EXHIBIT 10.13


                             AREAWIDE CELLULAR, INC.
                                STOCK OPTION PLAN

I.       PURPOSE AND DEFINITIONS

         A.       PURPOSE OF THE PLAN

                  The Plan is intended to encourage ownership of Shares by Key
                  Employees and Key Non-Employees in order to attract and retain
                  such Key Employees in the employ of the Company or an
                  Affiliate, or to attract such Key Non-Employees to provide
                  services to the Company or an Affiliate, and to provide
                  additional incentive for such persons to promote the success
                  of the Company or an Affiliate.

         B.       DEFINITIONS

                  Unless otherwise specified or unless the context otherwise
                  requires, the following terms, as used in this Plan, have the
                  following meanings:

                  1.       AFFILIATE means a corporation which, for purposes of
                           Section 422 of the Code, is a parent or subsidiary of
                           the Company, direct or indirect.

                  2.       BOARD means the Board of Directors of the Company.

                  3.       CODE means the Internal Revenue Code of 1986, as
                           amended.

                  4.       COMMITTEE means the committee to which the Board
                           delegates the power to act under or pursuant to the
                           provisions of the Plan, or the Board if no committee
                           is selected. If the Board delegates powers to a
                           committee, and if the Company is or becomes subject
                           to Section 16 of the Exchange Act, then, if necessary
                           for compliance therewith, such committee shall
                           consist initially of not less than two (2) members of
                           the Board, each member of which must be a
                           "non-employee director," within the meaning of the
                           applicable rules promulgated pursuant to the Exchange
                           Act. If the Company is or becomes subject to Section
                           16 of the Exchange Act, no member of the Committee
                           shall receive any Option pursuant to the Plan or any
                           similar plan of the Company or any Affiliate while
                           serving on the Committee unless the Board determines
                           that the grant of such an Option satisfies the then
                           current Rule 16b-3 requirements under the Exchange
                           Act. Notwithstanding anything herein to the contrary,
                           and insofar as the Board determines that it is
                           necessary in order for compensation recognized by
                           Participants pursuant to the Plan to be fully
                           deductible to the Company for federal income tax
                           purposes, each member of the Committee also shall be
                           an "outside director" (as defined in regulations or
                           other guidance issued by the Internal Revenue Service
                           under Code Section 162(m)).


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                  5.       COMPANY means Areawide Cellular, Inc., a Florida
                           corporation, and includes any successor or assignee
                           corporation or corporations into which the Company
                           may be merged, changed, or consolidated; any
                           corporation for whose securities the securities of
                           the Company shall be exchanged; and any assignee of
                           or successor to substantially all of the assets of
                           the Company.

                  6.       DISABILITY or DISABLED means permanent and total
                           disability as defined in Section 22(e)(3) of the
                           Code.

                  7.       EXCHANGE ACT means the Securities Exchange Act of
                           1934, as amended from time to time, or any successor
                           statute thereto.

                  8.       INCENTIVE OPTION means an Option which, when granted,
                           is intended to be an "incentive stock option," as
                           defined in Section 422 of the Code.

                  9.       KEY EMPLOYEE means an employee of the Company or of
                           an Affiliate (including, without limitation, an
                           employee who also is serving as an officer or
                           director of the Company or of an Affiliate),
                           designated by the Board or the Committee as being
                           eligible to be granted one or more Options under the
                           Plan.

                  10.      KEY NON-EMPLOYEE means a non-employee director,
                           consultant, or independent contractor of the Company
                           or of an Affiliate who is designated by the Board or
                           the Committee as being eligible to be granted one or
                           more Options under the Plan.

                  11.      NONSTATUTORY OPTION means an Option which, when
                           granted, is not intended to be an "incentive stock
                           option," as defined in Section 422 of the Code.

                  12.      OPTION means a right or option granted under the
                           Plan.

                  13.      OPTION AGREEMENT means an agreement between the
                           Company and a Participant executed and delivered
                           pursuant to the Plan.

