Exhibit 10.17

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.

                        2005 STOCK OPTION AND AWARD PLAN

     1.  Purpose.   International   Thoroughbred   Breeders,   Inc.  a  Delaware
corporation  (the  "Company"),  hereby  adopts  the  International  Thoroughbred
Breeders,  Inc.  2005  Stock  Option and Award  Plan (the  "Plan").  The Plan is
intended  to  recognize  the  contributions  made to the  Company  by  employees
(including  employees who are members of the Board of Directors),  non- employee
directors of the Company and certain  consultants and advisors of the Company or
any  Affiliate,  to provide  such persons  with  additional  incentive to devote
themselves to the future success of the Company or an Affiliate,  and to improve
the ability of the Company or an  Affiliate  to attract,  retain,  and  motivate
persons upon whom the Company's  sustained growth and financial  success depend,
by  providing  such  persons with an  opportunity  to acquire or increase  their
proprietary  interest  in the Company  through  receipt of rights to acquire the
Company's  Common  Stock,  with or without par value (the "Common  Stock"),  and
through the transfer or issuance of Common Stock.

     2.  Definitions.  Unless  the  context  clearly  indicates  otherwise,  the
following terms shall have the following meanings:

               "Act" shall mean the Securities Act of 1933.

               "Affiliate"   shall  mean  a   corporation   which  is  a  parent
corporation or a subsidiary  corporation  with respect to the Company within the
meaning of Section 424(e) or (f) of the Code.

               "Award"  shall mean a transfer of Common  Stock made  pursuant to
the terms of the Plan.

               "Award  Agreement"  shall mean the agreement  between the Company
and a Grantee with respect to an Award made pursuant to the Plan.

               "Board of Directors" or "Board" shall mean the Board of Directors
of the Company.

               "Change  of  Control"  shall  have the  meaning  as set  forth in
Section 9 of the Plan.

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

               "Committee"  shall have the meaning set forth in Section 3 of the
Plan.

               "Common  Stock"  shall have the meaning set forth in Section 1 of
the Plan.

               "Company" shall mean International  Thoroughbred Breeders, Inc, a
Delaware corporation.


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               "Disability" shall have the meaning set forth in Section 22(e)(3)
of the Code.

               "Employee" shall mean an employee of the Company or an Affiliate.

               "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

               "Fair  Market   Value"  shall  have  the  meaning  set  forth  in
Subsection 8(b) of the Plan.

               "Grantee"  shall mean a person to whom an Award has been  granted
pursuant to the Plan.

               "ISO"  shall  mean an  Option  granted  under  the Plan  which is
intended to qualify as an "incentive stock option" within the meaning of Section
422(b) of the Code.

               "Non-Employee  Director"  shall  mean a  member  of the  Board of
Directors of the Company who is both a "non-employee"  of the Company within the
meaning of Rule 16b- 3 and an "outside  director"  within the meaning of Section
162(m) of the Code.

               "Non-qualified  Stock Option" shall mean an Option  granted under
the Plan which is not intended to qualify,  or otherwise does not qualify, as an
"incentive stock option" within the meaning of Section 422(b) of the Code.

               "Option" shall mean either an ISO or a Non-qualified Stock Option
granted under the Plan.

               "Optionee" shall mean a person to whom an Option has been granted
under the Plan,  which  Option  has not been  exercised  and has not  expired or
terminated.

               "Option Document" shall mean the document  described in Section 8
of the Plan, as  applicable,  which sets forth the terms and  conditions of each
grant of Options under the Plan.

               "Option  Price"  shall  mean the  price at  which  Shares  may be
purchased upon exercise of an Option, as calculated  pursuant to Subsection 8(b)
of the Plan.

               "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange
Act.

               "Section 16 Person"  shall mean any person who is an "officer" or
"director"  within the meaning of Rule 16a-1(f)  promulgated  under the Exchange
Act or any successor rule.

               "Shares"  shall  mean the shares of Common  Stock of the  Company
which are the subject of Options or granted as Awards under the Plan.

