INTERGRAPH COMPUTER SYSTEMS HOLDING, INC.
                   1998 STOCK OPTION PLAN

                     ARTICLE I: Purpose

     The purposes of the Intergraph Computer Systems Holding,
Inc. Stock Option Plan are (i) to align the interests of the 
Company's shareholders and recipients of Options under the 
Plan by increasing the proprietary interest of such recipients
in the Company's growth and success and (ii) to advance the
interests of the Company by attracting and retaining well-
qualified persons by providing such persons with performance-
related incentives.

                   ARTICLE II: Definitions

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

     "Affiliate" shall mean any corporation, partnership or
any other entity in which the Company owns, directly or
indirectly, at least a ten percent (10%) beneficial interest
or any individual, corporation, partnership or any other
entity which owns, directly or indirectly, at least a five
percent (5%) beneficial interest in the Company.

     "Board" shall mean the Board of Directors of the
Company or a Committee appointed by the Board of Directors
of the Company.

     "Cause" shall mean (i) dishonesty, (ii) theft, (iii)
fraud, (iv) embezzlement, (v) commission of a felony or a
crime involving moral turpitude, (vi) substantial dependence
or addiction to alcohol or any drug, (vii) conduct disloyal
to the Company or its affiliates, or (viii) willful
dereliction of duties or disregard of lawful instructions or
directions of the officers or directors of the Company or
its affiliates relating to a material matter.

     "Change in Control" shall mean (a) the acquisition of
the power to direct, or cause the direction of, the
management and policies of the Company by a person (not
previously possessing such power), acting alone or in
conjunction with others, whether through the ownership of
Common Stock, by contract or otherwise, or (b) the
acquisition, directly or indirectly, of the power to vote
more than 50% of the outstanding Common Stock by any person
or by two or more persons acting together.  For purposes of
this definition, (1) the term "person" means a natural
person, corporation, partnership, joint venture, trust,
government or instrumentality of a government, and (2)
customary agreements with or between underwriters and
selling group members with respect to a bona fide public
offering of Common Stock shall be disregarded.

     "Code" shall mean the Internal Revenue Code of 1986, as
amended, or any successor legislation.

     "Committee" shall mean the members of the Board, or a
committee appointed by the Board to administer this Plan,
such committee to at all times shall consist of two or more
members of the Board.  The Board may from time to time
remove members from, or add members to, the Committee.
Vacancies on the Committee shall be filled by the Board.
The Committee shall select one of its members as Chairman
and shall hold meetings at such times and places as it may
determine.

     "Common Stock" shall mean the common stock, $.10 par
value per share, of the Company.

     "Company" shall mean Intergraph Computer Systems
Holding, Inc., a Delaware corporation, and its wholly owned
subsidiaries.

     "Disability" shall mean the permanent and total
inability, by reason of physical or mental infirmity, or
both, of a Participant to perform the work customarily
assigned to him by the Company.  The determination of the
existence or nonexistence of Disability shall be made by the
Board pursuant to a medical examination by a medical doctor
selected or approved by the Board.

     "Eligible Person" shall mean any Person eligible to
participate in the Plan pursuant to Article III of the Plan.

     "Exchange Act" shall mean the Securities Exchange Act
of 1934.

     "Fair Market Value" shall mean the fair market value of
a share of Common Stock as determined in good faith by the
Board, using such methodology as it in its sole discretion
may deem appropriate, or, if at any time the Common Stock is
publicly traded on any exchange or any over-the-counter
market, the average of the bid and asked price on the date
of determination for a share of Common Stock as reported by
the Wall Street Journal, or, if the Wall Street Journal does
not report such closing price, such price as reported by a
newspaper or trade journal selected by the Board, shall be
the fair market value of a share of Common Stock.

     "ISO" shall mean an Option granted under this Plan to
purchase Common Stock which is intended by the Company to
satisfy the requirements of Code Section 422.

     "Non-ISO" shall mean an Option granted under this Plan
to purchase Common Stock which is not intended by the
Company to satisfy the requirements of Code Section 422.

     "Option" shall mean an ISO or a Non-ISO granted
pursuant to Article VII hereof.

     "Participant" shall mean any Person to whom an Option
has been granted pursuant to this plan.