                  14.      PARTICIPANT means a Key Employee to whom one or more
                           Incentive Options or Nonstatutory Options are granted
                           under the Plan, and a Key Non-Employee to whom one or
                           more Nonstatutory Options are granted under the Plan.

                  15.      PLAN means this Stock Option Plan, as amended from
                           time to time.

                  16.      SHARES means the following shares of the capital
                           stock of the Company as to which Options have been or
                           may be granted under the Plan: treasury shares or
                           authorized but unissued Common Stock, .001 par value,
                           or any shares of


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                           capital stock into which the Shares are changed or
                           for which they are exchanged within the provisions of
                           Article VI of the Plan.

II.      SHARES SUBJECT TO THE PLAN

         The aggregate number of Shares as to which Options may be granted from
         time to time shall be One Million Seven Hundred Thousand (1,700,000)
         Shares (subject to adjustment for stock splits, stock dividends, and
         other adjustments described in Article VI hereof); provided, however,
         that if the Company is or becomes a publicly held corporation, as such
         term is defined under Section 162(m) of the Code, the aggregate number
         of Shares as to which Options may be granted in any calendar year to
         any one Key Employee shall not exceed Two Hundred Thousand (200,000)
         Shares (subject to adjustment for stock splits, stock dividends, and
         other adjustments described in Article VI hereof).

         If an Option ceases to be "outstanding," in whole or in part, the
         Shares which were subject to such Option, if the Option was not
         exercised, shall be available for the granting of other Options. Any
         Option shall be treated as "outstanding" until such Option is exercised
         in full, terminates or expires under the provisions of the Plan or
         Option Agreement, or is canceled by agreement of the Company and the
         Participant.

         Subject to the provisions of Article VI, the aggregate number of Shares
         as to which Incentive Options may be granted shall be subject to change
         only by means of an amendment of the Plan duly adopted by the Company
         and approved by the stockholders of the Company within one year before
         or after the date of the adoption of any such amendment.

III.     ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Committee. A majority of the
         Committee shall constitute a quorum at any meeting thereof (including
         by telephone conference) and the acts of a majority of the members
         present, or acts approved in writing by a majority of the entire
         Committee without a meeting, shall be the acts of the Committee for
         purposes of this Plan. The Committee may authorize one or more of its
         members or an officer of the Company to execute and deliver documents
         on behalf of the Committee. A member of the Committee shall not
         exercise any discretion respecting himself or herself under the Plan.
         The Board shall have the authority to remove, replace or fill any
         vacancy of any member of the Committee upon notice to the Committee and
         the affected member. Any member of the Committee may resign upon notice
         to the Board. The Committee may allocate among one or more of its
         members, or may delegate to one or more of its agents, such duties and
         responsibilities as it determines.


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Subject to the provisions of the Plan, the Committee is authorized to:

         A.       interpret the provisions of the Plan or of any Option or
                  Option Agreement and to make all rules and determinations
                  which it deems necessary or advisable for the administration
                  of the Plan;

         B.       determine which employees of the Company or of an Affiliate
                  shall be designated as Key Employees and which of the Key
                  Employees shall be granted Options;

         C.       determine the Key Non-Employees to whom Nonstatutory Options
                  shall be granted;

         D.       determine whether the Option to be granted shall be an
                  Incentive Option or Nonstatutory Option;

         E.       determine the number of Shares for which an Option or Options
                  shall be granted;

         F.       provide for the acceleration of the right to exercise an
                  Option (or portion thereof); and

         G.       specify the terms and conditions upon which Options may be
                  granted;

provided,however, that with respect to Incentive Options, all such
         interpretations, rules, determinations, terms, and conditions shall be
         made and prescribed in the context of preserving the tax status of the
         Incentive Options as incentive stock options within the meaning of
         Section 422 of the Code.

All determinations of the Committee shall be reduced to writing and signed by or
         on behalf of the Committee. No member of the Committee shall be liable
         for any action or determination made in good faith with respect to the
         Plan or any Option.

