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                                                                   Exhibit 10.15

                          PREFERRED EMPLOYERS HOLDINGS, INC.

                                1996 STOCK OPTION PLAN


1.   PURPOSE

          The purpose of this plan (the "Plan") is to secure for PREFERRED
EMPLOYERS HOLDINGS, INC. (the "Company") and its stockholders the benefits
arising from capital stock ownership by employees, officers and directors (who
are also either employees or officers) of the Company and its subsidiary
corporations who are expected to contribute to the Company's future growth and
success.  Those provisions of the Plan which make express reference to Section
422 of the Internal Revenue Code of 1986, as amended or replaced from time to
time (the "Code"), shall apply only to Incentive Stock Options (as that term is
defined in the Plan).

2.   TYPE OF OPTIONS AND ADMINISTRATION

          (a)  TYPES OF OPTIONS.  Options granted pursuant to the Plan shall be
authorized by action of the Board of Directors (the "Board") of the Company (or
a committee designated by the Board) and may be either incentive stock options
("Incentive Stock Options") meeting the requirements of Section 422 of the Code
or non-statutory options which are not intended to meet the requirements of
Section 422 of the Code.

          (b)  ADMINISTRATION.  The Plan will be administered by the Board or by
a committee consisting of two or more directors each of whom shall be a
"non-employee director" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor rule ("Rule 16b-3") and an "outside director" within the meaning of
Treasury Regulation Section 1.162-27(e)(3) promulgated under Section 162(m) of
the Code (the "Committee") appointed by the Board of the Company, in each case
whose construction and interpretation of the terms and provisions of the Plan
shall be final and conclusive.  If the Board determines to create a Committee to
administer the Plan, the delegation of powers to the Committee shall be
consistent with applicable laws or regulations (including, without limitation,
applicable state law and Rule 16b-3).  The Board or Committee may in its sole
discretion grant options to purchase shares of the Company's Common Stock, $0.01
par value per share ("Common Stock"), and issue shares upon exercise of such
options as provided in the Plan.  The Board or Committee shall have authority,
subject to the express provisions of the Plan, to construe the respective option
agreements and the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the respective
option agreements, which need not be identical; and to make all other
determinations in the judgment of the Board or Committee necessary or desirable
for the administration of the Plan.  The Board or Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option agreement


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in the manner and to the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency.  No director
or person acting pursuant to authority delegated by the Board shall be liable
for any action or determination under the Plan made in good faith.

3.   ELIGIBILITY

            Options may be granted to persons who are, at the time of grant,
employees, officers or directors (who are also either employees or officers) of
the Company or any subsidiaries of the Company as defined in Sections 424(e) and
424(f) of the Code, PROVIDED, that Incentive Stock Options may only be granted
to individuals who are employees of the Company (within the meaning of Section
3401(c) of the Code).  A person who has been granted an option may, if he or she
is otherwise eligible, be granted additional options if the Board or Committee
shall so determine.

4.   STOCK SUBJECT TO PLAN

          The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock.  Subject to adjustment as
provided in Section 15 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is 300,000.  If an
option granted under the Plan shall expire, terminate or is cancelled for any
reason without having been exercised in full, the unpurchased shares subject to
such option shall again be available for subsequent option grants under the
Plan.

5.   FORMS OF OPTION AGREEMENTS

          As a condition to the grant of an option under the Plan, each
recipient of an option shall execute an option agreement in such form not
inconsistent with the Plan as may be approved by the Board.  Such option
agreements may differ among recipients.

6.   PURCHASE PRICE

          (a)  GENERAL.  The purchase price per share of stock issuable upon the
exercise of an option shall be determined by the Board or the Committee at the
time of grant of such option, PROVIDEd, HOWEVER, that in the case of an
Incentive Stock Option, the exercise price shall not be less than 100% of the
Fair Market Value (as hereinafter defined) of such stock at the time of grant of
such option, or less than 110% of such Fair Market Value in the case of options
described in Section 11(b).  "Fair Market Value" of a share of Common Stock of
the Company as of a specified date for the purposes of the Plan shall mean the
closing price of a


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share of the Common Stock on the principal securities exchange (including The
Nasdaq SmallCap Market or The Nasdaq National Market) on which such shares are
traded on the day immediately preceding the date as of which Fair Market Value
is being determined, or on the next preceding date on which such shares are
traded if no shares were traded on such immediately preceding day, or if the
shares are not traded on a securities exchange, Fair Market Value shall be
deemed to be the average of the high bid and low asked prices of the shares in
the over-the-counter market on the day immediately preceding the date as of
which Fair Market Value is being determined or on the next preceding date on
which such high bid and low asked prices were recorded.  If the shares are not
publicly traded, Fair Market Value of a share of Common Stock (including, in the
case of any repurchase of shares, any distributions with respect thereto which
would be repurchased with the shares) shall be determined in good faith by the
Board.  In no case shall Fair Market Value be determined with regard to
restrictions other than restrictions which, by their terms, will never lapse.

