Exhibit 10.20 (a)
                            MCMS, INC.

                AGREEMENT EVIDENCING A GRANT OF A
      NONQUALIFIED STOCK OPTION UNDER 1998 STOCK OPTION PLAN

     Agreement  made  as  of **** between MCMS,  Inc.,  an  Idaho
corporation  (the "Company"), and **** ("Grantee").   Capitalized
terms  used  but  not  defined herein  shall  have  the  meanings
assigned to such terms in the Plan (as defined below).

     1.   Grant of Option.  Pursuant to the MCMS, Inc. 1998 Stock
Option  Plan (the "Plan"), the Company hereby grants to  Grantee,
as of the grant date specified above, a nonqualified stock option
(the  "Option") to purchase **** shares (which number  of  shares
may  be adjusted as provided in the Plan) of the Company's Common
Stock,  $0.001 par value per share (the "Common Stock"),  at  the
exercise  price  per  share of $2.27 subject  to  the  terms  and
conditions set forth herein and in the Plan.  Attached hereto  as
Annex  A  is   a summary of the terms of the Option evidenced  by
this Agreement.

     2.   Grantee Bound by Plan.  Attached hereto as Annex B is a
copy  of  the Plan which is incorporated herein by reference  and
made  a  part hereof.  Grantee hereby acknowledges receipt  of  a
copy  of  the  Plan and agrees to be bound by all the  terms  and
provisions thereof.  The Plan should be carefully examined before
any decision is made to exercise the Option.

     3.   Exercise of Option.  Subject to the earlier termination
of  the Option as provided herein and in the Plan and subject  to
Section  7, the Option may be exercised, in whole or in part,  to
the extent it has become vested, by written notice to the Company
at  any  time and from time to time after the date of grant.   An
Option  shall  not be exercisable in any event  after  the  tenth
anniversary  of  grant.  An Option may not  be  exercised  for  a
fraction  of  a  share of Common Stock.  Options are  subject  to
cancellation as provided in the Plan.

     4.    Vesting of Option.  This Option shall vest and  become
exercisable  with respect to the Option Shares  subject  to  this
Option as follows:

          (a)  Class I Option Shares.  This Option shall vest and
become  exercisable  with respect to 50%  of  the  Option  Shares
subject to this Option (the "Class I Option Shares") provided the
Grantee remains continuously employed with the Company after  the
date hereof and through and including the vesting dates described
below as follows:
                                   
                                           Number of Class I
          Vesting Date                    Option Shares Vested
--------------------------------    -----------------------------               

The first anniversary of the         1/4 of Class I Option Shares
Vesting Commencement Date (see
Annex A hereto)
                                   
The last day of each of the first   1/48 of Class I Option Shares
36 months after the first          
anniversary of the Vesting
Commencement Date
-----------------------------------------------------------------

                                31
<PAGE>


          (b)  Class II Option Shares.

               (i)   Time  Vesting.  This Option shall  vest  and
     become exercisable with respect to the remaining 50% of  the
     Option  Shares subject to this Option (the "Class II  Option
     Shares")   on   the  seventh  anniversary  of  the   Vesting
     Commencement  Date  provided  that  the  Grantee  has   been
     continuously  employed  with the Company  from  the  Vesting
     Commencement   Date   through   the   seventh    anniversary
     thereafter.

               (ii)  Performance Vesting.  This Option shall vest
     and  become exercisable with respect to the Class II  Option
     Shares  prior to the seventh anniversary upon the attainment
     of  certain goals described in this Section 4(b)(ii).   This
     Option shall vest and become exercisable with respect to the
     following  percentages  of Class II  Option  Shares  on  the
     vesting  dates set forth opposite such percentages below  if
     (x)  the Company's EBITDA (as defined below) for the  fiscal
     year  ending on such vesting date equals at least the dollar
     amount set forth opposite such vesting date (each an "EBITDA
     Target")  and (y) the Grantee has been continuously employed
     with the Company from the date hereof through the applicable
     vesting date:


                                            
-----------------------------------------------------------------             
    Vesting Date         EBITDA Target     Percentage of Class II
                                            Option Shares Vested
--------------------  -------------------  ----------------------      
                                            
  August 30, 1999         $30,548,463               50%
                                            
                                            
  August 30, 2000     To be determined by           50%
                      further action of
                      the Compensation
                      Committee of the
                      Board of Directors
-----------------------------------------------------------------
                                                     

     "EBITDA"   shall   have   the  same  meaning   ascribed   to
"Consolidated  EBITDA"  in  the Credit  Agreement,  dated  as  of
February 26, 1998, among MCMS, Inc., various lending institutions
named therein, and Bankers Trust Company, as amended.

     In  the  event  the  Company consummates an  acquisition  of
another Person the EBITDA Targets for the periods occurring after
such  acquisition will be adjusted in good faith by  Grantee  and
approved  by  the  Board, and such adjusted and  approved  EBITDA
Targets  shall, once approved, be deemed the EBITDA  Targets  for
all purposes hereunder.
                                32
<PAGE>


     5.     Conditions  to  Exercise.   The  Option  may  not  be
exercised by Grantee unless the following conditions are met:

          (a)   The Option has become vested with respect to  the
Option Shares to be acquired pursuant to such exercise;

          (b)  legal counsel for the Company must be satisfied at
the  time of exercise that the issuance of shares of Common Stock
upon  exercise will be in compliance with the Securities Act  and
applicable United States federal, state, local and foreign  laws;
and

          (c)   Grantee must pay at the time of exercise the full
purchase  price  for  the shares of Common Stock  being  acquired
hereunder in accordance with the terms of the Plan.

     
     6.    Right  to  Purchase Option Shares Upon Termination  of
Employment.

          (a)   Repurchase  Right.  In the event a  Participant's
employment  with  the Company is terminated for any  reason,  the
Option  Shares (whether held by such Participant or one  or  more
transferees  and including any Option Shares acquired  subsequent
to  such termination of employment) will be subject to repurchase
by  the Company pursuant to the terms and conditions set forth in
this  Section  6 (the "Repurchase Option") at a price  per  share
equal  to  the  Fair Market Value thereof determined  as  of  the
Termination Date.

