             (ii) except with respect to performance based Options, or
             performance based options which vest at a certain date in the
             future irrespective of whether or not performance is achieved
             become fully exercisable more than five years from the date of its
             grant nor shall less than 20% of the Option become exercisable in
             any of the first five years of the Option, if not terminated as
             provided in Section 6 hereof. The Board of Directors or a
             Committee, if applicable, shall, in the event it so elects in its
             sole discretion, set one or more performance standards with respect
             to one or more Options upon which vesting is conditioned (which
             performance standards may vary among the Options).

         (g) An Option granted under the Plan shall be exercised by the delivery
             by the holder thereof to the Company at its principal office (to
             the attention of the Secretary) of written notice of the number of
             full shares of Common Stock with respect to which the Option is
             being exercised, accompanied by payment in full, which payment at
             the option of the optionee shall be in the form of (i) cash or
             certified or bank check payable to the order of the Company, of the
             Option Price of such shares of Common Stock, or, (ii) if permitted
             by a Committee or the Board of Directors, as determined by a
             Committee or the Board of Directors in its sole discretion at the
             time of the grant of the Option with respect to an ISO and at or
             prior to the time of exercise with respect to a NQSO, by the
             delivery of shares of Common Stock having a fair market value equal
             to the Option Price or the delivery of an interest-bearing
             promissory note having an original principal balance equal to the
             Option Price and an interest rate not below the rate which would
             result in imputed interest under the Code (provided, in order to
             qualify as an ISO, more than one year shall have passed since the
             date of grant and one year from the date of exercise), or (iii) at
             the option of a Committee or the Board of Directors, determined by
             a Committee or the Board of Directors in its sole discretion at the
             time of the grant of the Option with respect to an ISO and at or
             prior to the time of exercise with respect to a NQSO, by a
             combination of cash, promissory note and/or such shares of Common
             Stock (subject to the restriction above) held by the employee that
             have a fair market value together with such cash and principal
             amount of any promissory note that shall equal the Option Price,
             and, in the case of a NQSO, at the discretion of a Committee or
             Board of Directors by having the Company withhold from the shares
             of Common Stock to be issued upon exercise of the Option that
             number of shares having a fair market value of the Common Stock
             equal to the exercise price and/or the tax withholding amount due.
             Furthermore, a Committee of the Board of Directors in its sole
             discretion may provide for withholding as set forth in Paragraph
             9(c) hereof. In the event an employee is granted an ISO or NQSO in
             tandem with an SAR and desires to exercise such SAR, such written
             notice shall so state
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             such intention. To the extent allowed by applicable Federal and
             state securities laws, the Option Price may also be paid in full by
             a broker-dealer to whom the Optionee has submitted an exercise
             notice consisting of a fully endorsed Option, or through any other
             medium of payment as the Board of Directors and/or a Committee, in
             its discretion, shall authorize.

         (h) The holder of an Option shall have none of the rights of a
             stockholder with respect to the shares of Common Stock covered by
             such holder's Option until such shares of Common Stock shall be
             issued to such holder upon the exercise of the Option.

         (i) All ISOs or SARs in tandem with ISOs granted under the Plan shall
             not be transferable otherwise than by will or the laws of descent
             and distribution and may be exercised during the lifetime of the
             holder thereof only by the holder. The Board or a Committee, in its
             sole discretion, shall determine whether an Option other than an
             ISO or SAR in tandem with an ISO shall be transferable. No Option
             granted under the Plan shall be subject to execution, attachment or
             other process.

         (j) The aggregate fair market value, determined as of the time any ISO
             or SAR in tandem with an ISO is granted and in the manner provided
             for by Subparagraph (b) of this Paragraph 5, of the shares of
             Common Stock with respect to which ISOs granted under the Plan are
             exercisable for the first time during any calendar year and under
             incentive stock options qualifying as such in accordance with
             Section 422 of the Code granted under any other incentive stock
             option plan maintained by the Company or its parent or subsidiary
             corporations, shall not exceed $100,000. Any grant of Options in
             excess of such amount shall be deemed a grant of a NQSO.

