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                                                                   Exhibit 10.12

                             UNIT INSTRUMENTS, INC.
                           1997 STOCK INCENTIVE PLAN


     This 1997 STOCK INCENTIVE PLAN (the "Plan") is hereby established by UNIT
INSTRUMENTS, INC., a California corporation (the "Company") and adopted by its
Board of Directors as of the __th day of _____________, 1997 (the "Effective
Date").


                                   ARTICLE 1.

                              PURPOSES OF THE PLAN

     1.1  PURPOSES.  The purposes of the Plan are (a) to enhance the Company's
ability to attract and retain the services of qualified employees, officers and
directors (including non-employee officers and directors), and consultants and
other service providers upon whose judgment, initiative and efforts the
successful conduct and development of the Company's business largely depends,
and (b) to provide additional incentives to such persons or entities to devote
their utmost effort and skill to the advancement and betterment of the Company,
by providing them an opportunity to participate in the ownership of the Company
and thereby have an interest in the success and increased value of the Company.


                                   ARTICLE 2.

                                  DEFINITIONS

     For purposes of this Plan, the following terms shall have the meanings
indicated:

     2.1  ADMINISTRATOR.  "Administrator" means the Board or, if the Board
delegates responsibility for any matter to the Committee, the term Administrator
shall mean the Committee.

     2.2  AFFILIATED COMPANY.  "Affiliated Company" means any "parent
corporation" or "subsidiary corporation" of the Company, whether now existing or
hereafter created or acquired, as those terms are defined in Sections 424(e) and
424(f) of the Code, respectively.

     2.3  BOARD.  "Board" means the Board of Directors of the Company.

     2.4  CHANGE IN CONTROL.  "Change in Control" shall mean (i) the
acquisition, directly or indirectly, by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of all outstanding securities
of the Company; (ii) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated; (iii) the sale, transfer
or other disposition of all or substantially all of the assets of the Company;
(iv) a complete liquidation or dissolution of the Company; or (v) any merger
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in which the Company is the surviving entity but in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to or acquired by a person or
persons different from the persons holding those securities immediately prior to
such merger.

     2.5  CODE.  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

     2.6  COMMITTEE.  "Committee" means a committee of two or more members of
the Board appointed to administer the Plan, as set forth in Section 7.1 hereof.

     2.7  COMMON STOCK.  "Common Stock" means the Common Stock, $.15 par value,
of the Company, subject to adjustment pursuant to Section 4.2 hereof.

     2.8  DISABILITY.  "Disability" means permanent and total disability as
defined in Section 22(e)(3) of the Code.  The Administrator's determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.

     2.9  EFFECTIVE DATE.  "Effective Date" means the date on which the Plan is
adopted by the Board, as set forth on the first page hereof.

     2.10 EXERCISE PRICE.  "Exercise Price" means the purchase price per share
of Common Stock payable upon exercise of an Option.

     2.11 FAIR MARKET VALUE.   "Fair Market Value" on any given date means the
value of one share of Common Stock, determined as follows:

          (a) If the Common Stock is then listed or admitted to trading on a
Nasdaq market system or a stock exchange which reports closing sale prices, the
Fair Market Value shall be the closing sale price on the date of valuation on
such Nasdaq market system or principal stock exchange on which the Common Stock
is then listed or admitted to trading, or, if no closing sale price is quoted on
such day, then the Fair Market Value shall be the closing sale price of the
Common Stock on such Nasdaq market system or such exchange on the next preceding
day for which a closing sale price is reported.

          (b) If the Common Stock is not then listed or admitted to trading on a
Nasdaq market system or a stock exchange which reports closing sale prices, the
Fair Market Value shall be the average of the closing bid and asked prices of
the Common Stock in the over-the-counter market on the date of valuation.

          (c) If neither (a) nor (b) is applicable as of the date of valuation,
then the Fair Market Value shall be determined by the Administrator in good
faith using any reasonable method of evaluation, which determination shall be
conclusive and binding on all interested parties.

     2.12 INCENTIVE OPTION.  "Incentive Option" means any Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

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     2.13 INCENTIVE OPTION AGREEMENT.  "Incentive Option Agreement" means an
Option Agreement with respect to an Incentive Option.

     2.14 NASD DEALER.  "NASD Dealer" means a broker-dealer that is a member of
the National Association of Securities Dealers, Inc.