          (b)  PAYMENT OF PURCHASE PRICE.  Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or by any other means which the Board determines are consistent with
the purpose of the Plan and with applicable laws and regulations (including,
without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by
the Federal Reserve Board).

7.   EXERCISE OPTION PERIOD

          Subject to earlier termination as provided in the Plan, each option
and all rights thereunder shall expire on such date as determined by the Board
or the Committee and set forth in the applicable option agreement, PROVIDED,
that such date shall not be later than ten (10) years after the date on which
the option is granted.

8.   EXERCISE OF OPTIONS

          Each option granted under the Plan shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan.  Subject to the requirements in the immediately preceding sentence,
if an option is not at the time of grant immediately exercisable, the Board may
(i) in the agreement evidencing such option, provide for the acceleration of the
exercise date or dates of the subject option upon the occurrence of specified
events, and/or (ii) at any time prior to the complete termination of an option,
accelerate the exercise date or dates of such option.


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<PAGE>

9.   NONTRANSFERABILITY OF OPTIONS

          No option granted under this Plan shall be assignable or otherwise
transferable by the optionee, except by will or by the laws of descent and
distribution. An option may be exercised during the lifetime of the optionee
only by the optionee.  In the event an optionee dies during his employment by
the Company or any of its subsidiaries, or during the three (3) month period
following the date of termination of such employment, his option shall
thereafter be exercisable within a period of one (1) year after the date of
death (or within such lesser period specified in the applicable option
agreement), by his executors or administrators to the full extent to which such
option was exercisable by the optionee at the time of his death during the
periods set forth in Section 10 or 11(d).

10.  EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP

          Except as provided in Section 11(d) with respect to Incentive Stock
Options and except as otherwise determined by the Board or Committee at the date
of grant of an option, and subject to the provisions of the Plan, an optionee
may exercise an option at any time within three (3) months following the
termination of the optionee's employment or other relationship with the Company
or within one (1) year if such termination was due to the death or disability of
the optionee but in no event later than the expiration date of the option.  If
the termination of the optionee's employment is for cause or is otherwise
attributable to a breach by the optionee of an employment or confidentiality or
non-disclosure agreement, the option shall expire immediately upon such
termination.  The Board shall have the power to determine what constitutes a
termination for cause or a breach of an employment or confidentiality or
non-disclosure agreement, whether an optionee has been terminated for cause or
has breached such an agreement, and the date upon which such termination for
cause or breach occurs.  Any such determinations shall be final and conclusive
and binding upon the optionee.

11.  INCENTIVE STOCK OPTIONS

          Options granted under the Plan which are intended to be Incentive
Stock Options shall be subject to the following additional terms and conditions:

          (a)  EXPRESS DESIGNATION.  All Incentive Stock Options granted under
the Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.

          (b)  10% SHAREHOLDER.  If any employee to whom an Incentive Stock
Option is to be granted under the Plan is, at the time of the grant of such
option, the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (after taking into account the
attribution of stock ownership rules of Section 424(d)


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of the Code), then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:

            (i)     the purchase price per share of the Common Stock subject to
     such Incentive Stock Option shall not be less than 110% of the Fair Market
     Value of one share of Common Stock at the time of grant; and

           (ii)     the option exercise period shall not exceed five (5) years
     from the date of grant.

          (c)  DOLLAR LIMITATION.  For so long as the Code shall so provide,
options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective date or dates of grant, of more than $100,000.

