SUCCESS BANCSHARES, INC. 
                            1999 STOCK OPTION PLAN 
                              SECTION 1.  PURPOSE

The purpose of the Success Bancshares, Inc. 1999 Stock Option Plan (the "Plan")
is to enhance the long-term stockholder value of Success Bancshares, Inc., a
Delaware corporation (the "Company"), by offering opportunities to employees,
directors, officers, consultants, agents, advisors and independent contractors
of the Company and its wholly owned subsidiary, Success National Bank, N.A., an
Illinois banking corporation ("Subsidiary"), to participate in the Company's
growth and success, and to encourage them to remain in the service of the
Company and its Subsidiary and to acquire and maintain stock ownership in the
Company. 

                           SECTION 2.  DEFINITIONS 

For purpose of the Plan, the following terms shall be defined as set forth
below: 

2.1  BOARD 

     "Board" means the Board of Directors of the Company. 

2.2  CAUSE 

     "Cause" means dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations), in each case
as determined by the Plan Administrator, and its determination shall be
conclusive and binding. 

2.3  CODE 

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.  

2.4  COMMON STOCK 

     "Common Stock" means the common stock, no par value, of the Company. 

2.5  CORPORATE TRANSACTION 

     "Corporate Transaction" means any of the following events: 

     (a)  Consummation of any merger or consolidation of the Company in which
the Company is not the continuing or surviving corporation, or pursuant to
which shares of the Common Stock are converted into cash, securities or other
property (other than a merger of the Company in which the holders of Common
Stock immediately prior to the merger have the same proportionate ownership of
capital stock of the surviving corporation immediately after the merger); 

     (b)  Consummation of any sale, lease, exchange or other transfer in one
transaction or a series of related transactions of all or substantially all of
the Company's assets other than a transfer of the Company's assets to a
majority-owned subsidiary corporation (as the term "subsidiary corporation" is
defined in Section 8.3) of the Company; or <PAGE>



     (c)  Approval by the holders of the Common Stock of any plan or proposal
for the liquidation or dissolution of the Company. 

     Ownership of voting securities shall take into account and shall include
ownership as determined by applying Rule 13d-3(d) (1) (i) (as in effect on the
date of adoption of the Plan) under the Exchange Act. 

2.6  DISABILITY 

     "Disability" means "disability" as that term is defined for purposes of
Section 22(e)(3) of the Code. 

2.7  EXCHANGE ACT 

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

2.8  FAIR MARKET VALUE 

     The "Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the average of the high and low per share sales prices for the Common
Stock as reported by the Nasdaq National Market for a single trading day or (b)
if the Common Stock is listed on the New York Stock Exchange or the American
Stock Exchange, the average of the high and low per share sales prices for the
Common Stock as such price is officially quoted in the composite tape of
transactions on such exchange for a single trading day. If there is no such
reported price for the Common Stock for the date in question, then such price
on the last preceding date for which such price exists shall be determinative
of the Fair Market Value. 

2.9  GRANT DATE 

     "Grant Date" means the date the Plan Administrator adopted the granting
resolution. If, however, the Plan Administrator designates in a resolution a
later date as the date an Option is to be granted, then such later date shall
be the "Grant Date." 

2.10 INCENTIVE STOCK OPTION 

     "Incentive Stock Option" means an Option to purchase Common Stock granted
under Section 7 with the intention that it qualify as an "incentive stock
option" as that term is defined in Section 422 of the Code. 

2.11 NONQUALIFIED STOCK OPTION 

     "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 other than an Incentive Stock Option. 

2.12 OPTION 

     "Option" means the right to purchase Common Stock granted under Section 7.

2.13 OPTIONEE 

     "Optionee" means (i) the person to whom an Option is granted; (ii) for an
Optionee who has died, the personal representative of the Optionee's estate,
the person(s) to whom the Optionee's rights under the Option have passed by<PAGE>



will or by the applicable laws of descent and distribution, or the beneficiary
designated in accordance with Section 9; or (iii) person(s) to whom an Option
has been transferred in accordance with Section 9. 

2.14 PLAN ADMINISTRATOR 

     "Plan Administrator" means the Board or any committee of the Board
designated to administer the Plan under Section 3.1. 