          (b)   Repurchase  Notice.   The  Board  may  elect   to
purchase  all or any portion of the Option Shares by delivery  of
written notice (the "Repurchase Notice") to the holder or holders
of  the Option Shares within 180 days after the Termination  Date
(or  if  termination  is  caused by the  Participant's  death  or
disability, 180 days after the expiration of the Options held  by
such  Participant).   The Repurchase Notice will  set  forth  the
number  of  Option  Shares to be acquired from such  holder,  the
aggregate consideration to be paid for such shares and  the  time
and place for the closing of the transaction.

                                33
<PAGE>

          (c)    Closing  of  Repurchase.   The  closing  of  the
repurchase transaction will take place on the date designated  by
the Company in the Repurchase Notice, which date will not be more
than  45  days nor less than 10 days after the delivery  of  such
notice.   The  Company  will pay for  the  Option  Shares  to  be
purchased pursuant to the Repurchase Option by delivering, at the
option  of  the  Company  to such Participant  and/or  the  other
holder(s), (1) a check in the amount of the aggregate sale  price
of  the  Option Shares to be repurchased or (2) if the  aggregate
consideration  to  be  paid to such holder(s)  of  Option  Shares
exceeds  $50,000, a check in the amount of 20% of  the  aggregate
sale price of the Option Shares to be repurchased (except to  the
extent not permitted under that certain revolving credit facility
with various lending institutions and Bankers Trust Company of up
to  $40.0  million,  a  note  in  compliance  therewith)  and   a
subordinated promissory note in a principal amount equal  to  the
remainder  of  the aggregate sale price, bearing  interest  at  a
floating rate of interest equal to the prime rate as stated  from
time  to  time by Chase Manhattan Bank or any successor  thereto,
and  payable, as to principal and interest, in four equal  annual
installments  on the first four anniversaries of the  closing  of
such  repurchase;  provided that if the Company  determines  that
withholding  tax is required with respect to the  exercise  of  a
Repurchase Option, the Company shall withhold an amount equal  to
such  withholding tax from the purchase price.  At  the  closing,
the   Participant  and  each  other  seller  will   deliver   the
certificates  representing the Option  Shares  to  be  sold  duly
endorsed in form for transfer to the Company or its designee, and
the Company will be entitled to receive customary representations
and  warranties  from  the  Participant  and  the  other  sellers
regarding title to the Option Shares.

     7.   Restrictions on Transfer.

          (a)   Restrictions.  A Participant may not sell, pledge
or  otherwise  transfer any interest in any Option Shares  except
pursuant to the provisions of this Section 7.  At least  60  days
prior  to  making  any transfer, the Participant  proposing  such
transfer  shall deliver a written notice (the "Sale  Notice")  to
the  Company.  The Sale Notice will disclose in reasonable detail
the  identity of the prospective transferee(s) and the terms  and
conditions of the proposed transfer.  Such Participant (and  such
Participant's transferees) shall not consummate any such transfer
until  60  days after the Sale Notice has been delivered  to  the
Company,  unless  the  Company has notified such  Participant  in
writing  that it will not exercise its rights under this  Section
7.  (The date of the first to occur of such events is referred to
herein as the "Authorization Date").

          (b)   Repurchase  Option.  The  Company  may  elect  to
purchase  all  or  any  portion  of  the  Option  Shares  to   be
transferred upon the same terms and conditions as those set forth
in the Sale Notice (the "Right of First Refusal") by delivering a
written  notice  of such election to such Participant  within  30
days  after  the receipt of the Sale Notice by the  Company  (the
"Election  Notice").  If the Company has not elected to  purchase
all  of  the  Option  Shares specified in the Sale  Notice,  such
Participant may transfer the Option Shares not purchased  by  the
Company to the prospective transferee(s) as specified in the Sale
Notice  at  a  price  and  on  terms no  more  favorable  to  the
transferee(s)  thereof than specified in the Sale  Notice  during
the  60-day period immediately following the Authorization  Date.
Any  Option  Shares not so transferred within such 60-day  period
must  be  re-offered  to  the  Company  in  accordance  with  the
provisions  of  this Section 7 in connection with any  subsequent
proposed transfer.

          (c)   Exceptions.  The restrictions contained  in  this
Section  7  will  not apply with respect to transfers  of  Option
Shares   (1)   pursuant  to  applicable  laws  of   descent   and
distribution, (2) pursuant to the Shareholders Agreement  or  (3)
among   the  Participant's  family  group;  provided   that   the
restrictions  contained in this paragraph  will  continue  to  be
applicable to the Option Shares after any such transfer  and  the
transferees  of such Option Shares have agreed in writing  to  be
bound  by  the terms and provisions of this Plan and  the  Option
grant,  as amended from time to time.  The Participant's  "family
group"  means  the Participant's spouse and descendants  (whether
natural or adopted) and any trust solely for the benefit  of  the
Participant and/or the Participant's spouse and/or descendants.

                                 34
<PAGE> 

     8.    Administration.  Any action taken or decision made  by
the Company, the Board, or the Committee or its delegates arising
out  of  or  in connection with the construction, administration,
interpretation or effect of the Plan or this Agreement shall  lie
within its sole and absolute discretion, as the case may be,  and
shall be final, conclusive and binding on Grantee and all persons
claiming  under or through Grantee.  By accepting this  grant  or
other  benefit  under the Plan, Grantee and each person  claiming
under  or  through Grantee shall be conclusively deemed  to  have
indicated  acceptance and ratification of, and  consent  to,  any
action  taken  under the Plan by the Company, the  Board  or  the
Committee or its delegates.

     9.     No  Rights  as  Shareholder.   Unless  and  until   a
certificate  or certificates representing such shares  of  Common
Stock  shall  have been issued to Grantee (or any  person  acting
under  Section 7 above), Grantee shall not be or have any of  the
rights or privileges of a shareholder of the Company with respect
to shares of Common Stock acquirable upon exercise of the Option.

     10.  Investment Representation.  Grantee hereby acknowledges
that  the  shares of Common Stock which Grantee  may  acquire  by
exercising the Option shall be acquired for investment without  a
view  to distribution, within the meaning of the Securities  Act,
and  shall  not  be  sold,  transferred,  assigned,  pledged   or
hypothecated   in  the  absence  of  an  effective   registration
statement for the shares of Common Stock under the Securities Act
and  applicable state securities laws or an applicable  exemption
from  the registration requirements of the Act and any applicable
state  securities laws.  Grantee also agrees that the  shares  of
Common  Stock which Grantee may acquire by exercising the  Option
will  not  be  sold or otherwise disposed of in any manner  which
would  constitute a violation of any applicable federal or  state
securities laws.