         (k) Notwithstanding anything contained herein to the contrary, an SAR
             which was granted in tandem with an ISO shall (i) expire no later
             than the expiration of the underlying ISO; (ii) be for no more than
             100% of the spread at the time the SAR is exercised; (iii) shall
             only be transferable when the underlying ISO is transferable; (iv)
             only be exercised when the underlying ISO is eligible to be
             exercised; and (v) only be exercisable when there is a positive
             spread.

         (l) In no event shall an employee be granted Options for more than
             200,000 shares of Common Stock during any calendar year period;
             provided, however, that the limitation set forth in this Section
             5(l) shall be subject to adjustment as provided in Section 8
             herein.

6.       Death or Termination of Employment/Consulting Relationship.

         (a) Except as provided herein, or otherwise determined by the Board of
             Directors or a Committee in its sole discretion, upon termination
             of employment with the Company voluntarily by the employee or
             termination of a consulting relationship with the Company prior to
             the termination of the term thereof, a holder of an Option under
             the Plan may exercise such Options to the extent such Options were
             exercisable as of the date of termination at any time within three
             (3) months after the date of such termination, subject to the
             provisions of Subparagraph (d) of this Paragraph 6. Notwithstanding
             anything contained herein to the contrary, unless otherwise
             determined by the Board of Directors or a Committee in its sole
             discretion, any options granted hereunder to an optionee and then
             outstanding shall immediately terminate in the event the optionee
             is terminated as a result of performing services for the Company in
             bad faith or has been convicted of a felony committed against the
             Company, or is terminated for cause, and the other provisions of
             this Section 6 shall not be applicable thereto. For purposes of
             this Section 6, termination for cause shall be deemed the decision
             of the Company, in its sole discretion.

         (b) If the holder of an Option granted under the Plan dies (i) while
             employed by the Company or a subsidiary or parent corporation or
             while providing consulting services to the Company or a subsidiary
             or parent corporation or (ii) within six (6) months after the
             termination of such holder's employment/consulting, such Options
             may, subject to the provisions of subparagraph (d) of this
             Paragraph 6, be exercised by a legatee or legatees of such Option
             under such individual's last will or by such individual's personal
             representatives or distributees at any time within such time as
             determined by the Board of Directors or a Committee in its sole
             discretion, but in any event within twelve months, less one (1) day
             after the individual's death, to the extent such Options were
             exercisable as of the date of death or date of termination of
             employment, whichever date is earlier.

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         (c) If the holder of an Option under the Plan becomes disabled within
             the definition of section 22(e)(3) of the Code while employed by
             the Company or a subsidiary or parent corporation, such Option may,
             subject to the provisions of subparagraph (d) of this Paragraph 6,
             be exercised at any time within six months less one day after such
             holder's termination of employment due to the disability.

         (d) Except as otherwise determined by the Board of Directors or a
             Committee in its sole discretion, an Option may not be exercised
             pursuant to this Paragraph 6 except to the extent that the holder
             was entitled to exercise the Option at the time of termination of
             employment, consulting relationship or death, and in any event may
             not be exercised after the original expiration date of the Option.
             Notwithstanding anything contained herein which may be to the
             contrary, such termination or death prior to vesting shall, unless
             otherwise determined by the Board of Directors or Committee, in its
             sole discretion, be deemed to occur at a time the holder was not
             entitled to exercise the Option.

         (e) The Board of Directors or a Committee, in its sole discretion, may
             at such time or times as it deems appropriate, if ever, accelerate
             all or part of the vesting provisions with respect to one or more
             outstanding options. The acceleration of one Option shall not infer
             that any Option is or shall be accelerated.