2.15 SECURITIES ACT 

     "Securities Act" means the Securities Act of 1933, as amended. SECTION 3.
ADMINISTRATION 

3.1  PLAN ADMINISTRATOR 

     The Plan shall be administered by the Board or a committee or committees
(which term includes subcommittees) appointed by, and consisting of two or more
members of, the Board. If and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the Plan Administrator and the membership of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a)
"outside directors" as contemplated by Section 162(m) of the Code and (b)
"nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act.
The Board may delegate the responsibility for administering the Plan with
respect to designated classes of eligible persons to different committees
consisting of one or more members of the Board, subject to such limitations as
the Board deems appropriate. Committee members shall serve for such term as the
Board may determine, subject to removal by the Board at any time. 

3.2  ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR 

     Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Options under the Plan, including the
selection of individuals to be granted Options, the type of Options, the number
of shares of Common Stock subject to an Option, all terms, conditions,
restrictions and limitations, if any, of an Option and the terms of any
instrument that evidences the Option. The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the
Plan Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate
administrative duties to such of the Company's officers as it so determines.

                     SECTION 4.  STOCK SUBJECT TO THE PLAN

4.1  AUTHORIZED NUMBER OF SHARES 

     Subject to adjustment from time to time as provided in Section 10.1, a
maximum of 200,000 shares of Common Stock shall be available for issuance under
the Plan.  Shares issued under the Plan shall be drawn from authorized and
unissued shares or shares now held or subsequently acquired by the Company as
treasury shares. <PAGE>




4.2  REUSE OF SHARES 

     Any shares of Common Stock that have been made subject to an Option that
cease to be subject to the Option (other than by reason of exercise of the
Option to the extent it is exercised for shares) shall again be available for
issuance in connection with future grants of Options under the Plan; provided,
however, that for purposes of Section 4.2, any such shares shall be counted in
accordance with the requirements of Section 162(m) of the Code. 

                           SECTION 5.  ELIGIBILITY 

     Options may be granted under the Plan to those officers, directors and
employees of the Company and its Subsidiary as the Plan Administrator from time
to time selects. Options may also be granted to consultants, agents, advisors
and independent contractors who provide services to the Company and its
Subsidiary. 

                              SECTION 6.  AWARDS 

6.1  FORM AND GRANT OF OPTIONS 

     The Plan Administrator shall have the authority, in its sole discretion,
to determine the type or types of awards to be made under the Plan. Such awards
may consist of Incentive Stock Options and/or Nonqualified Stock Options.
Options may be granted singly or in combination. 

6.2  ACQUIRED COMPANY OPTION AWARDS 

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Options under the Plan in substitution for awards
issued under other plans, or assume under the Plan awards issued under other
plans, if the other plans are or were plans of other acquired entities
("Acquired Entities") (or the parent of an Acquired Entity) and the new Option
is substituted, or the old award is assumed, by reason of a merger,
consolidation, acquisition of property or of stock, reorganization or
liquidation (the "Acquisition Transaction"). In the event that a written
agreement pursuant to which the Acquisition Transaction is completed is
approved by the Board and said agreement sets forth the terms and conditions of
the substitution for or assumption of outstanding awards of the Acquired
Entity, said terms and conditions shall be deemed to be the action of the Plan
Administrator without any further action by the Plan Administrator, except as
may be required for compliance with Rule 16b-3 under the Exchange Act, and the
persons holding such awards shall be deemed to be Optionees. 

                 SECTION 7.  TERMS AND CONDITIONS OF OPTIONS 

7.1  GRANT OF OPTIONS 

     The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified
Stock Options, which shall be appropriately designated. 

7.2  OPTION EXERCISE PRICE 

     The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the<PAGE>



Fair Market Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options. 

7.3  TERM OF OPTIONS 

     The term of each Option shall be as established by the Plan Administrator
or, if not so established, shall be 10 years from the Grant Date. 

7.4  EXERCISE AND VESTING OF OPTIONS 

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which or the installments in which the
Option shall vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time (provided, however, that no
Option may become exercisable until at least six months from the Grant Date).
If not so established in the instrument evidencing the Option, the Option will
become exercisable and the shares subject to the Option will vest according to
the following schedule, which may be waived or modified by the Plan
Administrator at any time:

         Period of Optionee's Continuous 
         Employment or Service with the 
         Company or Its Subsidiary From         Percent of Total Option
                  the Grant Date                     that is Vested

                  After 2 years                        25% 
                  After 3 years                        50% 
                  After 4 years                        75% 
                  After 5 years                        100%

     To the extent that the right to purchase shares has accrued thereunder, an
Option may be exercised from time to time by written notice to the Company, in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised and
accompanied by payment in full as described in Section 7.5.  