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     3.  Administration  of the Plan.  The Board of Directors may administer the
Plan itself or may designate a committee or  committees  composed of two or more
of  members  of the  Board  of  Directors.  At the  discretion  of the  Board of
Directors,  a separate  committee  may be  designated  consisting of two or more
Non-Employee  Directors to operate and  administer the Plan with respect to only
Section 16 Persons or such other persons as deemed  appropriate  by the Board of
Directors,  while appointing  another committee or itself to administer the Plan
with respect to all other persons  eligible to participate in the Plan. Any such
committee or committees  designated by the Board of Directors,  and the Board of
Directors  itself in its  administrative  capacity  with respect to the Plan, is
referred to as the "Committee."

               (a) Meetings. The Committee shall hold meetings at such times and
places as it may determine, shall keep minutes of its meetings, and shall adopt,
amend and  revoke  such rules or  procedures  as it may deem  proper;  provided,
however,  that it may take action only upon the  agreement  of a majority of the
whole  Committee.  Any action which the  Committee  shall take through a written
instrument  signed by a majority of its members  shall be as effective as though
it had been taken at a meeting duly called and held.

               (b)  Indemnification.  Service on the Committee shall  constitute
service as a member of the Board of Directors of the Company. Each member of the
Committee  shall  be  entitled,  without  further  act on his  or her  part,  to
indemnity  from the Company and  limitation  of liability to the fullest  extent
provided by applicable  law and by the Company's  Certificate  of  Incorporation
and/or  By-laws  in  connection  with  or  arising  out of any  action,  suit or
proceeding  with  respect to the  administration  of the Plan or the granting of
Options  thereunder  in which he or she may be  involved by reason of his or her
being  or  having  been a  member  of the  Committee,  whether  or not he or she
continues to be such member of the Committee at the time of the action,  suit or
proceeding.

               (c)  Interpretation.  The  Committee  shall  have the  power  and
authority  to  interpret  the Plan and to adopt  rules and  regulations  for its
administration that are not inconsistent with the express terms of the Plan. Any
such actions by the  Committee  shall be final,  binding and  conclusive  on all
parties in interest.

     4. Grants and Awards under the Plan.  Under the Plan, the Committee may, in
its  discretion,  grant Options in the form of  Non-qualified  Stock Options and
ISOs, Awards of Common Stock or a combination thereof.

     5.  Eligibility.  All  Employees,  members  of the Board of  Directors  and
consultants and advisors to the Company shall be eligible to receive Options and
Awards hereunder. Consultants and advisors shall be eligible only if they render
bona fide services to the Company  unrelated to the offer or sale of securities;
provided,  however,  that the  limitation  contained in this sentence  shall not
apply  to the  extent  that  the  inapplicability  of such  limitation  will not
disqualify the Common Stock from being eligible for registration on Form S-8 (or
any successor form) under the Act. The Committee, in its sole discretion,  shall
determine whether an individual qualifies as an Employee.

     6. Shares Subject to Plan. The aggregate maximum number of Shares for which
Awards  or  Options  may  be  granted  pursuant  to  the  Plan  is  ____________
(___________). The number of

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Shares which may be issued under the Plan shall be further subject to adjustment
in accordance  with Section 10. The Shares shall be issued from  authorized  and
unissued  Common  Stock or Common  Stock held in or  hereafter  acquired for the
treasury of the Company.  If an Option terminates or expires without having been
fully  exercised  for any  reason or if  Shares  subject  to an Award  have been
conveyed back to the Company  pursuant to the terms of an Award  Agreement,  the
Shares for which the Option was not  exercised or the Shares that were  conveyed
back to the Company  may again be the  subject of one or more  Options or Awards
granted pursuant to the Plan.

     7. Term of the Plan. This Plan shall become  effective upon its adoption by
the Board, and Options and Awards may be issued upon such adoption and from time
to time thereafter;  provided,  however, that the Plan shall be submitted to the
holders of the Company's  Common Stock for their approval by written  consent of
holders of at least a majority of the  outstanding  shares of Common Stock or at
the next annual meeting of  shareholders,  or prior thereto at a special meeting
of shareholders  expressly called for such purpose;  and provided further,  that
the approval of the Company's  Common  Stockholders  shall be obtained within 12
months of the date of adoption of the Plan.  If the Plan is not  approved by the
requisite  written  consent  of  shareholders  or by  vote  of the  shareholders
entitled  to vote at a duly  called  shareholders'  meeting  at  which a  quorum
representing  a majority  of all voting  stock is present in person or by proxy,
then  this Plan and all  Options  and  Awards  then  outstanding  under it shall
forthwith automatically terminate and be of no force or effect.