IV.      ELIGIBILITY FOR PARTICIPATION

The Committee may at any time and from time to time grant one or more Options to
         one or more Key Employees or Key Non-Employees and may designate the
         number of Shares to be subject to each Option so granted, provided,
         however, that (i) each Participant receiving an Incentive Option must
         be a Key Employee of the Company or of an Affiliate at the time an
         Incentive Option is granted; (ii) no Incentive Options shall be granted
         after the expiration of ten (10) years from the earlier of the date of
         the adoption of the Plan by the Company or the approval of the Plan by
         the stockholders of the Company; and (iii) the fair market value of the
         Shares (determined at the time the Option is granted) as to which
         Incentive Options are exercisable for the first time by any Key
         Employee during any single calendar year (under the Plan and under any
         other incentive option plan of the Company or an Affiliate) shall not
         exceed $100,000.


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Notwithstanding the foregoing, if the Company is or becomes subject to Section
         16 of the Exchange Act, then no individual who is a member of the
         Committee shall be eligible to receive an Option, unless the Board
         determines that the grant of the Option satisfies the then current Rule
         16b-3 requirements under the Exchange Act. If the Company is not
         subject to Section 16 of the Exchange Act, then no individual who is a
         member of the Committee shall be eligible to receive an Option under
         the Plan unless the granting of such Option shall be approved by the
         Committee, with all of the members voting thereon being disinterested
         members. For the purpose of this Article IV, a "disinterested member"
         shall be any member who shall not then be, or at any time within the
         year prior thereto have been, granted an Option under the Plan or any
         other plan of the Company or an Affiliate, other than an Option granted
         under a formula plan established by the Company or an Affiliate.

Notwithstanding any of the foregoing provisions, the Committee may authorize the
         grant of an Option to a person not then in the employ of or serving as
         a director, consultant, or independent contractor of the Company or of
         an Affiliate, conditioned upon such person becoming eligible to become
         a Participant at or prior to the execution of the Option Agreement
         evidencing the actual grant of such Option.

V.       TERMS AND CONDITIONS OF OPTIONS

Each Option shall be set forth in an Option Agreement, duly executed on behalf
         of the Company and by the Participant to whom such Option is granted.
         Except for the setting of the Option price under Paragraph A, no Option
         shall be granted and no purported grant of any Option shall be
         effective until such Option Agreement shall have been duly executed on
         behalf of the Company and by the Participant. Each such Option
         Agreement shall be subject to at least the following terms and
         conditions:

         A.       OPTION PRICE

         The exercise price of the Shares covered by each Option granted under
                  the Plan shall be determined by the Committee. The Option
                  price per share shall be such amount as may be determined by
                  the Committee in its sole discretion on the date of the grant
                  of the Option. In the case of an Incentive Option, if the
                  optionee owns directly or by reason of the applicable
                  attribution rules ten percent (10%) or less of the total
                  combined voting power of all classes of share capital of the
                  Company, the Option price (per share) of the Shares covered by
                  each Incentive Option shall be not less than the "fair market
                  value" of the Shares on the date of the grant of the Incentive
                  Option. In all other cases of Incentive Options, the Option
                  price shall be not less than one hundred ten percent (110%) of
                  the said fair market value on the date of grant. If the Shares
                  are listed on any national securities exchange, the fair
                  market value shall be the closing sales price, if any, on the
                  largest such exchange on the date of the grant of the Option,
                  or, if none, on the most recent trade date thirty (30) days or
                  less prior to the date of the grant of the Option. If the
                  Shares are not then listed on any such exchange, the fair
                  market value of such Shares shall be the closing sales price
                  if such is reported or otherwise the mean average of the
                  closing "Bid" and the


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                  closing "Ask" prices, if any, as reported on the National
                  Association of Securities Dealers Automated Quotation System
                  ("NASDAQ") for the date of the grant of the Option, or if
                  none, on the most recent trade date thirty (30) days or less
                  prior to the date of the grant of the Option for which such
                  quotations are reported. If the Shares are not then either
                  listed on any such exchange or quoted on NASDAQ, the fair
                  market value shall be the mean between the average of the
                  "Bid" and the average of the "Ask" prices, if any, as reported
                  in the National Daily Quotation Service for the date of the
                  grant of the Option, or, if none, for the most recent trade
                  date thirty (30) days or less prior to the date of the grant
                  of the Option for which such quotations are reported. If the
                  fair market value cannot be determined under the preceding
                  three sentences, it shall be determined in good faith by the
                  Committee.