7.       Leave of Absence.

         For the purposes of the Plan, an individual who is on military or sick
         leave or other bona fide leave of absence (such as temporary employment
         by the Government) shall be considered as remaining in the employ of
         the Company or of a subsidiary or parent corporation for ninety (90)
         days or such longer period as such individual's right to reemployment
         is guaranteed either by statute or by contract.

8.       Adjustment Upon Changes in Capitalization.

         (a) In the event that the outstanding shares of Common Stock are
             hereafter changed by reason of recapitalization, reclassification,
             stock split-up, combination or exchange of shares of Common Stock
             or the like, or by the issuance of dividends payable in shares of
             Common Stock, an appropriate adjustment shall be made by the Board
             of Directors, as determined by the Board of Directors and/or a
             Committee, in the aggregate number of shares of Common Stock
             available under the Plan, in the number of shares of Common Stock
             issuable upon exercise of outstanding Options, and the Option Price
             per share. In the event of any consolidation or merger of the
             Company with or into another company, or the conveyance of all or
             substantially all of the assets of the Company to another company
             for solely stock and/or securities, each then outstanding Option
             shall upon exercise thereafter entitle the holder thereof to such
             number of shares of Common Stock or other securities or property to
             which a holder of shares of Common Stock of the Company would have
             been entitled to upon such consolidation, merger or conveyance; and
             in any such case appropriate adjustment, as determined by the Board
             of Directors of the Company (or successor entity) shall be made as
             set forth above with respect to any future changes in the
             capitalization of the Company or its successor entity. In the event
             of the proposed dissolution or liquidation of the Company, or,
             except as provided in (b) below, the sale of substantially all the
             assets of the Company for other than stock and/or securities, all
             outstanding Options under the Plan will automatically terminate,
             unless otherwise provided by the Board of Directors of the Company
             or any authorized committee thereof.

         (b) Any Option granted under the Plan, may, at the discretion of the
             Board of Directors of the Company and said other corporation, be
             exchanged for options to purchase shares of capital stock of
             another corporation which the Company, and/or a subsidiary thereof
             is merged into, consolidated with, or all or a substantial portion
             of the property or stock of which is acquired by said other
             corporation or separated or reorganized into. The terms, provisions
             and benefits to the optionee of such substitute option(s) shall in
             all respects be identical to the terms, provisions and benefits of
             optionee under his Option(s) prior to said substitution. To the
             extent the above may be inconsistent with Sections 424(a)(1) and
             (2) of the Code, the above shall be deemed interpreted so as to
             comply therewith.

         (c) Any adjustment in the number of shares of Common Stock shall apply
             proportionately to only the unexercised portion of the Options
             granted hereunder. If fractions of shares of Common Stock would
             result from any such adjustment, the adjustment shall be revised to
             the next higher whole number of shares of Common Stock. No
             adjustment shall be made with respect to stock dividends or splits
             which do not exceed 5% on any fiscal year, cash dividends or the
             issuance to shareholders of the grantor of rights to subscribe for
             additional shares of Common Stock or other securities.

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         (d) Notwithstanding anything contained in this Plan, including, but not
             limited to, Section 5 hereof, an option granted under the plan of
             another corporation which either (I) sells substantially all of its
             and or its subsidiaries assets to the Company and or a subsidiary
             thereof or (ii) is merged into, consolidated with, or all or a
             substantial portion of its stock is acquired by the Company and/or
             a subsidiary thereof may be exchanged for Options to purchase
             shares of the Company's Common Stock upon substantially the same
             terms and conditions of the acquired company's plan. To the extent
             the above may be inconsistent with Section 424(a)(1) and (2) of the
             Code, the above shall be deemed interpreted so as to comply
             therewith.

9.       Further Conditions of Exercise.

         (a) Unless the shares of Common Stock issuable upon the exercise of an
             Option have been registered with the Securities and Exchange
             Commission pursuant to the Securities Act of 1933, as amended,
             prior to the exercise of the Option, an optionee must represent in
             writing to the Company that such shares of Common Stock are being
             acquired for investment purposes only and not with a view towards
             the further resale or distribution thereof, and must supply to the
             Company such other documentation as may be required by the Company,
             unless in the opinion of counsel to the Company such
             representation, agreement or documentation is not necessary to
             comply with said Act.