     8. Option Documents and Terms.  Each Option granted under the Plan shall be
a Non-qualified Stock Option unless the Option shall be specifically  designated
at the time of grant to be an ISO for Federal income tax purposes. If any Option
designated  an ISO is  determined  for any reason not to qualify as an incentive
stock option within the meaning of Section 422 of the Code, such Option shall be
treated as a Non-qualified Stock Option for all purposes under the provisions of
the Plan.  Options granted pursuant to the Plan shall be evidenced by the Option
Documents in such form as the Committee  shall from time to time approve,  which
Option  Documents  shall comply with and be subject to the  following  terms and
conditions and such other terms and conditions as the Committee  shall from time
to time require which are not inconsistent with the terms of the Plan.

               (a) Number of Option Shares. Each Option Document shall state the
number of Shares to which it  pertains.  An Optionee  may receive  more than one
Option,  which may include  Options  which are  intended to be ISO's and Options
which are not intended to be ISO's,  on the terms and subject to the  conditions
and restrictions of the Plan.

               (b) Option  Price.  Each Option  Document  shall state the Option
Price which,  for a Non-qualified  Stock Option,  may be less than, equal to, or
greater  than the Fair  Market  Value of the  Shares  on the date the  Option is
granted and, for an ISO,  shall be at least 100% of the Fair Market Value of the
Shares on the date the Option is  granted  as  determined  by the  Committee  in
accordance  with this  Subsection  8(b);  provided,  however,  that if an ISO is
granted to an Optionee who then owns,  directly or by attribution  under Section
424(d)  of the  Code,  shares  possessing  more  than ten  percent  of the total
combined  voting  power of all classes of stock of the Company or an  Affiliate,
then the Option  Price  shall be at least 110% of the Fair  Market  Value of the
Shares on the date the Option is granted. If the Common Stock is traded in

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a public  market,  then the Fair Market  Value per share shall be, if the Common
Stock is listed on a national  securities  exchange  or  included  in the NASDAQ
System,  the last  reported  sale price  thereof  for the  "Valuation  Date" (as
hereinafter defined),  or, if the Common Stock is not so listed or included, the
mean between the last reported "bid" and "asked" prices thereof on the Valuation
Date, as reported on NASDAQ or, if not so reported,  as reported by the National
Daily Quotation Bureau,  Inc. or as reported in a customary  financial reporting
service, as applicable and as the Committee  determines.  If the Common Stock is
not traded in a public  market,  Fair Market Value shall be  determined  in good
faith by the Committee.  For purposes of the  determination of Fair Market Value
under this Section 8(b), the Valuation Date shall be the  immediately  preceding
business day unless the  transaction  with respect to which Fair Market Value is
being  determined  occurs  following  the  closing of the  exchange,  the NASDAQ
System, NASDAQ or the financial reporting service, as applicable,  in which case
the Valuation Date shall be the date on which the transaction occurs.

               (c)  Exercise.  No Option shall be deemed to have been  exercised
prior to the  receipt  by the  Company of written  notice of such  exercise  and
(unless  arrangements  satisfactory  to the  Company  have been made for payment
through a broker in accordance with procedures  permitted by Regulation P of the
Federal  Reserve Board) of payment in full of the Option Price for the Shares to
be  purchased.  Each  such  notice  shall  specify  the  number  of Shares to be
purchased   and  shall  (unless  the  Shares  are  covered  by  a  then  current
registration  statement  or a  Notification  under  Regulation A under the Act),
contain the Optionee's  acknowledgment in form and substance satisfactory to the
Company  that (a) such Shares are being  purchased  for  investment  and not for
distribution  or resale  (other  than a  distribution  or resale  which,  in the
opinion of counsel  satisfactory to the Company,  may be made without  violating
the  registration  provisions of the Act), (b) the Optionee has been advised and
understands  that (i) the Shares have not been registered  under the Act and are
"restricted  securities"  within  the  meaning of Rule 144 under the Act and are
subject to  restrictions on transfer and (ii) the Company is under no obligation
to  register  the Shares  under the Act or to take any action  which  would make
available to the Optionee any exemption from such registration,  (c) such Shares
may not be transferred  without compliance with all applicable federal and state
securities  laws,  and (d) an  appropriate  legend  referring  to the  foregoing
restrictions  on transfer and any other  restrictions  imposed  under the Option
Documents may be endorsed on the certificates. Notwithstanding the foregoing, if
the Company  determines  that issuance of Shares  should be delayed  pending (A)
registration  under  federal or state  securities  laws,  (B) the  receipt of an
opinion of counsel  satisfactory  to the Company that an  appropriate  exemption
from such registration is available,  (C) the listing or inclusion of the Shares
on any securities  exchange or an automated  quotation system or (D) the consent
or approval of any  governmental  regulatory  body whose  consent or approval is
necessary in connection with the issuance of such Shares,  the Company may defer
exercise of any Option granted  hereunder  until any of the events  described in
this sentence has occurred.

