Exhibit 4.1

                             ADEPT TECHNOLOGY, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN
                        (as amended through August 2000)

         The following  constitute  the  provisions  of the 1998 Employee  Stock
Purchase Plan of Adept Technology, Inc.

         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under  Section  423 of the  Internal  Revenue  Code of  1986,  as  amended.  The
provisions  of the Plan,  accordingly,  shall be  construed  so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2.  Definitions.

             (a) "Board" shall mean the Board of Directors of the Company

             (b)"Code" shall mean the Internal Revenue Code of 1986, as amended.

             (c)"Common Stock" shall mean the common stock of the Company.

             (d)"Company"  shall mean Adept Technology,  Inc. and any Designated
Subsidiary of the Company.

             (e)"Compensation" shall mean all base straight time gross earnings,
commissions, and payments for overtime.

             (f)"Designated Subsidiaries" shall mean the Subsidiaries which have
been  designated  by the  Board  from  time to time in its  sole  discretion  as
eligible to participate in the Plan.

             (g) "Employee"  shall mean any individual who is an employee of the
Company for tax purposes whose customary employment with the Company is at least
twenty  (20) hours per week and more than two (2) months in any  calendar  year.
For  purposes  of the Plan,  the  employment  relationship  shall be  treated as
continuing  intact  while  the  individual  is on sick  leave or other  leave of
absence  approved by the Company.  Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract,  the employment  relationship will be deemed to have terminated on the
91st day of such leave.

             (h)  "Enrollment  Date"  shall mean the first  Trading  Day of each
Offering Period.

             (i)  "Exercise  Date"  shall  mean  the  last  Trading  Day of each
Purchase Period.

             (j) "Fair Market  Value" shall mean,  as of any date,  the value of
Common Stock determined as follows:

                  (1) If the  Common  Stock is listed on any  established  stock
exchange or a national market system,  including  without  limitation The Nasdaq
Stock Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,  its Fair
Market  Value shall be the closing  sale price for the Common Stock (or the mean
of the closing bid and asked prices,  if no sales were  reported),  as quoted on
such  exchange  or system for the last  market  trading  day on the date of such
determination,  as reported in The Wall Street  Journal or such other  source as
the Board deems reliable; or

                  (2) If the Common  Stock is  regularly  quoted by a recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean of the  closing bid and asked  prices for the Common  Stock on
the date of such  determination,  as reported in The Wall Street Journal or such
other source as the Board deems reliable; or

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                  (3) In the  absence  of an  established  market for the Common
Stock,  the Fair Market Value  thereof  shall be determined in good faith by the
Board.

             (k)  "Offering  Period"  shall mean,  commencing  May 1, 2001,  the
period of  approximately  twenty-four (24) months during which an option granted
pursuant to the Plan may be exercised, commencing on the first Trading Day on or
after May 1 and November 1 of each year and  terminating on the last Trading Day
in the period ending twenty-four (24) months later; provided,  however, that the
first  Offering  Period under the Plan shall commence with the first Trading Day
on or after  November 6, 1998,  and ending on the last  Trading Day on or before
October 31, 1999.  The  duration  and timing of Offering  Periods may be changed
pursuant to Section 4 of this Plan.

             (l) "Plan" shall mean this 1998 Employee Stock Purchase Plan.

             (m) "Purchase Period" shall mean the approximately six month period
commencing  after one  Exercise  Date and ending  with the next  Exercise  Date,
except that the first Purchase  Period of any Offering  Period shall commence on
the Enrollment Date and end with the next Exercise Date; provided, however, that
the first  Purchase  Period under the Plan shall commence with the first Trading
Day on or after  November 6, 1998,  and shall end on the last  Trading Day on or
before April 30, 1999.

             (n)  "Purchase  Price" shall mean 85% of the Fair Market Value of a
share of Common Stock on the Enrollment Date or on the Exercise Date,  whichever
is lower; provided however, that the Purchase Price may be adjusted by the Board
pursuant to Section 20.

             (o)  "Reserves"  shall  mean the  number of shares of Common  Stock
covered by each option under the Plan which have not yet been  exercised and the
number of shares of Common Stock which have been  authorized  for issuance under
the Plan but not yet placed under option.

