EXHIBIT 10.19


        UNITED SURGICAL PARTNERS INTERNATIONAL, INC. AND ITS SUBSIDIARIES
                 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

      Section 1. PURRPOSE. The purpose of United Surgical Partners
International, Inc. and its Subsidiaries Stock Option and Restricted Stock
Purchase Plan (the "Plan") is to promote the interests of United Surgical
Partners International, Inc., a Delaware corporation (the "Company"), and any
Subsidiary thereof and the interests of the Company's stockholders by providing
an opportunity to selected employees, officers and directors of the Company or
any Subsidiary thereof as of the date of the adoption of the Plan or at any time
thereafter to purchase Common Stock of the Company. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such employees and
other persons and to encourage such employees and other persons to devote their
best efforts to the business and financial success of the Company. It is
intended that this purpose will be effected by the granting of "non-qualified
stock options" and/or "incentive stock options" to acquire the Common Stock of
the Company and/or by the granting of rights to purchase the Common Stock of the
Company on a "restricted stock" basis. Under the Plan, the Committee shall have
the authority (in its sole discretion) to grant "incentive stock options" within
the meaning of Section 422(b) of the Code, "non-qualified stock options" as
described in Treasury Regulation Section 1.83-7 or any successor regulation
thereto, or "restricted stock" awards.

      No grant of "incentive stock options" shall be made under this Plan unless
such Plan is approved by the stockholders of the Company within 12 months of the
date of the adoption of such Plan.

      Section 2. DEFINITIONS. For purposes of the Plan, the following terms used
herein shall have the following meanings, unless a different meaning is clearly
required by the context:

      2.1. "AWARD" shall mean an award of the right to purchase Common Stock
granted under the provisions of Section 7 of the Plan.

      2.2. "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.

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

      2.4. "COMMITTEE" shall mean the committee of the Board of Directors
referred to in Section 5 hereof; PROVIDED that if no such committee is appointed
by the Board of Directors, the Board of Directors shall have all of the
authority and obligations of the Committee under the Plan.
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      2.5. "COMMON STOCK" shall mean the Common Stock, $.01 par value, of the
Company.

      2.6. "EMPLOYEE" shall mean (i) with respect to an ISO, any person,
including, without limitation, an officer of the Company, who, at the time an
ISO is granted to such person hereunder, is employed by the Company, any Parent
or Subsidiary thereof, and (ii) with respect to a Non-Qualified Option and/or an
Award, any person employed by, or performing services for, the Company or any
Parent or Subsidiary thereof, including, without limitation, directors,
consultants and officers.

      2.7. "ISO" shall mean an Option granted to a Participant pursuant to the
Plan that constitutes and shall be treated as an "incentive stock option" as
defined in Section 422(b) of the Code.

      2.8. "NON-QUALIFIED OPTION" shall mean an Option granted to a Participant
pursuant to the Plan that is intended to be, and qualifies as, a "non-qualified
stock option" as described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto and that shall not constitute or be treated as an
ISO.

      2.9 "OPTION" shall mean any ISO or Non-Qualified Option granted to an
Employee pursuant to the Plan.

      2.10. "PARTICIPANT" shall mean any Employee to whom an Award and/or an
Option is granted under the Plan.

      2.11. "PARENT" of the Company shall have the meaning set forth in Section
424(e) of the Code.

      2.12. "SUBSIDIARY" of the Company shall have the meaning set forth in
Section 424(f) of the Code.

      Section 3. ELIGIBILITY. Awards and/or Options may be granted to any
Employee. The Committee shall have the sole authority to select the persons to
whom Awards and/or Options are to be granted hereunder, and to determine whether
a person is to be granted a Non-Qualified Option, an ISO or an Award or any
combination thereof. No person shall have any right to participate in the Plan.
Any person selected by the Committee for participation during any one period
will not by virtue of such participation have the right to be selected as a
Participant for any other period.

      Section 4. COMMON STOCK SUBJECT TO THE PLAN.

      4.1. NUMBER OF SHARES. The total number of shares of Common Stock for
which Options and/or Awards may be granted under the Plan shall not exceed in
the aggregate one

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million seven hundred fifty thousand (1,750,000) shares of Common Stock
(subject to adjustment as provided in Section 8 hereof).

