EXHIBIT 10
                       VIVID TECHNOLOGIES, INC.
                                   
                      1999 EQUITY INCENTIVE PLAN

Section 1.  Purpose

      The purpose of theVivid Technologies, Inc. 1999 Equity Incentive
Plan  (the  "Plan")  is  to attract and retain  employees,  directors,
advisors  and consultants, to provide an incentive for them to  assist
Vivid  Technologies,  Inc. (the "Corporation") to  achieve  long-range
performance goals, and to enable them to participate in the  long-term
growth of the Corporation.

Section 2.  Definitions

(a)   "Affiliate"  means any business entity in which the  Corporation
  owns directly or indirectly 50% or more of the total combined voting
  power  or has a significant financial interest as determined by  the
  Committee.

(b)   "Annual  Meeting"  means the annual meeting of  shareholders  or
  special meeting in lieu of annual meeting of shareholders at which one
  or more directors are elected.

(c)   "Award"  means any Option, Stock Appreciation Right, Performance
  Share, Restricted Stock, or Stock Award awarded under the Plan.

(d)   "Award  Share"  means  a share of Common  Stock  awarded  to  an
  employee, director, advisor or consultant without payment therefor.

(e)  "Board" means the Board of Directors of the Corporation.

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

(g)   "Committee"  means the Compensation Committee of the  Board,  or
  such  other  committee  of not less than two members  of  the  Board
  appointed  by  the Board to administer the Plan, provided  that  the
  members of such Committee must be Non-Employee Directors as defined in
  Rule 16b-3(b) promulgated under the Securities Exchange Act of 1934,
  as amended.

(h)   "Common Stock" or "Stock" means the Common Stock, par value $.01
  per share, of the Corporation.

(i)  "Corporation" means Vivid Technologies, Inc.

(j)   "Designated Beneficiary" means the beneficiary designated  by  a
  Participant, in a manner determined by the Board, to receive amounts
  due  or  exercise  rights of the Participant in  the  event  of  the
  Participant's death.  In the absence of an effective designation by a
  Participant,  Designated Beneficiary shall  mean  the  Participant's
  estate.

(k)  "Eligible Director" means each director of the Corporation who is
  not then an employee of the Corporation or affiliated with any holder
  of more than 5% of the outstanding voting stock of the Corporation.

(l)  "Fair Market Value" means, with respect to Common Stock, the last
  sale price of the Common Stock as reported on the National Association
  of Securities Dealers Automated Quotation System ("NASDAQ") or on  a
  national securities exchange on which the Common Stock may be traded
  on  the date of the granting of the Award, or if such date is not  a
  business day, the first business day preceding such grant.   If  the
  Common Stock is not publicly traded, the fair market value shall mean
  the fair market value of the Common Stock as determined by the Board
  of Directors.

(m)   "Incentive Stock Option" means an option to purchase  shares  of
  Common  Stock, awarded to a Participant under Section  6,  which  is
  intended to meet the requirements of Section 422 of the Code or  any
  successor provision.

(n)  "Nonqualified Stock Option" means an option to purchase shares of
  Common Stock, awarded to a Participant under Section 6, which is not
  intended to be an Incentive Stock Option.

(o)   "Option" means an Incentive Stock Option or a Nonqualified Stock
  Option.

(p)   "Participant" means a person selected by the Board to receive an
  Award under the Plan.

(q)   "Performance Cycle" or "Cycle" means the period of time selected
  by the Board during which performance is measured for the purpose of
  determining the extent to which an award of Performance  Shares  has
  been earned.

(r)   "Performance Shares" mean shares of Common Stock  which  may  be
  earned  by  the  achievement  of performance  goals,  awarded  to  a
  Participant under Section 8.

(s)   "Restricted  Period" means the period of time  selected  by  the
  Board during which an award of Restricted Stock may be forfeited  to
  the Corporation.

(t)   "Restricted  Stock"  means shares of  Common  Stock  subject  to
  forfeiture, awarded to a Participant under Section 9.

(u)   "Stock Appreciation Right" or "SAR" means a right to receive any
  excess  in value of shares of Common Stock over the reference price,
  awarded to a Participant under Section 7.

(v)   "Stock Award" means an award of Common Stock, including an Award
  Share, or an award of Common Stock and other rights granted as units
  that  are  valued in whole or in part by reference to, or  otherwise
  based  on, the value of Common Stock, awarded to a Participant under
  Section 10.