             (p) "Subsidiary" shall mean a corporation,  domestic or foreign, of
which  not less  than 50% of the  voting  shares  are held by the  Company  or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

             (q)  "Trading  Day"  shall  mean  a day  on  which  national  stock
exchanges and the Nasdaq System are open for trading.

         3.  Eligibility.

             (a) Any  Employee  (as  defined  in  Section  2(g)),  who  shall be
employed  by the  Company  on a given  Enrollment  Date  shall  be  eligible  to
participate in the Plan.

             (b) Any provisions of the Plan to the contrary notwithstanding,  no
Employee  shall be  granted  an option  under the Plan (i) to the  extent  that,
immediately  after the grant,  such  Employee  (or any other  person whose stock
would be  attributed to such  Employee  pursuant to Section  424(d) of the Code)
would own  capital  stock of the  Company  and/or  hold  outstanding  options to
purchase such stock  possessing  five percent (5%) or more of the total combined
voting  power or value of all classes of the capital  stock of the Company or of
any  Subsidiary,  or (ii) to the extent that his or her rights to purchase stock
under all  employee  stock  purchase  plans of the Company and its  subsidiaries
accrues at a rate which exceeds Twenty-Five  Thousand Dollars ($25,000) worth of
stock (determined at the fair market value of the shares at the time such option
is granted) for each  calendar year in which such option is  outstanding  at any
time.

         4. Offering  Periods.  The Plan shall be  implemented  by  consecutive,
overlapping  Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November 1 of each year, or on such other date
as the Board shall  determine,  and continuing  thereafter  until  terminated in
accordance with Section 20 hereof;  provided,  however,  that the first Offering
Period  under the Plan shall  commence  with the first  Trading  Day on or after
November 6, 1998,  and ending on the last  Trading Day on or before  October 31,
1999. The Board shall have the power to change the duration of Offering  Periods
(including  the  commencement  dates  thereof) with respect to future  offerings
without shareholder  approval if such change is announced prior to the scheduled
beginning of the first Offering Period to be affected thereafter.

         5. Participation.

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             (a) An eligible  Employee may become a  participant  in the Plan by
completing a subscription  agreement  authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's  payroll office prior
to the applicable Enrollment Date.

             (b) Payroll  deductions  for a  participant  shall  commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering  Period to which such  authorization  is applicable,  unless sooner
terminated by the participant as provided in Section 10 hereof.

         6.  Payroll Deductions.

             (a)  At the  time  a  participant  files  his  or her  subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering  Period in an amount not exceeding  fifteen percent (15%) of
the  Compensation  which he or she  receives on each pay day during the Offering
Period, provided, however, the aggregate of such payroll deductions under two or
more employee stock purchase plans of the Company that are  overlapping  may not
exceed fifteen percent (15%) of the participant's  Compensation  which he or she
receives on each pay day during the Offering Period.

             (b) All payroll deductions made for a participant shall be credited
to his or her account  under the Plan and will be withheld in whole  percentages
only. A participant may not make any additional payments into such account.

             (c) A participant may discontinue his or her  participation  in the
Plan as provided in Section 10 hereof,  or may  increase or decrease the rate of
his or her payroll deductions during the Offering Period by completing or filing
with the Company a new  subscription  agreement  authorizing a change in payroll
deduction  rate.  The  Board  may,  in  its  discretion,  limit  the  number  of
participation  rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation  more quickly. A participant's
subscription  agreement shall remain in effect for successive  Offering  Periods
unless terminated as provided in Section 10 hereof.

             (d)  Notwithstanding  the  foregoing,  to the extent  necessary  to
comply  with  Section   423(b)(8)  of  the  Code  and  Section  3(b)  hereof,  a
participant's  payroll  deductions  may be decreased to zero percent (0%) by the
participant  at any time  during a Purchase  Period.  Payroll  deductions  shall
recommence at the rate provided in such participant's  subscription agreement at
the  beginning  of the first  Purchase  Period  which is scheduled to end in the
following  calendar year,  unless  terminated by the  participant as provided in
Section 10 hereof.