          (d)  TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY.  No Incentive
Stock Option may be exercised unless, at the time of such exercise, the optionee
is, and has been continuously since the date of grant of his or her option,
employed by the Company, except that:

            (i)     an Incentive Stock Option may be exercised within the period
     of three (3) months after the date the optionee ceases to be an employee of
     the Company (or within such lesser period as may be specified in the
     applicable option agreement), PROVIDED, that the agreement with respect to
     such option may designate a longer exercise period and that the exercise
     after such three (3) month period shall be treated as the exercise of a
     non-statutory option under the Plan,

           (ii)     if the optionee dies while in the employ of the Company, or
     within three (3) months after the optionee ceases to be such an employee,
     the Incentive Stock Option may be exercised by the person to whom it is
     transferred by will or the laws of descent and distribution within the
     period of one (1) year after the date of death (or within such lesser
     period as may be specified in the applicable option agreement), and

          (iii)     if the optionee becomes disabled (within the meaning of
     Section 22(e)(3) of the Code or any successor provisions thereto) while in
     the employ of the Company, the Incentive Stock Option may be exercised
     within the period of one (1) year after the date the optionee ceases to be
     such an employee because of such disability (or within such lesser period
     as may be specified in the applicable option agreement).

For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any


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successor regulations).  Notwithstanding the foregoing provisions, no Incentive
Stock Option may be exercised after its expiration date.

12.  ADDITIONAL PROVISIONS

          (a)  ADDITIONAL OPTION PROVISIONS.  The Board or the Committee may, in
its sole discretion, include additional provisions in option agreements covering
options granted under the Plan, including without limitation, restrictions on
transfer, repurchase rights, rights of first refusal, commitments to pay cash
bonuses or to make, arrange for or guaranty loans or to transfer other property
to optionees upon exercise of options, or such other provisions as shall be
determined by the Board or the Committee, PROVIDED, that such additional
provisions shall not be inconsistent with any other term or condition of the
Plan and such additional provisions shall not cause any Incentive Stock Option
granted under the Plan to fail to qualify as an Incentive Stock Option within
the meaning of Section 422 of the Code.

          (b)  ACCELERATION, EXTENSION, ETC.  The Board or the Committee may, in
its sole discretion (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised, or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised, PROVIDED, however that no such extension shall
be permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3 (if applicable to such option).

13.  GENERAL RESTRICTIONS

          (a)  INVESTMENT REPRESENTATIONS.  The Company may require any person
to whom an option is granted, as a condition of exercising such option or award,
to give written assurances in substance and form satisfactory to the Company to
the effect that such person is acquiring the Common Stock subject to the option
or award for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock, including any "lock-up" or other restriction on
transferability.

          (b)  COMPLIANCE WITH SECURITIES LAW.  Each option shall be subject to
the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option or award upon any securities exchange or automated quotation system or
under any state or federal law, or the consent or approval of any governmental
or regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition, is necessary as a condition of, or in
connection with the issuance or purchase of shares thereunder, such option or
award may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or



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approval or satisfaction of such condition shall have been effected or obtained
on conditions acceptable to the Board or the Committee.  Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification, or to satisfy such condition.

14.  RIGHTS AS A STOCKHOLDER

          The holder of an option shall have no rights as a stockholder with
respect to any shares covered by the option (including, without limitation, any
right to vote or to receive dividends or non-cash distributions with respect to
such shares) until the effective date of exercise of such option and then only
to the extent of the shares of Common Stock so purchased.   No adjustment shall
be made for dividends or other rights for which the record date is prior to the
date of exercise.

15.  ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS,
     REORGANIZATIONS AND RELATED TRANSACTIONS

          (a)  RECAPITALIZATIONS AND RELATED TRANSACTIONS.  If, through or as a
result of any recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction (i) the outstanding shares of
Common Stock are increased, decreased or exchanged for a different number or
kind of shares or other securities of the Company, or (ii) additional shares or
new or different shares or other non-cash assets are distributed with respect to
such shares of Common Stock or other securities, an appropriate and
proportionate adjustment shall be made in (x) the maximum number and kind of
shares reserved for issuance under or otherwise referred to in the Plan, (y) the
number and kind of shares or other securities subject to any then-outstanding
options under the Plan, and (z) the price for each share subject to any
then-outstanding options under the Plan, without changing the aggregate purchase
price as to which such options remain exercisable.  Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Section 15 if such
adjustment (A) would cause the Plan to fall to comply with Section 422 of the
Code or with Rule 16b-3 (if applicable to such option), or (B) would be
considered as the adoption of a new plan requiring stockholder approval.

