EXHIBIT 4.6

                         FORM OF STOCK AWARD TAX NOTICE


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                 TAX ISSUES RELATED TO EXERCISE OF STOCK OPTIONS


         This   memorandum   reviews  the  tax  effects  upon  the  exercise  of
"Non-Incentive  Stock Options"  ("NSOs")  (those options awarded to non-employee
directors and perhaps to some officers) and "Incentive  Stock Options"  ("ISOs")
(those options generally awarded to officers and employees).

A.       Exercise of an NSO
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         Upon the  exercise of an NSO, the amount by which the fair market value
of the shares on the date of exercise  exceeds the exercise  price will be taxed
to the optionee as ordinary income.  The Company will be entitled to a deduction
in  the  same  amount,  provided  it  makes  all  required  withholdings  on the
compensation  element of the exercise.  In general,  the optionee's tax basis in
the shares  acquired by  exercising  an NSO is equal to the fair market value of
such shares on the date of exercise.  Upon a subsequent  sale of any such shares
in a  taxable  transaction,  the  optionee  will  realize  capital  gain or loss
(long-term  or  short-term,  depending  on whether the shares were held for more
than 12 months before the sale) in an amount equal to the difference between his
or her basis in the shares and the sale price.

         Special  rules  apply if an  optionee  pays  the  exercise  price  upon
exercise of NSOs with previously  acquired shares of stock.  Except as described
below with respect to shares  acquired  pursuant to ISOs,  such a transaction is
treated as a  tax-free  exchange  of the old  shares for the same  number of new
shares.  To that extent,  the optionee's  basis in the new shares is the same as
his or her basis in the old shares, i.e., there is a carryover of basis, and the
capital gain holding period runs without interruption from the date when the old
shares were  acquired.  The value of any new shares  received by the optionee in
excess of the number of old shares  surrendered  less any cash the optionee pays
for the new shares will be taxed as ordinary income. The optionee's basis in the
additional  shares is equal to the fair market  value of such shares on the date
the shares were  transferred,  and the capital gain holding period  commences on
the same date.  The effect of these  rules is to defer the date when any gain in
the old  shares  that  are used to buy new  shares  must be  recognized  for tax
purposes.  Stated  differently,  these  rules  allow an  optionee to finance the
exercise of an NSO by using shares of stock that he or she already owns, without
paying  current  tax on any  unrealized  appreciation  in the  value of all or a
portion of those old shares.

B.       Exercise of an ISO
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         The holder of an ISO will not be subject to federal income tax upon the
exercise of the ISO, and the Company will not be entitled to a tax  deduction by
reason of such  exercise,  provided  that the  holder is still  employed  by the
Company  (or  terminated  employment  no longer  than  three  months  before the
exercise date).  Additional exceptions to this exercise timing requirement apply
upon the death or disability of the optionee. A sale of the shares received upon
the  exercise of an ISO which  occurs both more than one year after the exercise
of the ISO and more than two years after the grant of the ISO will result in the
realization  of long-term  capital gain or loss in the amount of the  difference
between the amount  realized on the sale and the exercise price for such shares.
Generally,  upon a sale or  disposition  of the  shares  prior to the  foregoing
holding  requirements  (referred  to  as  a  "disqualifying  disposition"),  the
optionee  will  recognize  ordinary  income,  and the  Company  will  receive  a
corresponding deduction equal to the lesser of (i) the excess of the fair market
value of the shares on the date of transfer to the  optionee  over the  exercise
price,  or (ii) the excess of the amount  realized on the  disposition  over the
exercise  price for such shares.  Currently,  ISO exercises are exempt from FICA
and  FUTA  taxes  and  a  disqualifying  disposition  is  exempt  from  employer
withholding.

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         A special rule applies if an optionee  pays all or part of the exercise
price  of an ISO by  surrendering  shares  of  stock  that he or she  previously
acquired  by  exercising  any other ISO.  If the  optionee  has not held the old
shares  for  the  full  duration  of  the  applicable   holding  periods  before
surrendering  them,  then the  surrender  of such shares to exercise the new ISO
will be treated as a disqualifying  disposition of the old shares.  As described
above,  the result of a  disqualifying  disposition is the loss of favorable tax
consequences  with respect to the  acquisition of the old shares pursuant to the
previously exercised ISO.

         Where the applicable holding period requirements have been met, the use
of previously  acquired  shares of stock to pay all or a portion of the exercise
price of an ISO may offer significant tax advantages, particularly a deferral of
the recognition of any appreciation in the surrendered shares in the same manner
as discussed above with respect to NSOs.

C.       Alternative Minimum Tax
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         The  "alternative  minimum  tax"  is  paid  when  such  tax  exceeds  a
taxpayer's regular federal income tax. The alternative minimum tax is calculated
based on alternative minimum taxable income, which is taxable income for federal
income tax  purposes,  modified  by certain  adjustments  and  increased  by tax
preference items.

         The spread  under an ISO - i.e.,  the  difference  between (a) the fair
market  value  of the  shares  at  exercise  and  (b)  the  exercise  price - is
classified  as  alternative  minimum  taxable  income for the year of  exercise.
Alternative  minimum  taxable income may be subject to the  alternative  minimum
tax.  However,  a  disqualifying  disposition  of the shares  subject to the ISO
during the same year in which the ISO was exercised  will  generally  cancel the
alternative minimum taxable income generated upon exercise of the ISO.

         When a taxpayer  sells stock  acquired  through the exercise of an ISO,
generally only the difference between the fair market value of the shares on the
date of  exercise  and the  date of sale is used in  computing  the  alternative
minimum  tax. The portion of a taxpayer's  minimum tax  attributable  to certain
items of tax  preference  (including the spread upon the exercise of an ISO) can
be  credited  against the  taxpayer's  regular  liability  in later years to the
extent that liability exceeds the alternative minimum tax.