         B.       NUMBER OF SHARES

         Each Option shall state the number of Shares to which it pertains.

         C.       TERM OF OPTION

         Each Incentive Option shall terminate not more than ten (10) years from
                  the date of the grant thereof, or at such earlier time as the
                  Option Agreement may provide, and shall be subject to earlier
                  termination as herein provided, except that if the Option
                  price is required under Paragraph A of this Article V to be at
                  least one hundred ten percent (110%) of fair market value,
                  each such Incentive Option shall terminate not more than five
                  (5) years from the date of the grant thereof, and shall be
                  subject to earlier termination as herein provided.

         D.       DATE OF EXERCISE

         Upon the authorization of the grant of an Option, or at any time
                  thereafter, the Committee may, subject to the provisions of
                  Paragraph C of this Article V, prescribe the date or dates on
                  which the Option becomes exercisable, and may provide that the
                  Option rights become exercisable in installments over a period
                  of years, or upon the attainment of stated goals.

         E.       MEDIUM OF PAYMENT

         The Option price shall be paid on the date of purchase specified in the
                  notice of exercise, as set forth in Paragraph I. It shall be
                  paid in such form (permitted by Section 422 of the Code in the
                  case of Incentive Options) as the Committee shall, either by
                  rules promulgated pursuant to the provisions of Article III of
                  the Plan, or in the particular Option Agreement, provide.


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         F.       TERMINATION OF EMPLOYMENT

                  1.       A Participant who ceases to be an employee or Key
                           Non-Employee of the Company or of an Affiliate for
                           any reason other than death, Disability, or
                           termination for cause, may exercise any Option
                           granted to such Participant, to the extent that the
                           right to purchase Shares thereunder has become
                           exercisable on the date of such termination, but only
                           within up to 3 months after such date, or, if
                           earlier, within the originally prescribed term of the
                           Option, and subject to the condition that no Option
                           shall be exercisable after the expiration of the term
                           of the Option. A Participant's employment shall not
                           be deemed terminated by reason of a transfer to
                           another employer which is the Company or an
                           Affiliate.

                  2.       A Participant who ceases to be an employee or Key
                           Non-Employee for cause shall, upon such termination,
                           cease to have any right to exercise any Option. For
                           purposes of this Plan, cause shall be deemed to
                           include (but shall not be limited to) wrongful
                           appropriation of funds of the Company or an
                           Affiliate, divulging confidential information about
                           the Company or an Affiliate to the public, the
                           commission of a gross misdemeanor or felony, or the
                           performance of any similar action that the Board or
                           the Committee, in their sole discretion, may deem to
                           be sufficiently injurious to the interests of the
                           Company or an Affiliate to constitute substantial
                           cause for termination. The determination of the Board
                           or the Committee as to the existence of cause shall
                           be conclusive and binding upon the Participant and
                           the Company.

                  3.       A Participant who is absent from work with the
                           Company or an Affiliate because of temporary
                           disability (any disability other than a permanent and
                           total Disability as defined at Paragraph B(6) of
                           Article I hereof), or who is on leave of absence for
                           any purpose permitted by any authoritative
                           interpretation (i.e., regulation, ruling, case law,
                           etc.) of Section 422 of the Code, shall not, during
                           the period of any such absence, be deemed, by virtue
                           of such absence alone, to have terminated his
                           employment or relationship with the Company or with
                           an Affiliate, except as the Committee may otherwise
                           expressly provide or determine.

