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                                                                     Exhibit 4.4

                     INNOVATIVE DRUG DELIVERY SYSTEMS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


I. PURPOSE OF THE PLAN

         This Employee Stock Purchase Plan is intended to promote the interests
of Innovative Drug Delivery Systems, Inc., a Delaware corporation, by providing
eligible employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll deduction-based employee stock
purchase plan designed to qualify under Section 423 of the Code.

         Capitalized terms herein shall have the meanings assigned to such terms
in the attached Appendix.

II. ADMINISTRATION OF THE PLAN

         The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

III. STOCK SUBJECT TO PLAN

         A. The stock purchasable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall be limited to 500,000
shares.

         B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan, beginning with calendar year 2003, by
an amount equal to one-half of one percent (0.05%) of the total number of shares
of Common Stock outstanding on the last trading day in December of the
immediately preceding calendar year, but in no event shall any such annual
increase exceed 200,000 shares.

         C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and class of securities issuable under the Plan,
(ii) the maximum number and class of securities purchasable per Participant on
any one Purchase Date, (iii) the maximum number and class of securities
purchasable in total by all Participants on any one Purchase Date, (iv) the
maximum number

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and/or class of securities by which the share reserve is to increase
automatically each calendar year pursuant to the provisions of Section III.B of
this Article One and (v) the number and class of securities and the price per
share in effect under each outstanding purchase right in order to prevent the
dilution or enlargement of benefits thereunder.

IV. OFFERING PERIODS

         A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of overlapping offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

         B. Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date of such offering period. Offering periods shall commence at
semi-annual intervals on the first business day of [May] and [November] each
year over the term of the Plan. Accordingly, two (2) separate offering periods
shall commence in each calendar year the Plan remains in existence. However, the
initial offering period shall commence at the Effective Time and terminate on
the last business day in [April] 2004.

         C. Each offering period shall consist of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in [May] to the last business day in [October] each year and from
the first business day in [November] each year to the last business day in
[April] in the following year. However, the first Purchase Interval in effect
under the initial offering period shall commence at the Effective Time and
terminate on the last business day in [October] 2002.

         D. Should the Fair Market Value per share of Common Stock on any
Purchase Date within a particular offering period be less than the Fair Market
Value per share of Common Stock on the start date of that offering period, then
the individuals participating in such offering period shall, immediately after
the purchase of shares of Common Stock on their behalf on such Purchase Date, be
transferred from that offering period and automatically enrolled in the next
offering period commencing after such Purchase Date.

V. ELIGIBILITY

         A. Each individual who is an Eligible Employee on the start date of any
offering period under the Plan may enter that offering period on such start
date. However, an Eligible Employees may participate in only one offering period
at a time. For the initial offering period commencing at the Effective Time,
each individual who is an Eligible Employee at that time shall automatically be
enrolled as a Participant with a contribution rate equal to fifteen percent
(15%) of his or her Cash Earnings.

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         B. Except as otherwise provided in Sections IV.D and V.A above, an
Eligible Employee must, in order to participate in the Plan for a particular
offering period, complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before the start date of that offering period.

VI. PAYROLL DEDUCTIONS

         A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be any multiple
of one percent (1%) of the Cash Earnings paid to the Participant during each
Purchase Interval within that offering period, up to a maximum of fifteen
percent (15%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

                  (i) The Participant may, at any time during the offering
         period, reduce his or her rate of payroll deduction (or, to the extent
         applicable, the percentage of Cash Earnings to serve as his or her lump
         sum contribution for the initial Purchase Interval of the first
         offering period) to become effective as soon as possible after filing
         the appropriate form with the Plan Administrator. The Participant may
         not, however, effect more than one (1) such reduction per Purchase
         Interval.

                  (ii) The Participant may, prior to the commencement of any new
         Purchase Interval within the offering period, increase the rate of his
         or her payroll deduction by filing the appropriate form with the Plan
         Administrator. The new rate (which may not exceed the fifteen percent
         (15%) maximum) shall become effective on the start date of the first
         Purchase Interval following the filing of such form.

         B. Payroll deductions shall begin on the first pay day administratively
feasible following the start date of the offering period and shall (unless
sooner terminated by the Participant) continue through the pay day ending with
or immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be required
to be held in any segregated account or trust fund and may be commingled with
the general assets of the Corporation and used for general corporate purposes.