     "Person" shall mean any individual, corporation,
general or limited partnership, limited liability company or
other entity.

     "Plan" shall mean this Intergraph Computer Systems
Holding, Inc. Stock Option Plan, as amended from time to
time.

     "Retirement" shall mean termination of employment under
the terms of the Company's then current retirement program.

     "Rule 16b-3" shall mean Rule 16b-3 promulgated under
Section 16(b) of the Exchange Act or any successor to such
rule.

     "Ten Percent Shareholder" shall mean any Person who,
immediately prior to the time an Option is granted to such
Person pursuant to the Plan, directly or indirectly owns
Common Stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the
Company.  For purposes of this Plan, an individual shall be
treated as owning any Common Stock which is owned by such
individual's brothers and sisters (whether by the whole or
half blood), spouse, ancestors and lineal descendants, and
stock owned directly or indirectly by or for a corporation,
partnership, trust or estate shall be considered as being
owned proportionately by or for its shareholders, partners,
or beneficiaries.  Stock available for purchase pursuant to
an Option, however, shall not be treated as owned for
purposes of this paragraph.

         ARTICLE III: Eligibility and Participation

     Employees of the Company who, in the judgment of the
Board, are responsible for or contribute to the management,
growth and/or profitability of the business of the Company
are eligible to be granted Options under the Plan.
Participants shall be selected from time to time by the
Board, in its sole discretion, from among those eligible,
and the Board shall determine, in its sole discretion, the
number of shares of Common Stock subject to an Option.

                ARTICLE IV: Shares Available

     Section 4.1  Number; Limitations.  The total number of
shares of Common Stock subject to issuance under the Plan
may not exceed 5,000,000, subject to adjustment as provided
by Section 4.3.  The shares to be delivered under the Plan
may consist, in whole or in part, of authorized but unissued
shares of Common Stock or treasury Common Stock not reserved
for any other purpose.

     Section 4.2  Unused Stock.  In the event any shares of
Common Stock are subject to an Option which, for any reason,
expires, terminates or, with the consent of the Participant,
is canceled as to such shares, such Common Stock may again
be made available for issuance under the Plan.

     Section 4.3  Adjustment Provisions.  In the event of
any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in
capitalization, or any distribution to holders of Common
Stock other than a cash dividend, the number and class of
shares available under the Plan, the number and class of
shares subject to each outstanding Option and the purchase
price per share, and the number and class of shares subject
to each other outstanding Option shall be appropriately
adjusted by the Committee, such adjustments to be made
without a change in the aggregate purchase price or
reference price set forth in the agreements or other
documents describing such Options.
                              
                  ARTICLE V: Effective Date

     The effective date of this Plan shall be the date it is
adopted by the Board, provided that the shareholders of the
Company shall approve this Plan in accordance with Rule 16b-
3 and, to the extent this Plan provides for the issuance of
ISOs, the shareholders of the Company shall approve those
portions of this Plan related to the granting of ISOs within
twelve (12) months after the date of adoption.  If any
Options are granted under the Plan before the date of such
shareholder approval, such Options automatically shall be
granted subject to such approval.

                 ARTICLE VI: Administration

     Section 6.1  Administration and Interpretation.  This
Plan shall be administered by the Board.  The Board acting
in its absolute discretion shall exercise such powers and
take such action as expressly called for under this Plan
and, further, the Board shall have the power to interpret
this Plan and (in the event that the Company becomes subject
to the reporting requirements of Section 16(b) of the
Exchange Act, subject to Rule 16b-3) to take such other
action in the administration and operation of this Plan as
the Board deems equitable under the circumstances, which
action shall be binding on the Company, on each affected
Participant, and on each other person directly or indirectly
affected by such action.

     Each member of the Committee and each member of the
Board shall be fully justified in relying or acting in good
faith upon any report made by the independent public
accountants of the Company and upon any other information
furnished in connection with the Plan by any person or
persons other than such member.  In no event shall any
person who is or has been a member of the Committee or of
the Board be liable for any determination made or other
action taken by him or any failure by him to act in reliance
upon any such report or information, if in good faith.