      4.2. REISSUANCE. The shares of Common Stock that may be subject to Options
and/or Awards granted under the Plan may be either authorized and unissued
shares or shares reacquired at any time and now or hereafter held as treasury
stock as the Committee may determine. In the event that any outstanding Option
expires or is terminated for any reason, the shares allocable to the unexercised
portion of such Option may again be subject to an Option and/or Award granted
under the Plan. If any shares of Common Stock issued or sold pursuant to an
Award or the exercise of an Option shall have been repurchased by the Company,
then such shares may again be subject to an Option and/or Award granted under
the Plan.

      4.3. SPECIAL ISO LIMITATIONS.

      (a) The aggregate fair market value (determined as of the date an ISO is
granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.

      (b) No ISO shall be granted to an Employee who, at the time the ISO is
granted, owns (actually or constructively under the provisions of Section 424(d)
of the Code) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless (i) the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and (ii) the ISO by its terms is not exercisable more than
five years from the date it is granted.

      4.4. LIMITATIONS NOT APPLICABLE TO NON-OUALIFIED OPTIONS OR AWARDS.
Notwithstanding any other provision of the Plan, the provisions of Sections
4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.

      Section 5. ADMINISTRATION OF THE PLAN.

      5.1. ADMINISTRATION. Subject to the proviso in Section 2.4 hereof, the
Plan shall be administered by a committee of the Board of Directors (the
"Committee") established by the Board of Directors and consisting of no less
than three persons. All members of the Committee shall be "Non-Employee
Directors" within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In the event that the
Company becomes a "publicly held corporation" within the meaning of Section
162(m) of the Code and the regulations thereunder and any successor provision
thereto (the "Section 162(m) Provisions"), all members of the Committee shall be
"outside directors" within the meaning of the Section 162(m) Provisions no later
than the earliest applicable date described in Treasury

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Regulation Section 1. 162-27(f)(2) (the "Transition Date"). The Committee
shall be appointed from time to time by, and shall serve at the pleasure of, the
Board of Directors.

      5.2. GRANT OF OPTIONS/AWARDS.

      (a) OPTIONS. The Committee shall have the sole authority and discretion
under the Plan (i) to select the Employees who are to be granted Options
hereunder; (ii) to designate whether any Option to be granted hereunder is to be
an ISO or a Non-Qualified Option; (iii) to establish the number of shares of
Common Stock that may be subject to each Option; (iv) to determine the time and
the conditions subject to which Options may be exercised in whole or in part;
      (v) to determine the amount (not less than the par value per share) and
the form of the consideration that may be used to purchase shares of Common
Stock upon exercise of any Option (including, without limitation, the
circumstances under which issued and outstanding shares of Common Stock owned by
a Participant may be used by the Participant to exercise an Option); (vi) to
impose restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances under
which shares of Common Stock acquired upon exercise of any Option may be subject
to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which shares acquired upon exercise of an Option may be
sold or otherwise transferred, including, without limitation, the circumstances
and conditions subject to which a proposed sale of shares of Common Stock
acquired upon exercise of an Option may be subject to the Company's right of
first refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to establish a vesting provision for any Option relating to the
time when (or the circumstances under which) the Option may be exercised by a
Participant, including, without limitation, vesting provisions that may be
contingent upon (A) the Company's meeting specified financial goals, (B) a
change of control of the Company or (C) the occurrence of other specified
events; (x) to accelerate the time when outstanding Options may be exercised,
PROVIDED, HOWEVER, that any ISOs shall be deemed "accelerated" within the
meaning of Section 424(h) of the Code; and (xi) to establish any other terms,
restrictions and/or conditions applicable to any Option not inconsistent with
the provisions of the Plan. Notwithstanding the foregoing, however, in the event
that the Company becomes a "publicly held corporation" within the meaning of the
Section 162(m) Provisions, the Committee will not on or after the Transition
Date grant any Non-Qualified Option to any Employee who is likely to be a
"covered employee" within the meaning of the Section 162(m) Provisions, unless
the grant of such Non-Qualified Option complies with the requirements set forth
in the Section l62(m) Provisions with respect to the Company's entitlement to a
deduction upon the exercise of such Non-Qualified Option, including without
limitation the requirements relating to objective performance goals established
by the Committee and shareholder approval.