         C. For the initial Purchase Interval of the first offering period under
the Plan, no payroll deductions shall be required of the Participant until such
time as the Participant affirmatively elects to commence such payroll deductions
following his or her receipt of the 1933 Act prospectus for the Plan. In the
absence of such payroll deductions, the Participant will

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be required to contribute the applicable percentage of his or her Cash Earnings
to the Plan in a lump sum payment immediately prior to the close of that
Purchase Interval should the Participant elect to have shares of Common Stock
purchased on his or her behalf on the Purchase Date for that initial Purchase
Interval.

         D. Payroll deductions shall automatically cease upon the termination of
the Participant's purchase right in accordance with the provisions of the Plan.

         E. The Participant's acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant's acquisition of
Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.

VII. PURCHASE RIGHTS

         A. Grant of Purchase Rights. A Participant shall be granted a separate
purchase right for each offering period in which he or she is enrolled. The
purchase right shall be granted on the start date of the offering period and
shall provide the Participant with the right to purchase shares of Common Stock,
in a series of successive installments during that offering period, upon the
terms set forth below. The Participant shall execute a stock purchase agreement
embodying such terms and such other provisions (not inconsistent with the Plan)
as the Plan Administrator may deem advisable.

         Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.

         B. Exercise of the Purchase Right. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date. The purchase shall be
effected by applying the Participant's payroll deductions (or, to the extent
applicable, his or her lump sum contribution) for the Purchase Interval ending
on such Purchase Date to the purchase of whole shares of Common Stock at the
purchase price in effect for the Participant for that Purchase Date.

         C. Purchase Price. The purchase price per share at which Common Stock
will be purchased on the Participant's behalf on each Purchase Date within the
particular offering period in which he or she is enrolled shall be equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of
Common Stock on the start date of that offering period or (ii) the Fair Market
Value per share of Common Stock on that Purchase Date.

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         D. Number of Purchasable Shares. The number of shares of Common Stock
purchasable by a Participant on each Purchase Date during the particular
offering period in which he or she is enrolled shall be the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions during the Purchase Interval ending with that Purchase Date
(or, to the extent applicable, his or her lump sum contribution for that
Purchase Interval) by the purchase price in effect for the Participant for that
Purchase Date. However, the maximum number of shares of Common Stock purchasable
per Participant on any one Purchase Date shall not exceed 5,000 shares, subject
to periodic adjustments in the event of certain changes in the Corporation's
capitalization. In addition, the maximum number of shares of Common Stock
purchasable in total by all Participants in the Plan on any one Purchase Date
shall not exceed 150,000 shares, subject to periodic adjustments in the event of
certain changes in the Corporation's capitalization. However, the Plan
Administrator shall have the discretionary authority, exercisable prior to the
start of any offering period under the Plan, to increase or decrease the
limitations to be in effect for the number of shares purchasable per Participant
and in total by all Participants enrolled in that particular offering period on
each Purchase Date which occurs during that offering period.

         E. Excess Payroll Deductions. Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in
total by all Participants on the Purchase Date shall be promptly refunded.

         F. Withdrawal from Offering Period. The following provisions shall
govern the Participant's withdrawal from an offering period:

                  (i) A Participant may withdraw from the offering period in
         which he or she is enrolled at any time prior to the next scheduled
         Purchase Date by filing the appropriate form with the Plan
         Administrator (or its designate), and no further payroll deductions
         shall be collected from the Participant with respect to that offering
         period. Any payroll deductions collected during the Purchase Interval
         in which such withdrawal occurs shall, at the Participant's election,
         be immediately refunded or held for the purchase of shares on the next
         Purchase Date. If no such election is made at the time of such
         withdrawal, then the payroll deductions collected from the Participant
         during the Purchase Interval in which such withdrawal occurs shall be
         refunded as soon as possible.

                  (ii) The Participant's withdrawal from a particular offering
         period shall be irrevocable, and the Participant may not subsequently
         rejoin that offering period at a later date. In order to resume
         participation in any subsequent offering period, such individual must
         re-enroll in the Plan (by making a timely filing of the prescribed
         enrollment forms) on or before the start date of that offering period.

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         G. Termination of Purchase Right. The following provisions shall govern
the termination of outstanding purchase rights:

                  (i) Should the Participant cease to remain an Eligible
         Employee for any reason (including death, disability or change in
         status) while his or her purchase right remains outstanding, then that
         purchase right shall immediately terminate, and all of the
         Participant's payroll deductions for the Purchase Interval in which the
         purchase right so terminates shall be immediately refunded.