                  4.       Paragraph F(1) shall control and fix the rights of a
                           Participant who ceases to be an employee or Key
                           Non-Employee of the Company or of an Affiliate for
                           any reason other than death, Disability, or
                           termination for cause, and who subsequently becomes
                           Disabled or dies. Nothing in Paragraphs G and H of
                           this Article V shall be applicable in any such case
                           except that, in the event of such a subsequent
                           Disability or death within the up to 3 month period
                           after the termination of employment or, if earlier,
                           within the originally prescribed term of the Option,
                           the Participant or the Participant's estate or
                           personal representative may exercise the Option
                           permitted by this Paragraph F, in the event of
                           Disability, within up to 12 months after the date
                           that the Participant


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                  ceased to be an employee or Key Non-Employee of the Company or
                  of an Affiliate or, in the event of death, within up to 12
                  months after the date of death of such Participant.

         G.       TOTAL AND PERMANENT DISABILITY

         A Participant who ceases to be an employee or Key Non-Employee of the
                  Company or of an Affiliate by reason of Disability may
                  exercise any Option granted to such Participant (i) to the
                  extent that the right to purchase Shares thereunder has become
                  exercisable on or before the date such Participant becomes
                  Disabled as determined by the Committee, and (ii) if the
                  Option becomes exercisable periodically under Paragraph D, to
                  the extent of any additional rights that would have become
                  exercisable had the Participant not become so Disabled until
                  after the close of business on the next periodic exercise
                  date.

         A Disabled Participant shall exercise such rights, if at all, only
                  within a period of not more than up to 12 months after the
                  date that the Participant became Disabled as determined by the
                  Committee (notwithstanding that the Participant might have
                  been able to exercise the Option as to some or all of the
                  Shares on a later date if the Participant had not become
                  Disabled) or, if earlier, within the originally prescribed
                  term of the Option.

         H.       DEATH

         In the event that a Participant to whom an Option has been granted
                  ceases to be an employee or Key Non-Employee of the Company or
                  of an Affiliate by reason of such Participant's death, such
                  Option, to the extent that the right is exercisable but not
                  exercised on the date of death, may be exercised by the
                  Participant's estate or personal representative within
                  generally, up to 12 months after the date of death of such
                  Participant or, if earlier, within the originally prescribed
                  term of the Option, notwithstanding that the decedent might
                  have been able to exercise the Option as to some or all of the
                  Shares on a later date if the Participant were alive and had
                  continued to be an employee or Key Non-Employee of the Company
                  or of an Affiliate.

         I.       EXERCISE OF OPTION AND ISSUE OF STOCK

         Options shall be exercised by giving written notice to the Company.
                  Such written notice shall: (l) be signed by the person
                  exercising the Option, (2) state the number of Shares with
                  respect to which the Option is being exercised, (3) contain
                  the warranty required by paragraph M of this Article V, and
                  (4) specify a date (other than a Saturday, Sunday or legal
                  holiday) not less than five (5) nor more than ten (10) days
                  after the date of such written notice, as the date on which
                  the Shares will be purchased. Such tender and conveyance shall
                  take place at the principal office of the Company during
                  ordinary business hours, or at such other hour and place
                  agreed


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                  upon by the Company and the person or persons exercising the
                  Option. On the date specified in such written notice (which
                  date may be extended by the Company in order to comply with
                  any law or regulation which requires the Company to take any
                  action with respect to the Option Shares prior to the issuance
                  thereof, whether pursuant to the provisions of Article VI or
                  otherwise), the Company shall accept payment for the Option
                  Shares and shall deliver to the person or persons exercising
                  the Option in exchange therefor an appropriate certificate or
                  certificates for fully paid non-assessable Shares. In the
                  event of any failure to take up and pay for the number of
                  Shares specified in such written notice on the date set forth
                  therein (or on the extended date as above provided), the right
                  to exercise the Option shall terminate with respect to such
                  number of Shares, but shall continue with respect to the
                  remaining Shares covered by the Option and not yet acquired
                  pursuant thereto.