               (d) Medium of  Payment.  Subject  to the terms of the  applicable
Option Document, an Optionee shall pay for Shares (i) in cash, (ii) by certified
or cashier's  check payable to the order of the Company,  or (iii) by such other
mode of payment as the Committee may approve, including payment through a broker
in accordance with  procedures  permitted by Regulation T of the Federal Reserve
Board.  Furthermore,  payment  may be made in whole or in part in  shares of the
Company's Common Stock held by the Optionee. If payment is made in

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whole or in part in shares of the  Company's  Common  Stock,  then the  Optionee
shall  deliver  to the  Company  certificates  registered  in the  name  of such
Optionee  representing  the shares  owned by such  Optionee,  free of all liens,
claims and  encumbrances of every kind and having an aggregate Fair Market Value
on the date of  delivery  that is at least as great as the  Option  Price of the
Shares (or relevant  portion thereof) with respect to which such Option is to be
exercised  by the  payment  in  shares  of Common  Stock,  endorsed  in blank or
accompanied by stock powers duly endorsed in blank by the Optionee. In the event
that  certificates  for shares of the  Company's  Common Stock  delivered to the
Company  represent a number of shares in excess of the number of shares required
to make payment for the Option Price of the Shares (or relevant portion thereof)
with  respect to which such  Option is to be  exercised  by payment in shares of
Common Stock, the stock certificate or certificates issued to the Optionee shall
represent  (i) the  Shares in respect  of which  payment is made,  and (ii) such
excess number of shares. Notwithstanding the foregoing, the Committee may impose
from time to time such  limitations and prohibitions on the use of shares of the
Common Stock to exercise an Option as it deems appropriate.

               (e) Duration of Options.

                i. Each Option and all rights  thereunder  shall  expire and the
        Option shall no longer be  exercisable on a date not later than ten (10)
        years  from the date on which the  Option  was  granted.  Options  shall
        expire and cease to be exercisable on such earlier date as the Committee
        may determine at the time of grant, and Options also shall be subject to
        termination  before their  expiration date as provided in the Plan or in
        the applicable Option Document.

                ii. In the case of an ISO, if the  Optionee on the date of grant
        owns,  directly  or by  attribution  under  Section  424(d) of the Code,
        shares  possessing  more than ten  percent  (10%) of the total  combined
        voting  power of all classes of stock of the Company or of an  Affiliate
        then the Option Document  applicable thereto shall specify an expiration
        date that is (or is not later than) the fifth anniversary of the date of
        grant.

                iii. The Board of Directors  may set an  accelerated  expiration
        date in the event of the liquidation or dissolution of the Company.

               (f) Effect of Termination of Employment.

                i. In the  event of  termination  of an  Optionee  or  Grantee's
        employment  or service  with the Company and  Affiliates  or status as a
        director by reason of such  Optionee or Grantee's  death or  disability,
        any outstanding  Option or Award held by such Optionee or Grantee shall,
        notwithstanding the extent to which such Option or Award was exercisable
        prior to termination of employment, immediately become exercisable as to
        the  total  number  of Shares  purchasable  thereunder.  In the event of
        termination  of an Optionee or Grantee's  employment or service with the
        Company  and  Affiliates  or  status  as a  director  by  reason of such
        Optionee  or  Grantee's  retirement  with the consent of the Board or in
        accordance  with  an  applicable   tax-qualified  retirement  plan,  any
        outstanding