          (b)  REORGANIZATION, MERGER AND RELATED TRANSACTIONS.  All outstanding
options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event (as defined below), whether
or not such options are then exercisable under the provisions of the applicable
agreements relating thereto.  For purposes of the Plan, a "Trigger Event" is any
one of the following events:

            (i)     the date on which shares of Common Stock are first purchased
     pursuant to a tender offer or exchange offer (other than such an offer by
     the Company, any subsidiary of the Company, any employee benefit plan of
     the Company or of any


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     subsidiary of the Company or any entity holding shares or other securities
     of the Company for or pursuant to the terms of such plan), whether or not
     such offer is approved or opposed by the Company and regardless of the
     number of shares purchased pursuant to such offer;

           (ii)     the date the Company acquires knowledge that any person or
     group deemed a person under Section 13(d)-3 of the Exchange Act (other than
     the Company, any subsidiary of the Company, any employee benefit plan of
     the Company or of any subsidiary of the Company or any entity holding
     shares of Common Stock or other securities of the Company for or pursuant
     to the terms of any such plan or any individual or entity or group or
     affiliate thereof which acquired its beneficial ownership interest prior to
     the date the Plan was adopted by the Board), in a transaction or series of
     transactions, has become the beneficial owner, directly or indirectly (with
     beneficial ownership determined as provided in Rule 13d-3, or any successor
     rule, under the Exchange Act), of securities of the Company entitling the
     person or group to 30% or more of all votes (without consideration of the
     rights of any class or stock to elect directors by a separate class vote)
     to which all stockholders of the Company would be entitled in the election
     of the Board were an election held on such date;

          (iii)     the date, during any period of two (2) consecutive years,
     when individuals who at the beginning of such period constitute the Board
     cease for any reason to constitute at least a majority thereof, unless the
     election, or the nomination for election by the stockholders of the
     Company, of each new director was approved by a vote of at least a majority
     of the directors then still in office who were directors at the beginning
     of such period; and

           (iv)     the date of approval by the stockholders of the Company of
     an agreement (a "reorganization agreement") providing for:

               (A)  The merger or consolidation of the Company with another
          corporation (x) where the stockholders of the Company, immediately
          prior to the merger or consolidation, do not beneficially own,
          immediately after the merger or consolidation, shares of the
          corporation issuing cash or securities in the merger or consolidation
          entitling such stockholders to 80% or more of all votes (without
          consideration of the rights of any class of stock to elect directors
          by a separate class vote) to which all stockholders of such
          corporation would be entitled in the election of directors, or (y)
          where the members of the Board of the Company, immediately prior to
          the merger or consolidation, do not, immediately after the merger or
          consolidation, constitute a majority of the Board of Directors of the
          corporation issuing cash or securities in the merger or consolidation,
          or


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               (B)  The sale or other disposition of all or substantially all
          the assets of the Company.

          (c)  BOARD AUTHORITY TO MAKE ADJUSTMENTS.  Any adjustments under this
Section 15 will be made by the Board or the Committee, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive.  No fractional shares will be issued under the Plan on
account of any such adjustments.

16.  MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC

          (a)  GENERAL.  In the event of any sale, merger, transfer or
acquisition of the Company or substantially all of the assets of the Company in
which the Company is not the surviving corporation, provided that after the
merger, transfer or acquisition the Company shall have requested the acquiring
or succeeding corporation (or an affiliate thereof) that equivalent options
shall be substituted and such successor corporation shall have refused or failed
to assume all options outstanding under the Plan or issue substantially
equivalent options, then any or all outstanding options under the Plan shall
accelerate and become exercisable in full immediately prior to such event.  The
Board or Committee will notify holders of options under the Plan that any such
options shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the options will terminate upon expiration of such
notice.

          (b)  SUBSTITUTE OPTIONS.  The Company may grant options under the Plan
in substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation.  The
Company may direct that substitute options be granted on such terms and
conditions as the Board considers appropriate in the circumstances.

17.  NO SPECIAL EMPLOYMENT RIGHTS

          Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.

18.  OTHER EMPLOYEE BENEFITS

          Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the


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exercise of an option or the sale of shares received upon such exercise will not
constitute compensation with respect to which any other employee benefits of
such employee are determined, including, without limitation, benefits under any
bonus, pension, profit-sharing, life insurance or salary continuation plan,
except as otherwise specifically determined by the Board.