                  (ii) However, should the Participant cease to remain in active
         service by reason of an approved unpaid leave of absence, then the
         Participant shall have the right, exercisable up until the last
         business day of the Purchase Interval in which such leave commences, to
         (a) withdraw all the payroll deductions collected to date on his or her
         behalf for that Purchase Interval or (b) have such funds held for the
         purchase of shares on his or her behalf on the next scheduled Purchase
         Date. In no event, however, shall any further payroll deductions be
         collected on the Participant's behalf during such leave. Upon the
         Participant's return to active service (x) within ninety (90) days
         following the commencement of such leave or (y) prior to the expiration
         of any longer period for which such Participant's right to reemployment
         with the Corporation is guaranteed by statute or contract, his or her
         payroll deductions under the Plan shall automatically resume at the
         rate in effect at the time the leave began, unless the Participant
         withdraws from the Plan prior to his or her return. An individual who
         returns to active employment following a leave of absence that exceeds
         in duration the applicable (x) or (y) time period will be treated as a
         new Employee for purposes of subsequent participation in the Plan and
         must accordingly re-enroll in the Plan (by making a timely filing of
         the prescribed enrollment forms) on or before the start date of any
         subsequent offering period in which he or she wishes to participate.

         H. Change in Control. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of Common
Stock on the start date of the offering period in which such individual is
enrolled at the time of such Change in Control or (ii) the Fair Market Value per
share of Common Stock immediately prior to the effective date of such Change in
Control. However, the applicable limitation on the number of shares of Common
Stock purchasable per Participant shall continue to apply to any such purchase,
but not the limitation applicable to the maximum number of shares of Common
Stock purchasable in total by all Participants on any one Purchase Date.

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         The Corporation shall use its best efforts to provide at least ten (10)
days' prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

         I. Proration of Purchase Rights. Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

         J. Assignability. The purchase right shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.

         K. Stockholder Rights. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participant's behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.

VIII. ACCRUAL LIMITATIONS

         A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (i) rights to purchase Common Stock
accrued under any other purchase right granted under this Plan and (ii) similar
rights accrued under other employee stock purchase plans (within the meaning of
Code Section 423)) of the Corporation or any Corporate Affiliate, would
otherwise permit such Participant to purchase more than Twenty-Five Thousand
Dollars ($25,000.00) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.

         B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:

                  (i) The right to acquire Common Stock under each outstanding
         purchase right shall accrue in a series of installments on each
         successive Purchase Date during the offering period in which such right
         remains outstanding.

                  (ii) No right to acquire Common Stock under any outstanding
         purchase right shall accrue to the extent the Participant has already
         accrued in the same calendar year the right to acquire Common Stock
         under one or more other purchase rights at a rate equal to Twenty-Five
         Thousand Dollars ($25,000.00) worth of Common Stock (determined on the
         basis of the Fair Market Value per share on the date or dates of grant)
         for each calendar year such rights were at any time outstanding.

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         C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the payroll
deductions that the Participant made during that Purchase Interval with respect
to such purchase right shall be promptly refunded.

         D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

IX. EFFECTIVE DATE AND TERM OF THE PLAN

         A. The Plan was adopted by the Board on March 12, 2002, and shall
become effective at the Effective Time, provided no purchase rights granted
under the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation. In the event such stockholder approval is not
obtained, or such compliance is not effected, within twelve (12) months after
the date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect, and all sums collected from Participants during
the initial offering period hereunder shall be refunded.

         B. Unless sooner terminated by the Board, the Plan shall terminate upon
the earliest of (i) the last business day in [_______________], 2012, (ii) the
date on which all shares available for issuance under the Plan shall have been
sold pursuant to purchase rights exercised under the Plan or (iii) the date on
which all purchase rights are exercised in connection with a Change in Control.
No further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.

X. AMENDMENT OF THE PLAN

         A. The Board may alter, amend, suspend or terminate the Plan at any
time to become effective immediately following the close of any Purchase
Interval. However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the Corporation to recognize
compensation expense in the absence of such amendment or termination.

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         B. In no event may the Board effect any of the following amendments or
revisions to the Plan without the approval of the Corporation's stockholders:
(i) increase the number of shares of Common Stock issuable under the Plan,
except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify the eligibility requirements for participation in
the Plan.

XI. GENERAL PROVISIONS

         A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation; however, each Plan Participant shall bear all
costs and expenses incurred by such individual in the sale or other disposition
of any shares purchased under the Plan.

         B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.

         C. The provisions of the Plan shall be governed by the laws of the
State of Delaware without resort to that State's conflict-of-laws rules.

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                                   Schedule A

                          Corporations Participating in
                          Employee Stock Purchase Plan
                            As of the Effective Time

                     Innovative Drug Delivery Systems, Inc.