      (b) AWARDS. The Committee shall have the sole authority and discretion
under the Plan (i) to select the Employees who are to be granted Awards
hereunder; (ii) to determine the amount to be paid by a Participant to acquire
shares of Common Stock pursuant to an Award, which amount may be equal to, more
than, or less than 100% of the fair market value of such shares on the date the
Award is granted (but in no event less than the par value of such shares);

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(iii) to determine the time or times and the conditions subject to which Awards
may be made; (iv) to determine the time or times and the conditions subject to
which the shares of Common Stock subject to an Award are to become vested and no
longer subject to repurchase by the Company; (v) to establish transfer
restrictions and the terms and conditions on which any such transfer
restrictions with respect to shares of Common Stock acquired pursuant to an
Award shall lapse; (vi) to establish vesting provisions with respect to any
shares of Common Stock subject to an Award, including, without limitation,
vesting provisions which may be contingent upon (A) the Company's meeting
specified financial goals, (B) a change of control of the Company or (C) the
occurrence of other specified events; (vii) to determine the circumstances under
which shares of Common Stock acquired pursuant to an Award may be subject to
repurchase by the Company; (viii) to determine the circumstances and conditions
subject to which any shares of Common Stock acquired pursuant to an Award may be
sold or otherwise transferred, including, without limitation, the circumstances
and conditions subject to which a proposed sale of shares of Common Stock
acquired pursuant to an Award may be subject to the Company's right of first
refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to determine the form of consideration that may be used to
purchase shares of Common Stock pursuant to an Award (including, without
limitation, the circumstances under which issued and outstanding shares of
Common Stock owned by a Participant may be used by the Participant to purchase
the Common Stock subject to an Award); (x) to accelerate the time at which any
or all restrictions imposed with respect to any shares of Common Stock subject
to an Award will lapse; and (xi) to establish any other terms, restrictions
and/or conditions applicable to any Award not inconsistent with the provisions
of the Plan. Notwithstanding the foregoing, however, in the event that the
Company becomes a "publicly held corporation" within the meaning of the Section
162(m) Provisions, the Committee will not on or after the Transition Date grant
any Award to any Employee who is likely to be a "covered employee" within the
meaning of the Section 162(m) Provisions, unless the grant of such Award
complies with the requirements set forth in the Section 162(m) Provisions with
respect to the Company's entitlement to a deduction upon the exercise of such
Award, including without limitation the requirements relating to objective
performance goals established by the Committee and shareholder approval.

      5.3. INTERPRETATION. The Committee shall be authorized to interpret the
Plan and may, from time to time, adopt such rules and regulations, not
inconsistent with the provisions of the Plan as it may deem advisable to carry
out the purposes of the Plan.

      5.4. FINALITY. The interpretation and construction by the Committee of any
provision of the Plan, any Option and/or Award granted hereunder or any
agreement evidencing any such Option and/or Award shall be final and conclusive
upon all parties.

      5.5. EXPENSES, ETC. All expenses and liabilities incurred by the Committee
in the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants or other persons in connection
with the administration of the Plan. The Company, and its officers and
directors, shall be entitled to rely upon the advice, opinions or valuations of
any such persons. No member of the Committee shall be liable for any action,

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determination or interpretation taken or made in good faith with respect
to the Plan or any Option and/or Award granted hereunder.

      Section 6. TERMS AND CONDITIONS OF OPTIONS.

      6.1. ISOS.

      (a) The terms and conditions of each ISO granted under the Plan shall be
specified by the Committee and shall be set forth in an ISO agreement between
the Company and the Participant in such form as the Committee shall approve. The
terms and conditions of each ISO shall be such that each ISO issued hereunder
shall constitute and shall be treated as an "incentive stock option" as defined
in Section 422(b) of the Code. The terms and conditions of any ISO granted
hereunder need not be identical to those of any other ISO granted hereunder.

           The terms and conditions of each ISO shall include the following:

           (i) The option price shall be fixed by the Committee but shall in no
event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of the Plan, the
fair market value per share of Common Stock as of any day shall mean the average
of the closing prices of sales of shares of Common Stock on all national
securities exchanges on which the Common Stock may at the time be listed or, if
there shall have been no sales on any such day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day the Common Stock shall not be so listed, the average of the
representative bid and asked prices quoted in the NASDAQ system as of 3:30 p.m.,
New York time, on such day, or, if on any day the Common Stock shall not be
quoted in the NASDAQ system, the average of the high and low bid and asked
prices on such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or any similar successor organization. If at any
time the Common Stock is not listed on any national securities exchange or
quoted in the NASDAQ system or the over-the-counter market, the fair market
value of the shares of Common Stock subject to an Option on the date the ISO is
granted shall be the fair market value thereof determined in good faith by the
Board of Directors.