     Neither the Board nor any member thereof shall be
liable for any act, omission, interpretation, construction
or determination made in connection with the Plan in good
faith, and the members of the Board may be entitled to
indemnification and reimbursement by the Company in respect
of any claim, loss, damage or expense (including attorney's
fees) arising therefrom to the full extent permitted by law
and under any directors' and officers' liability insurance
that may be in effect from time to time, in all events as a
majority of the Board then in office may determine from time
to time, as evidenced by a written resolution thereof.  In
addition, no member of the Board and no employee of the
Company shall be liable for any act or failure to act, by
any other member or other employee, or by any agent, to whom
duties in connection with the administration of this Plan
have been delegated, or for any act or failure to act by
such member or employee, except in circumstances involving
such member's or employee's bad faith, gross negligence,
intentional fraud or violation of a statute.

     Section 6.2  Options.  The Board shall have full
authority, consistent with the terms of the Plan, to grant
Options, and other stock-based awards to Eligible Persons.
In particular, and without limitation, the Board shall have
the authority:

     (a)  to select the Participants to whom Options may
from time to time be granted hereunder;

     (b)  to determine the types of Options, and
combinations thereof, to be granted hereunder to Eligible
Persons;

     (c)  to determine the number of shares of Common Stock
to be covered by each Option granted hereunder;

     (d)  to determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Option
granted hereunder (including, but not limited to, any
restriction or limitation on exercise or transfer, any
vesting schedule or acceleration thereof, or any forfeiture
provisions or waiver thereof, regarding any Option and the
shares of Common Stock relating thereto, based on such
factors as the Board shall determine in its sole
discretion);

     (e)  to determine whether Common Stock and other
amounts payable with respect to an Option under the Plan
shall be deferred either automatically or at the election of
the Participant; and

     (f)  to modify or waive any restrictions or limitations
contained in, and grant extensions to or accelerate the
vesting of, any outstanding Options as long as such
modifications, waivers, extensions or accelerations are
consistent with the terms of this Plan; but no such changes
shall impair the rights of any Participant without his or
her consent.

     An Option shall be evidenced by written agreements
between the Company and the Participant to whom the Option
is granted and no such Option shall be valid until so
evidenced.



                 ARTICLE VII: Stock Options

     Section 7.1  Grants.  Options shall be either ISOs or
Non-ISOs.  The Board shall have the authority to grant to
any Eligible Person one or more ISOs or Non-ISOs.  With
respect to Options granted under this Plan, if the Fair
Market Value (determined at the date of grant) of Common
Stock with respect to which ISOs may become exercisable for
the first time in any calendar year by any Participant is
greater than $100,000, then any such Options in excess of
such amount, if any, shall constitute Non-ISOs and shall not
be ISOs.

     Section 7.2  Terms of Options.  Options granted under
this Plan shall be subject to the following terms and
conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with the
terms of this Plan, as the Board shall deem desirable:

     (a)  Exercise Price.  The exercise price per share of
Common Stock purchasable under an Option shall be determined
by the Committee at the time of grant, provided that no ISO
shall have an exercise price less than 100% of the Fair
Market Value of the Common Stock on the date such Option is
granted, and, provided further, that no ISO which is granted
to a Ten Percent Shareholder shall have an exercise price
that is less than 110% of the Fair Market Value of the
Common Stock on the date such ISO is granted.

     (b)  Option Term. The term of each Option shall be
fixed by the Board, but no Option shall be exercisable more
than ten (10) years after the date the Option is granted,
and no ISO which is granted to a Ten Percent Shareholder
shall be exercisable more than five (5) years after the date
the Option is granted.

     (c)  Vesting and Exercisability.  Except as provided in
Article VI and X hereof, all Options granted under this Plan
shall vest over a five (5) year period, with twenty-five
percent (25%) of the shares subject to each such Option
grant to become first exercisable on the second anniversary
of the date the Option is granted, and an additional twenty-
five percent (25%) of the shares subject to each such Option
to become exercisable on each anniversary date thereafter.

     (d)  Exercisability Upon Termination.  In the event of
the termination of a Participant's employment with the
Company, the rights under any then outstanding Option
granted pursuant to the Plan shall terminate upon the
earlier of the expiration date of the Option and (i) in the
event of death, Disability or Retirement, sixty (60) days
after such date of termination, or (ii), in the event of
termination for any reason other than death, Disability or
Retirement, sixty (60) days after such date of termination.