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                                    APPENDIX


         The following definitions shall be in effect under the Plan:

         A. Board shall mean the Corporation's Board of Directors.

         B. Cash Earnings shall mean (i) the regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan plus (ii)
all overtime payments, bonuses, commissions, profit-sharing distributions or
other incentive-type payments received during such period. Such Cash Earnings
shall be calculated before deduction of (A) any income or employment tax
withholdings or (B) any contributions made by the Participant to any Code
Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit
program now or hereafter established by the Corporation or any Corporate
Affiliate. However, Cash Earnings shall not include any contributions made by
the Corporation or any Corporate Affiliate on the Participant's behalf to any
employee benefit or welfare plan now or hereafter established (other than Code
Section 401(k) or Code Section 125 contributions deducted from such Cash
Earnings).

         C. Change in Control shall mean a change in ownership of the
Corporation pursuant to any of the following transactions:

                  (i) a merger, consolidation or other reorganization approved
         by the Corporation's stockholders, unless securities representing more
         than fifty percent (50%) of the total combined voting power of the
         voting securities of the successor corporation are immediately
         thereafter beneficially owned, directly or indirectly and in
         substantially the same proportion, by the persons who beneficially
         owned the Corporation's outstanding voting securities immediately prior
         to such transaction, or

                  (ii) the sale, transfer or other disposition of all or
         substantially all of the assets of the Corporation in complete
         liquidation or dissolution of the Corporation, or

                  (iii) the acquisition, directly or indirectly, by a person or
         related group of persons (other than the Corporation or a person that
         directly or indirectly controls, is controlled by or is under common
         control with the Corporation) of beneficial ownership (within the
         meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
         than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities pursuant to a tender or exchange
         offer made directly to the Corporation's stockholders.

         D. Code shall mean the Internal Revenue Code of 1986, as amended.

         E. Common Stock shall mean the Corporation's common stock.

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         F. Corporate Affiliate shall mean any parent or subsidiary corporation
of the Corporation (as determined in accordance with Code Section 424), whether
now existing or subsequently established.

         G. Corporation shall mean Innovative Drug Delivery Systems, Inc., a
Delaware corporation, and any corporate successor to all or substantially all of
the assets or voting stock of Model Corporation that shall by appropriate action
adopt the Plan.

         H. Effective Time shall mean the time at which the Underwriting
Agreement is executed and the Common Stock priced for the initial public
offering of such Common Stock. Any Corporate Affiliate that becomes a
Participating Corporation after such Effective Time shall designate a subsequent
Effective Time with respect to its employee-Participants.

         I. Eligible Employee shall mean any person who is employed by a
Participating Corporation on a basis under which he or she is regularly expected
to render more than eight (8) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under Code Section 3401
(a).

         J. Fair Market Value per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

                  (i) If the Common Stock is at the time traded on the Nasdaq
         National Market, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question, as
         such price is reported by the National Association of Securities
         Dealers on the Nasdaq National Market and published in The Wall Street
         Journal. If there is no closing selling price for the Common Stock on
         the date in question, then the Fair Market Value shall be the closing
         selling price on the last preceding date for which such quotation
         exists.

                  (ii) If the Common Stock is at the time listed on any Stock
         Exchange, then the Fair Market Value shall be the closing selling price
         per share of Common Stock on the date in question on the Stock Exchange
         determined by the Plan Administrator to be the primary market for the
         Common Stock, as such price is officially quoted in the composite tape
         of transactions on such exchange and published in The Wall Street
         Journal. If there is no closing selling price for the Common Stock on
         the date in question, then the Fair Market Value shall be the closing
         selling price on the last preceding date for which such quotation
         exists.

                  (iii) For purposes of the initial offering period that begins
         at the Effective Time, the Fair Market Value shall be deemed to be
         equal to the price per share at which the Common Stock is sold in the
         initial public offering pursuant to the Underwriting Agreement.

         K. 1933 Act shall mean the Securities Act of 1933, as amended.

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         L. Participant shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

         M. Participating Corporation shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan are listed in attached Schedule A.

         N. Plan shall mean the Corporation's 2001 Employee Stock Purchase Plan,
as set forth in this document.

         O. Plan Administrator shall mean the committee of two (2) or more Board
members appointed by the Board to administer the Plan.

         P. Purchase Date shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be [October 31,2002].

         Q. Purchase Interval shall mean each successive six (6)-month period
within a particular offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

         R. Stock Exchange shall mean either the American Stock Exchange or the
New York Stock Exchange.

         S. Underwriting Agreement shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

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