             (e) At the time the option is exercised, in whole or in part, or at
the time some or all of the  Company's  Common  Stock  issued  under the Plan is
disposed of, the  participant  must make  adequate  provision  for the Company's
federal, state, or other tax withholding  obligations,  if any, which arise upon
the exercise of the option or the  disposition of the Common Stock. At any time,
the Company may, but will not be obligated to,  withhold from the  participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax  deductions or benefits  attributable  to sale or early  disposition  of
Common Stock by the Employee.

         7. Grant of Option.  On the  Enrollment  Date of each Offering  Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each  Exercise  Date during such  Offering  Period (at the
applicable  Purchase  Price) up to a number of  shares of the  Company's  Common
Stock  determined by dividing such  Employee's  payroll  deductions  accumulated
prior to such Exercise Date and retained in the Participant's  account as of the
Exercise Date by the applicable Purchase Price;  provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 3,000
shares of the  Company's  Common Stock  (subject to any  adjustment  pursuant to
Section  19), and provided  further that such  purchase  shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof.  The Board may, for future
Offering Periods, increase or decrease, in its absolute discretion,  the maximum
number of shares of the Company's  Common Stock an Employee may purchase  during
each Purchase Period of such Offering Period. Exercise of the option shall occur
as provided in Section 8 hereof,  unless the participant has withdrawn  pursuant
to  Section  10  hereof,  and the  option  shall  expire  on the last day of the
Offering Period.

         8. Exercise of Option.

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             (a) Unless a  participant  withdraws  from the Plan as  provided in
Section  10  hereof,  his or her  option  for the  purchase  of  shares  will be
exercised  automatically  on the Exercise  Date,  and the maximum number of full
shares  subject  to  option  shall  be  purchased  for such  participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  will  be  purchased;  any  payroll  deductions
accumulated  in a  participant's  account which are not sufficient to purchase a
full share  shall be retained in the  participant's  account for the  subsequent
Purchase  Period or  Offering  Period,  subject  to  earlier  withdrawal  by the
participant  as provided in Section 10 hereof.  Any other  monies left over in a
participant's  account  after  the  Exercise  Date  shall  be  returned  to  the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

             (b) If the Board  determines  that, on a given  Exercise  Date, the
number of shares with respect to which options are to be exercised may exceed:

                 (i) the number of shares of Common  Stock  that were  available
for  sale  under  the Plan on the  Enrollment  Date of the  applicable  Offering
Period, or

                 (ii) the number of shares  available for sale under the Plan on
such Exercise Date, the Board may in its sole discretion

                       (x)  provide  that  the  Company  shall  make a pro  rata
allocation  of the  shares  of  Common  Stock  available  for  purchase  on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable  and as it shall determine in its sole discretion to be equitable
among all  participants  exercising  options to  purchase  Common  Stock on such
Exercise Date, and continue all Offering Periods then in effect, or

                       (y)  provide  that  the  Company  shall  make a pro  rata
allocation  of the shares  available  for  purchase on such  Enrollment  Date or
Exercise Date, as applicable, in as uniform a manner as shall be practicable and
as it  shall  determine  in  its  sole  discretion  to be  equitable  among  all
participants  exercising options to purchase Common Stock on such Exercise Date,
and terminate any or all Offering  Periods then in effect pursuant to Section 20
hereof.

The  Company  may make a pro rata  allocation  of the  shares  available  on the
Enrollment  Date of any  applicable  Offering  Period  pursuant to the preceding
sentence,  notwithstanding  any  authorization of additional shares for issuance
under the Plan by the Company's shareholders subsequent to such Enrollment Date.

         9.  Delivery.  As promptly as  practicable  after each Exercise Date on
which a purchase of shares  occurs,  the Company  shall  arrange the delivery to
each  participant,  as  appropriate,  of a certificate  representing  the shares
purchased upon exercise of his or her option.

         10. Withdrawal.

             (a) A  participant  may  withdraw  all but not  less  than  all the
payroll  deductions  credited to his or her account and not yet used to exercise
his or her  option  under the Plan at any time by giving  written  notice to the
Company in the form of Exhibit B to this Plan. All of the participant's  payroll
deductions  credited  to his or her  account  will be  paid to such  participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering  Period will be  automatically  terminated,  and no further payroll
deductions for the purchase of shares will be made for such Offering Period.  If
a participant  withdraws from an Offering  Period,  payroll  deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

             (b) A  participant's  withdrawal  from an Offering Period shall not
have any effect upon his or her  eligibility  to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding  Offering Periods
which  commence  after the  termination  of the  Offering  Period from which the
participant withdraws.