     (e)  Method of Exercise.  An Option may be exercised
(i) by giving written notice to the Company specifying the
number of whole shares of Common Stock to be purchased with
the purchase price therefor to be payable in full either (A)
in cash (B) in previously owned whole shares of Common Stock
(for which the holder of the Option has good title free and
clear of all liens and encumbrances) with their Fair Market
Value determined as of the date of exercise, (C) with
respect to Non-ISOs, by authorizing the Company to retain
whole shares of Common Stock which would otherwise be
issuable upon exercise of the Option with their Fair Market
Value determined as of the date of exercise, or (D) a
combination of (A), (B) and (C), in each case to the extent
determined by the Board at the time of grant of the Option,
and (ii) by executing such documents as the Company may
reasonably request.  No shares of Common Stock shall be
issued until the full purchase price has been paid.

     Section 7.3  Option Agreement.  As determined by the
Board on the date of grant, each Option shall be evidenced
by a written option agreement, substantially in the form
attached hereto as Exhibit A, that shall specify, among
other things, the type of Option granted, the Option price,
the duration of the Option, and the number of shares of
Common Stock to which the Option pertains.  The Option
Agreement shall set forth the schedule on which such Options
become exercisable.

       ARTICLE VIII: Buy-Sell Provisions; Restrictions
                 on Transfer of Common Stock

     Section 8.1 Buy-Sell Provisions.  In the event that a
Participant's employment with the Company is terminated, the
Company shall have the right and option to repurchase all of
the shares of Common Stock then held by the Participant
which were acquired pursuant to Options granted under this
Plan in accordance with the terms and conditions set forth
below.

(a)  Termination Due to Death, Disability, or Retirement.

     (i)  In the event the employment of a Participant is
terminated by reason of death, Disability or Retirement, the
Participant or his or her estate or legatee, as the case may
be, shall have the right and option, but not the obligation,
to demand that the Company repurchase all, but not less than
all, of the shares of Common Stock then held by the
Participant which were acquired pursuant to Options granted
under this Plan; provided, however, that in the event that
the Common Stock becomes publicly traded, any Common Stock
then held by such Participant shall not be subject to the
provisions of this Section 8.1. Such right and option shall
be exercisable for a period of sixty (60) days from the date
the Option expires as set forth in Section 7.2(d) hereof.

     (ii) The purchase price to be paid by the Company for
each of the shares of Common Stock subject to this Section
8.1 shall be the Fair Market Value of such shares of Common
Stock on the date of termination, or, in the case of Options
which are exercised following the date of termination the
date of exercise of the Option by the Participant or his or
her estate or legatee, as the case may be.

     (iii)The closing of the purchase by the Company,
if any, shall take place at the principal office of the
Company on a date designated by the Company.  The designated
date shall not be more than sixty (60) days after the date
on which the Participant or his or her estate or legatee, as
the case may be, exercises its option to sell the shares of
Common Stock owned by the Participant pursuant to Section
8.1(a)(i) above, unless the purchase price for the Common
Stock has not yet been determined, in which case the closing
shall occur not more than sixty (60) days following the
determination of such purchase price.  At closing, the
Participant or the Participant's legal representative shall
relinquish all further right, title, and interest in the
Common Stock owned by the Participant and shall surrender
and deliver to the Company all of the certificates
representing the Common Stock owned by the Participant, with
appropriate endorsement thereon or duly executed stock
powers.  All Common Stock sold to the Company shall be free
from liens, options, or encumbrances of any kind.

     (iv) The full amount of the purchase price shall be
paid, by Company check, at the closing.

(b)  Termination Other Than for Death, Disability, or
Retirement.

     (i)  If the employment of the Participant shall
terminate for any reason other than death, Disability, or
Retirement, the Company shall have the right and option to
repurchase all, but not less than all, of the shares of
Common Stock then held by the Participant that were acquired
pursuant to Options granted under this Plan; provided,
however, that in the event that the Common Stock becomes
publicly traded, any Common Stock then held by such
Participant shall not be subject to the provisions of this
Section 8.1. Such right and option shall be exercisable for
a period of one hundred and eighty (180) days following the
date of termination, except, in the case of shares subject
to the exercise of Options, such one hundred and eighty
(180) day period shall commence after the expiration of the
Option as set forth in Section 7.2(d) hereof.