           (ii) ISOs, by their terms, shall not be transferable otherwise than
by will or the laws of descent and distribution, and, during a Participant's
lifetime, an ISO shall be exercisable only by the Participant.

           (iii) The Committee shall fix the term of all ISOs granted pursuant
to the Plan (including, without limitation, the date on which such ISO shall
expire and terminate); PROVIDED, HOWEVER, that such term shall in no event
exceed ten years from the date on which such ISO is granted (or, in the case of
an ISO granted to an Employee referred to in

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      Section 4.3(b) hereof, such term shall in no event exceed five years from
the date on which such ISO is granted). Each ISO shall be exercisable in such
amount or amounts, under such conditions and at such times or intervals or in
such installments as shall be determined by the Committee in its sole
discretion.

      (b) To the extent that the Company or any Parent or Subsidiary of the
Company is required to withhold any Federal, state or local taxes in respect of
any compensation income realized by any Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon exercise
of an ISO granted hereunder, the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld or, if such payments are
insufficient to satisfy such Federal, state or local taxes, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Board of
Directors, in its sole discretion.

      (c) The terms and conditions of each ISO may include the following
provisions:

           (i) In the event a Participant shall cease to be an Employee of the
Company or any Parent or Subsidiary of the Company on a full-time basis for any
reason other than as a result of his death or "disability" (within the meaning
of Section 22(e)(3) of the Code), the unexercised portion of any ISO held by
such Participant at that time may only be exercised within one month after the
date on which the Participant ceased to be an Employee, and only to the extent
that the Participant could have otherwise exercised such ISO as of the date on
which he ceased to be an Employee.

           (ii) In the event a Participant shall cease to be an Employee of the
Company or any Parent or Subsidiary of the Company on a full-time basis by
reason of his "disability" (within the meaning of Section 22(e)(3) of the Code),
the unexercised portion of any ISO held by such Participant at that time may
only be exercised within one year after the date on which the Participant ceased
to be an Employee, and only to the extent that the Participant could have
otherwise exercised such ISO as of the date on which he ceased to be an
Employee.

           (iii) In the event a Participant shall die while an Employee of the
Company or a Parent or Subsidiary of the Company (or within a period of one
month after ceasing to be an Employee for any reason other than his "disability"
(within the meaning of Section 22(e)(3) of the Code) or within a period of one
year after ceasing to be an Employee by reason of such "disability"), the
unexercised portion of any ISO held by such Participant at the time of his death
may only be exercised within one year after the date of such Participant's
death, and only to the extent that the Participant could have otherwise
exercised such ISO at the time of his death. In such event, such ISO may be
exercised by

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the executor or administrator of the Participant's estate or by any
person or persons who shall have acquired the ISO directly from the Participant
by bequest or inheritance.

      6.2. NON-OUALIFIED OPTIONS.

      (a) The terms and conditions of each Non-Qualified Option granted under
the Plan shall be specified by the Committee, in its sole discretion, and shall
be set forth in a written option agreement between the Company and the
Participant in such form as the Committee shall approve. The terms and
conditions of each Non-Qualified Option will be such (and each Non-Qualified
Option agreement shall expressly so state) that each Non-Qualified Option issued
hereunder shall not constitute nor be treated as an "incentive stock option" as
defined in Section 422(b) of the Code, but will be a "non-qualified stock
option" for Federal, state and local income tax purposes. The terms and
conditions of any Non-Qualified Option granted hereunder need not be identical
to those of any other Non-Qualified Option granted hereunder.

      The terms and conditions of each Non-Qualified Option Agreement shall
include the following:

           (i) The option (exercise) price shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Non-Qualified Option on the date such
Non-Qualified Option is granted as determined in good faith by the Committee.

           (ii) The Committee shall fix the term of all Non-Qualified Options
granted pursuant to the Plan (including, without limitation, the date on which
such Non-Qualified Option shall expire and terminate). Such term may be more
than ten years from the date on which such Non-Qualified Option is granted. Each
Non-Qualified Option shall be exercisable in such amount or amounts, under such
conditions (including, without limitation, provisions governing the rights to
exercise such Non-Qualified Option), and at such times or intervals or in such
installments as shall be determined by the Committee in its sole discretion.

