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                              CERIDIAN CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

1.       PURPOSE OF PLAN.

         The purpose of the Ceridian Corporation Employee Stock Purchase Plan
(the "Plan") is to advance the interests of Ceridian Corporation, a Delaware
corporation formerly known as New Ceridian Corporation (the "Company"), and
its stockholders by providing employees of the Company and certain of its
subsidiaries with an opportunity to acquire an ownership interest in the
Company through the purchase of common stock of the Company on favorable
terms through payroll deductions. It is the intention of the Company that the
Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"), and provisions of the
Plan shall be construed consistent with such intention.

2.       DEFINITIONS.

         The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

         2.1 "AGENT" means the party or parties designated by the Company to
provide Share Accounts and certain administrative services in connection with
the Plan.

         2.2 "BOARD" means the Board of Directors of the Company or any
committee thereof to which the Board of Directors has delegated authority
with respect to the Plan.

         2.3 "COMMON STOCK" means the common stock, par value $.01 per share,
of the Company, or the number and kind of shares of stock or other securities
into which such common stock may be changed in accordance with Section 11 of
the Plan.

         2.4 "COMMITTEE" means the Compensation and Human Resources Committee
of the Board, or such successor committee that meets the criteria specified
in Section 3.

         2.5 "CONTRIBUTION ACCOUNT" means an account established for each
Participant to which payroll deductions under the Plan are credited in
accordance with Section 7.

         2.6 "DESIGNATED SUBSIDIARY" means a Subsidiary that has been
designated by the Board from time to time, in its sole discretion, as
eligible to participate in the Plan.

         2.7 "EMPLOYEE" means any person, including an officer, who is
employed on a full-time or part-time basis by a Participating Employer.

         2.8  "ENDING DATE" means the last day of each Offering Period.

         2.9  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         2.10 "FAIR MARKET VALUE" means, with respect to the Common Stock, as of
any date:

                  (a) if the Common Stock is listed on the New York Stock
                  Exchange, the closing price per share of the Common Stock, at
                  the end of the regular trading session, which as of the
                  effective date of this Plan is 4:00 p.m., New York City time,
                  as reported on the New York Stock Exchange Composite Tape on
                  that date

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                  (or, if no shares were traded on such day, as of the
                  first day prior thereto on which there was such a trade); or

                  (b) if the Common Stock is not so listed, such price as is
                  determined in the manner specified by the Committee in its
                  sole discretion, such manner to be acceptable under Section
                  423 of the Code.

         2.11 "GRANT DATE" means the first day of each Offering Period.

         2.12 "INSIDER" means any Employee who is subject to Section 16 of the
Exchange Act.

         2.13 "OFFERING PERIOD" means each three-month period beginning on March
16 and ending on June 15, or beginning on June 16 and ending on September 15, or
beginning on September 16 and ending on December 15, or beginning on December 16
and ending on March 15.

         2.14 "PARTICIPANT" means an eligible Employee who elects to participate
in the Plan in accordance with Section 6.

         2.15 "PARTICIPATING EMPLOYER" means the Company and any Designated
Subsidiary that has elected to participate in the Plan.

         2.16 "SHARE ACCOUNT" means the brokerage account established by the
Agent for each Participant to which shares of Common Stock purchased under the
Plan are credited in accordance with Section 9. The Share Account will be
established pursuant to a separate agreement between each Participant and the
Agent.

         2.17 "SUBSIDIARY" means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.

3.       ADMINISTRATION.

         The Plan shall be administered by the Committee (or any successor
thereto appointed by the Board consisting of not less than three members, all of
whom must be members of the Board who are "Non-Employee Directors" as defined in
Rule 16b-3 under the Exchange Act). Members of the Committee shall be appointed
from time to time by the Board, shall serve at the pleasure of the Board, and
may resign at any time upon written notice to the Board. A majority of the
members of the Committee shall constitute a quorum. The Committee shall act by
majority approval of the members, but action may be taken by the Committee
without a meeting if unanimous written consent is given. In accordance with and
subject to the provisions of the Plan, the Committee shall have authority to
interpret the Plan, to make, amend and rescind rules and regulations regarding
the Plan (including rules and regulations intended to insure that operation of
the Plan complies with Section 16 of the Exchange Act), and to make all other
determinations necessary or advisable in administering the Plan, all of which
determinations shall be final and binding upon all persons. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it. To the extent
consistent with corporate law, the Committee may delegate to any directors or
officers of the Company the duties, power and authority of the Committee under
the Plan pursuant to such conditions or limitations as the Committee may
establish; provided, however, that only the Committee may exercise such duties,
power and authority with respect to Insiders. The


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Committee may request advice or assistance or retain the services of such
other persons as are necessary for the proper administration of the Plan.