         J.       RIGHTS AS A STOCKHOLDER

         No Participant to whom an Option has been granted shall have rights as
                  a stockholder with respect to any Shares covered by such
                  Option except as to such Shares as have been issued to or
                  registered in the Company's share register in the name of such
                  Participant upon the due exercise of the Option and tender of
                  the full Option price.

         K.       ASSIGNABILITY AND TRANSFERABILITY OF OPTION

         Unless otherwise permitted by the Code and by Rule 16b-3 of the
                  Exchange Act, if applicable, and approved in advance by the
                  Committee, an Option granted to a Participant shall not be
                  transferable by the Participant and shall be exercisable,
                  during the Participant's lifetime, only by such Participant
                  or, in the event of the Participant's incapacity, his guardian
                  or legal representative. Except as otherwise permitted herein,
                  such Option shall not be assigned, pledged or hypothecated in
                  any way (whether by operation of law or otherwise) and shall
                  not be subject to execution, attachment, or similar process.
                  Any attempted transfer, assignment, pledge, hypothecation or
                  other disposition of any Option or of any rights granted
                  thereunder contrary to the provisions of this Paragraph K, or
                  the levy of any attachment or similar process upon an Option
                  or such rights, shall be null and void.

         L.       OTHER PROVISIONS

         The Option Agreement for an Incentive Option shall contain such
                  limitations and restrictions upon the exercise of the Option
                  as shall be necessary in order that such Option can be an
                  "incentive stock option" within the meaning of Section 422 of
                  the Code. Further, the Option Agreements authorized under the
                  Plan shall be subject to such other terms and conditions
                  including, without limitation, restrictions upon the exercise
                  of the Option, as the Committee shall deem advisable and
                  which, in the case of Incentive Options, are not inconsistent
                  with the requirements of Section 422 of the Code.


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         M.       PURCHASE FOR INVESTMENT

         Unless the Shares to be issued upon the particular exercise of an
                  Option shall have been effectively registered under the
                  Securities Act of 1933, as now in force or hereafter amended,
                  the Company shall be under no obligation to issue the Shares
                  covered by such exercise unless and until the following
                  conditions have been fulfilled. In accordance with the
                  direction of the Committee, the persons who exercise such
                  Option shall warrant to the Company that, at the time of such
                  exercise, such persons are acquiring their Option Shares for
                  investment and not with a view to, or for sale in connection
                  with, the distribution of any such Shares, and shall make such
                  other representations, warranties, acknowledgments and
                  affirmations, if any, as the Committee may require. In such
                  event, the persons acquiring such Shares shall be bound by the
                  provisions of the following legend (or similar legend) which
                  shall be endorsed upon the certificate(s) evidencing their
                  Option Shares issued pursuant to such exercise.

         "The shares represented by this certificate have been acquired for
                  investment and they may not be sold or otherwise transferred
                  by any person, including a pledgee, in the absence of an
                  effective registration statement for the shares under the
                  Securities Act of 1933 or an opinion of counsel satisfactory
                  to the Company that an exemption from registration is then
                  available."

Without limiting the generality of the foregoing, the Company may delay issuance
         of the Shares until completion of any action or obtaining any consent
         that the Company deems necessary under any applicable law (including
         without limitation state securities or "blue sky" laws).

VI.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY

In the event that the outstanding Shares of the Company are changed into or
         exchanged for a different number or kind of shares or other securities
         of the Company or of another corporation by reason of any
         reorganization, merger, consolidation, recapitalization,
         reclassification, change in par value, stock split-up, combination of
         shares or dividend payable in capital stock, or the like, appropriate
         adjustments to prevent dilution or enlargement of the rights granted
         to, or available for, Participants shall be made in the manner and kind
         of shares for the purchase of which Options may be granted under the
         Plan, and, in addition, appropriate adjustment shall be made in the
         number and kind of Shares and in the Option price per share subject to
         outstanding Options. No such adjustment shall be made which shall,
         within the meaning of Section 424 of the Code, constitute such a
         modification, extension, or renewal of an Option as to cause the
         adjustment to be considered as the grant of a new Option.