7.5  PAYMENT OF EXERCISE PRICE 

     The exercise price for shares purchased under an Option shall be paid in
full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased. Such consideration
must be paid in cash or by check or, unless the Plan Administrator in its sole
discretion determines otherwise, either at the time the Option is granted or at
any time before it is exercised, a combination of cash and/or check (if any)
and one or both of the following alternative forms: (a) tendering (either
actually or, if and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, by attestation) Common Stock already owned
by the Optionee for at least six months (or any shorter period necessary to
avoid a charge to the Company's earnings for financial reporting purposes)
having a Fair Market Value on the day prior to the exercise date equal to the
aggregate Option exercise price or by transferring shares of Common Stock
having a Fair Market Value on the day prior to the exercise date equal to the
aggregate Option exercise price to the Company's transfer agent for delivery to
the Company provided that the written notice of exercise is accompanied by a
written acknowledgment by the Optionee that the Optionee has instructed his
broker dealer to transfer such shares and such transfer is confirmed by a
letter from a broker dealer acknowledging that the Optionee has directed such<PAGE>



broker dealer to transfer such shares; or (b) if and so long as the Common
Stock is registered under Section 12(b) or 12(g) of the Exchange Act, delivery
of a properly executed exercise notice, together with irrevocable instructions,
to (i) a brokerage firm designated by the Company to deliver promptly to the
Company the aggregate amount of sale or loan proceeds to pay the Option
exercise price and any withholding tax obligations that may arise in connection
with the exercise and (ii) the Company to deliver the certificates for such
purchased shares directly to such brokerage firm, all in accordance with the
regulations of the Federal Reserve Board. In addition, the exercise price for
shares purchased under an Option may be paid, either singly or in combination
with one or more of the alternative forms of payment authorized by this Section
7.5, by such other consideration as the Plan Administrator may permit. 

7.6  POST-TERMINATION EXERCISES 

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable,
and the terms and conditions of such exercise, if an Optionee ceases to be
employed by, or to provide services to, the Company or its Subsidiary, which
provisions may be waived or modified by the Plan Administrator at any time. If
not so established in the instrument evidencing the Option, the Option will be
exercisable according to the following terms and conditions, which may be
waived or modified by the Plan Administrator at any time. 

     In case of termination of the Optionee's employment or services other than
by reason of death or Cause, the Option shall be exercisable, to the extent of
the number of shares vested at the date of such termination, only (a) within
six months (twelve months for non-employee Directors) of such termination if
the termination of the Optionee's employment or services is coincident with
Disability or (b) within three months (twelve months for non-employee
Directors) after the date the Optionee ceases to be an employee, director,
officer, consultant, agent, advisor or independent contractor of the Company or
its Subsidiary, but in no event later than the remaining term of the Option.
Any Option exercisable at the time of the Optionee's death may be exercised, to
the extent of the number of shares vested at the date of the Optionee's death,
by the personal representative of the Optionee's estate, the person(s) to whom
the Optionee's rights under the Option have passed by will or the applicable
laws of descent and distribution or the beneficiary designated pursuant to
Section 9 at any time or from time to time within six months (twelve months for
non-employee Directors) after the date of death, but in no event later than the
remaining term of the Option. Any portion of an Option that is not vested on
the date of termination of the Optionee's employment or services shall
terminate on such date, unless the Plan Administrator determines otherwise. In
case of termination of the Optionee's employment or services for Cause, the
Option shall automatically terminate upon first notification to the Optionee of
such termination, unless the Plan Administrator determines otherwise. If an
Optionee's employment or services with the Company are suspended pending an
investigation of whether the Optionee shall be terminated for Cause, all the
Optionee's rights under any Option likewise shall be suspended during the
period of investigation. 

     With respect to employees, unless the Plan Administrator at any time
determines otherwise, "termination of the Optionee's employment or services"
for purposes of the Plan (including without limitation this Section 7), shall
mean any reduction in the Optionee's regular hours of employment to less than
thirty (30) hours per week. A transfer of employment or services between or
among the Company and its Subsidiary shall not be considered a termination of<PAGE>



employment or services. The effect of a Company-approved leave of absence on
the terms and conditions of an Option shall be determined by the Plan
Administrator, in its sole discretion. 