4.       ELIGIBILITY.

         Any person who is (a) an Employee on the last day of the calendar
month immediately preceding a Grant Date, (b) is not on long-term disability
or unpaid leave status at that time, and (c) has reached the age of majority
in the state or province in which he or she resides shall be eligible to
participate in the Plan for the Offering Period beginning on such Grant Date,
subject to the limitations imposed by Section 423(b) of the Code.

5.       OFFERING PERIODS.

         Options to purchase shares of Common Stock shall be granted to
Participants under the Plan through a series of consecutive Offering Periods.
The first Offering Period under the Plan shall have a Grant Date of June 16,
2001 and an Ending Date of September 15, 2001. Offering Periods under the
Plan shall continue until either (a) the Committee decides, in its sole
discretion, to cancel future Offering Periods because the Common Stock
remaining available under the Plan is insufficient to grant options to all
eligible Employees, or (b) the Plan is terminated in accordance with Section
17 below. Notwithstanding the foregoing, and without limiting the authority
of the Committee under Section 3, 11.2 and 17 of the Plan, the Committee, in
its sole discretion, may (a) accelerate the Ending Date of the then current
Offering Period and provide for the exercise of Options thereunder by
Participants in accordance with Section 9 of the Plan, or (b) accelerate the
Ending Date of the then current Offering Period and provide that all payroll
deductions credited to the accounts of Participants will be paid to
Participants as soon as practicable after such Ending Date and that all
Options for such Offering Period will automatically be canceled and will no
longer be exerciable.

6.       PARTICIPATION.

         Participation in the Plan is voluntary. An eligible Employee may
become a Participant in the Plan by completing an enrollment form provided by
the Company authorizing payroll deductions and the establishment of a Share
Account, and filing the enrollment form with the Company's Human Resources
Department not later than the last business day of the month immediately
preceding the Grant Date of the first Offering Period in which the
Participant wishes to participate.

7.       PAYROLL DEDUCTIONS.

         7.1 Each Employee electing to participate in the Plan shall
designate on the enrollment form the amount of money which he or she wishes
to have deducted from his or her paycheck each pay day to purchase Common
Stock pursuant to the Plan. The aggregate amount of such payroll deductions
shall not be less than $25.00 per month, and shall not be more than $5,312.50
(85% of $6,250) per Offering Period, pro-rated equally over the number of pay
days applicable to a Participant during each such Offering Period.
Notwithstanding the foregoing, for the two Offering Periods in 2001, the
aggregate amount of such payroll deductions shall not be more than $10,625
(85% of $12,500) per Offering Period, prorated equally over the number of pay
days applicable to a Participant during each such Offering Period in
2001. Deductions for Plan purposes will not be withheld from compensation
amounts, such as annual bonus or gain sharing payments, that are not part of
a Participant's normal and recurring compensation each payday.

         7.2 Payroll deductions for a Participant shall commence on the first
pay day on or after the Grant Date of the applicable Offering Period and
shall continue until the termination date of the Plan, unless participation
in the Plan is sooner terminated as provided in Section 10,


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the deduction amount is increased or decreased by the Participant as provided
in Section 7.4, deductions are suspended as provided in Section 7.4 or the
Offering Period is adjusted by the Committee as provided in Section 5. Except
for a Participant's rights to change the amount of, suspend or discontinue
deductions pursuant to Sections 7.4 and 10, the same deduction amount shall
be utilized for each pay day during subsequent Offering Periods, whether or
not the Participant's compensation level increases or decreases. If the pay
period of any Participant changes, such as from weekly to semi-monthly, an
appropriate adjustment shall be made to the deduction amount for each pay day
corresponding to the new pay period, if necessary, so as to ensure the
deduction of the proper amount as specified by the Participant in his or her
enrollment form for that Offering Period.