Notwithstanding anything herein to the contrary, the Company may, in its sole
         discretion, accelerate the timing of the exercise provisions of any
         Option in the event of a tender offer for the Company's Shares, the
         adoption of a plan of merger or consolidation under which all


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         the Shares of the Company would be eliminated, or a sale of all or
         substantially all of the Company's assets. Alternatively, the Company
         may, in its sole discretion, cancel any or all Options upon any of the
         foregoing events and provide for the payment to Participants in cash of
         an amount equal to the difference between the Option price and the
         price of a Share, as determined in good faith by the Committee, at the
         close of business on the date of such event, multiplied by the number
         of Shares subject to Option so canceled. The preceding two sentences of
         this Article VI notwithstanding, the Company shall be required to
         accelerate the timing of the exercise provisions of any Option if (i)
         any such business combination is to be accounted for as a
         pooling-of-interests under APB Opinion 16 and (ii) the timing of such
         acceleration does not prevent such pooling-of-interests treatment.

Upon a business combination by the Company or any of its Affiliates with any
         corporation or other entity through the adoption of a plan of merger or
         consolidation or a share exchange or through the purchase of all or
         substantially all of the capital stock or assets of such other
         corporation or entity, the Board or the Committee may, in its sole
         discretion, grant Options pursuant hereto to all or any persons who, on
         the effective date of such transaction, hold outstanding options to
         purchase securities of such other corporation or entity and who, on and
         after the effective date of such transaction, will become employees or
         directors of, or consultants to, the Company or its Affiliates. The
         number of Shares subject to such substitute Options shall be determined
         in accordance with the terms of the transaction by which the business
         combination is effected. Notwithstanding the other provisions of this
         Plan, the other terms of such substitute Options shall be substantially
         the same as or economically equivalent to the terms of the options for
         which such Options are substituted, all as determined by the Board or
         by the Committee, as the case may be. Upon the grant of substitute
         Options pursuant hereto, the options to purchase securities of such
         other corporation or entity for which such Options are substituted
         shall be canceled immediately.

VII.     DISSOLUTION OR LIQUIDATION OF THE COMPANY

Upon the dissolution or liquidation of the Company other than in connection with
         a transaction to which the preceding Article VI is applicable, all
         Options granted hereunder shall terminate and become null and void;
         provided, however, that if the rights of a Participant under the
         applicable Options have not otherwise terminated and expired, the
         Participant shall have the right immediately prior to such dissolution
         or liquidation to exercise any Option granted hereunder to the extent
         that the right to purchase shares thereunder has become exercisable as
         of the date immediately prior to such dissolution or liquidation.

VIII.    TERMINATION OF THE PLAN

The Plan shall terminate (10) years from the earlier of the date of its adoption
         or the date of its approval by the stockholders. The Plan may be
         terminated at an earlier date by vote of the stockholders or the Board;
         provided, however, that any such earlier termination shall not affect
         any Options granted or Option Agreements executed prior to the
         effective date


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         of such termination. Except as may otherwise be provided for under
         Articles VI and VII, and notwithstanding the termination of the Plan,
         any Options granted prior to the effective date of the Plan's
         termination may be exercised until the earlier of (i) the date set
         forth in the Option Agreement, or (ii) ten (10) years from the date the
         Option is granted, and the provisions of the Plan with respect to the
         full and final authority of the Committee under the Plan shall continue
         to control.

IX.      AMENDMENT OF THE PLAN

The Plan may be amended by the Board and such amendment shall become effective
         upon adoption by the Board; provided, however, that any amendment shall
         be subject to the approval of the stockholders of the Company at or
         before the next annual meeting of the stockholders of the Company if
         such stockholder approval is required by the Code, any federal or state
         law or regulation, the rules of any stock exchange or automated
         quotation system on which the Shares may be listed or quoted, or if the
         Board, in its discretion, determines to submit such changes to the Plan
         to its stockholders for approval.

X.       EMPLOYMENT RELATIONSHIP

Nothing herein contained shall be deemed to prevent the Company or an Affiliate
         from terminating the employment of a Participant, nor to prevent a
         Participant from terminating the Participant's employment with the
         Company or an Affiliate.

