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                                                                   EXHIBIT 10.23


                              LINCARE HOLDINGS INC.
                           1996 STOCK PLAN, as amended

                  1.       Purpose. The purpose of the Lincare Holdings Inc.
1996 Stock Plan (the "Plan") is to promote the interests of Lincare Holdings
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 persons and to
encourage such employees and 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.

                  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.

                  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 an officer or director of the Company, who, at the time an ISO
is granted to


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such person hereunder, is employed on a full-time basis by the Company or any
Subsidiary of the Company, 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 Subsidiary of the Company, including, without limitation, directors 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 nor 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.

                  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.

                  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 Seven Hundred Fifty Thousand (1,000,000) shares of
Common Stock (subject to adjustment as provided in Section 8 hereof). The total
number of shares of Common Stock for which Options and/or Awards may be granted
under the Plan to any


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individual in any fiscal year shall not exceed One Hundred Thousand (100,000)
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 Board of Directors 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 acquired
pursuant to an Award or the exercise of an Option shall have been repurchased by
the Company, then such shares shall again become available for issuance pursuant
to 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 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 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-Qualified 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.

                  5.       Administration of the Plan.

                  5.1.     Administration. 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 two persons. All members of the
Committee shall be "disinterested persons" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). The
Committee shall be


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appointed from time to time by, and shall serve at the pleasure of, the Board of
Directors.


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                  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 issued under 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 form of the consideration that may be used to
purchase shares of Common Stock upon exercise of any Option (including the
circumstances under which the Company's issued and outstanding shares of Common
Stock may be used by a 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 "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 anything in the Plan to the contrary, in no event
shall any Option granted to any director or officer of the Company who is
subject to Section 16 of the Exchange Act become exercisable, in whole or in
part, prior to the date that is six months after the date such Option is granted
to such director or officer.

                  (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); (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


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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 the circumstances under which the
Company's issued and outstanding shares of Common Stock may be used by a
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.

                  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.     Voting. Members of the Committee may vote on any
matter affecting the administration of the Plan or the granting of Options
and/or Awards under the Plan.

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


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                  6.       Terms and Conditions of Options.

                  6.1.     ISOs. 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:

                  (a)      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.

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

                  (c)      The Committee shall fix the term of all ISOs granted
pursuant to the Plan (including 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 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


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determined by the Committee in its sole discretion, provided, however, that in
no event shall any ISO granted to any director or officer of the Company who is
subject to Section 16 of the Exchange Act become exercisable, in whole or in
part, prior to the date that is six months after the date such ISO is granted to
such director or officer.

                  (d)      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.

                  (e)      In the sole discretion of the Committee the terms and
conditions of any ISO may (but need not) include any of the following
provisions:

                  (i)      In the event a Participant shall cease to be employed
         by 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 so employed, and only to the extent that the
         Participant could have otherwise exercised such ISO as of the date on
         which he ceased to be so employed.

                  (ii)     In the event a Participant shall cease to be employed
         by 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 so employed, and
         only to the extent that the Participant could have otherwise exercised
         such ISO as of the date on which he ceased to be so employed.

                  (iii)    In the event a Participant shall die while in the
         full-time employ 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" or within a period
         of one year after ceasing to be an Employee by reason of such


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         "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 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-Qualified Options. 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:

                  (a)      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; provided, however, that with respect
to a grant to an Employee subject to Section 16 of the Exchange Act, such price
shall be equal to or greater than 50% of the fair market value of such shares on
the date of grant.

                  (b)      The Committee shall fix the term of all Non-Qualified
Options granted pursuant to the Plan (including 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 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, provided, however,
that in no event shall any Non-Qualified Option granted to any director or
officer of the Company who is subject to Section 16 of the Exchange Act become
exercisable, in whole or in part, prior to the date that is six months after the
date such Non-Qualified Option is granted to such director or officer.


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                  (c)      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.

                  (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 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 Board of Directors 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 shall include the
following:

                  (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 Board of
Directors (or 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. The Award may provide for the issuance of shares of
common stock as a stock bonus for no consideration other than services rendered.
In the event of an Award under which shares of Common Stock are issued to an
Employee subject to Section 16 of the Exchange Act for any other type of
consideration, the amount of such consideration shall be equal to or greater
than 50% of the fair market value of such shares on the date of grant of such
Award.

                  (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.


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                   (c)     Stock certificates representing Common Stock acquired
pursuant to an Award shall bear a legend referring to the 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, or 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.

                  8.       Adjustments. 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 corporation 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
Board of Directors shall 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.

                  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.


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                  10.      Amendments of the Plan. The Board of Directors may
amend, alter or discontinue the Plan, except that (i) no amendment of alteration
that would impair the rights of any Optionee under any Option granted hereunder
shall be made without his or her consent, and (ii) without the approval of the
holders of a majority of the shares of Common Stock present or represented and
entitled to vote thereon at a meeting of stockholders, no amendment of
alteration shall be made that would:

                  (a)      modify the terms of ISOs in any manner that would
                  require shareholder approval under Section 422 of the Code;

                  (b)      materially increase the total number of shares of
                  Common Stock issuable under the Plan, except in accordance
                  with Section 8 hereof;

                  (c)      materially modify the requirements as to eligibility
                  for participation in the Plan;

                  (d)      materially increase the benefits accruing to
                  Participants; or

                  (e)      cause the Plan not to comply with the rules and
                  regulations promulgated under Section 16(b) of the Securities
                  Exchange Act of 1934, as amended;

except to conform the Plan to changes in the Code or other applicable law.

                  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.

                  12.      Effective Date of the Plan. The Plan shall be
effective as of May 31, 1996.


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