         7.3 All payroll deductions authorized by a Participant shall be
credited to the Participant's Contribution Account. A Participant may not
make any separate cash payment or contribution to such Contribution Account.
Contribution Accounts shall be solely for bookkeeping purposes, and no
separate fund or trust shall be established for payroll deductions. Until
utilized to purchase shares of Common Stock, funds from payroll deductions
shall be held as part of the Participating Employers' general assets, and the
Participating Employers shall not be obligated to segregate such funds. No
interest shall accrue on a Participant's payroll deductions under the Plan.

         7.4 No increases or decreases in the amount of payroll deductions
for a Participant may be made during an Offering Period. A Participant may
increase or decrease the amount of his or her payroll deductions under the
Plan, or may suspend such payroll deductions, for subsequent Offering Periods
by completing a change form and filing it with the Company's Human Resources
Department not later than the last business day of the month immediately
preceding the Grant Date for the Offering Period as of which such increase,
decrease or suspension is to be effective.

         7.5 Payroll deductions which are authorized by Participants who are
paid other than in U.S. currency shall be withheld in Contribution Accounts
in the country in which such Participant is employed until exercise of an
option granted hereunder. Upon exercise of the option granted to such
Participant, the amount so withheld shall be converted into U.S. dollars on
the basis of the rate of exchange published in the WALL STREET JOURNAL for
such currency into U.S. dollars as of the business day immediately preceding
the Ending Date for such Offering Period. The purchase price shall thereupon
be paid to the Company in U.S. dollars following such conversion, the extent
to which the Participant may exercise an option therefore being dependent, in
part, upon the applicable rate of currency exchange. If, as a result of
fluctuations in the exchange rate between the U.S. dollar and a foreign
currency during an Offering Period, a Participant who is paid in such foreign
currency has less than the minimum permitted amount deducted during an
Offering Period, the amount deducted will, nevertheless, be used to purchase
Common Stock in accordance with the Plan.

8.       GRANT OF OPTION.

         8.1 Subject to Section 8.2, on each Grant Date, each eligible
Employee who is then a Participant shall be granted (by operation of the
Plan) an option to purchase the number of whole and fractional shares
(computed to the fourth decimal place) of Common Stock equal to the lesser of
(a) the amount determined by dividing the amount of payroll deductions
credited to his or her Contribution Account during the Offering Period
beginning on such Grant Date by the Purchase Price specified in the following
sentence, or (b) the amount determined by dividing $6,250.00 ($10,500 in 2001
only) by the Fair Market Value of one share of Common Stock on the applicable
Grant Date. The

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purchase price per share of such shares (the "Purchase Price") shall be the
lesser of (i) 85% of the Fair Market Value of one share of Common Stock on
the applicable Grant Date, or (ii) 85% of the Fair Market Value of one share
of Common Stock on the applicable Ending Date.

         8.2 Despite any provisions of the Plan that may provide or suggest
otherwise:

                  (a) no Employee shall be granted an option under the Plan to
                  the extent that immediately after the grant, such Employee (or
                  any other person whose stock ownership would be attributed to
                  such Employee pursuant to Section 424(d) of the Code) would
                  own shares of Common Stock and/or hold outstanding options to
                  purchase shares of Common Stock that would in the aggregate
                  represent 5% or more of the total combined voting power or
                  value of all classes of shares of the Company or of any
                  Subsidiary;

                  (b) no Employee shall be granted an option under the Plan to
                  the extent that the Employee's rights to purchase shares of
                  Common Stock under all "employee stock purchase plans" (within
                  the meaning of Section 423 of the Code) of the Company and its
                  Subsidiaries would accrue (i.e., become exercisable) at a rate
                  that exceeds $25,000 of Fair Market Value of such shares of
                  Common Stock (determined at the time such option is granted,
                  which is the Grant Date) for each calendar year in which such
                  option is outstanding at any time; or

                  (c) no Participant may purchase more than 6,000 shares of
                  Common Stock under the Plan in any given Offering Period.