         11. Termination of Employment.

         Upon a  participant's  ceasing to be an Employee (as defined in Section
2(g)  hereof),  for any  reason,  he or she will be  deemed to have  elected  to
withdraw from the Plan and the payroll deductions credited to such participant's
account during the Offering  Period but not yet used to exercise the option will
be  returned  to such

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participant  or,  in the case of his or her  death,  to the  person  or  persons
entitled thereto under Section 15 hereof, and such participant's  option will be
automatically terminated. The preceding sentence notwithstanding,  a participant
who receives  payment in lieu of notice of  termination  of employment  shall be
treated as continuing to be an Employee for the  participant's  customary number
of hours per week of employment  during the period in which the  participant  is
subject to such payment in lieu of notice.

         12. Interest.  No interest shall accrue on the payroll  deductions of a
participant in the Plan.

         13. Stock.

             (a) Subject to  adjustment  upon changes in  capitalization  of the
Company as  provided in Section 19 hereof,  the maximum  number of shares of the
Company's  Common  Stock which shall be made  available  for sale under the Plan
shall be 600,000 shares, plus an annual increase to be added on the first day of
the  Company's  fiscal  year  beginning  in July 1999 equal to the lesser of (i)
600,000 shares or (ii) 3% of the outstanding shares on the last day of the prior
fiscal year or (iii) a lesser amount determined by the Board.

             (b) The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.

             (c) Shares to be delivered to a participant  under the Plan will be
registered in the name of the  participant or in the name of the participant and
his or her spouse.

         14.  Administration.  The Plan shall be  administered by the Board or a
committee  of members  of the Board  appointed  by the  Board.  The Board or its
committee  shall have full and  exclusive  discretionary  authority to construe,
interpret  and  apply the terms of the Plan,  to  determine  eligibility  and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination  made by the  Board or its  committee  shall,  to the full  extent
permitted by law, be final and binding upon all parties.

         15. Designation of Beneficiary.

             (a) A participant  may file a written  designation of a beneficiary
who is to receive any shares and cash,  if any, from the  participant's  account
under  the  Plan in the  event  of such  participant's  death  subsequent  to an
Exercise  Date on which the option is  exercised  but prior to  delivery to such
participant  of such shares and cash.  In  addition,  a  participant  may file a
written  designation  of a  beneficiary  who is to  receive  any  cash  from the
participant's  account under the Plan in the event of such  participant's  death
prior to exercise of the option.  If a participant is married and the designated
beneficiary  is not the  spouse,  spousal  consent  shall be  required  for such
designation to be effective.

             (b)  Such   designation  of  beneficiary  may  be  changed  by  the
participant  at any time by  written  notice.  In the  event  of the  death of a
participant  and in the absence of a beneficiary  validly  designated  under the
Plan who is living at the time of such  participant's  death,  the Company shall
deliver such shares and/or cash to the executor or  administrator  of the estate
of the participant,  or if no such executor or administrator  has been appointed
(to the knowledge of the Company),  the Company, in its discretion,  may deliver
such  shares  and/or  cash to the  spouse  or to any one or more  dependents  or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         16.   Transferability.   Neither  payroll  deductions   credited  to  a
participant's account nor any rights with regard to the exercise of an option or
to  receive  shares  under the Plan may be  assigned,  transferred,  pledged  or
otherwise  disposed of in any way (other  than by will,  the laws of descent and
distribution or as provided in Section 15 hereof) by the  participant.  Any such
attempt at assignment,  transfer,  pledge or other  disposition shall be without
effect,  except  that the  Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

         17.  Use of  Funds.  All  payroll  deductions  received  or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         18.   Reports.   Individual   accounts  will  be  maintained  for  each
participant  in the Plan.  Statements of account will be given to  participating
Employees  at least  annually,  which  statements  will set forth the amounts of
payroll  deductions,  the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

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         19.   Adjustments   Upon   Changes  in   Capitalization,   Dissolution,
Liquidation, Merger or Asset Sale.