     11.  Sale of the Company.

          (a)   Consent to Sale of Company.  If the Board and the
holders  of a majority of the shareholders of the Company's  then
outstanding shares of capital stock approve a Sale of the Company
(the  "Approved  Sale"), you will (i) consent  to  and  raise  no
objections  against the Approved Sale or the process pursuant  to
which  the  Approved Sale is arranged, (ii) waive any dissenter's
rights  and any similar rights with respect thereto and (iii)  if
the  Approved  Sale is structured as a sale of  stock,  you  will
agree  to  sell all of your Option Shares and rights  to  acquire
Option  Shares on the terms and conditions approved by the  Board
and the shareholders of a majority of the shares of capital stock
then  outstanding.   You  will take all necessary  and  desirable
actions in connection with the consummation of the Approved  Sale
as requested by the Board.

          (b)   Purchaser Representative.  If the Company or  the
holders of the Company's securities enter into any negotiation or
transaction  for  which Rule 506 (or any  similar  rule  then  in
effect)   promulgated  by  the  Securities  Exchange   Commission
pursuant  to the Securities Act may be available with respect  to
such    negotiation   or   transaction   (including   a   merger,
consolidation or other reorganization), you will, at the  request
of  the Company, appoint a purchaser representative (as such term
is defined in Rule 501) reasonably acceptable to the Company.  If
you  appoint  the  purchaser  representative  designated  by  the
Company,  the  Company  will  pay  the  fees  of  such  purchaser
representative,  but  if  you decline to  appoint  the  purchaser
representative designated by the Company you will appoint another
purchaser  representative (reasonably acceptable to the Company),
and  you  will  be  responsible for the  fees  of  the  purchaser
representative so appointed.

          (c)   Termination of Restrictions.  The  provisions  of
this  Section 11 will terminate when the Company has sold  shares
of  its  Common  Stock  pursuant to a  Qualified  Initial  Public
Offering.

                                35
<PAGE>


     12.  Notification of Inquiries and Agreements.   Grantee and
each  permitted  transferee shall notify the Company  in  writing
within  10  days  after the date the Grantee  or  such  permitted
transferee  (i)  first obtains knowledge of any Internal  Revenue
Service  inquiry, audit, assertion, determination, investigation,
or  question relating in any way to the value of Options  granted
pursuant  to  this Agreement; (ii) includes or agrees (including,
without  limitation, in any settlement, closing, or other similar
agreement)  to  include in gross income with respect  to  Options
granted  pursuant to this Agreement (A) any amount in  excess  of
the  amount reported on Form 1099 or Form W-2 to Grantee  by  the
Company, or (B) if no such Form is received, any amount; or (iii)
exercises, sells, disposes of, or otherwise transfers (other than
to  a  permitted transferee) an Option acquired pursuant to  this
Agreement.   Upon request, Grantee shall provide to  the  Company
any  information or document relating to any event  described  in
the preceding sentence which the Company (in its sole discretion)
requires in order to calculate and substantiate any change in the
Company's tax liability as a result of such event.

     13.  Listing and Registration of Common Stock.  The Company,
in  its discretion, may postpone the issuance and/or delivery  of
shares  of  Common  Stock upon any exercise of the  Option  until
completion  of  such stock exchange listing, or registration,  or
other qualification of such shares under any state and/or federal
law, rule or regulation as the Company may consider appropriate.

     14.  Rights of Participants.  Neither this Agreement nor the
Plan  creates  any employment rights in Grantee and  the  Company
shall  have  no  liability  hereunder for  terminating  Grantee's
employment or materially reducing Grantee's responsibilities.

     15.  Notices.  Any notice hereunder to the Company shall  be
addressed to the Company, Attention: Board of Directors, and  any
notice  hereunder  to Grantee shall be addressed  to  Grantee  at
Grantee's last address on the records of the Company, subject  to
the  right of either party to designate at any time hereafter  in
writing  some other address.  Any notice shall be deemed to  have
been  duly  given  when delivered personally, one  day  following
dispatch if sent by reputable overnight courier, fees prepaid, or
three  days following mailing if sent by registered mail,  return
receipt  requested, postage prepaid and addressed  as  set  forth
above.

     16.   Binding Effect.  This Agreement shall be binding  upon
and inure to the benefit of any successors to the Company and all
persons lawfully claiming under Grantee.

     17.     Governing    Law.    The   validity,   construction,
interpretation, administration and effect of the Plan, and of its
rules  and  regulations, and rights relating to the Plan  and  to
this  Agreement, shall be governed by the substantive  laws,  but
not  the  choice of law rules, of whichever state in  the  United
States in which the Company is incorporated from time to time.

                    *     *     *     *     *

                                36
<PAGE>


     IN  WITNESS  WHEREOF, the Company and Grantee have  executed
this Agreement as of the date first above written.

                                 MCMS, INC.
                                 
                                 
                                 

                                 Name:
                                 Title:
                                 
                                 
                                 
                                 GRANTEE
                                 
                                 
                                 
                                                                  
                                 Employee's Signature
                                 
                                 
                                                                  
                                 Name of Employee (Print)

                                37
<PAGE>


                             ANNEX A
                                
                     SUMMARY OF OPTION TERMS

Name of Grantee:

                                       Class I Options

Date of Option Grant:   
                                 --------------------------------

Total Option Shares Granted:
                                 --------------------------------

Option Exercise Price Per Share:  
                                 --------------------------------

Total Option Exercise Price:
                                 --------------------------------

Option Term/Expiration Date:
                                 --------------------------------

Vesting Commencement Date:
                                 --------------------------------

Vesting Schedule:
                                 --------------------------------

----------------------------------------------------------------- 
                                       Number of Class I
         Vesting Date                 Option Shares Vested
------------------------------  ---------------------------------               
The first anniversary of the     1/4 of Class I Option Shares
Vesting Commencement Date
                                 
The last day of each of the      1/48 of Class I Option Shares
first 36 months after the first  
anniversary of the Vesting
Commencement Date
-----------------------------------------------------------------

                                38
<PAGE>
                        

                        Class II Options

Date of Option Grant:
                                 --------------------------------

Total Option Shares Granted:
                                 --------------------------------
                                 