                SECTION 8.  INCENTIVE STOCK OPTION LIMITATIONS 

     To the extent required by Section 422 of the Code, Incentive Stock Options
shall be subject to the following additional terms and conditions: 

8.1  DOLLAR LIMITATION 

     To the extent the aggregate Fair Market Value (determined as of the Grant
Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be subject to delayed exercisability or treated as a
Nonqualified Stock Option as set forth by the Plan Administrator in the
agreement(s) evidencing the Option. In the event the Optionee holds two or more
such Options that become exercisable for the first time in the same calendar
year, such limitation shall be applied on the basis of the order in which such
Options are granted. 

8.2  10% STOCKHOLDERS 

     If an individual owns more than 10% of the total voting power of all
classes of the Company's stock, then the exercise price per share of an
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Grant Date and the Option term shall not exceed five
years. The determination of 10% ownership shall be made in accordance with
Section 422 of the Code. 

8.3  ELIGIBLE EMPLOYEES 

     Individuals who are not employees of the Company or its subsidiary
corporation may not be granted Incentive Stock Options. For purposes of this
Section 8.3, "subsidiary corporation" shall have the meaning attributed to that
term in Section 422 of the Code. 

8.4  TERM 

     The term of an Incentive Stock Option shall not exceed 10 years. 

8.5  EXERCISABILITY 

     To qualify for Incentive Stock Option tax treatment, an Option designated
as an Incentive Stock Option must be exercised within three months after
termination of employment for reasons other than death, except that, in the
case of termination of employment due to total disability, such Option must be
exercised within one year after such termination. Employment shall not be
deemed to continue beyond the first 90 days of a leave of absence unless the
Optionee's reemployment rights are guaranteed by statute or contract. For
purposes of this Section 8.5, "total disability" shall mean a mental or
physical impairment of the Optionee that is expected to result in death or that
has lasted or is expected to last for a continuous period of 12 months or more
and that causes the Optionee to be unable, in the opinion of the Company, to
perform his or her duties for the Company or its Subsidiary and to be engaged
in any substantial gainful activity. Total disability shall be deemed to have<PAGE>



occurred on the first day after the Company or its Subsidiary has furnished its
opinion of total disability to the Plan Administrator. 

8.6  TAXATION OF INCENTIVE STOCK OPTIONS 

     In order to obtain certain tax benefits afforded to Incentive Stock
Options under Section 422 of the Code, the Optionee must hold the shares issued
upon the exercise of an Incentive Stock Option for two years after the Grant
Date of the Incentive Stock Option and one year from the date of exercise. An
Optionee may be subject to the alternative minimum tax at the time of exercise
of an Incentive Stock Option. The Plan Administrator may require an Optionee to
give the Company prompt notice of any disposition of shares acquired by the
exercise of an Incentive Stock Option prior to the expiration of such holding
periods. 

                          SECTION 9.  ASSIGNABILITY 

     No Option granted under the Plan may be assigned, pledged or transferred
by the Optionee other than by will or by the applicable laws of descent and
distribution, and, during the Optionee's lifetime, such Option may be exercised
only by the Optionee or a permitted assignee or transferee of the Optionee (as
provided below). Notwithstanding the foregoing, and to the extent permitted by
Section 422 of the Code, the Plan Administrator, in its sole discretion, may
permit such assignment, transfer and exercisability and may permit an Optionee
to designate a beneficiary who may exercise the Option after the Optionee's
death; provided, however, that any Option so assigned or transferred shall be
subject to all the same terms and conditions contained in the instrument
evidencing the Option. 

                           SECTION 10.  ADJUSTMENTS 

10.1 ADJUSTMENT OF SHARES 

     In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock of the Company, then the Plan
Administrator shall make proportional adjustments in (i) the maximum number and
kind of securities subject to the Plan as set forth in Section 4.1, (ii) the
maximum number and kind of securities that may be made subject to options to
any individual as set forth in Section 4.2, and (iii) the number and kind of
securities that are subject to any outstanding Option and the per share price
of such securities, without any change in the aggregate price to be paid
therefor. The determination by the Plan Administrator as to the terms of any of
the foregoing adjustments shall be conclusive and binding. 