9.       EXERCISE OF OPTION.

         9.1 Unless a Participant withdraws from the Plan pursuant to Section
10, his or her option for the purchase of shares of Common Stock granted for
an Offering Period will be exercised automatically and in full at the
applicable Purchase Price as soon as practicable following the Ending Date of
such Offering Period. If the full amount credited to a Participant's
Contribution Account during an Offering Period is not required to exercise
such Participant's option for that Offering Period in full (due to the
applicability of clause (b) of Section 8.1 and/or fluctuations in the
exchange rate between the U.S. dollar and the foreign currency in which such
Participant is paid), the amount not required to exercise such option shall
promptly be refunded to the Participant following the Ending Date of such
Offering Period.

         9.2 No Participant (or any person claiming through such Participant)
shall have any interest in any Common Stock subject to an option under the
Plan until such option has been exercised and the shares of Common Stock
purchased, at which point such Participant shall have all of the rights and
privileges of a stockholder of the Company with respect to shares purchased
under the Plan. During his or her lifetime, a Participant's option to
purchase shares of Common Stock under the Plan is exercisable only by the
Participant.

         9.3 Shares of Common Stock purchased pursuant to the exercise of
options hereunder shall be held in Share Accounts maintained for and in the
name of each Participant by the Agent, such Agent or its nominee to be the
record holder of such shares for the benefit of the Participant. The Agent
shall provide each Participant with a quarterly statement of his or her Share
Account.


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         9.4 Dividends paid with respect to shares credited to each Share
Account will be themselves credited to such Account and, if paid in cash, will
automatically be reinvested in whole and fractional shares of Common Stock.

         9.5 A Participant may request that the Agent cause a stock certificate
representing some or all of the number of whole shares of Common Stock credited
to the Participant's Share Account be issued in the name of the Participant. The
Agent shall cause such certificate to be issued as soon as practicable after its
receipt of such request and the payment by the Participant of any applicable
issuance fees. From and after the date of the issuance of any such certificate,
the number of shares credited to the Participant's Share Account shall be
reduced by the number of shares represented by such certificate, and the
Participant shall thereafter be the record holder of the shares represented by
such certificate.

10.      WITHDRAWAL; TERMINATION OF EMPLOYMENT.

         10.1 A Participant may terminate his or her participation in the
Plan and withdraw all, but not less than all, of the payroll deductions
credited to his or her Contribution Account under the Plan at any time on or
before the last business day of an Offering Period by giving written notice
to the Company. Such notice shall (a) state that the Participant wishes to
terminate participation in the Plan, (b) specify the withdrawal date, and (c)
request the withdrawal of all of the Participant's payroll deductions held
under the Plan. All of the Participant's payroll deductions credited to his
or her Contribution Account will be paid to the Participant as soon as
practicable after the withdrawal date specified in the notice of withdrawal
(or, if no such date is specified, as soon as practicable after receipt of
the notice of withdrawal), the Participant's option for such Offering Period
will be automatically canceled, and no further payroll deductions for the
purchase of shares of Common Stock will be made for such Offering Period or
for any subsequent Offering Period, except pursuant to a re-enrollment in the
Plan as provided in Section 10.2.

         10.2 If a Participant's suspension of payroll deductions under the
Plan pursuant to Section 7.4 continues for four consecutive Offering Periods,
such suspension shall be deemed an election by the Participant to terminate
his or her participation in the Plan, and such termination shall be effective
as of the Ending Date of the fourth consecutive Offering Period during which
no payroll deductions occurred. If, for any reason, a Participant's net pay
after withholding taxes and other applicable deductions not related to the
Plan (such as for health and welfare benefits) each pay day becomes less than
the amount the Participant has designated be deducted each pay day for
contribution to the Plan, such occurrence shall be deemed an election by the
Participant to terminate his or her participation in the Plan, and such
termination shall be effective immediately. Following such termination, all
of the Participant's payroll deductions credited to his or her Contribution
Account will be paid to the Participant as soon as practicable, the
Participant's option for such Offering Period will be automatically canceled,
and no further payroll deductions for the purchase of shares of Common Stock
will be made for such Offering Period or for any subsequent Offering Period,
except pursuant to a re-enrollment in the Plan as provided in Section 10.4.