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        Option or Award held by such  Optionee or Grantee  shall be  exercisable
        only to the  extent  to  which  such  Option  or Award  was  exercisable
        immediately  prior to  retirement.  Any  such  Option  or Award  that is
        exercisable under this Subsection 8(f)(i) shall remain so exercisable at
        any time  prior  to its  expiration  date  or,  if  earlier,  the  first
        anniversary of  termination  of the Optionee or Grantee's  employment or
        service with the Company and Affiliates or status as a director.

                ii. In the event of  termination  of an  Optionee's or Grantee's
        employment  or service  with the Company or status as a director for any
        reason other than death,  disability,  or retirement with the consent of
        the Board or in accordance with an applicable  tax-qualified  retirement
        plan, any  outstanding  Option or Award held by such Optionee or Grantee
        shall be  exercisable  only to the  extent  such  Option  or  Award  was
        exercisable  immediately  before such  termination  and shall  remain so
        exercisable for a period ending on the earlier of the expiration date of
        the Option or Award and a date ninety (90) days after the termination of
        employment or service with the Company or status as director. Whether an
        authorized leave of absence or absence in military or government service
        shall  constitute  termination of employment or service with the Company
        or status as a director  shall be determined  by the Board.  Transfer of
        employment between the Company and an Affiliate or between one Affiliate
        and another shall not constitute termination of employment.

                iii.  Notwithstanding  anything to the contrary contained in the
        Plan or an Option  Document,  an ISO shall be treated as a Non-qualified
        Stock  Option to the extent such ISO is  exercised at any time after the
        expiration of the time period  permitted under the Code for the exercise
        of an ISO.

               (g) Transfers.  No ISO granted under the Plan may be transferred,
except by will or by the laws of descent and  distribution  except as  otherwise
set forth in the Option  Document or to the extent that the Committee  otherwise
determines.  An Optionee  may transfer  any  Non-qualified  Stock Option to such
Optionee's  family members,  entities for the benefit of such family members and
such other persons as the Committee  may  determine;  provided that the Optionee
receives no  consideration  for the transfer and the  transferred  Non-qualified
Stock Option shall  continue to be subject to the same terms and  conditions  as
were  applicable  to the  Non-qualified  Stock  Option  immediately  before  the
transfer. Except as otherwise set forth above, Options are not transferable.

               (h)  Limitation  on ISO Grants.  To the extent that the aggregate
fair market value of the shares of Common Stock  (determined at the time the ISO
is granted) with respect to which ISO's under all  incentive  stock option plans
of the  Company  or its  Affiliates  are  exercisable  for the first time by the
Optionee  during any calendar year exceeds $ 100,000,  such ISO's shall,  to the
extent of such excess, be treated as Non-qualified Stock Options.


               (i) Other Provisions.  Subject to the provisions of the Plan, the
Option  Documents  shall  contain  such  other  provisions  including,   without
limitation,   provisions   authorizing   the   Committee   to   accelerate   the
exercisability  of all or any portion of an Option

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granted pursuant to the Plan,  additional  restrictions upon the exercise of the
Option or additional  limitations upon the term of the Option,  as the Committee
shall deem advisable.

               (j)  Amendment.  Subject  to  the  provisions  of the  Plan,  the
Committee  shall have the right to amend any Option  Document or Award Agreement
issued to an  Optionee  or Award  holder,  subject  to the  Optionee's  or Award
holder's  consent if such  amendment  is not  favorable to the Optionee or Award
holder,  or  if  such  amendment  has  the  effect  of  changing  an  ISO  to  a
Non-Qualified  Stock  Option,  except that the consent of the  Optionee or Award
holder  shall not be required  for any  amendment  made  pursuant to  Subsection
8(e)(iii) or Section 9 of the Plan, as applicable.

     9. Change of Control.

               (a)  Definition.  A "Change of  Control"  shall be deemed to have
occurred upon the earliest to occur of the following events:

                i. any "person" as such term is used in Sections 13(d) and 14(d)
        of the  Exchange  Act other  than the  Company,  any  subsidiary  of the
        Company,  any "person" (as hereinabove  defined) acting on behalf of the
        Company  as  underwriter  pursuant  to an  offering  who is  temporarily
        holding  securities in  connection  with such  offering,  any trustee or
        other fiduciary holding securities under an employee benefit plan of the
        Company,  or any "person" (as hereinabove  defined) who, on the date the
        Plan is effective, shall have been the "beneficial owner" (as defined in
        Rule 13d-3 under the Exchange Act) of or have voting control over shares
        of capital stock of the Company possessing more than twenty-five percent
        (25%) of the combined  voting power of the  Company's  then  outstanding
        securities  is  or  becomes  the  "beneficial   owner"  (as  hereinabove
        defined),   directly  or  indirectly,   of  securities  of  the  Company
        representing fifty percent (50%) or more of the combined voting power of
        the Company's then outstanding securities;