         (b) The Company shall not be obligated to deliver any shares of Common
             Stock until they have been listed on each securities exchange on
             which the shares of Common Stock may then be listed or until there
             has been qualification under or compliance with such state or
             federal laws, rules or regulations as the Company may deem
             applicable.

         (c) The Board of Directors or Committee may make such provisions and
             take such steps as it may deem necessary or appropriate for the
             withholding of any taxes that the Company is required by any law or
             regulation of any governmental authority, whether federal, state or
             local, domestic or foreign, to withhold in connection with the
             exercise of any Option, including, but not limited to, (i) the
             withholding of payment of all or any portion of such Option and/or
             SAR until the holder reimburses the Company for the amount the
             Company is required to withhold with respect to such taxes, or (ii)
             the cancelling of any number of shares of Common Stock issuable
             upon exercise of such Option and/or SAR in an amount sufficient to
             reimburse the Company for the amount it is required to so withhold,
             (iii) the selling of any property contingently credited by the
             Company for the purpose of exercising such Option, in order to
             withhold or reimburse the Company for the amount it is required to
             so withhold, or (iv) withholding the amount due from such
             employee's wages if the employee is employed by the Company or any
             subsidiary thereof.

9.       Termination, Modification and Amendment.

         (a) The Plan (but not Options previously granted under the Plan) shall
             terminate ten (10) years from the earliest of the date of its
             adoption by the Board of Directors, or the date the Plan is
             approved by the stockholders of the Company, or such date of
             termination, as hereinafter provided, and no Option shall be
             granted after termination of the Plan.

         (b) The Plan may from time to time be terminated, modified or amended
             by the affirmative vote of the holders of a majority of the
             outstanding shares of capital stock of the Company entitled to vote
             thereon.

         (c) The Board of Directors of the Company may at any time, prior to ten
             (10) years from the earlier of the date of the adoption of the Plan
             by such Board of Directors or the date the Plan is approved by the
             stockholders, terminate the Plan or from time to time make such
             modifications or amendments of the Plan as it may deem advisable;
             provided, however, that the Board of Directors shall not, without
             approval by the affirmative vote of the holders of a majority of
             the outstanding shares of capital stock of the Company entitled to
             vote thereon, increase (except as provided by Paragraph 8) the
             maximum number of shares of Common Stock as to which Options or
             shares may be granted under the Plan, or materially change the
             standards of eligibility under the Plan. Any amendment to the Plan
             which, in the opinion of counsel to the Company, will be deemed to
             result in the adoption of a new Plan, will not be effective until
             approved by the affirmative vote of the holders of a majority of
             the outstanding shares of capital stock of the Company entitled to
             vote thereon.

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         (d) No termination, modification or amendment of the Plan may adversely
             affect the rights under any outstanding Option without the consent
             of the individual to whom such Option shall have been previously
             granted.

11.      Effective Date of the Plan.

The Plan shall become effective upon adoption by the Board of Directors of the
Company. The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of the outstanding shares of capital stock of the Company
entitled to vote thereon within one year before or after adoption of the Plan by
the Board of Directors.

12.      Not a Contract of Employment.

Nothing contained in the Plan or in any option agreement executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted hereunder any right to remain in the employ of the Company or of a
subsidiary or parent of the Company or in any way limit the right of the
Company, or of any parent or subsidiary thereof, to terminate the employment of
any employee.

13.      Other Compensation Plans.

The adoption of the Plan shall not affect any other stock option plan, incentive
plan or any other compensation plan in effect for the Company, nor shall the
Plan preclude the Company from establishing any other form of stock option plan,
incentive plan or any other compensation plan.