     2.15 NONQUALIFIED OPTION.  "Nonqualified Option" means any Option that is
not an Incentive Option.  To the extent that any Option designated as an
Incentive Option fails in whole or in part to qualify as an Incentive Option,
including, without limitation, for failure to meet the limitations applicable to
a 10% Shareholder or because it exceeds the annual limit provided for in Section
5.6 below, it shall to that extent constitute a Nonqualified Option.

     2.16 NONQUALIFIED OPTION AGREEMENT.  "Nonqualified Option Agreement" means
an Option Agreement with respect to a Nonqualified Option.

     2.17 OFFEREE.  "Offeree" means a Participant to whom a Right to Purchase
has been offered or who has acquired Restricted Stock under the Plan.

     2.18 OPTION.  "Option" means any option to purchase Common Stock granted
pursuant to the Plan.

     2.19 OPTION AGREEMENT.  "Option Agreement" means the written agreement
entered into between the Company and the Optionee with respect to an Option
granted under the Plan.

     2.20 OPTIONEE.  "Optionee" means a Participant who holds an Option.

     2.21 PARTICIPANT.  "Participant" means an individual or entity who holds an
Option, a Right to Purchase or Restricted Stock under the Plan.

     2.22 PURCHASE PRICE.  "Purchase Price" means the purchase price per share
of Restricted Stock payable upon acceptance of a Right to Purchase.

     2.23 RESTRICTED STOCK.  "Restricted Stock" means shares of Common Stock
issued pursuant to Article 6 hereof, subject to any restrictions and conditions
as are established pursuant to such Article 6.

     2.24 RIGHT TO PURCHASE.  "Right to Purchase" means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.

     2.25 SERVICE PROVIDER.  "Service Provider" means a consultant or other
person or entity who provides services to the Company or an Affiliated Company
and who the Administrator authorizes to become a  Participant in the Plan.

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     2.26 STOCK PURCHASE AGREEMENT.  "Stock Purchase Agreement" means the
written agreement entered into between the Company and the Offeree with respect
to a Right to Purchase offered under the Plan.

     2.27 10% SHAREHOLDER.  "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.


                                   ARTICLE 3.

                                  ELIGIBILITY

     3.1  INCENTIVE OPTIONS.  Officers and other key employees of the Company or
of an Affiliated Company (including members of the Board if they are employees
of the Company or of an Affiliated Company) are eligible to receive Incentive
Options under the Plan.

     3.2  NONQUALIFIED OPTIONS AND RIGHTS TO PURCHASE.  Officers and other key
employees of the Company or of an Affiliated Company, members of the Board
(whether or not employed by the Company or an Affiliated Company), and Service
Providers are eligible to receive Nonqualified Options or Rights to Purchase
under the Plan.

     3.3  LIMITATION ON SHARES.  In no event shall any Participant be granted
Rights to Purchase or Options in any one calendar year pursuant to which the
aggregate number of shares of Common Stock that may be acquired thereunder
exceeds 100,000 shares.


                                   ARTICLE 4.
                                        
                                  PLAN SHARES

     4.1  SHARES SUBJECT TO THE PLAN.  A total of 480,000 shares of Common Stock
plus such number of shares as are or may become available for grant under the
Company's 1987 Stock Plan may be issued under the Plan (provided, however, that
in no event shall more than 480,000 shares be issued pursuant to the exercise of
Incentive Options pursuant to the Plan) subject to adjustment as to the number
and kind of shares pursuant to Section 4.2 hereof.  For purposes of this
limitation, in the event that (a) all or any portion of any Option or Right to
Purchase granted or offered under the Plan can no longer under any circumstances
be exercised, or (b) any shares of Common Stock are reacquired by the Company
pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or
Stock Purchase Agreement, the shares of Common Stock allocable to the
unexercised portion of such Option or such Right to Purchase, or the shares so
reacquired, shall again be available for grant or issuance under the Plan, and,
in the case of Incentive Options, shall be credited against the limitation on
Incentive Options set forth above.

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     4.2  CHANGES IN CAPITAL STRUCTURE.   In the event that the outstanding
shares of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements,
Rights to Purchase and Stock Purchase Agreements in order to preserve, as nearly
as practical, but not to increase, the benefits to Participants.



                                   ARTICLE 5.