                ii.  during  any period of not more than two  consecutive  years
        (not  including  any  period  prior to the date the Plan is  effective),
        individuals who at the beginning of such period  constitute the Board of
        Directors,  and any new director (other than a director  designated by a
        "person" (as hereinabove defined) who has entered into an agreement with
        the Company to effect a  transaction  described in clause (i),  (iii) or
        (iv) of this  Section 9) whose  election  by the Board of  Directors  or
        nomination for election by the Company's  stockholders was approved by a
        vote of at least  two-thirds of the  directors  then still in office who
        either were  directors at the beginning of the period or whose  election
        or nomination  for election was  previously  so approved,  cease for any
        reason to constitute at least a majority thereof;

                iii.  the  stockholders  of the  Company  approve  a  merger  or
        consolidation  of the Company with any other  corporation or other legal
        entity,  other than (1) a merger or consolidation  which would result in
        the voting  securities  of the  Company  outstanding  immediately  prior
        thereto  continuing to

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        represent  (either by remaining  outstanding or by being  converted into
        voting securities of the surviving entity) more than fifty percent (50%)
        of the combined voting power of the voting  securities of the Company or
        such  surviving  entity  outstanding  immediately  after such  merger or
        consolidation or (2) a merger or  consolidation  effected to implement a
        recapitalization  of the Company (or  similar  transaction)  in which no
        "person" (as hereinabove defined) other than a "person" who, on the date
        the Plan is  effective,  shall  have  been the  "beneficial  owner"  (as
        hereinabove  defined) of or have voting  control  over shares of capital
        stock of the Company  possessing  more than twenty five percent (25%) of
        the combined voting power of the Company's then  outstanding  securities
        acquires more than fifty  percent (50%) of the combined  voting power of
        the Company's then outstanding securities;

                iv. the  stockholders  of the Company approve a plan of complete
        liquidation  of the Company or an agreement for the sale or  disposition
        by the Company of all or  substantially  all of the Company's assets (or
        any transaction having a similar effect); or

                v. a "change of control" (as may  hereinafter  be defined by the
        Board of Directors for the express purposes of this Plan) has occurred.

               (a)  Effect  of Change  of  Control.  In the event of a Change of
Control,  the Committee may take whatever action,  if any, it deems necessary or
desirable in its sole  discretion  with respect to the  outstanding  Options and
Awards.  Such  action  may  include,  without  limiting  the  generality  of the
foregoing,   (i)  providing  for  the  automatic  acceleration  of  vesting  and
exercisability  of the Options and/or the lapse of restrictions on Awards;  (ii)
after giving Optionees an opportunity to exercise their Options, terminating any
or all unexercised Options at such time or times as the Committee may determine;
(iii)  requiring that Optionees and Grantees  surrender their Options and Awards
in exchange  for a payment by the Company  equal to the amount by which the Fair
Market  Value at that time of the Shares  subject to the  Options (to the extent
the Options are then  vested) or Awards  exceeds the Option Price for the Shares
and the purchase  price,  if any, for the Shares  granted  pursuant to an Award;
and/or (iv) any combination of the foregoing  actions and/or such alternative or
additional  actions as the  Committee  may  specify.  Any such action shall take
place  as of the  date  of the  Change  of  Control  or such  other  date as the
Committee may specify.

               (b) Limitations.  Notwithstanding the foregoing,  no acceleration
of vesting or exercisability,  cancellation, lapse of restrictions,  termination
or  payment  shall  occur  with  respect  to any Option or Award if the Board of
Directors  (as  constituted  prior to the  Change in  Control  date)  reasonably
determines in good faith,  prior to the Change in Control,  that all outstanding
Options  and/or Awards shall be assumed and honored,  or new rights  substituted
therefor, by the party acquiring control of the Company; provided, however, that
any such

honored, assumed and/or substituted Options and/or Awards must provide the
Optionee and/or Grantee with rights and benefits (including, but not limited to,
substantially equivalent economic value, exercise and vesting provisions, and
similar or better methods of exercise and payment) substantially equivalent to
or better than the rights and benefits under the Optionee's and/or

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<PAGE>

Grantee's   outstanding   Options   and/or  Awards  prior  to  the   transaction
constituting the Change of Control.