     (ii) In the event of Participant's voluntary
termination or in the event Participant's employment is
terminated by the Company for Cause, the purchase price to
be paid by the Company for each of the shares of Common
Stock of the Participant subject to this Section 8.1 shall
be the purchase price actually paid by such Participant for
such shares of Common Stock.  In the event Participant's
employment is terminated by the Company without Cause, the
purchase price to be paid by the Company for each of the
shares of Common Stock of the Participant subject to this
Section 8.1 shall be the Fair Market Value of such shares of
Common Stock on the date of termination.

     (iii)The closing of the purchase by the Company,
if any, shall take place at the principal office of the
Company on a date designated by the Company.  The designated
date shall not be more than thirty (30) days after the date
on which the Company exercises its option described in
Section 8.1(b)(ii) above, unless the purchase price for the
Common Stock has not yet been determined, in which case the
closing shall occur not more than thirty (30) days following
the determination of such purchase price.  At closing, the
Participant or the Participant's legal representative shall
relinquish all further right, title and interest in and to
the Common Stock and shall surrender and deliver to the
Company all of his certificates representing Common Stock,
with appropriate endorsement thereon or daily executed stock
powers. All Common Stock sold to the Company shall be free
from liens, options, or encumbrances of any kind.

     (iv) Payment of the purchase price shall be made by
check in the amount of twenty-five percent (25%) of the
purchase price, and a promissory note of the Company in the
amount of the remainder of the purchase price. Such note
shall be payable in four (4) equal annual installments of
principal, commencing on the first anniversary of the event
causing the repurchase, and such note shall bear interest
payable annually at a fixed rate equal to seventy-five
percent (75%) of the prime lending rate as reported in the
Money Rates section of The Wall Street Journal on the date
of closing.  Such note shall give the Company the right, at
any time and from time to time, to prepay any or all of the
outstanding balance, without penalty.

(c)  Buyout and Settlement Provisions.  In addition to
the provisions discussed above, the Board may at any time
offer to buy out an Option previously granted, based on such
terms and conditions as the Board shall establish and
communicate to the Participant at the time such offer is
made.

     Section 8.2  Restrictions on Transfer.  In addition to
the provisions set forth in Section 8.1 above, the Board
shall impose such restrictions on any shares of Common Stock
acquired pursuant to Options under the Plan as it may deem
advisable, including, without limitation, the right of first
refusal described below, restrictions under applicable
federal securities law, restrictions imposed by any stock
exchange upon which such shares of Common Stock are then
listed, and restrictions under any blue sky or state
securities laws applicable to such shares.

     For so long as the Common Stock is not publicly traded
on any exchange or any over-the-counter market, if at any
time during a Participant's lifetime, following the
acquisition of Common Stock pursuant to an Option granted
under this Plan, the Participant shall desire to sell all or
any part of the shares acquired by Participant pursuant to
such Option, the Participant may sell the same only after
offering it to the Company in the following manner:

     (a)  The Participant shall serve notice upon the
Company stating that the Participant has received a bona
fide offer for the sale of shares of the Common Stock and
setting forth the following information: (i) the number of
shares of the Participant's Common Stock proposed to be
sold; (ii) the name and address of the person offering to
purchase such Common Stock; and (iii) the sale price and
terms of payment of such sale.  Such notice shall also
contain an offer by the Participant to sell such shares of
the Common Stock to the Company at the price offered by such
bona fide offeror.

     (b)  For a period of thirty (30) days after receipt of
such notice, the Company shall have the right and option to
purchase all or a portion of the shares of Common Stock so
offered.  If the Company fails to exercise such option with
respect to all or a portion of such shares of Common Stock,
subject to applicable legal restrictions (including
restrictions affecting the resale of such shares), the
Participant shall be free to sell such remaining shares of
Common Stock to the person named in the aforesaid notice at
a price and upon the terms and conditions set forth in such
notice; provided, however, that such disposition shall be
made within thirty (30) days following the termination of
the option of the Company to purchase such shares of Common
Stock.