         10.3 Upon termination of a Participant's employment with all
Participating Employers for any reason, including retirement or death, his or
her participation in the Plan will automatically cease and the payroll
deductions accumulated in his or her Contribution Account will be returned to
the Participant as soon as practicable after such employment termination or,
in the case of death, to the person or persons entitled thereto under Section
12 below, and the Participant's option for the current Offering Period will
be automatically canceled. For purposes


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of the Plan, the termination date of employment shall be the Participant's
last date of actual employment and shall not include any period during which
such Participant receives any severance payments. A transfer of employment
between the Company and a Designated Subsidiary or between one Designated
Subsidiary and another Designated Subsidiary, or leave of absence approved by
the Participating Employer, shall not be deemed a termination of employment
under this Section 10.3.

         10.4 A Participant's termination of participation in the Plan
pursuant to Section 10.1 or 10.2 will not have any effect upon his or her
eligibility to participate in a subsequent Offering Period by completing and
filing a new enrollment form in accordance with Section 6 or in any similar
plan that may hereafter be adopted by the Company.

11.      STOCK SUBJECT TO THE PLAN.

         11.1 The maximum number of shares of Common Stock that shall be
reserved for sale under the Plan shall be 1,000,000 shares, subject to
adjustment as provided in Sections 11.2 and 11.3. The shares to be sold to
Participants under the Plan may be, at the election of the Company, either
treasury shares or shares authorized but unissued. If the total number of
shares of Common Stock that would otherwise be subject to options granted
pursuant to Section 8 on any Ending Date exceeds the number of shares then
available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding), the Committee shall make a pro
rata allocation of the shares of Common Stock remaining available for
issuance in as uniform and equitable a manner as is practicable, as
determined in the Committee's sole discretion. In such event, the Company
shall give written notice of such reduction of the number of shares subject
to the option to each Participant affected thereby and shall return any
excess funds accumulated in each Participant's Contribution Account as soon
as practicable after the Ending Date of such Offering Period.

         11.2 In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or extraordinary dividend
(including a spin-off) or any other similar change in the corporate structure
or shares of the Company, the Committee (or, if the Company is not the
surviving corporation in any such transaction, the board of directors of the
surviving corporation) will make appropriate adjustments (which determination
will be conclusive) as to the number and kind of securities or other property
(including cash) available for issuance or payment under the Plan and, in
order to prevent dilution or enlargement of the rights of Participants, (a)
the number and kind of securities or other property (including cash) subject
to each outstanding option, and (b) the Purchase Price of outstanding options.

         11.3 Subject to the following provisions of this Section 11.3, if
the Company is the surviving corporation in any reorganization, merger or
consolidation with or involving one or more other corporations, each
outstanding option under the Plan shall apply to the amount and kind of
securities to which a holder of the number of shares of Common Stock subject
to such option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Purchase Price. If there is a (a) dissolution or
liquidation of the Company, (b) merger, consolidation or reorganization of
the Company with one or more other corporations in which the Company is not
the surviving corporation, (c) sale of all or substantially all of the assets
of the Company to another person or entity, or (d) transaction (including a
merger or reorganization in which the Company is the surviving corporation)
approved by the Board that results in any person or entity owning more than
50% of the combined voting power of all classes of stock of the Company, then
the Plan and


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all options outstanding thereunder shall terminate, except as provided in the
following sentence. If provision is made in writing in connection with such
transaction for the continuation of the Plan and either the assumption of the
options theretofore granted or the substitution for such options of new
options covering the stock of a successor corporation (or a parent or
subsidiary thereof), in either case with appropriate adjustments as to the
number and kinds of shares and exercise prices, then the Plan shall continue
in the manner and under the terms provided. If the Plan is terminated as
provided in this Section 11.3, the current Offering Period shall be deemed to
have ended on the last trading day prior to such termination, and the options
of each Participant then outstanding shall be deemed to have been
automatically exercised in accordance with Section 9.1 on such last trading
day. The Committee shall cause written notice to be sent of an event that
will result in such a termination to all Participants not later than the time
the Company gives notice thereof to its stockholders. Adjustments under this
Section 11.3 shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive.