Section 3.  Administration

      The Plan shall be administered by the Board, or if the Board  so
determines,  by  the  Committee. The  Committee  shall  serve  at  the
pleasure  of the Board, which may from time to time, and in  its  sole
discretion,  discharge any member, appoint additional new  members  in
substitution  for  those previously appointed  and/or  fill  vacancies
however caused.  A majority of the Committee shall constitute a quorum
and  the  acts of a majority of the members present at any meeting  at
which a quorum is present shall be deemed the action of the Committee.
The  Board,  including the Committee, shall have authority  to  adopt,
alter  and  repeal such administrative rules, guidelines and practices
governing  the  operation of the Plan as it shall from  time  to  time
consider advisable, and to interpret the provisions of the Plan.   The
Board's decisions shall be final and binding.  To the extent permitted
by  applicable law, the Board may delegate to the Committee the  power
to  make Awards to Participants and all determinations under the  Plan
with respect thereto.

Section 4.  Eligibility

      All  employees  and, in the case of Awards other than  Incentive
Stock  Options, directors, advisors and consultants of the Corporation
or   any  Affiliate  capable  of  contributing  significantly  to  the
successful performance of the Corporation, other than a person who has
irrevocably   elected  not  to  be  eligible,  are  eligible   to   be
Participants in the Plan.

Section 5.  Stock Available for Awards

(a)  Subject to adjustment under subsection (b), the maximum aggregate
  number of shares of Common Stock available for issuance under the Plan
  is 300,000 shares.  If any Award in respect of shares of Common Stock
  expires or is terminated unexercised or is forfeited for any reason or
  settled in a manner that results in fewer shares outstanding than were
  initially  awarded, including without limitation  the  surrender  of
  shares  in payment for the Award or any tax obligation thereon,  the
  shares subject to such Award or so surrendered, as the case may be, to
  the  extent of such expiration, termination, forfeiture or decrease,
  shall again be available for award under the Plan, subject, however,
  in  the  case of Incentive Stock Options, to any limitation required
  under  the  Code.   Common Stock issued through  the  assumption  or
  substitution of outstanding grants from an acquired corporation shall
  not  reduce the shares available for Awards under the Plan.   Shares
  issued  under the Plan may consist in whole or in part of authorized
  but unissued shares or treasury shares.

(b)   In  the event that the Board determines that any stock dividend,
  extraordinary cash dividend, creation of a class of equity securities,
  recapitalization,  reorganization, merger, consolidation,  split-up,
  spin-off, combination, exchange of shares, warrants or rights offering
  to  purchase Common Stock at a price substantially below fair market
  value, or other similar transaction affects the Common Stock such that
  an  adjustment  is  required in order to preserve  the  benefits  or
  potential benefits intended to be made available under the Plan, then
  the  Board, subject, in the case of Incentive Stock Options, to  any
  limitation required under the Code, shall equitably adjust any or all
  of (i) the number and kind of shares in respect of which Awards may be
  made  under the Plan, (ii) the number and kind of shares subject  to
  outstanding Awards, and (iii) the award, exercise or conversion price
  with respect to any of the foregoing, and if considered appropriate,
  the  Board may make provision for a cash payment with respect to  an
  outstanding Award, provided that the number of shares subject to any
  Award shall always be a whole number.

Section 6.  Stock Options

(a)   Subject  to  the  provisions of the Plan, the  Board  may  award
  Incentive Stock Options and Nonqualified Stock Options and determine
  the  number of shares to be covered by each Option, the option price
  therefor and the conditions and limitations applicable to the exercise
  of  the Option.  The terms and conditions of Incentive Stock Options
  shall be subject to and comply with Section 422 of the Code, or  any
  successor provision, and any regulations thereunder.

(b)   The  Board  shall establish the option price at  the  time  each
  Option is awarded.

(c)   Each  Option shall be exercisable at such times and  subject  to
  such terms and conditions as the Board may specify in the applicable
  Award  or  thereafter.   The Board may impose such  conditions  with
  respect to the exercise of Options, including conditions relating to
  applicable federal or state securities laws, as it considers necessary
  or advisable.