Option Exercise Price Per Share: --------------------------------


Total Option Exercise Price:     --------------------------------


Option Term/Expiration Date:     --------------------------------


Vesting Commencement Date:       --------------------------------


Vesting Schedule:                --------------------------------


   Class  II  Options  shall vest and become exercisable  on  the
seventh  anniversary  of the Vesting Commencement  Date  provided
that  the Grantee has been continuously employed with the Company
from   the   Vesting  Commencement  Date  through   the   seventh
anniversary thereafter.  Class II Options shall vest  and  become
exercisable  prior  to  the seventh anniversary  of  the  Vesting
Commencement  Date  upon  the  attainment  of  certain  goals  as
follows:

                                               
-----------------------------------------------------------------               
   Vesting Date         EBITDA Target      Percentage of Class II 
                                            Option Shares Vested
--------------------  -------------------  ----------------------             
                                               
  August 30, 1999          $30,548,463              50%
                                               
                                               
  August 30, 2000    To be determined by            50%
                     further action of the
                     Compensation
                     Committee of the
                     Board of Directors
-----------------------------------------------------------------

                                39
<PAGE>
                                                        

                             ANNEX B
                            MCMS, INC.
                      1998 STOCK OPTION PLAN


                            ARTICLE I

                     Purpose of Plan of Plan

     The  1998 Stock Option Plan (the "Plan") of MCMS, Inc.  (the
"Company"), adopted by the Board of Directors and shareholders of
the  Company  effective May 14, 1998, is intended to advance  the
best  interests  of  the  Company by  providing  executives,  key
employees  and certain advisors of the Company or any  Subsidiary
(as  defined below) who have substantial responsibility  for  the
management  and  growth  of the Company or  any  Subsidiary  with
additional  incentives by allowing such employees to  acquire  an
ownership  interest in the Company.  The Plan is  a  compensatory
benefit  plan within the meaning of Rule 701 under the Securities
Act  of  1933, as amended (the "Securities Act") and, unless  and
until the Common Stock (as defined below) is publicly traded, the
issuance  pursuant  to  the  Plan of stock  purchase  options  to
purchase shares of Common Stock ("Options"), and the issuance  of
Common Stock upon the exercise of Options issued pursuant to  the
Plan,  are  each  intended  to qualify  for  the  exemption  from
registration under the Securities Act provided by Rule 701.


                            ARTICLE II

                           Definitions

     For  purposes  of  the  Plan the following  terms  have  the
indicated meanings:

     "Authorization  Date" has the meaning  ascribed  thereto  in
Section 5.9(a) hereof.

     "Affiliate" means, with respect to any specified Person, any
other  Person that directly, or indirectly through  one  or  more
intermediaries, controls or is controlled by, or is under  common
control  with,  such  specified Person.   For  purposes  of  this
definition,  "control" (including the terms "controlled  by"  and
"under  common  control with"), with respect to the  relationship
between  or  among  two  or more Persons, means  the  possession,
directly or indirectly or as trustee or executor, of the power to
direct or cause the direction of the affairs or management  of  a
Person,  whether through the ownership of voting  securities,  as
trustee or executor, by contract or otherwise, including, without
limitation, the ownership, directly or indirectly, of  securities
having the power to elect a majority of the board of directors or
similar body governing the affairs of such Person.

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

     "Code"  means the Internal Revenue Code of 1986, as amended,
and any successor statute.

                                40
<PAGE>

     "Committee" means the Compensation Committee or  such  other
committee  of the Board as the Board may designate to  administer
the  Plan or, if for any reason the Board has not designated such
a  committee, the Board.  The Committee, if other than the Board,
shall be composed of two or more directors as appointed from time
to time by the Board.

     "Common  Stock" means the Class A Common Stock,  $0.001  par
value per share, of MCMS, Inc., an Idaho corporation.

     "Election  Notice"  has  the  meaning  ascribed  thereto  in
Section 5.9(b) hereof.

     "Fair  Market Value" per share on any given date  means  the
average of the closing prices of the sales of the Common Stock on
all  securities exchanges on which such stock may at the time  be
listed,  or, if there have been no sales on any such exchange  on
any  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
such  stock  is  not so listed, the average of the representative
bid  and  asked prices quoted on the Nasdaq Stock  Market  as  of
4:00  P.M.,  New York time, or, if on any day such stock  is  not
quoted on the Nasdaq Stock Market, the average of the highest bid
and  lowest  asked  prices on such day in the domestic  over-the-
counter  market  as  reported by the National  Quotation  Bureau,
Incorporated, or any similar successor organization.  If  at  any
time  the  Common Stock is not listed or quoted, the Fair  Market
Value per share shall be determined by the Committee or the Board
based  on such factors as the members thereof in the exercise  of
their business judgment, consider relevant.

     "Measurement  Date"  means the date  on  which  any  taxable
income  resulting  from the exercise of an Option  is  determined
under applicable federal income tax law.

     "Option Agreement" has the meaning set forth in Section  6.1
hereof.

     "Option  Shares" shall mean (i) all shares of  Common  Stock
issued  or issuable upon the exercise of an Option and  (ii)  all
shares  of  Common Stock issued with respect to the Common  Stock
referred to in clause (i) above by way of stock dividend or stock
split or in connection with any conversion, merger, consolidation
or  recapitalization or other reorganization affecting the Common
Stock.   Unless provided otherwise herein or in the Participant's
Option Agreement, Option Shares will continue to be Option Shares
in the hands of any holder other than the Participant (except for
the  Company), and each such transferee thereof will  succeed  to
the   rights  and  obligations  of  a  holder  of  Option  Shares
hereunder.

     "Options" has the meaning set forth in the preamble hereof.

     "Participant" means (i) any employee of the Company  or  any
Subsidiary  or (ii) any person, including an advisor, engaged  by
the  Company or a Parent or Subsidiary to render services to such
entity  who has been selected to participate in the Plan  by  the
Committee or the Board.
     
     "Permitted  Transferee"  means those  persons  to  whom  the
Participant  is  authorized  (1)  pursuant  to  Section  5.9,  to
transfer  Option  Shares,  or (2) pursuant  to  Section  6.3,  to
transfer Options.

     "Person"   means   any   individual,   partnership,    firm,
corporation,  association, trust, unincorporated organization  or
other entity.

                                41
<PAGE>
 
     "Plan" has the meaning set forth in the preamble hereof.