                                    OPTIONS

     5.1  OPTION AGREEMENT.  Each Option granted pursuant to this Plan shall be
evidenced by an Option Agreement which shall specify the number of shares
subject thereto, the Exercise Price per share, and whether the Option is an
Incentive Option or Nonqualified Option.  As soon as is practical following the
grant of an Option, an Option Agreement shall be duly executed and delivered by
or on behalf of the Company to the Optionee to whom such Option was granted.
Each Option Agreement shall be in such form and contain such additional terms
and conditions, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable, including, without
limitation, the imposition of any rights of first refusal and resale obligations
upon any shares of Common Stock acquired pursuant to an Option Agreement.  Each
Option Agreement may be different from each other Option Agreement.

     5.2  EXERCISE PRICE.  The Exercise Price per share of Common Stock covered
by each Option shall be determined by the Administrator, subject to the
following:  (a) the Exercise Price of an Incentive Option shall not be less than
100% of Fair Market Value on the date the Incentive Option is granted, (b) the
Exercise Price of a Nonqualified Option shall not be less than 85% of Fair
Market Value on the date the Nonqualified Option is granted, and (c) if the
person to whom an Incentive Option is granted is a 10% Shareholder on the date
of grant, the Exercise Price shall not be less than 110% of Fair Market Value on
the date the Option is granted.

     5.3  PAYMENT OF EXERCISE PRICE.  Payment of the Exercise Price shall be
made upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by:  (a) cash; (b) check; (c)
the surrender of shares of Common Stock owned by the Optionee  that have been
held by the Optionee for at least six (6) months, which surrendered shares shall
be valued at Fair Market Value as of the date of such exercise; (d) the
Optionee's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and an NASD Dealer
whereby the Optionee irrevocably

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elects to exercise the Option and to sell a portion of the shares so purchased
to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits
upon receipt of such shares to forward the Exercise Price directly to the
Company; (h) provided that a public market for the Common Stock exists, a
"margin" commitment from the Optionee and an NASD Dealer whereby the Optionee
irrevocably elects to exercise the Option and to pledge the shares so purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such shares to forward the Exercise Price
directly to the Company; or (i) any combination of the foregoing methods of
payment or any other consideration or method of payment as shall be permitted by
applicable corporate law.

     5.4  TERM AND TERMINATION OF OPTIONS.  The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no Option
may be exercisable more than ten (10) years after the date it is granted.  An
Incentive Option granted to a person who is a 10% Shareholder on the date of
grant shall not be exercisable more than five (5) years after the date it is
granted.

     5.5  VESTING AND EXERCISE OF OPTIONS.  Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator.

     5.6  ANNUAL LIMIT ON INCENTIVE OPTIONS.  To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock shall
not, with respect to which Incentive Options granted under this Plan and any
other plan of the Company or any Affiliated Company become exercisable for the
first time by an Optionee during any calendar year, exceed $100,000.

     5.7  NONTRANSFERABILITY OF OPTIONS.  No Option shall be assignable or
transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee; provided,
however, that, in the discretion of the Administrator, any Option may be
assigned or transferred in any manner which an "incentive stock option" is
permitted to be assigned or transferred under the Code.

     5.8  RIGHTS AS SHAREHOLDER.  An Optionee or permitted transferee of an
Option shall have no rights or privileges as a shareholder with respect to any
shares covered by an Option until such Option has been duly exercised and
certificates representing shares purchased upon such exercise have been issued
to such person.


                                   ARTICLE 6.

                               RIGHTS TO PURCHASE

     6.1  NATURE OF RIGHT TO PURCHASE.  A Right to Purchase granted to an
Offeree entitles the Offeree to purchase, for a Purchase Price determined by the
Administrator, shares of Common Stock subject to such terms, restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock").  Such conditions may include, but are not limited to, continued
employment or the achievement of specified performance goals or objectives.

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     6.2  ACCEPTANCE OF RIGHT TO PURCHASE.  An Offeree shall have no rights with
respect to the Restricted Stock subject to a Right to Purchase unless the
Offeree shall have accepted the Right to Purchase within ten (10) days (or such
longer or shorter period as the Administrator may specify) following the grant
of the Right to Purchase by making payment of the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement.  Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from
time to time, deem desirable.  Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

     6.3  PAYMENT OF PURCHASE PRICE.  Subject to any legal restrictions, payment
of the Purchase Price upon acceptance of a Right to Purchase Restricted Stock
may be made, in the discretion of the Administrator, by:  (a) cash; (b) check;
(c) the surrender of shares of Common Stock owned by the Offeree that have been
held by the Offeree for at least six (6) months, which surrendered shares shall
be valued at Fair Market Value as of the date of such exercise; (d) the
Offeree's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Offeree; (f) the waiver of compensation due or accrued to the Offeree for
services rendered; or (g) any combination of the foregoing methods of payment or
any other consideration or method of payment as shall be permitted by applicable
corporate law.