12.      DESIGNATION OF BENEFICIARY.

         12.1 A Participant may file a written designation of a beneficiary
who is to receive a cash refund of the amount, if any, from the Participant's
Contribution Account under the Plan in the event of such Participant's death
at a time when cash is held for his or her account. Disposition of shares of
Common Stock in a Participant's Share Account upon the Participant's death
shall be in accordance with the agreement governing the Share Account.

         12.2 A designation of beneficiary pursuant to Section 12.1 may be
changed by the Participant at any time by written notice. In the event of the
death of a Participant in the absence of a valid designation of a beneficiary
who is living at the time of such Participant's death, the Company shall
deliver such cash to the executor or administrator of the estate of the
Participant; or, if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company in its discretion, may deliver
such cash to the spouse or to any one or more dependents or relatives of the
Participant; or, if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

13.      NO RIGHT TO EMPLOYMENT.

         Nothing in the Plan will interfere with or limit in any way the
right of the Company or any Participating Employer to terminate the
employment of any Employee or Participant at any time, nor confer upon any
Employee or Participant any right to continue in the employ of the Company or
any Participating Employer.

14.      RIGHTS AS A STOCKHOLDER.

         As a holder of an Option under the Plan, a Participant will have no
rights as a stockholder unless and until such Option is exercised and the
Participant becomes the holder of record of shares of Common Stock. Except as
otherwise provided in the Plan, no adjustment will be made for dividends or
distributions with respect to Options as to which there is a record date
preceding the date the Participant becomes the holder of record of such
shares, except as the Committee may determine in its sole discretion.

15.      TRANSFERABILITY.

         Neither payroll deductions credited to a Participant's Contribution
Account nor any rights with regard to the exercise of an option or to receive
shares of Common Stock under the Plan may


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be assigned, transferred, pledged or otherwise disposed of in any way (other
than by will or the laws of descent and distribution) by the Participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect

16.      NO RIGHT TO EMPLOYMENT.

         Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue
any shares of Common Stock under the Plan, and a Participant may not sell,
assign, transfer or otherwise dispose of shares of Common Stock issued
pursuant to Options granted under the Plan, unless (a) there is in effect
with respect to such shares a registration statement under the Securities Act
and any applicable state or foreign securities laws or an exemption from such
registration under the Securities Act and applicable state or foreign
securities laws, and (b) there has been obtained any other consent, approval
or permit from any other regulatory body that the Committee, in its sole
discretion, deems necessary or advisable. The Company may condition such
issuance, sale or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary
or advisable by the Company in order to comply with such securities law or
other restrictions.

17.      AMENDMENT OR TERMINATION.

         The Board may suspend or terminate the Plan or any portion thereof
at any time, and may amend the Plan from time to time in such respects as the
Board may deem advisable in order that Options under the Plan will conform to
any change in applicable laws or regulations or in any other respect the
Board may deem to be in the best interests of the Company; provided, however,
that no amendments to the Plan will be effective without approval of the
stockholders of the Company if stockholder approval of the amendment is then
required pursuant to Section 423 of the Code or the rules of any stock
exchange or similar regulatory body. Upon termination of the Plan, the
Committee, in its sole discretion, may take any of the actions described in
Section 5 of the Plan.

18.      NOTICES.

         All notices or other communications by a Participant to the Company
in connection with the Plan shall be deemed to have been duly given when
received by the Senior Vice President, Human Resource Services of the Company
or by any other person designated by the Company for the receipt of such
notices or other communications, in the form and at the location specified by
the Company.

19.      EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of November 28, 2000, the date it was
adopted by the Board and approved by the Company's sole stockholder.

17.      MISCELLANEOUS.

         The headings to sections of the Plan have been included for
convenience of reference only. The Plan shall be interpreted and construed in
accordance with the laws of the State of Delaware. References in the Plan to
"$" or "dollars" shall be deemed to refer to United States dollars unless the
context clearly indicates otherwise.


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