     10.  Adjustments on Changes in Capitalization.

               (a) If a dividend shall be declared upon the Common Stock payable
in shares of Common  Stock or if a stock split is declared  with  respect to the
Common  Stock,  the number of shares of Common  Stock then subject to any Option
outstanding  under the Plan and the number of Shares  reserved  for the grant of
Options  and  Awards  pursuant  to the Plan but not yet  subject to an Option or
Award shall be adjusted by adding to each such Share the number of shares  which
would be distributable in respect thereof if such Shares had been outstanding on
the date fixed for  determining  the  shareholders  of the  Company  entitled to
receive such stock  dividend or stock split.  In the event that the  outstanding
shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other  securities  of the  Company  or of  another
corporation,  whether  through  reorganization,  recapitalization,  stock split,
combination  of shares,  merger,  consolidation  or  otherwise,  there  shall be
substituted  for each share of Common  Stock  subject to any such Option and for
each share of Common Stock reserved for the grant of Options and Awards pursuant
to the Plan but not yet  subject  to an Option or Award,  the number and kind of
shares of stock or other securities into which each outstanding  share of Common
Stock  shall have been so  changed or for which each such share  shall have been
exchanged. In the event there shall be any change, other than as specified above
in this Section 10, in the number or kind of outstanding  shares of Common Stock
or of any stock or other securities into which such Common Stock shall have been
changed or for which it shall have been  exchanged,  then if the Committee shall
in its  sole  discretion  determine  that  such  change  equitably  requires  an
adjustment in the number or kind of Shares theretofore reserved for the grant of
Options  pursuant  to the Plan but not yet  subject to an Option or Award and of
the  Shares  then  subject  to  Options,  such  adjustment  shall be made by the
Committee and shall be effective and binding for all purposes of the Plan and of
each  Option  and  Award  outstanding  thereunder.  In  the  case  of  any  such
substitution  or adjustment as provided for in this Section 10, the Option Price
for each  share  of  Common  Stock  or other  security  which  shall  have  been
substituted  for each share of Common  Stock  covered by an  outstanding  Option
shall be adjusted appropriately to reflect such substitution or adjustment.

               (b) Any adjustment  under this Section 10 in the number of Shares
subject to Options shall apply  proportionately to only the unexercised  portion
of any Option granted  hereunder.  If fractions of a Share would result from any
such adjustment,  the adjustment shall be revised to the next lower whole number
of Shares.

               (c)  The  Committee   shall  have   authority  to  determine  the
adjustments  to be made under this Section,  and any such  determination  by the
Committee shall be final, binding and conclusive.

     11. Terms and  Conditions of Awards.  Awards  granted  pursuant to the Plan
shall be evidenced by written  Award  Agreements  in such form as the  Committee
shall from time to time approve, which Award Agreements shall comply with and be
subject  to the  following  terms  and  conditions  and  such  other  terms  and
conditions  which  the  Committee  may from time to time  require  which are not
inconsistent with the terms of the Plan.

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<PAGE>

               (a) Number of Shares. Each Award Agreement shall state the number
of shares of Common Stock to which it pertains.

               (b) Grant. Stock certificates  evidencing Shares granted pursuant
to an Award shall be issued in the sole name of the Grantee. Notwithstanding the
foregoing,   as  a  precondition  to  a  grant,   the  Company  may  require  an
acknowledgment  by the Grantee as required with respect to Options under Section
8.