           (iii) Non-Qualified Options shall not be transferable otherwise than
by will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.

      (b) The terms and conditions of each Non-Qualified Option may include the
following provisions:

           (i) In the event a Participant shall cease to be an Employee of the
Company or any Parent or Subsidiary of the Company on a full-time basis for any
reason other than as a result of his death or "disability" (within the meaning
of Section 22(e)(3) of the Code), the unexercised portion of any Non-Qualified
Option held by such Participant at that time may

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only be exercised within one month after the date on which the
Participant ceased to be an Employee, and only to the extent that the
Participant could have otherwise exercised such Non-Qualified Option as of the
date on which he ceased to be an Employee.

           (ii) In the event a Participant shall cease to be an Employee of the
Company or any Parent or Subsidiary of the Company on a full-time basis by
reason of his "disability" (within the meaning of Section 22(e)(3) of the Code),
the unexercised portion of any Non-Qualified Option held by such Participant at
that time may only be exercised within one year after the date on which the
Participant ceased to be an Employee, and only to the extent that the
Participant could have otherwise exercised such Non-Qualified Option as of the
date on which he ceased to be an Employee.

           (iii) In the event a Participant shall die while an Employee of the
Company or a Parent or Subsidiary of the Company (or within a period of one
month after ceasing to be an Employee for any reason other than his "disability"
(within the meaning of Section 22(e)(3) of the Code) or within a period of one
year after ceasing to be an Employee by reason of such "disability"), the
unexercised portion of any Non-Qualified Option held by such Participant at the
time of his death may only be exercised within one year after the date of such
Participant's death, and only to the extent that the Participant could have
otherwise exercised such Non-Qualified Option at the time of his death. In such
event, such Non-Qualified Option may be exercised by the executor or
administrator of the Participant's estate or by any person or persons who shall
have acquired the Non-Qualified Option directly from the Participant by bequest
or inheritance.

      (c) To the extent that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by any
Participant in respect of a Non-Qualified Option granted hereunder or in respect
of any shares of Common Stock acquired upon exercise of a Non-Qualified Option,
the Company shall deduct from any payments of any kind otherwise due to such
Participant the aggregate amount of such Federal, state or local taxes required
to be so withheld or, if such payments are insufficient to satisfy such Federal,
state or local taxes, or if no such payments are due or to become due to such
Participant, then, such Participant will be required to pay to the Company, or
make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with respect to
the total amount of taxes to be withheld in respect of any such compensation
income shall be determined by the Committee, in its sole discretion.

      7. TERMS AND CONDITIONS OF AWARDS. The terms and conditions of each Award
granted under the Plan shall be specified by the Committee, in its sole
discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Committee shall approve. The
terms and provisions of any Award granted hereunder need not be identical to
those of any other Award granted hereunder.

      The terms and conditions of each Award may include the following:

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      (a) The amount to be paid by a Participant to acquire the shares of Common
Stock pursuant to an Award shall be fixed by the Committee and may be equal to,
more than or less than 100% of the fair market value of the shares of Common
Stock subject to the Award on the date the Award is granted (but in no event
less than the par value of such shares).

      (b) Each Award shall contain such vesting provisions, such transfer
restrictions and such other restrictions and conditions as the Committee, in its
sole discretion, may determine, including, without limitation, the circumstances
under which the Company shall have the right and option to repurchase shares of
Common Stock acquired pursuant to an Award.

      (c) Stock certificates representing Common Stock acquired pursuant to an
Award shall bear a legend referring to any restrictions imposed on such Stock
and such other matters as the Committee may determine.

      (d) To the extent that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by the
Participant in respect of an Award granted hereunder, in respect of any shares
acquired pursuant to an Award, or in respect of the vesting of any such shares
of Common Stock, then the Company shall deduct from any payments of any kind
otherwise due to such Participant the aggregate amount of such Federal, state or
local taxes required to be so withheld, or if such payments are insufficient to
satisfy such Federal, state or local taxes, or if no such payments are due or to
become due to such Participant, then such Participant will be required to pay to
the Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Committee, in its sole
discretion.