XI.      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 all reasonable expenses,
         including attorneys' fees, actually and reasonably 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 by them as members of the
         Committee 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 the Committee member is liable for gross negligence or willful
         misconduct in the performance of his or her duties. To receive such
         indemnification, a Committee member must first offer in writing to the
         Company the opportunity, at its own expense, to defend any such action,
         suit or proceeding.

XII.     MITIGATION OF EXCISE TAX

If any payment or right accruing to a Participant under this Plan (without the
         application of this Article XII), either alone or together with other
         payments or rights accruing to the Participant from the Company or an
         Affiliate ("TOTAL PAYMENTS") would constitute a "parachute payment" (as
         defined in Section 280G of the Code and regulations thereunder), such
         payment or right shall be reduced to the largest amount or greatest
         right that will result in no portion of the amount payable or right
         accruing under the Plan being subject to an


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         excise tax under Section 4999 of the Code or being disallowed as a
         deduction under Section 280G of the Code. The determination of whether
         any reduction in the rights or payments under this Plan is to apply
         shall be made by the Company. The Participant shall cooperate in good
         faith with the Company in making such determination and providing any
         necessary information for this purpose.

XIII.    SAVINGS CLAUSE

This Plan is intended to comply in all respects with applicable law and
         regulations, including, (i) with respect to those Participants who are
         officers or directors for purposes of Section 16 of the Exchange Act,
         Rule 16b-3 of the Securities and Exchange Commission, if applicable,
         and (ii) with respect to executive officers, Code Section 162(m). In
         case any one or more provisions of this Plan shall be held invalid,
         illegal, or unenforceable in any respect under applicable law and
         regulation (including Rule 16b-3 and Code Section 162(m)), the
         validity, legality, and enforceability of the remaining provisions
         shall not in any way be affected or impaired thereby and the invalid,
         illegal, or unenforceable provision shall be deemed null and void;
         however, to the extent permitted by law, any provision that could be
         deemed null and void shall first be construed, interpreted, or revised
         retroactively to permit this Plan to be construed in compliance with
         all applicable law (including Rule 16b-3 and Code Section 162(m)) so as
         to foster the intent of this Plan. Notwithstanding anything herein to
         the contrary, with respect to Participants who are officers and
         directors for purposes of Section 16 of the Exchange Act, no grant of
         an Option to purchase Shares shall permit unrestricted ownership of
         Shares by the Participant for at least six (6) months from the date of
         the grant of such Option, unless the Board determines that the grant of
         such Option to purchase Shares otherwise satisfies the then current
         Rule 16b-3 requirements.

XIV.     WITHHOLDING

Except as otherwise provided by the Committee,

         A.       The Company shall have the power and right to deduct or
                  withhold, or require a Participant to remit to the Company, an
                  amount sufficient to satisfy federal, state, and local taxes
                  required by law to be withheld with respect to any grant,
                  exercise, or payment made under or as a result of this Plan;
                  and

         B.       In the case of any taxable event hereunder, a Participant may
                  elect, subject to the approval in advance by the Committee, to
                  satisfy the withholding requirement, if any, in whole or in
                  part, by having the Company withhold Shares of Common Stock
                  that would otherwise be transferred to the Participant having
                  a Fair Market Value, on the date the tax is to be determined,
                  equal to the minimum marginal tax that could be imposed on the
                  transaction. All elections shall be made in writing and signed
                  by the Participant.


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XV.      EFFECTIVE DATE

This Plan shall become effective upon adoption by the Board, provided that
         within one (1) year before or after such adoption by the Board (or
         within such earlier time period as may be required by the Exchange Act,
         if applicable) the Plan is approved by the stockholders of the Company.
         If such approval is not obtained, then this Plan and all Options
         granted hereunder shall be null and void ab initio.

XVI.     GOVERNING LAW

This Plan shall be governed by the laws of the State of Delaware and construed
         in accordance therewith.



Adopted this 6th day of June, 2001.


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