            ARTICLE IX: Termination or Amendment

     This Plan may be amended by the Board from time to time
to the extent that the Board deems necessary or appropriate;
provided, however, that no amendment shall be made which
would impair the rights of a Participant with respect to
Options theretofore granted or which would impair the value
of such Options, without such Participant's consent; and,
provided further, that (a) no such amendment shall be made
absent the approval of the shareholders of the Company as
required under Section 422 of the Code, as may be amended
from time to time, (1) to increase the number of shares of
Common Stock reserved under Section 4.1, or (2) to change
the class of employees eligible for Options under Article
III hereof, (b) at such time as the Company becomes subject
to the reporting requirements of the Exchange Act, if and to
the extent of any restriction relating thereto in Rule 16b-3
or any other provision of the Exchange Act, the Board shall
not amend this Plan absent the approval of the shareholders
of the Company (1) to increase materially the benefits
accruing to a Participant under the Plan, (2) to increase
materially the number of securities which may be issued
under the Plan, or (3) otherwise modify materially the
requirements as to eligibility for participation in the
Plan, and (c) no provision of this Plan shall be amended
more than once every six months if amending such provision
would result in the loss of an exemption under Rule 16b-3.
Any amendment which specifically applies to Non-ISOs shall
not require shareholder approval unless such approval is
necessary to comply with Section 16 of the Exchange Act.
The Board also may suspend the granting of Options under
this Plan at any time and may terminate this Plan at any
time; provided, however, the Board shall not have the right
unilaterally to modify, amend or cancel any Option granted
before such suspension or termination unless (1) the
Participant consents in writing to such modification,
amendment or cancellation or (2) there is a dissolution or
liquidation of the Company or a transaction described in
Section 4.3 or Article X of this Plan.

       ARTICLE X: Sale or Merger or Change in Control

     Section 10.1  Sale or Merger.  If the Company agrees to
sell all or substantially all of its assets for cash or
property or for a combination of cash and property or agrees
to any merger, consolidation, reorganization, division or
other corporate transaction in which Common Stock is
converted into another security or into the right to receive
securities or property and such agreement does not provide
for the assumption or substitution of Options, each Option
may, at the direction and discretion of the Board, be (a)
canceled unilaterally by the Company (subject to such
conditions, if any, as the Board deems appropriate under the
circumstances) in exchange for whole shares of Common Stock
(and cash in lieu of a fractional share), the number of
which, if any, shall be determined by the Board on a date
set by the Board for this purpose based upon the value of
such Options as determined in good faith by the Board using
such methodology as it in its sole discretion may deem
appropriate, or (b) canceled unilaterally by the Company if
the Option Price equals or exceeds the Fair market Value of
a share of Common Stock on such date.

     Section 10.2  Change in Control. If there is a Change
in Control of the Company or a tender or exchange offer is
made for Common Stock other than by the Company, the Board
thereafter shall have the right to take such action with
respect to any outstanding Options as the Board deems
appropriate under the circumstances to protect the interest
of the Company in maintaining the integrity of such Options
under this Plan, including following the procedures set
forth in Section 10.1 for a sale or merger of the Company.
The Board shall have the right to take different action
under this Section 10.2 with respect to different
Participants or different groups of Participants, as the
Board deems appropriate under the circumstances.  In no
event, however, shall the Board take any action under this
Section 10.2 which would impair the value of such Options,
without the affected Participant's consent.

              ARTICLE XI: Duration of the Plan

     No Option shall be granted under this Plan on or after
the earlier of:

     (a)  the tenth anniversary of the effective date of
this Plan (as determined under Article V of this Plan), in
which event this Plan thereafter shall continue in effect
until all outstanding Options have been exercised in full
and/or became fully vested or no longer are exercisable; or

     (b)  the date on which all of the Common Stock reserved
under Section 4.1 of this Plan has (as a result of the
exercise and/or vesting of Options granted under this Plan)
been issued or no longer is available for use under this
Plan, in which event this Plan also shall terminate on such
date.