     "Qualified Initial Public Offering" means an offering by the
Corporation  of  its capital stock or equity  securities  to  the
public pursuant to an effective registration statement under  the
Securities  Act  of  1933, as then in effect, or  any  comparable
statement  under  any  similar  federal  statute  then  in  force
pursuant to which the public offering price per share of which is
not  less than $14.00 (adjusted to reflect stock dividends, stock
splits or recapitalizations) after the date hereof and results in
aggregate  gross  cash proceeds to the Corporation  of  at  least
$30,000,000  (before  deduction  of  underwriting  discounts  and
expenses).

     "Repurchase  Notice"  has the meaning  ascribed  thereto  in
Section 5.8(b) hereof.

     "Repurchase  Option"  has the meaning  ascribed  thereto  in
Section 5.8(a) hereof.

     "Right of First Refusal" has the meaning ascribed thereto in
Section 5.9(b) hereof.

     "Sale  Notice" has the meaning ascribed thereto  in  Section
5.9(a) hereof.

     "Sale  of the Company" means the sale of the Company to  any
Third  Party or Parties  pursuant to which such party or  parties
acquire  (i) capital stock of the Company possessing  the  voting
power under normal circumstances necessary to elect a majority of
the  Board (whether by merger, consolidation or sale or  transfer
of  the Company's capital stock) or (ii) all or substantially all
of the Company's assets determined on a consolidated basis.

     "Securities Act" has the meaning ascribed thereto in Article
1 hereof.

     "Shareholders  Agreement" means the  Shareholders  Agreement
dated  as  of  February  26,  1998  by  and  among  the  Company,
Cornerstone  Equity  Investors IV, L.P.,  MEI  California,  Inc.,
Randolph Street Partners II, BT Investment Partners, Inc. and the
other investors listed in Appendix A thereto.

     "Subsidiary" means any subsidiary corporation (as such  term
is defined in Section 424(f) of the Code) of the Company.

     "Termination  Date"  shall mean the  date  upon  which  such
Participant's employment or engagement, as the case may be,  with
the Company terminated.

     "Third Party" means any Person which is not an Affiliate  of
the Company.

                                42
<PAGE>


                           ARTICLE III

                          Administration

     The Plan shall be administered by the Committee.  Subject to
the  limitations of the Plan, the Committee shall have  the  sole
and  complete authority to:  (i) select Participants, (ii)  grant
Options  to  Participants in such forms and amounts as  it  shall
determine,  (iii)  impose  such  limitations,  restrictions   and
conditions  upon such Options as it shall deem appropriate,  (iv)
interpret  the  Plan and adopt, amend and rescind  administrative
guidelines and other rules and regulations relating to the  Plan,
(v) correct any defect or omission or reconcile any inconsistency
in  the  Plan or in any Options granted under the Plan  and  (vi)
make   all  other  determinations  and  take  all  other  actions
necessary  or advisable for the implementation and administration
of  the  Plan.  The Committee's determinations on matters  within
its   authority  shall  be  conclusive  and  binding   upon   the
Participants,  the Company and all other persons.   All  expenses
associated with the administration of the Plan shall be borne  by
the Company.  The Committee may, as approved by the Board and  to
the  extent  permissible by law, delegate any  of  its  authority
hereunder to such persons or entities as it deems appropriate.


                            ARTICLE IV

                  Limitation on Aggregate Shares

     The  number of shares of Common Stock with respect to  which
Options  may be granted under the Plan shall not exceed,  in  the
aggregate,  2,500,000 shares, subject to adjustment in accordance
with  Section 6.4.  To the extent any Options expire  unexercised
or  are  canceled, terminated or forfeited in any manner  without
the  issuance of Common Stock thereunder, such shares shall again
be  available  under  the  Plan.   The  shares  of  Common  Stock
available  under the Plan may consist of authorized and  unissued
shares,  treasury  shares  or  a  combination  thereof,  as   the
Committee shall determine.


                            ARTICLE V

                              Awards

     5.1   Grant of Options.  The Committee may grant Options  to
Participants from time to time in accordance with this Article V.
Options  granted under the Plan may be nonqualified stock options
or "incentive stock options" within the meaning of Section 422 of
the   Code  or  any  successor  provision  as  specified  by  the
Committee; provided, however, that no incentive stock option  may
be  granted  to any Participant who, at the time of  grant,  owns
stock  of the Company (or any Subsidiary) representing more  than
10% of the total combined voting power of all classes of stock of
the  Company  (or  any Subsidiary), unless such  incentive  stock
option shall at the time of grant (a) have a termination date not
later  than  the  fifth  anniversary of  the  issuance  date  and
(b)  have an exercise price per share equal to at least  110%  of
the  Fair Market Value of a share of Common Stock on the date  of
grant.   The exercise price per share of Common Stock under  each
Option  shall be determined by the Committee or the Board at  the
time  of  grant; provided, however, that the exercise  price  per
share of Common Stock under each incentive stock option shall  be
fixed  by  the Committee at the time of grant of the  Option  and
shall equal at least 100% of the Fair Market Value of a share  of
Common  Stock  on the date of grant, but not less  than  the  par
value  per share (as adjusted pursuant to Section 6.4).   Subject
to  Section  5.6, Options shall be exercisable at  such  time  or
times  as the Committee shall determine; provided, however,  that
any  option  intended to be an incentive stock  option  shall  be
treated as an incentive stock option only to the extent that  the
aggregate Fair Market Value of the Common Stock (determined as of
the  date of Option grant) with respect to which incentive  stock
options  (but not nonqualified options) are exercisable  for  the
first time by any Participant during any calendar year (under all
stock option plans of the Company and its Subsidiaries) does  not
exceed $100,000.  The Committee shall determine the term of  each
Option,  which term shall not exceed ten years from the  date  of
grant of the Option.

     5.2   Exercise Procedure.  Options shall be exercisable,  to
the  extent they are vested, by written notice to the Company (to
the  attention of the Company's Secretary) accompanied by payment
in  full  of  the  applicable exercise price.   Payment  of  such
exercise  price  may be made (i) in cash (including  check,  bank
draft,  money  order  or  wire transfer of immediately  available
funds),  (ii) if approved by the Committee prior to exercise  (or
in  the  case  of an incentive stock option, if approved  by  the
Committee and set forth in the Option Agreement) by delivery of a

                                 43
<PAGE>
 
full recourse promissory note of the Participant bearing interest
at  a  rate  not less than the applicable federal rate determined
pursuant  to Section 1274 of the Code, (iii) in shares of  Common
Stock  valued  at  their Fair Market Value  as  of  the  date  of
exercise  as  provided  in  Section  5.3  below,  (iv)   in   the
consideration  received  by the Company pursuant  to  a  cashless
exercise  program implemented by the Company in  connection  with
the Plan, or (v) in a combination of the foregoing.