     6.4  RIGHTS AS A SHAREHOLDER.  Upon complying with the provisions of
Section 6.2 hereof, an Offeree shall have the rights of a shareholder with
respect to the Restricted Stock purchased pursuant to the Right to Purchase,
including voting and dividend rights, subject to the terms, restrictions and
conditions as are set forth in the Stock Purchase Agreement.  Unless the
Administrator shall determine otherwise, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Company until such shares
have vested in accordance with the terms of the Stock Purchase Agreement.

     6.5  RESTRICTIONS.  Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement.  In the event of
termination of a Participant's employment, service as a director of the Company
or Service Provider status for any reason whatsoever (including death or
disability), the Stock Purchase Agreement may provide, in the discretion of the
Administrator, that the Company shall have the right, exercisable at the
discretion of the Administrator, to repurchase (i) at the original Purchase
Price, any shares of Restricted Stock which have not vested as of the date of
termination, and (ii) at Fair Market Value, any shares of Restricted Stock which
have vested as of such date, on such terms as may be provided in the Stock
Purchase Agreement.

     6.6  VESTING OF RESTRICTED STOCK.  The Stock Purchase Agreement shall
specify the date or dates, the performance goals or objectives which must be
achieved, and any other conditions on which the Restricted Stock may vest.

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     6.7  DIVIDENDS.  If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.

     6.8  NONASSIGNABILITY OF RIGHTS.  No Right to Purchase shall be assignable
or transferable except by will or the laws of descent and distribution or as
otherwise provided by the  Administrator.


                                   ARTICLE 7.

                           ADMINISTRATION OF THE PLAN

     7.1  ADMINISTRATOR.  Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or
more members of the Board (the "Committee").  Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board.
As used herein, the term "Administrator" means the Board or, with respect to any
matter as to which responsibility has been delegated to the Committee, the term
Administrator shall mean the Committee.

     7.2  POWERS OF THE ADMINISTRATOR.  In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law, the
Administrator shall have full power and authority:  (a) to determine the persons
to whom, and the time or times at which, Incentive Options or Nonqualified
Options shall be granted and Rights to Purchase shall be offered, the number of
shares to be represented by each Option and Right to Purchase and the
consideration to be received by the Company upon the exercise thereof; (b) to
interpret the Plan; (c) to create, amend or rescind rules and regulations
relating to the Plan; (d) to determine the terms, conditions and restrictions
contained in, and the form of, Option Agreements and Stock Purchase Agreements;
(e) to determine the identity or capacity of any persons who may be entitled to
exercise a Participant's rights under any Option or Right to Purchase under the
Plan; (f) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option Agreement or Stock Purchase
Agreement; (g) to accelerate the vesting of any Option or release or waive any
repurchase rights of the Company with respect to Restricted Stock; (h) to extend
the exercise date of any Option or acceptance date of any Right to Purchase; (i)
to provide for rights of first refusal and/or repurchase rights; (j) to amend
outstanding Option Agreements and Stock Purchase Agreements to provide for,
among other things, any change or modification which the Administrator could
have provided for upon the grant of an Option or Right to Purchase or in
furtherance of the powers provided for herein; and (k) to make all other
determinations necessary or advisable for the administration of the Plan, but
only to the extent not contrary to the express provisions of the Plan.  Any
action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.

     7.3  LIMITATION ON LIABILITY.  No employee of the Company or member of the
Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person

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acts fraudulently or in bad faith. To the extent permitted by law, the Company
shall indemnify each member of the Board or Committee, and any employee of the
Company with duties under the Plan, who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed proceeding, whether
civil, criminal, administrative or investigative, by reason of such person's
conduct in the performance of duties under the Plan.


                                   ARTICLE 8.