(d)   No  shares  shall be delivered pursuant to any  exercise  of  an
  Option until payment in full of the option price therefor is received
  by the Corporation.  Such payment may be made in whole or in part in
  cash or, to the extent permitted by the Board at or after the award of
  the Option, by delivery of a note or shares of Common Stock owned by
  the  optionholder, including Restricted Stock, valued at their  Fair
  Market Value on the date of delivery, by the reduction of the shares
  of  Common Stock that the optionholder would be entitled to  receive
  upon  exercise of the Option, such shares to be valued at their Fair
  Market Value on the date of exercise, less their option price (a so-
  called "cashless exercise"), or such other lawful consideration as the
  Board  may determine.  In addition, to the extent permitted  by  the
  Board, an optionholder may engage in a successive exchange (or series
  of  exchanges)  in  which  the shares  of  Common  Stock  that  such
  optionholder is entitled to receive upon the exercise of an Option may
  be  simultaneously  utilized  as payment  for  the  exercise  of  an
  additional Option or Options.

(e)   The Board may provide for the automatic award of an Option  upon
  the delivery of shares to the Corporation in payment of an Option for
  up to the number of shares so delivered.

(f)   In  the case of Incentive Stock Options the following additional
  conditions shall apply to the extent required under Section 422 of the
  Code for the options to qualify as Incentive Stock Options:

   (i)   Such  options  shall  be granted only  to  employees  of  the
      Corporation, and shall not be granted to any person who owns stock
      that possesses more than ten percent of the total combined voting
      power of all classes of stock of the Corporation or of its parent or
      subsidiary corporation (as those terms are defined in Section 422(b)
      of the Internal Revenue Code of 1986, as amended, and the regulations
      promulgated thereunder), unless, at the time of such grant,  the
      exercise price of such option is at least 110% of the fair market
      value of the stock that is subject to such option and the option shall
      not be exercisable more than five years after the date of grant;
   
   (ii) The option price with respect to Incentive Stock Options shall
      not be less than 100% of the Fair Market Value of the Common Stock on
      the date of award.
   
   (iii)     Such options shall, by their terms, be transferable by the
      optionholder only by the laws of descent and distribution, and shall
      be exercisable only by such optionholder during his lifetime.
   
   (iv) Such options shall not be granted more than ten years from the
      effective date of the Plan and shall not be exercisable more than ten
      years from the date of grant.
   
   (v)   To  the extent that the aggregate Fair Market Value of Common
      Stock  with respect to which Incentive Stock Options (determined
      without regard to this section) are exercisable for the first time by
      any employee Participant during any calendar year exceeds $100,000 (or
      such other amount as may be proscribed by the Code), such Incentive
      Stock Options shall be treated as options which are not Incentive
      Stock Options.

Section 7.  Stock Appreciation Rights

      Subject to the provisions of the Plan, the Board may award  SARs
in  tandem  with an Option (at or after the award of the  Option),  or
alone and unrelated to an Option.  SARs in tandem with an Option shall
terminate to the extent that the related Option is exercised, and  the
related Option shall terminate to the extent that the tandem SARs  are
exercised.

Section 8.  Performance Shares

(a)   Subject  to  the  provisions of the Plan, the  Board  may  award
  Performance Shares and determine the number of such shares for  each
  Performance Cycle and the duration of each Performance Cycle.  There
  may be more than one Performance Cycle in existence at any one time,
  and  the duration of Performance Cycles may differ from each  other.
  Unless  otherwise  determined by the Board,  the  payment  value  of
  Performance  Shares shall be equal to the Fair Market Value  of  the
  Common Stock on the date the Performance Shares are earned or, in the
  discretion of the Board, on the date the Board determines  that  the
  Performance Shares have been earned.

(b)   The Board shall establish performance goals for each Cycle,  for
  the  purpose  of determining the extent to which Performance  Shares
  awarded for such Cycle are earned, on the basis of such criteria and
  to  accomplish such objectives as the Board may from  time  to  time
  select.  During any Cycle, the Board may adjust the performance goals
  for such Cycle as it deems equitable in recognition of unusual or non-
  recurring events affecting the Corporation, changes in applicable tax
  laws or accounting principles, or such other factors as the Board may
  determine.

(c)   As soon as practicable after the end of a Performance Cycle, the
  Board shall determine the number of Performance Shares which have been
  earned  on  the basis of performance in relation to the  established
  performance goals.  The payment values of earned Performance  Shares
  shall  be distributed to the Participant or, if the Participant  has
  died,  to  the  Participant's Designated  Beneficiary,  as  soon  as
  practicable thereafter.  The Board shall determine, at or after  the
  time of award, whether payment values will be settled in whole or in
  part in cash or other property, including Common Stock or Awards.