               ARTICLE XII: General Provisions

     Section 12.1  Unfunded Status of Plan.  This Plan is
intended to be unfunded.  With respect to any payments as to
which a Participant has a fixed and vested interest but
which are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any
rights that are greater than those of a general creditor of
the Company.

     Section 12.2  No Right to Employment.  Neither this
Plan nor the grant of any Option hereunder shall give any
employee of the Company any right with respect to
continuance of employment by the Company, nor shall this
Plan or the grant of an Option hereunder be a limitation in
any way on the right of the Company by which an employee is
employed to terminate his or her employment at any time.

     Section 12.3  Use of Proceeds.  The proceeds received
by the Company from the sale of Common Stock pursuant to the
exercise of Options under the Plan shall be added to the
Company's general funds and used for general corporate
purposes.

     Section 12.4  Other Plans.  In no event shall the value
of, or income arising from, any Options under this Plan be
treated as compensation for purposes of any pension, profit
sharing, life insurance, disability or any other retirement
or welfare benefit plan now maintained or hereafter adopted
by the Company, unless such plan specifically provides to
the contrary.

     Section 12.5  Section 16.  It is intended that the Plan
and any Options granted to a person subject to Section 16 of
the Exchange Act meet all of the requirements of Rule 16b-3.
If any provision of the Plan or any Option grant would
disqualify the Plan or such Option, or would otherwise not
comply with Rule 16b-3, such provision or Option shall be
construed or deemed amended to conform to Rule 16b-3.

     Section 12.6  No Restriction on Right of Company to
Effect Corporate Changes.  Nothing in the Plan shall affect
the right or power of the Company or its shareholders to
make or authorize any adjustments, recapitalizations,
reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of
the Company, or any issue of stock or of options, warrants
or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof
or which are convertible into or exchangeable for Common
Stock, or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether
of a similar character or otherwise.

     Section 12.7  Withholding of Taxes.  As a condition to
the grant of an Option, the vesting of any Option or the
lapse of any restrictions pertaining thereto, the Company
may, in the discretion of the Board, require the Participant
to pay such sum to the Company as may be necessary to
discharge the Company's obligations with respect to any
taxes, assessments or other governmental charges imposed on
property or income received by a Participant pursuant to the
Plan.  In the discretion of the Board, such payment may be
in the form of cash or other property.  In the discretion of
the Board, the Company may (i) make available for delivery a
lesser number of shares, in satisfaction of such taxes,
assessments or other governmental charges, or (ii) deduct or
withhold from any payment or distribution to a Participant
whether or not pursuant to the Plan; provided, however, that
notwithstanding any of the above, the Participant ultimately
shall be responsible for the payment of taxes with respect
to Options granted under this Plan.

     Section 12.8  Shareholder Rights.  A Participant shall
have no rights as a shareholder with respect to any shares
issued or issuable with respect to an Option until a
certificate or certificates evidencing such shares shall
have been issued to or for the benefit of such Participant,
and no adjustment shall be made for dividends or
distributions or other rights in respect of any share for
which the record date is prior to the date upon which the
Participant shall become the holder of record thereof.

     Section 12.9  No Assignment of Benefits.  No Option or
other benefit payable under this Plan shall, except as
otherwise specifically provided by this Plan or by law, be
transferable in any manner other than by will or the laws of
descent and distribution, and any attempt to transfer any
such benefit shall be void.  Options may only be exercised
or settled during the Participant's lifetime by the
Participant or his or her guardian, conservator or other
legal representative.  Options or other benefits payable
under this Plan shall not in any manner be subject to the
debts, contracts, liabilities, engagements or torts of any
person who shall be entitled to such benefit, nor shall it
be subject to attachment or legal process for or against
such person.

     Section 12.10  Governing Law.  This Plan and actions
taken in connection herewith shall be governed and construed
in accordance with the laws of the State of Delaware
(without regard to applicable Delaware principles of
conflict of laws).

     Section 12.11  Construction.  Wherever any words are
used in this Plan in the masculine gender, they shall be
construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever
any words are used herein in the singular form, they shall
be construed as though they were also used in the plural
form in all cases where they would so apply.

     Section 12.12  Exceptions.  Exception to the
aforementioned rules and condition may only be granted by
vote of the Board of Director.