     5.3   Exchange of Previously Acquired Stock.  The Committee,
in its discretion and subject to such conditions as the Committee
may determine, may permit the exercise price for the shares being
acquired upon the exercise of an Option to be paid, in full or in
part, by the delivery to the Company of Common Stock.  Any Common
Stock  so delivered shall be treated as the payment of cash equal
to  the  aggregate Fair Market Value on the date of  delivery  of
such  Common Stock.  In the case of incentive stock options,  the
Committee  shall  specify  in the Option  Agreement  whether  the
option  holder  may satisfy the exercise price  with  respect  to
shares of Common Stock purchased upon exercise of such Option  by
delivering  to  the Company shares of previously acquired  Common
Stock.   In  the  case  of shares of Common Stock  acquired  upon
exercise of an Option, such shares shall have been owned  by  the
optionee  for more than six months on the date of surrender,  and
have  a  Fair Market Value on the date of surrender equal to  the
aggregate  exercise  price of the shares of Common  Stock  as  to
which said Option shall be exercised.

     5.4  Withholding Tax Requirements.

          (a)  Amount of Withholding.  It shall be a condition of
the  exercise of any Option  that the Participant exercising  the
Option make appropriate payment or other provision acceptable  to
the  Company  with  respect  to any withholding  tax  requirement
arising  from  such  exercise.  The  amount  of  withholding  tax
required,  if  any,  with  respect to any  Option  exercise  (the
"Withholding  Amount") shall be determined by  the  Treasurer  or
other  appropriate  officer of the Company, and  the  Participant
shall  furnish such information and make such representations  as
such officer requires to make such determination.

(b)   Withholding  Procedure.   If the  Company  determines  that
  withholding tax is required with respect to any Option exercise,
  the  Company  shall notify the Participant of  the  Withholding
  Amount, and the Participant shall pay to the Company an  amount
  not  less than the Withholding Amount.  In lieu of making  such
  payment and at the discretion of  the  Company, the Participant
  may elect to pay the Withholding Amount by either (i) delivering
  to  the Company  a number of shares  of Common  Stock having an
  aggregate Fair Market Value as of the Measurement Date not less
  than the Withholding Amount or (ii) directing  the  Company  to
  withhold  (and not to  deliver  or  issue  to  the Participant)
  a  number  of shares of Common  Stock,  otherwise issuable upon
  the exercise of an Option, having an aggregate Fair Market Value
  as  of the  Measurement Date  not  less  than  the  Withholding
  Amount.  In addition, if the Committee approves,  a Participant
  may elect pursuant to the prior sentence to deliver  or  direct
  the withholding of shares of Common Stock having  an  aggregate
  Fair Market Value in excess of the minimum  Withholding  Amount
  but  not in  excess  of  the  Participant's  applicable highest
  marginal combined federal income and state income tax rate,  as
  estimated  in  good faith by such Participant.  Any  fractional
  share  interests resulting from the delivery or withholding  of
  shares of  Common  Stock  to meet  withholding tax requirements
  shall be settled  in cash.  All amounts paid to or withheld  by
  the  Company  and  the  value  of  all  shares  of Common Stock
  delivered  to  or  withheld  by  the  Company  pursuant to this
  Section 5.4 shall be  deposited  in  accordance with applicable
  law by  the  Company  as withholding  tax for the Participant's
  account.  If the Treasurer or  other appropriate officer of the
  Company determines that no  withholding  tax is  required  with
  respect to the exercise  of any  Option  (because  such  option
  is an incentive stock  option  or  otherwise), but subsequently
  it is determined that the exercise  resulted  in taxable income
  as  to  which  withholding  is  required  (as  a  result  of  a
  disposition  of  shares or otherwise),  the  Participant  shall
  promptly, upon being notified of  the  withholding requirement,
  pay to  the  Company, by means acceptable  to  the Company, the
  amount required to be withheld; and at its election the Company
  may condition the transfer of any  shares issued upon  exercise
  of an incentive stock option upon receipt of such payment.

     5.5    Notification  of  Inquiries  and  Agreements.    Each
Participant  and  each  Permitted  Transferee  shall  notify  the
Company in writing within 10 days after the date such Participant
or  Permitted  Transferee  (i) first  obtains  knowledge  of  any
Internal    Revenue    Service   inquiry,    audit,    assertion,
determination, investigation, or question relating in any  manner
to  the  value  of  Options granted hereunder; (ii)  includes  or
agrees (including, without limitation, in any settlement, closing
or  other  similar  agreement) to include in  gross  income  with
respect  to any Option granted under this Plan (A) any amount  in
excess  of the amount reported on Form 1099 or Form W-2  to  such
Participant by the Company, or (B) if no such Form was  received,
any  amount;  and/or  (iii) exercises,  sells,  disposes  of,  or
otherwise  transfers an Option acquired pursuant  to  this  Plan.
Upon request, a Participant or Permitted Transferee shall provide

                                 44
<PAGE>

to  the Company any information or document relating to any event
described  in  the preceding sentence which the Company  (in  its
sole  discretion) requires in order to calculate and substantiate
any  change  in the Company's tax liability as a result  of  such
event.

     5.6    Conditions  and  Limitations  on  Exercise.   At  the
discretion  of  the Committee, exercised at the  time  of  grant,
Options  may  vest,  in one or more installments,  upon  (i)  the
fulfillment   of   certain  conditions,  (ii)  the   passage   of
a  specified period of time, and/or (iii) the achievement by  the
Company or any Subsidiary of certain performance goals.

     5.7  Expiration of Options.

          (a)  Normal Expiration.  In no event shall any part  of
any  Option  be  exercisable after the stated date of  expiration
thereof.

          (b)   Early  Expiration Upon Termination of Employment.
Any  part  of  any Option that was not vested on a  Participant's
Termination Date shall expire and be forfeited on such date,  and
any  part  of any Option that was vested on the Termination  Date
shall  also expire and be forfeited to the extent not theretofore
exercised  on the thirtieth (30th) day (one year, if  termination
is caused by the Participant's death or disability) following the
Termination  Date,  but  in no event after  the  stated  date  of
expiration thereof.