19.  AMENDMENT, MODIFICATION OR TERMINATION OF THE PLAN

          (a)  The Board may at any time modify, amend or terminate the Plan
PROVIDED, HOWEVER, that if at any time the approval of the stockholders of the
Company is required under Section 422  of  the  Code  or  any  successor
provision with respect to Incentive Stock Options, or under Rule 16b-3, the
Board may not effect such modification or amendment without such approval.

          (b)  The modification, amendment or termination of the Plan shall not,
without the consent of an optionee, affect his or her rights under an option
previously granted to him or her.  With the consent of the optionee affected,
the Board or the Committee may amend or modify outstanding option agreements in
a manner not inconsistent with the Plan.  The Board shall have the right to
amend or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, and (ii) the terms and provisions
of the Plan and of any outstanding option to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3.

20.  WITHHOLDING

          (a)  The Company shall have the right to deduct from payments of any
kind otherwise due to the optionee any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan.  Subject to the prior approval of the Company, which
may be withheld by the Company in its sole discretion, the optionee may elect to
satisfy such obligations, in whole or in part (i) by causing the Company to
withhold shares of Common Stock otherwise issuable pursuant to the exercise of
an option, or (ii) by delivering to the Company shares of Common Stock already
owned by the optionee.  The shares so delivered or withheld shall have a Fair
Market Value equal to such withholding obligation as of the date that the amount
of tax to be withheld is to be determined.  An optionee who has made an election
pursuant to this Section 20(a) may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.

          (b)  The acceptance of shares of Common Stock upon exercise of an
Incentive Stock Option shall constitute an agreement by the optionee (i) to
notify the Company if any


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or all of such shares are disposed of by the optionee within two (2) years from
the date the option was granted or within one (1) year from the date the shares
were issued to the optionee pursuant to the exercise of the option, and (ii) if
required by law, to remit to the Company, at the time of and in the case of any
such disposition, an amount sufficient to satisfy the Company's federal, state
and local withholding tax obligations with respect to such disposition, whether
or not, as to both (i) and (ii), the optionee is in the employ of the Company at
the time of such disposition.


21.  CANCELLATION AND NEW GRANT OF OPTIONS, ETC.

          The Board or the Committee shall have the authority to effect, at any
time and from time to time, with the consent of the affected optionees (i) the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option exercise price
per share which may be lower or higher than the exercise price per share of the
cancelled options, or (ii) the amendment of the terms of any and all outstanding
options under the Plan to provide an option exercise price per share which is
higher or lower than the then-current exercise price per share of such
outstanding options.

22.  EFFECTIVE DATE AND DURATION OF THE PLAN

          (a)  EFFECTIVE DATE.  The Plan shall become effective when adopted by
the Board, but no Incentive Stock Option granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the Company's
stockholders. If such stockholder approval is not obtained within twelve (12)
months after the date of the Board's adoption of the Plan, no options previously
granted under the Plan shall be deemed to be Incentive Stock Options and no
Incentive Stock Options shall be granted thereafter.  Amendments to the Plan not
requiring stockholder approval shall become effective when adopted by the Board
and amendments requiring stockholder approval (as provided in Section 19) shall
become effective when adopted by the Board, but no Incentive Stock Option
granted after the date of such amendment shall become exercisable (to the extent
that such amendment to the Plan was required to enable the Company to grant such
Incentive Stock Option to a particular optionee) unless and until such amendment
shall have been approved by the Company's stockholders.  If such stockholder
approval is not obtained within twelve (12) months of the Board's adoption of
such amendment, any Incentive Stock Options granted on or after the date of such
amendment shall terminate to the extent that such amendment to the Plan was
required to enable the Company to grant such option to a particular optionee.
Subject to this limitation, options may be granted under the Plan at any time
after the effective date and before the date fixed for termination of the Plan.

          (b)  TERMINATION.  Unless sooner terminated by the Board, the Plan
shall terminate upon the close of business on the day next preceding the tenth
anniversary of the


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date of its adoption by the Board.  After termination of the Plan, no further
options may be granted under the Plan; PROVIDED HOWEVER, that such termination
will not affect any options granted prior to termination of the Plan.

23.  PROVISION FOR FOREIGN PARTICIPANTS

          The Board may, without amending the Plan, modify awards or options
granted to participants who are foreign nationals or employed outside the United
States to recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee
benefit or other matters.

24.  GOVERNING LAW

          The provisions of this Plan shall be governed and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws.




















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