Section 9.  Restricted Stock

(a)  Subject to the provisions of the Plan, the Board may award shares
  of  Restricted  Stock and determine the duration of  the  Restricted
  Period during which, and the conditions under which, the shares may be
  forfeited  to the Corporation and the other terms and conditions  of
  such  Awards.  Shares of Restricted Stock may be issued for no  cash
  consideration  or such minimum consideration as may be  required  by
  applicable law.

(b)    Shares   of  Restricted  Stock  may  not  be  sold,   assigned,
  transferred, pledged or otherwise encumbered, except as permitted by
  the Board, during the Restricted Period.  Shares of Restricted Stock
  shall  be evidenced in such manner as the Board may determine.   Any
  certificates issued in respect of shares of Restricted Stock shall be
  registered  in  the  name of the Participant  and  unless  otherwise
  determined by the Board, deposited by the Participant, together with a
  stock power endorsed in blank, with the Corporation. At the expiration
  of the Restricted Period, if the Corporation holds such certificates,
  the Corporation shall deliver such certificates to the Participant or
  if  the  Participant  has  died,  to  the  Participant's  Designated
  Beneficiary.

Section 10.  Stock Awards

(a)   Subject to the provisions of the Plan, the Board may award Stock
  Awards  subject to such terms, restrictions, conditions, performance
  criteria, vesting requirements and payment rules, if any, as the Board
  shall determine.

(b)   Shares of Common Stock awarded in connection with a Stock  Award
  shall   be  issued  for  no  cash  consideration  or  such   minimum
  consideration as may be required by applicable law. Such  shares  of
  Common Stock may be designated as Award Shares by the Board.

Section 11.  Options Granted to Non-Employee Directors

(a)   Unless otherwise determined by the Board, each Eligible Director
  shall automatically be granted a Nonqualified Option to acquire 10,000
  shares  of Common Stock effective as of the date he or she is  first
  elected to the Board or, with respect to Eligible Directors serving on
  the Board as of the Effective Date of the Plan, as of the date of the
  1999 Annual Meeting of the Corporation, in each case, the option price
  for which shall be the Fair Market Value of the Common Stock on such
  date  and  the  expiration of which shall be the  tenth  anniversary
  thereof.   Each Nonqualified Option issued pursuant to this  Section
  11(a)  shall  become  exercisable in 20% installments  beginning  on
  January 1 of the first year after the grant date, and on January 1 of
  each  year  thereafter, until such option is  fully  exercisable  on
  January 1 of the fifth year following the grant date.

(b)  Unless otherwise determined by the Board, each Eligible Director
who has served as a Director for six months shall automatically be
granted a Nonqualified Option to acquire 2,500 shares of Common Stock
as of January 1 of each year, beginning with a Nonqualified Option
granted as of the date of the 1999 Annual Meeting, the option price
for which shall be the Fair Market Value of the Common Stock on such
date and the expiration of which shall be the tenth anniversary
thereof. Each Nonqualified Option granted pursuant to this Section
11(b) may be exercised on and after the date that is six months after
the date of grant.

(c)  In addition, the Board may provide for such other terms and
conditions of the Options granted pursuant to this Section 11 as it
may determine in its sole discretion and as shall be set forth in the
applicable Option agreements, including, without limitation,
acceleration of exercise upon a change of control, termination of the
Options, and the effect on such Options of the death, retirement or
other termination of service as a director of the option holder.
Notwithstanding the foregoing, nothing herein shall preclude the Board
from granting Awards to such non-employee directors in addition to, or
in substitution for, those provided for in this Section 11.

Section 12.  General Provisions Applicable to Awards

(a)  Documentation.  Each Award under the Plan shall be evidenced by a
  written document delivered to the Participant specifying the terms and
  conditions thereof and containing such other terms and conditions not
  inconsistent with the provisions of the Plan as the Board  considers
  necessary or advisable to achieve the purposes of the Plan or comply
  with applicable tax and regulatory laws and accounting principles.

(b)  Securities Laws.  The Participant shall make such representations
  and furnish such information as may, in the opinion of counsel for the
  Corporation, be appropriate to permit the Corporation  to  issue  or
  transfer  the Stock in compliance with the provisions of  applicable
  federal or state securities laws.  The Corporation, in its discretion,
  may postpone the issuance and delivery of any Stock until completion
  of such registration or other qualification of such shares under any
  federal  or state laws, or stock exchange listing as the Corporation
  may consider appropriate.  The Corporation may require that prior to
  the  issuance  or transfer of Stock, the Participant  enter  into  a
  written  agreement  to  comply with any restrictions  on  subsequent
  disposition that the Corporation deems necessary or advisable  under
  any  applicable federal and state securities laws.  Certificates  of
  Stock issued hereunder may be legended to reflect such restrictions.