10.2 CORPORATE TRANSACTION 

     Except as otherwise provided in the instrument that evidences the Option,
in the event of a Corporate Transaction, the Plan Administrator shall determine
whether provision will be made in connection with the Corporate Transaction for
an appropriate assumption of the Options theretofore granted under the Plan<PAGE>



(which assumption may be effected by means of a payment to each Optionee (by
the Company or any other person or entity involved in the Corporate
Transaction), in exchange for the cancellation of the Options held by such
Optionee, of the difference between the then Fair Market Value of the aggregate
number of shares of Common Stock then subject to such Options and the aggregate
exercise price that would have to be paid to acquire such shares) or for
substitution of appropriate new options covering stock of a successor
corporation to the Company or stock of an affiliate of such successor
corporation. If the Plan Administrator determines that such an assumption or
substitution will be made, the Plan Administrator shall give notice of such
determination to the Optionees, and the provisions of such assumption or
substitution, and any adjustments made (i) to the number and kind of shares
subject to the outstanding Options (or to the options in substitution
therefor), (ii) to the exercise prices, and/or (iii) to the terms and
conditions of the stock options, shall be binding on the Optionees. Any such
determination shall be made in the sole discretion of the Plan Administrator
and shall be final, conclusive and binding on all Optionees. If the Plan
Administrator, in its sole discretion, determines that no such assumption or
substitution will be made, each Option that is exercisable but not exercised
and each Option that is not exercisable prior to the specified effective date
for the Corporate Transaction, shall terminate and cease to remain outstanding
immediately following the consummation of the Corporate Transaction, except to
the extent assumed by the successor corporation or an affiliate thereof. 

10.3 FURTHER ADJUSTMENT OF OPTIONS 

     Subject to Section 10.2, the Plan Administrator shall have the discretion,
exercisable at any time before a sale, merger, consolidation, reorganization,
liquidation or change in control of the Company, as defined by the Plan
Administrator, to take such further action as it determines to be necessary or
advisable, and fair and equitable to Optionees, with respect to Options. Such
authorized action may include (but shall not be limited to) establishing,
amending or waiving the type, terms, conditions or duration of, or restrictions
on, Options so as to provide for earlier, later, extended or additional time
for exercise and other modifications, and the Plan Administrator may take such
actions with respect to all Optionees, to certain categories of Optionees or
only to individual Optionees. The Plan Administrator may take such action
before or after granting Options to which the action relates and before or
after any public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation or change in control that is the reason for such
action. 

10.4 LIMITATIONS 

     The grant of Options will in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets. 

                           SECTION 11.  WITHHOLDING 

     The Company may require the Optionee to pay to the Company the amount of
any withholding taxes that the Company is required to withhold with respect to
the grant or exercise of any Option. Subject to the Plan and applicable law,
the Plan Administrator may, in its sole discretion, permit the Optionee to
satisfy withholding obligations, in whole or in part, by paying cash, by
electing to have the Company withhold shares of Common Stock or by transferring<PAGE>



shares of Common Stock to the Company, in such amounts as are equivalent to the
Fair Market Value of the withholding obligation. The Company shall have the
right to withhold from any shares of Common Stock issuable pursuant to an
Option or from any cash amounts otherwise due or to become due from the Company
to the Optionee an amount equal to such taxes. The Company may also deduct from
any Option any other amounts due from the Optionee to the Company or its
Subsidiary. 

                SECTION 12.  AMENDMENT AND TERMINATION OF PLAN 

12.1 AMENDMENT OF PLAN 

     The Plan may be amended only by the Board in such respects as it shall
deem advisable; however, to the extent required for compliance with Section 422
of the Code or any applicable law or regulation, stockholder approval will be
required for any amendment that will (a) increase the total number of shares as
to which Options may be granted under the Plan, (b) modify the class of persons
eligible to receive Options, or (c) otherwise require stockholder approval
under any applicable law or regulation. 

12.2 TERMINATION OF PLAN 

     The Board may suspend or terminate the Plan at any time. The Plan will
have no fixed expiration date; provided, however, that no Incentive Stock
Options may be granted more than 10 years after the earlier of the Plan's
adoption by the Board and approval by the stockholders. 