     5.8   Right  to  Purchase Option Shares Upon Termination  of
Employment.

          (a)   Repurchase  Right.  In the event a  Participant's
employment  with  the Company is terminated for any  reason,  the
Option  Shares (whether held by such Participant or one  or  more
transferees  and including any Option Shares acquired  subsequent
to  such termination of employment) will be subject to repurchase
by  the Company pursuant to the terms and conditions set forth in
this  Section 5.8 (the "Repurchase Option") at a price per  share
equal  to  the  Fair Market Value thereof determined  as  of  the
Termination Date.

          (b)   Repurchase  Notice.   The  Board  may  elect   to
purchase  all or any portion of the Option Shares by delivery  of
written notice (the "Repurchase Notice") to the holder or holders
of  the Option Shares within 180 days after the Termination  Date
(or  if  termination  is  caused by the  Participant's  death  or
disability, 180 days after the expiration of the Options held  by
such  Participant).   The Repurchase Notice will  set  forth  the
number  of  Option  Shares to be acquired from such  holder,  the
aggregate consideration to be paid for such shares and  the  time
and place for the closing of the transaction.

          (c)    Closing  of  Repurchase.   The  closing  of  the
repurchase transaction will take place on the date designated  by
the Company in the Repurchase Notice, which date will not be more
than  45  days nor less than 10 days after the delivery  of  such
notice.   The  Company  will pay for  the  Option  Shares  to  be
purchased pursuant to the Repurchase Option by delivering, at the
option  of  the  Company  to such Participant  and/or  the  other
holder(s), (1) a check in the amount of the aggregate sale  price
of  the  Option Shares to be repurchased or (2) if the  aggregate
consideration  to  be  paid to such holder(s)  of  Option  Shares
exceeds  $50,000, a check in the amount of 20% of  the  aggregate
sale price of the Option Shares to be repurchased (except to  the
extent not permitted under that certain revolving credit facility
with various lending institutions and Bankers Trust Company of up
to   $40  million,  a  note  in  compliance  therewith)   and   a
subordinated promissory note in a principal amount equal  to  the
remainder  of  the aggregate sale price, bearing  interest  at  a
floating rate of interest equal to the prime rate as stated  from
time  to  time by Chase Manhattan Bank or any successor  thereto,
and  payable, as to principal and interest, in four equal  annual
installments  on the first four anniversaries of the  closing  of
such  repurchase;  provided that if the Company  determines  that
withholding  tax is required with respect to the  exercise  of  a
Repurchase Option, the Company shall withhold an amount equal  to
such  withholding tax from the purchase price.  At  the  closing,
the   Participant  and  each  other  seller  will   deliver   the
certificates  representing the Option  Shares  to  be  sold  duly
endorsed in form for transfer to the Company or its designee, and
the Company will be entitled to receive customary representations
and  warranties  from  the  Participant  and  the  other  sellers
regarding title to the Option Shares.


                                45
<PAGE>

     5.9  Restrictions on Transfer.

          (a)   Restrictions.  A Participant may not sell, pledge
or  otherwise  transfer any interest in any Option Shares  except
pursuant to the provisions of this Section 5.9.  At least 60 days
prior  to  making  any transfer, the Participant  proposing  such
transfer  shall deliver a written notice (the "Sale  Notice")  to
the  Company.  The Sale Notice will disclose in reasonable detail
the  identity of the prospective transferee(s) and the terms  and
conditions of the proposed transfer.  Such Participant (and  such
Participant's transferees) shall not consummate any such transfer
until  60  days after the Sale Notice has been delivered  to  the
Company,  unless  the  Company has notified such  Participant  in
writing  that it will not exercise its rights under this  Section
5.9.   (The date of the first to occur of such events is referred
to herein as the "Authorization Date").

          (b)   Repurchase  Option.  The  Company  may  elect  to
purchase  all  or  any  portion  of  the  Option  Shares  to   be
transferred upon the same terms and conditions as those set forth
in the Sale Notice (the "Right of First Refusal") by delivering a
written  notice  of such election to such Participant  within  30
days  after  the receipt of the Sale Notice by the  Company  (the
"Election  Notice").  If the Company has not elected to  purchase
all  of  the  Option  Shares specified in the Sale  Notice,  such
Participant may transfer the Option Shares not purchased  by  the
Company to the prospective transferee(s) as specified in the Sale
Notice  at  a  price  and  on  terms no  more  favorable  to  the
transferee(s)  thereof than specified in the Sale  Notice  during
the  60-day period immediately following the Authorization  Date.
Any  Option  Shares not so transferred within such 60-day  period
must  be  reoffered  to  the  Company  in  accordance  with   the
provisions  of this Section 5.9 in connection with any subsequent
proposed transfer.

          (c)   Exceptions.  The restrictions contained  in  this
Section  5.9 will not apply with respect to transfers  of  Option
Shares   (1)   pursuant  to  applicable  laws  of   descent   and
distribution, (2) pursuant to the Shareholders Agreement  or  (3)
among   the  Participant's  family  group;  provided   that   the
restrictions  contained in this paragraph  will  continue  to  be
applicable to the Option Shares after any such transfer  and  the
transferees  of such Option Shares have agreed in writing  to  be
bound  by  the terms and provisions of this Plan and  the  Option
grant,  as amended from time to time.  The Participant's  "family
group"  means  the Participant's spouse and descendants  (whether
natural or adopted) and any trust solely for the benefit  of  the
Participant and/or the Participant's spouse and/or descendants.

                                46
<PAGE>

     5.10   Termination   of  Restrictions.    The   rights   and
obligations  set  forth  in Sections  5.8  and  5.9  hereof  will
terminate upon the earlier of (A) the consummation by the Company
of  a Qualified Initial Public Offering or (B) the sale of Option
Shares in accordance with the terms and conditions of Section 5.9
(except  for  a  transfer pursuant to Section 5.9 (c));  provided
that   with  respect  to  clause  (B)  above,  such  rights   and
obligations  shall terminate only with respect  to  those  Option
Shares sold.


                            ARTICLE VI

                        General Provisions

     6.1  Written Agreement.  Each Option granted hereunder shall
be  embodied  in  a  written  agreement (the "Option  Agreement")
which  shall be signed by the Participant to whom the  Option  is
granted  and  shall  be subject to the terms and  conditions  set
forth herein.