(c)   Board  Discretion.  Each type of Award may  be  made  alone,  in
  addition to or in relation to any other type of Award.  The terms of
  each type of Award need not be identical, and the Board need not treat
  Participants uniformly.  Except as otherwise provided by the Plan or a
  particular Award, any determination with respect to an Award may  be
  made  by  the  Board at the time of award or at any time thereafter.
  Without limiting the foregoing, an Award may be made by the Board, in
  its  discretion, to any 401(k), savings, pension, profit sharing  or
  other similar plan of the Corporation in lieu of or in addition to any
  cash or other property contributed or to be contributed to such plan.

(d)  Settlement.  The Board shall determine whether Awards are settled
  in  whole or in part in cash, Common Stock, other securities of  the
  Corporation, Awards, other property or such other methods as the Board
  may deem appropriate.  The Board may permit a Participant to defer all
  or any portion of a payment under the Plan, including the crediting of
  interest  on  deferred  amounts denominated  in  cash  and  dividend
  equivalents  on amounts denominated in Common Stock.  If  shares  of
  Common Stock are to be used in payment pursuant to an Award and such
  shares were acquired upon the exercise of a stock option (whether or
  not granted under this Plan), such shares must have been held by the
  Participant for at least six months.

(e)   Dividends and Cash Awards.  In the discretion of the Board,  any
  Award under the Plan may provide the Participant with (i) dividends or
  dividend  equivalents payable currently or deferred with or  without
  interest,  and  (ii) cash payments in lieu of or in addition  to  an
  Award.

(f)   Termination of Employment.  The Board shall determine the effect
  on an Award of the disability, death, retirement or other termination
  of employment of a Participant and the extent to which, and the period
  during  which, the Participant's legal representative,  guardian  or
  Designated  Beneficiary may receive payment of an Award or  exercise
  rights  thereunder.   The  Board  shall  have  complete  discretion,
  exercisable either at the time the Award is made or at any time while
  the Award remains outstanding, to accelerate the vesting of any Award
  or  any part of any Award remaining unvested upon the termination of
  employment of a Participant or to extend the period of time for which
  an  Option  is  to remain exercisable following the  termination  of
  employment of a Participant, provided, however, that in no event shall
  such Option be exercisable after the specified expiration date of such
  Option.

(g)   Change in Control.  In order to preserve a Participant's  rights
  under an Award in the event of a Change in Control of the Corporation,
  the Board in its discretion may, at the time an Award is made or  at
  any  time thereafter, take one or more of the following actions: (i)
  provide  for  the  acceleration of any time period relating  to  the
  exercise or realization of the Award, (ii) provide for the purchase of
  the Award for an amount of cash or other property that could have been
  received upon the exercise or realization of the Award had the Award
  been currently exercisable or payable, (iii) adjust the terms of the
  Award  in a manner determined by the Board to reflect the Change  in
  Control, (iv) cause the Award to be assumed, or new rights substituted
  therefor, by another entity, or (v) make such other provision as the
  Board  may  consider  equitable and in the  best  interests  of  the
  Corporation,  provided that, in the case of  an  action  taken  with
  respect  to an outstanding Award, the Participant's consent to  such
  action shall be required unless the Board determines that the action,
  taking  into  account any related action, would not  materially  and
  adversely affect the Participant.  Unless otherwise provided in  any
  Award,  for purposes hereof a "Change in Control" of the Corporation
  shall  mean: (i) the acquisition by any individual, entity or  group
  (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial
  ownership  (within the meaning of Rule 13d-3 promulgated  under  the
  Exchange Act) of 20% or more of the then outstanding shares of common
  stock of the Corporation (the "Outstanding Corporation Common Stock");
  provided,  however, that any acquisition by the Corporation  or  its
  subsidiaries, or any employee benefit plan (or related trust) of the
  Corporation  or  its  subsidiaries of 20%  or  more  of  Outstanding
  Corporation Common Stock shall not constitute a Change in Control; and
  provided, further, that any acquisition by a corporation with respect
  to  which,  following such acquisition, more than 50%  of  the  then
  outstanding  shares  of common stock of such  corporation,  is  then
  beneficially  owned, directly or indirectly, by all or substantially
  all of the individuals and entities who were the beneficial owners of
  the  Outstanding Corporation Common Stock immediately prior to  such
  acquisition in substantially the same proportion as their ownership,
  immediately prior to such acquisition, of the Outstanding Corporation
  Common Stock, shall not constitute a Change in Control; or (ii)  any
  transaction which results in the Continuing Directors (as defined in
  the Certificate of Incorporation of the Corporation) constituting less
  than a majority of the Board; or (iii) consummation by the Corporation
  of (i) a reorganization, merger or consolidation, in each case, with
  respect  to  which all or substantially all of the  individuals  and
  entities who were the beneficial owners of the Outstanding Corporation
  Common  Stock  immediately prior to such reorganization,  merger  or
  consolidation  do  not,  following such  reorganization,  merger  or
  consolidation, beneficially own, directly or indirectly, more than 50%
  of  the  then  outstanding shares of common stock of the corporation
  resulting from such a reorganization, merger or consolidation or (ii)
  the  sale  or other disposition of all or substantially all  of  the
  assets of the Corporation, excluding a sale or other disposition  of
  assets to a subsidiary of the Corporation.