             (a) Changes in  Capitalization.  Subject to any required  action by
the shareholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase  Period  (pursuant to Section 7), as well
as the price per share and the number of shares of Common Stock  covered by each
option under the Plan which has not yet been exercised shall be  proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of shares of Common  Stock  effected  without  receipt of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration".  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an option.

             (b)  Dissolution  or  Liquidation.  In the  event  of the  proposed
dissolution or liquidation of the Company,  the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall  terminate   immediately  prior  to  the  consummation  of  such  proposed
dissolution or  liquidation,  unless  provided  otherwise by the Board.  The New
Exercise Date shall be before the date of the Company's proposed  dissolution or
liquidation.  The Board shall notify each  participant in writing,  at least ten
(10)  business days prior to the New Exercise  Date,  that the Exercise Date for
the participant's  option has been changed to the New Exercise Date and that the
participant's option shall be exercised  automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

             (c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially  all of the assets of the  Company,  or the merger of the  Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent  option  substituted  by the  successor  corporation  or a Parent  or
Subsidiary  of the  successor  corporation.  In the  event  that  the  successor
corporation refuses to assume or substitute for the option, any Purchase Periods
then in progress  shall be shortened  by setting a new  Exercise  Date (the "New
Exercise  Date") and any Offering  Periods then in progress shall end on the New
Exercise  Date.  The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in writing,  at
least ten (10) business days prior to the New Exercise  Date,  that the Exercise
Date for the participant's  option has been changed to the New Exercise Date and
that the  participant's  option  shall  be  exercised  automatically  on the New
Exercise Date,  unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

         20. Amendment or Termination.

             (a) The Board of  Directors  of the Company may at any time and for
any reason terminate or amend the Plan. Except as provided in Section 19 hereof,
no such  termination  can affect options  previously  granted,  provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board  determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders. Except as provided
in Section 19 and this Section 20 hereof,  no  amendment  may make any change in
any  option  theretofore  granted  which  adversely  affects  the  rights of any
participant.  To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain  shareholder  approval in such a manner
and to such a degree as required.

             (b) Without  shareholder  consent and without regard to whether any
participant  rights may be considered  to have been  "adversely  affected,"  the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period,  establish  the  exchange  ratio  applicable  to amounts  withheld  in a
currency other than U.S.  dollars,  permit payroll  withholding in excess of the
amount  designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections,  establish
reasonable  waiting and  adjustment  periods  and/or  accounting  and  crediting
procedures  to ensure that amounts  applied  toward the purchase of Common Stock
for  each  participant  properly  correspond  with  amounts  withheld  from  the
participant's  Compensation,  and establish such other limitations or procedures
as the Board (or its  committee)  determines  in its sole  discretion  advisable
which are consistent with the Plan.

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             (c) In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences,  the Board
may, in its  discretion  and, to the extent  necessary or  desirable,  modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:

                (1)  altering  the  Purchase  Price  for  any  Offering   Period
including  an  Offering  Period  underway  at the time of the change in Purchase
Price;

                (2) shortening any Offering  Period so that the Offering  Period
ends on a new Exercise Date,  including an Offering  Period underway at the time
of the Board action; and

                (3) allocating shares pursuant to Section 8(b) above.

                Such  modifications or amendments shall not require  shareholder
approval or the consent of any Plan participants.

         21. Notices.  All notices or other  communications  by a participant to
the Company  under or in  connection  with the Plan shall be deemed to have been
duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder,  and the requirements
of any stock  exchange  upon which the  shares may then be listed,  and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

             As a  condition  to the  exercise  of an option,  the  Company  may
require the person  exercising  such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned applicable provisions of law.

         23. Term of Plan.  The Plan shall become  effective upon the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders of the Company.  It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 20 hereof.

         24.  Automatic  Transfer to Low Price  Offering  Period.  To the extent
permitted by any applicable  laws,  regulations,  or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the  Enrollment  Date
of such Offering Period,  then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their  option on such  Exercise  Date and  automatically  re-enrolled  in the
immediately following Offering Period as of the first day thereof.