12.3 CONSENT OF OPTIONEE 

     The amendment or termination of the Plan shall not, without the consent of
the Optionee, impair or diminish any rights or obligations under any Option
theretofore granted under the Plan. 

     Any change or adjustment to an outstanding Incentive Stock Option shall
not, without the consent of the Optionee, be made in a manner so as to
constitute a "modification" that would cause such Incentive Stock Option to
fail to continue to qualify as an Incentive Stock Option. 

                             SECTION 13.  GENERAL 

13.1 OPTION AGREEMENTS 

     Options granted under the Plan shall be evidenced by a written agreement
that shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and that are not inconsistent with the
Plan. 

13.2 CONTINUED EMPLOYMENT OR SERVICES; RIGHTS IN OPTIONS 

     None of the Plan, participation in the Plan or any action of the Plan
Administrator taken under the Plan shall be construed as giving any person any
right to be retained in the employ of the Company or limit the Company's right
to terminate the employment or services of any person. 

13.3 REGISTRATION <PAGE>



     The Company shall be under no obligation to any Optionee to register for
offering or resale or to qualify for exemption under the Securities Act, or to
register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if
made. The Company may issue certificates for shares with such legends and
subject to such restrictions on transfer and stop-transfer instructions as
counsel for the Company deems necessary or desirable for compliance by the
Company with federal and state securities laws. 

     Inability of the Company to obtain, from any regulatory body having
jurisdiction, the authority deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any shares hereunder or the unavailability of
an exemption from registration for the issuance and sale of any shares
hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of such shares as to which such requisite authority shall
not have been obtained. 

     As a condition to the exercise of an Option, the Company may require the
Optionee to represent and warrant at the time of any such exercise or receipt
that such shares are being purchased or received only for the Optionee's own
account and without any present intention to sell or distribute such shares if,
in the opinion of counsel for the Company, such a representation is required by
any relevant provision of the aforementioned laws. At the option of the
Company, a stop-transfer order against any such shares may be placed on the
official stock books and records of the Company, and a legend indicating that
such shares may not be pledged, sold or otherwise transferred, unless an
opinion of counsel is provided (concurred in by counsel for the Company)
stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on stock certificates to ensure exemption from
registration. The Plan Administrator may also require such other action or
agreement by the Optionee as may from time to time be necessary to comply with
the federal and state securities laws. 

13.4 NO RIGHTS AS A STOCKHOLDER 

     No Option shall entitle the Optionee to any dividend, voting or other
right of a stockholder unless and until the date of issuance under the Plan of
the shares that are the subject of such Option, free of all applicable
restrictions. 

13.5 COMPLIANCE WITH LAWS AND REGULATIONS 

     Notwithstanding anything in the Plan to the contrary, the Board, in its
sole discretion, may bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to Optionees who are officers or directors
subject to Section 16 of the Exchange Act without so restricting, limiting or
conditioning the Plan with respect to other Optionees. Additionally, in
interpreting and applying the provisions of the Plan, any Option granted as an
Incentive Stock Option pursuant to the Plan shall, to the extent permitted by
law, be construed as an "incentive stock option" within the meaning of Section
422 of the Code. 

13.6 NO TRUST OR FUND 

     The Plan is intended to constitute an "unfunded" plan. Nothing contained
herein shall require the Company to segregate any monies or other property, or<PAGE>



shares of Common Stock, or to create any trusts, or to make any special
deposits for any immediate or deferred amounts payable to any Optionee, and no
Optionee shall have any rights that are greater than those of a general
unsecured creditor of the Company. 

13.7 SEVERABILITY 

     If any provision of the Plan or any Option is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Option under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform
to applicable laws, or, if it cannot be so construed or deemed amended without,
in the Plan Administrator's determination, materially altering the intent of
the Plan or the Option, such provision shall be stricken as to such
jurisdiction, person or Option, and the remainder of the Plan and any such
Option shall remain in full force and effect. 

                         SECTION 14.  EFFECTIVE DATE 

     The Plan's effective date is the date on which it is adopted by the Board,
so long as it is approved by the Company's stockholders at any time within 12
months of such adoption. Adopted by the Board on ________ __, 1999 and approved
by the Company's stockholders on ________ __, 1999.<PAGE>



                   PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS


 Date of Adoption/Amendment                                 Date of Stockholder
     Adjustment               Section   Effect of Amendment      Approval<PAGE>