                               CHANGE IN CONTROL

     8.1  CHANGE IN CONTROL.  In the event of a Change in Control of the
Company, the Administrator in its discretion may, at any time an Option or Right
to Purchase is granted, or at any time thereafter, take one or more of the
following actions:  (A) provide for the purchase of each Option or Right to
Purchase for an amount of cash or other property that could have been received
upon the exercise of the Option or Right to Purchase had the Option been
currently exercisable, (B) adjust the terms of the Options and Rights to
Purchase in a manner determined by the Administrator to reflect the Change in
Control, (C) cause the Options and Rights to Purchase to be continued or
assumed, or new rights substituted therefor, by the surviving or another entity,
through the continuance of the Plan and the continuation or assumption of
outstanding Options and Rights to Purchase, or the substitution for such Options
and Rights to Purchase of new options and new rights to purchase of comparable
value covering shares of a successor corporation, with appropriate adjustments
as to the number and kind of shares and Exercise Prices, in which event the Plan
and such Options and Rights to Purchase, or the new options and rights to
purchase substituted therefor, shall continue in the manner and under the terms
so provided or (D) make such other provision as the Administrator may consider
equitable.  If the Administrator does not take any of the foregoing actions, all
Options and Rights to Purchase shall terminate upon the consummation of the
Change in Control and the Administrator shall cause written notice of the
proposed transaction to be given to all Participants not less than fifteen (15)
days prior to the anticipated effective date of the proposed transaction,
provided, however, that if no provision is made for continuance of the Plan and
the continuance, assumption or substitution of outstanding Options or Rights to
Purchase, then concurrent with the effective date of the Change of Control all
Options, Rights of Purchase and Restricted Stock shall be accelerated and
concurrent with such date the holders of such Options and Rights to Purchase
shall have the right to exercise such Options and Rights of Purchase in respect
to any or all shares subject thereto.  The Administrator shall have the right,
with respect to any specific Option, Right of Purchase or Restricted Stock
granted under the Plan, to provide that such Options, Rights of Purchase or
Restricted Stock shall be accelerated in any event upon the effective date of
the Change of Control.


                                   ARTICLE 9.

                     AMENDMENT AND TERMINATION OF THE PLAN

     9.1  AMENDMENTS.  The Board may from time to time alter, amend, suspend or
terminate the Plan in such respects as the Board may deem advisable.  No such
alteration, amendment,

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suspension or termination shall be made which shall substantially affect or
impair the rights of any Participant under an outstanding Option Agreement or
Stock Purchase Agreement without such Participant's consent. The Board may alter
or amend the Plan to comply with requirements under the Code relating to
Incentive Options or other types of options which give Optionee more favorable
tax treatment than that applicable to Options granted under this Plan as of the
date of its adoption. Upon any such alteration or amendment, any outstanding
Option granted hereunder may, if the Administrator so determines and if
permitted by applicable law, be subject to the more favorable tax treatment
afforded to an Optionee pursuant to such terms and conditions.

     9.2  PLAN TERMINATION.  Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options or Rights to Purchase may be granted under the
Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights to
Purchase then outstanding shall continue in effect in accordance with their
respective terms.



                                  ARTICLE 10.
                                        

                                TAX WITHHOLDING

     10.1 WITHHOLDING.  The Company shall have the power to withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy any
applicable Federal, state, and local tax withholding requirements with respect
to any Options exercised or Restricted Stock issued under the Plan.  To the
extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Participant to satisfy his or her obligation
to pay any such tax, in whole or in part, up to an amount determined on the
basis of the highest marginal tax rate applicable to such Participant, by (a)
directing the Company to apply shares of Common Stock to which the Participant
is entitled as a result of the exercise of an Option or as a result of the
purchase of or lapse of restrictions on Restricted Stock or (b) delivering to
the Company shares of Common Stock owned by the Participant.  The shares of
Common Stock so applied or delivered in satisfaction of the Participant's tax
withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.


                                  ARTICLE 11.

                                 MISCELLANEOUS

     11.1 BENEFITS NOT ALIENABLE.  Other than as provided above, benefits under
the Plan may not be assigned or alienated, whether voluntarily or involuntarily.
Any unauthorized attempt at assignment, transfer, pledge or other disposition
shall be without effect.

     11.2 NO ENLARGEMENT OF EMPLOYEE RIGHTS.  This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and any Participant to be consideration for, or an
inducement to, or a condition of, the employment

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of any Participant. Nothing contained in the Plan shall be deemed to give the
right to any Participant to be retained as an employee of the Company or any
Affiliated Company or to interfere with the right of the Company or any
Affiliated Company to discharge any Participant at any time.

     11.3 APPLICATION OF FUNDS.  The proceeds received by the Company from the
sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.

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