     6.2   Listing, Registration and Legal Compliance.  If at any
time  the  Committee  determines, in  its  discretion,  that  the
listing,  registration or qualification of the shares subject  to
Options  upon  any  securities exchange or  under  any  state  or
federal securities or other law or regulation, or the consent  or
approval  of  any governmental regulatory body, is  necessary  or
desirable as a condition to or in connection with the granting of
Options  or  the  purchase or issuance of shares  thereunder,  no
Options may be granted or exercised, in whole or in part,  unless
such  listing, registration, qualification, consent  or  approval
shall  have been effected or obtained free of any conditions  not
acceptable  to the Committee.  The holders of such  Options  will
supply  the  Company with such certificates, representations  and
information  as  the  Company shall request and  shall  otherwise
cooperate   with   the   Company  in  obtaining   such   listing,
registration, qualification, consent or approval.  In the case of
officers  and  other  persons subject to  Section  16(b)  of  the
Securities Exchange Act of 1934, as amended, the Committee may at
any  time  impose  any limitations upon the exercise  of  Options
that,  in  the Committee's discretion, are necessary or desirable
in  order  to  comply with such Section 16(b) and the  rules  and
regulations  thereunder.  If the Company, as part of an  offering
of securities or otherwise, finds it desirable because of federal
or  state  regulatory requirements to reduce  the  period  during
which  any  Options may be exercised, the Committee may,  in  its
discretion and without the Participant's consent, so reduce  such
period  on  not less than 15 days' written notice to the  holders
thereof.

     6.3    Options  Not  Transferrable.   Options  may  not   be
transferred  other  than  by will or  the  laws  of  descent  and
distribution and, during the lifetime of the Participant to  whom
they were granted, may be exercised only by such Participant (or,
if  such  Participant  is incapacitated, by  such   Participant's
legal  guardian or legal representative).  In the  event  of  the
death of a Participant, Options which are not vested on the  date
of  death  shall terminate; exercise of Options granted hereunder
to  such  Participant, which are vested as of the date of  death,
may  be  made  only  by  the executor or  administrator  of  such
Participant's  estate  or  the person or  persons  to  whom  such
Participant's rights under the Options will pass by will  or  the
laws of descent and distribution.

     6.4    Adjustments.   In  the  event  of  a  reorganization,
recapitalization, stock dividend or stock split,  or  combination
or  other change in the shares of Common Stock, the Board or  the
Committee may, in order to prevent the dilution or enlargement of
rights  under  the Plan or outstanding Options,  adjust  (1)  the
number  and  type of shares as to which options  may  be  granted
under  the  Plan,  (2) the number and type of shares  covered  by
outstanding  Options, (3) the exercise prices  specified  therein
and  (4) other provisions of this Plan which specify a number  of
shares,  all  as  such  Board  or  Committee  determines  to   be
appropriate and equitable.

     6.5   Rights  of  Participants.  Nothing in the  Plan  shall
interfere  with or limit in any way the right of the  Company  or
any  Subsidiary to terminate any Participant's employment at  any
time (with or without cause), or confer upon any Participant  any
right  to continue in the employ of the Company or any Subsidiary
for   any  period  of  time  or  to  continue  to  receive   such
Participant's  current  (or  other)  rate  of  compensation.   No
employee  shall have a right to be selected as a Participant  or,
having been so selected, to be selected again as a Participant.

     6.6   Fair  Market  Value Determination.  Until  the  Common
Stock  is  listed on a security exchange or quoted on the  Nasdaq
Stock Market, the Board or the Committee will determine the  Fair
Market  Value per share of Common Stock based on such factors  as
the  members  thereof in the exercise of their business  judgment
consider  relevant as necessary and any Participant  may  receive
upon  termination of his or her employment with the  Company  the
most  recent Fair Market Value determination for the Common Stock
upon written request to the Board.

                                47
<PAGE>

     6.7   Amendment, Suspension and Termination  of  Plan.   The
Board  or the Committee may suspend or terminate the Plan or  any
portion thereof at any time and may amend it from time to time in
such  respects as the Board or the Committee may deem  advisable;
provided,  however, that no such amendment shall be made  without
shareholder  approval to the extent such approval is required  by
law,  agreement  or the rules of any exchange or national  market
system  upon  which  the  Common Stock is  listed,  and  no  such
amendment, suspension or termination shall impair the  rights  of
Participants  under  outstanding  Options  without  the   written
consent  of the Participants affected thereby, except as provided
below.   No  Options shall be granted hereunder after  the  tenth
anniversary of the adoption of the Plan.

     6.8   Amendment  of Outstanding Options.  The Committee  may
amend  or modify any Option in any manner to the extent that  the
Committee  would have had the authority under the Plan  initially
to   grant  such  Option;  provided  that,  except  as  expressly
contemplated elsewhere herein or in any agreement evidencing such
Option, no such amendment or modification shall impair the rights
of  any  Participant  under any outstanding  Option  without  the
written consent of such Participant.

     6.9   Indemnification.  In addition to such other rights  of
indemnification as they may have as members of the Board  or  the
Committee,  the members of the Committee shall be indemnified  by
the  Company  against  (i)  all  costs  and  expenses  reasonably
incurred  by  them  in  connection  with  any  action,  suit   or
proceeding to which they or any of them may be party by reason of
any  action  taken or failure to act under or in connection  with
the  Plan  or  any Option granted under the Plan,  and  (ii)  all
amounts  paid  by  them  in  settlement  thereof  (provided  such
settlement  is approved by independent legal counsel selected  by
the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding; provided, however, that any such
Committee member shall be entitled to the indemnification  rights
set  forth in this Section 6.9 only if such member (1)  acted  in
good  faith and in a manner that such member reasonably  believed
to  be in, and not opposed to, the best interests of the Company,
and  (2)  with respect to any criminal action or proceeding,  (A)
had  no  reasonable  cause  to  believe  that  such  conduct  was
unlawful,  and (B) upon the institution of any such action,  suit
or  proceeding a Committee member shall give the Company  written
notice  thereof and an opportunity to handle and defend the  same
before  such Committee member undertakes to handle and defend  it
on his own behalf.

     6.10 Restricted Securities.   Unless registered as described
in  Section 6.2 hereof, all Common Stock issued pursuant  to  the
terms  of this Plan shall constitute "restricted securities,"  as
that  term  is defined in Rule 144 promulgated by the  Securities
and  Exchange Commission pursuant to the Securities Act, and  may
not  be  transferred except in compliance with  the  registration
requirements of the Securities Act or an exemption therefrom.


                      *    *    *    *    *

                                48