               (c)  Conditions.  The Committee may specify in an Award Agreement
any conditions under which the Grantee of that Award shall be required to convey
to the Company the Shares covered by the Award.  Upon the occurrence of any such
specified  condition,  the Grantee shall forthwith  surrender and deliver to the
Company the certificates  evidencing such Shares as well as completely  executed
instruments of conveyance.  The Committee,  in its discretion,  may provide that
certificates  for Shares  transferred  pursuant to an Award be held in escrow by
the  Company  or an  officer  of the  Company  until such time as each and every
condition  has lapsed and that the Grantee be  required,  as a condition  of the
Award,  to deliver to such escrow agent or Company officer stock powers covering
the Award Shares duly endorsed by the Grantee.  Unless otherwise provided in the
Award Agreement,  distributions  made on Shares held in escrow will be deposited
in escrow,  to be distributed  to the party  becoming  entitled to the Shares on
which the distribution was made. Stock certificates evidencing Shares subject to
conditions  shall bear a legend to the effect  that the Common  Stock  evidenced
thereby is subject to repurchase or conveyance to the Company in accordance with
an Award made  under the Plan and that the  Shares may not be sold or  otherwise
transferred.

               (d) Lapse of Conditions.  Upon termination,  or lapse of each and
every forfeiture condition, if any, the Company shall cause certificates without
the  legend  referring  to the  Company's  repurchase  right (but with any other
legends that may be  appropriate)  evidencing the Shares covered by the Award to
be  issued  to  the  Grantee  upon  the  Grantee's  surrender  of  the  legended
certificates held by him or her to the Company.

               (e) Rights as Stockholder. Upon payment of the purchase price, if
any,  for Shares  covered  by an Award and  compliance  with the  acknowledgment
requirement of Subsection  11(b),  the Grantee shall have all of the rights of a
stockholder with respect to the Shares covered  thereby,  including the right to
vote the Shares and receive all dividends and other  distributions  paid or made
with respect thereto,  except to the extent otherwise  provided by the Committee
or in the Award Agreement.

     12.  Amendment of the Plan. The Board of Directors of the Company may amend
the  Plan  from  time  to  time  in  such  manner  as  it  may  deem  advisable.
Nevertheless,  the Board of Directors of the Company may not change the class of
individuals  eligible to receive an ISO or increase the maximum number of Shares
as to which Options may be granted  without  obtaining  approval,  within twelve
months before or after such action,  by the  stockholders in the manner required
by applicable state law.  Notwithstanding  anything herein to the contrary,  the
Committee may, at its sole discretion, amend the Plan and any outstanding Option
or Award to (i) eliminate  any provision it determines is no longer  required to
comply  with  Rule  16b-3 as a result  of  revisions  to Rule  16b-3  which  are
generally  effective  after the date the Plan is  effective

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<PAGE>

or (ii)  provide the holder of the Option or Award an exemption  from  potential
liability  under Section 16(b) of the Exchange Act and the rules and regulations
thereunder.

     13. No  Commitment to Retain.  The grant of an Option or Award  pursuant to
the Plan  shall  not be  construed  to imply or to  constitute  evidence  of any
agreement,  express or implied,  on the part of the Company or any  Affiliate to
retain the  Optionee  or Grantee as an  employee,  consultant  or advisor of the
Company or any Affiliate,  as a member of the Board of Directors or in any other
capacity.

     14.  Withholding  of Taxes.  In  connection  with any event  relating to an
Option or Award,  the Company  shall have the right to (a) require the recipient
to remit or  otherwise  make  available to the Company an amount  sufficient  to
satisfy any federal,  state and/or local  withholding tax requirements  prior to
the delivery or transfer of any certificate or  certificates  for such Shares or
(b) take whatever other action it deems  necessary to protect its interests with
respect to tax liabilities.  The Company's  obligations  under the Plan shall be
conditioned  on  the  Optionee's  or  Grantee's  compliance,  to  the  Company's
satisfaction, with any withholding requirement.

     15. Parachute Payments. Notwithstanding anything herein to the contrary, if
the right to receive or benefit from any grant of an Option or an Award,  either
alone or  together  with  payments  that an Optionee or Grantee has the right to
receive from the Company,  would constitute a "parachute  payment" under Section
280G of the Code,  all such  payments may be reduced,  in the  discretion of the
Committee,  to the largest  amount that will avoid an excise tax to the Optionee
or Grantee under Section 280G of the Code.

     16.  Interpretation.  The Plan is intended to enable transactions under the
Plan with respect to directors to satisfy the  conditions of Rule 16b-3;  to the
extent  that  any  provision  of the  Plan  would  cause a  conflict  with  such
conditions or would cause the  administration of the Plan as provided in Section
3 to fail to satisfy the  conditions  of Rule  16b-3,  such  provision  shall be
deemed null and void to the extent permitted by applicable law.


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