(h)  Withholding.  The Corporation shall have the power and the right
to deduct or withhold, or require a Participant to remit to the
Corporation an amount sufficient to satisfy federal, state and local
taxes (including the Participant's FICA obligation) required to be
withheld with respect to an Award or any dividends or other
distributions payable with respect thereto. In the Board's discretion,
such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value on the date of
delivery.  The Corporation and its Affiliates may, to the extent
permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.

(i)  Amendment of Award.  The Board may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of
the same or a different type, changing the date of exercise or
realization and converting an Incentive Stock Option to a Nonqualified
Stock Option, provided that the Participant's consent to such action
shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely
affect the Participant.

(j)  Awards Not Transferable.  Except as otherwise provided by the
Board, Awards under the Plan are not transferable other than as
designated by the participant by will or by the laws of descent and
distribution.

Section 13.  Miscellaneous

(a)   No Right To Employment.  No person shall have any claim or right
  to  be  granted  an Award, and the grant of an Award  shall  not  be
  construed as giving a Participant the right to continued employment.
  The Corporation expressly reserves the right at any time to dismiss a
  Participant free from any liability or claim under the Plan, except as
  expressly provided in the applicable Award.

(b)   No  Rights  As  Shareholder.  Subject to the provisions  of  the
  applicable Award, no Participant or Designated Beneficiary shall have
  any rights as a shareholder with respect to any shares of Common Stock
  to  be distributed under the Plan until he or she becomes the holder
  thereof.   A  Participant to whom Common Stock is awarded  shall  be
  considered the holder of the Stock at the time of the Award except as
  otherwise provided in the applicable Award.

(c)   Effective Date.  Subject to the approval of the shareholders  of
  the Corporation, the Plan shall be effective on February 24, 1999 (the
  "Effective Date").  Prior to such approval, Awards may be made under
  the Plan expressly subject to such approval. Awards under the Plan may
  be  made for a period of ten years commencing on the Effective Date.
  The  period during which an Award may be exercise may extend  beyond
  that time as provided herein.

(d)  Amendment of Plan.  The Board may amend, suspend or terminate the
  Plan  or any portion thereof at any time, provided that no amendment
  shall  be  made  without shareholder approval if  such  approval  is
  necessary to comply with any applicable requirement of the laws of the
  jurisdiction of incorporation of the Corporation, any applicable tax
  requirement, any applicable rules or regulation of the Securities and
  Exchange  Commission, including Rule 16(b)-3 (or any successor  rule
  thereunder), or the rules and regulations of The Nasdaq Stock Market
  or  any  other exchange or stock market over which the Corporation's
  securities are listed.

(e)   Governing Law.  The provisions of the Plan shall be governed  by
  and  interpreted in accordance with the laws of the jurisdiction  of
  incorporation of the Corporation.

(f)   Indemnity.  Neither the Board nor the Committee, nor any members
  of  either,  nor  any employees of the Corporation  or  any  parent,
  subsidiary, or other affiliate, shall be liable for any act, omission,
  interpretation, construction or determination made in good faith  in
  connection with their responsibilities with respect to this Plan, and
  the Corporation hereby agrees to indemnify the members of the Board,
  the members of the Committee, and the employees of the Corporation and
  its parent or subsidiaries in respect of any claim, loss, damage, or
  expense (including reasonable counsel fees) arising from any such act,
  omission, interpretation, construction or determination to the  full
  extent permitted by law.