      Section 8. ADJUSTMENTS. (a) In the event that, after the adoption of the
Plan by the Board of Directors, the outstanding shares of the Company's Common
Stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another entity in each such case through reorganization, merger or
consolidation, recapitalization, reclassification, stock split, split-up,
combination or exchange of shares or declaration of any dividends payable in
Common Stock, the Committee in good faith shall, subject to the provisions of
Section 8(c) below if the circumstances therein specified are applicable,
appropriately adjust (i) the number of shares of Common Stock (and the option
price per share) subject to the unexercised portion of any outstanding Option
(to the nearest possible full share); PROVIDED, HOWEVER, that the limitations of
Section 424 of the Code shall apply with respect to adjustments made to ISOs,
      (ii) the number of shares of Common Stock to be acquired pursuant to an
Award which have not become vested, and (iii) the number of shares of Common
Stock for which Options and/or Awards may be granted under the Plan, as set
forth in Section 4.1 hereof, and such adjustments shall be effective and binding
for all purposes of the Plan.

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      (b) If any capital reorganization or reclassification of the capital stock
of the Company or any consolidation or merger of the Company with another
entity, or the sale of all or substantially all its assets to another entity,
shall be effected in such a way that holders of Common Stock shall be entitled
to receive stock, securities or assets with respect to or in exchange for Common
Stock, then, subject to the provisions of Section 8(c) below if the
circumstances therein specified are applicable, each holder of an Option shall
thereafter have the right to purchase, upon the exercise of the Option in
accordance with the terms and conditions specified in the option agreement
governing such Option and in lieu of the shares of Common Stock immediately
theretofore receivable upon the exercise of such Option, such shares of stock,
securities or assets (including, without limitation, cash) as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore so receivable had such reorganization, reclassification,
consolidation, merger or sale not taken place.

      (c) Notwithstanding Sections 8(a) and 8(b) hereof, in the event of (i) any
offer to holders of the Company's Common Stock generally relating to the
acquisition of all or substantially all of their shares, including, without
limitation, through purchase, merger or otherwise, or (ii) any proposed
transaction generally relating to the acquisition of substantially all of the
assets or business of the Company (herein sometimes referred to as an
"Acquisition"), the Board of Directors may, in its sole discretion, cancel any
outstanding Options (PROVIDED, HOWEVER, that the limitations of Section 424 of
the Code shall apply with respect to adjustments made to ISO's) and pay or
deliver, or cause to be paid or delivered, to the holder thereof an amount in
cash or securities having a value (as determined by the Board of Directors
acting in good faith) equal to the product of (A) the number of shares of Common
Stock (the "Option Shares") that, as of the date of the consummation of such
Acquisition, the holder of such Option had become entitled to purchase (and had
not purchased) multiplied by (B) the amount, if any, by which (1) the formula or
fixed price per share paid to holders of shares of Common Stock pursuant to such
Acquisition exceeds (2) the option price applicable to such Option Shares.

      Section 9. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP. Neither the Plan
nor any Option and/or Award granted hereunder to a Participant shall be
construed as conferring upon such Participant any right to continue in the
employ of (or otherwise provide services to) the Company or any Subsidiary or
Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or other
relationship with the Company or any Subsidiary or Parent, as the case may be,
at any time.

      Section 10. AMENDMENT OF THE PLAN. The Board of Directors may amend the
Plan from time to time as it deems desirable; PROVIDED, HOWEVER, that, without
the approval of the holders of a majority of the outstanding capital stock of
the Company entitled to vote thereon or consent thereto, the Board of Directors
may not amend the Plan (i) to increase (except for increases due to adjustments
in accordance with Section 8 hereof) the aggregate number of shares of Common
Stock for which Options and/or Awards may be granted hereunder, (ii) to decrease

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the minimum exercise price specified by the Plan in respect of ISOs or
(iii) to change the class of Employees eligible to receive ISOs under the Plan.

      Section 11. TERMINATION OF THE PLAN. The Board of Directors may terminate
the Plan at any time. Unless the Plan shall theretofore have been terminated by
the Board of Directors, the Plan shall terminate ten years after the date of its
initial adoption by the Board of Directors. No Option and/or Award may be
granted hereunder after termination of the Plan. The termination or amendment of
the Plan shall not alter or impair any rights or obligations under any Option
and/or Award theretofore granted under the Plan.

      Section 12. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of
April 30, 1998, the date on which the Plan was adopted by the Board of
Directors.

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