EX-10.1

                               KEEPSMART.COM, INC.

                             1999 STOCK OPTION PLAN


1.     PURPOSES.  The purposes of the 1999 Stock Option Plan (the "Plan") are to
attract  and  retain   qualified   personnel   for   positions  of   substantial
responsibility,  to provide additional incentive to the Employees of the Company
or its Subsidiaries (as defined below), as well as other individuals who perform
services for the Company or its Subsidiaries,  and to promote the success of the
Company's  business.  The  provisions  of the Plan are  intended  to satisfy the
requirements of Section 16(b) of the Exchange Act (as defined below) and Section
162(m) of the Code (as defined below).

       Options granted  hereunder may be either  "incentive  stock options",  as
defined in Section 422 of the Code, or  "non-qualified  stock  options",  at the
discretion of the Board and as reflected in the terms of the written  instrument
evidencing an Option.

2.     DEFINITIONS. As used herein, the following definitions shall apply:

       (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  (par
value $.0001 per share.)

       (d)    "COMPANY" shall mean KeepSmart.Com, Inc., a Delaware corporation.

       (e)    "COMMITTEE"  shall mean the  Committee  appointed  by the Board of
Directors in accordance  with  paragraph (a) of Section 4 of the Plan, if one is
appointed.

       (f)    "CONTINUOUS  STATUS AS AN EMPLOYEE"  shall mean the absence of any
interruption or termination of service as an Employee.  Continuous  Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board.

       (g)    "EMPLOYEE"   shall  mean  any  person,   including   officers  and
directors,  employed by the Company or any Parent or  Subsidiary of the Company.
The  payment of a  director's  fee by the  Company  shall not be  sufficient  to
constitute "employment" by the Company.

       (h)    "EXCHANGE ACT" shall mean the Securities  Exchange Act of 1934, as
amended.

       (i)    "INCENTIVE  STOCK  OPTION"  shall mean a stock option  intended to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.

       (j)    "NON-QUALIFIED  STOCK  OPTION"  shall  mean  a  stock  option  not
intended to qualify as an Incentive Stock Option.

       (k)    "OPTION" shall mean a stock option granted pursuant to the Plan.

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       (l)    "OPTIONED STOCK" shall mean the Common Stock subject to an Option.

       (m)    "OPTIONEE"  shall mean an Employee or other person who receives an
Option.

       (n)    "PARENT"  shall  mean  a  "parent  corporation",  whether  now  or
hereafter existing, as defined in Section 425(e) of the Internal Revenue Code of
1986, as amended.

       (o)    "SECURITIES  ACT"  shall  mean  the  Securities  Act of  1933,  as
              amended.

       (p)    "SEC" shall mean the Securities and Exchange Commission.

       (q)    "SHARE"  shall mean a share of the Common  Stock,  as  adjusted in
accordance with Section 11 of the Plan.

       (r)    "SUBSIDIARY" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of
1986, as amended.

3.     STOCK.

       Subject  to the  provisions  of  Section  11 of  the  Plan,  the  maximum
aggregate  number of shares  which may be  optioned  and sold  under the Plan is
1,706,637  shares  of  Common  Stock.  If an  Option  should  expire  or  become
unexercisable  for any  reason  without  having  been  exercised  in  full,  the
unpurchased Shares which were subject thereto shall,  unless the Plan shall have
been terminated, become available for further grant under the Plan.

4.     ADMINISTRATION.

       (a)    PROCEDURE.   The  Company's  Board  of  Directors  may  appoint  a
Committee to administer the Plan.  The Committee  shall consist of not less than
three members of the Board of Directors who shall  administer the Plan on behalf
of the Board of Directors,  subject to such terms and conditions as the Board of
Directors may prescribe.  Once appointed,  the Committee shall continue to serve
until otherwise directed by the Board of Directors.  From time to time the Board
of  Directors  may  increase the size of the  Committee  and appoint  additional
members thereof, remove members (with or without cause), and appoint new members
in substitution  therefor,  fill vacancies however caused, or remove all members
of the Committee and thereafter directly administer the Plan.

       If a majority of the Board of Directors is eligible to be granted Options
or has been eligible at any time within the preceding  year, a Committee must be
appointed to administer  the Plan.  The Committee  must consist of not less than
three  members  of the  Board  of  Directors,  all  of  whom  are  "non-employee
directors"  as  defined  in Rule  16b-3 of the  General  Rules  and  Regulations
promulgated under the Exchange Act and "outside  directors" under Section 162(m)
of the Code.

       (b)    POWERS OF THE BOARD.  Subject to the  provisions of the Plan,  the
Board,  or the Committee  shall have the authority,  in its  discretion:  (i) to
grant Incentive  Stock Options,  in accordance with Section 422A of the Internal
Revenue Code of 1986, as amended, or to grant Non-qualified Stock Options;  (ii)
to determine, upon review of relevant information and in accordance with Section
8(b) of the Plan, the fair market value of the Common Stock;  (iii) to determine
the exercise price per share of Options to be granted which exercise price shall
be determined in accordance with Section 8(a) of the Plan; (iv) to determine the
persons to whom,  and the time or times at which,  Options  shall be granted and
the number of shares to be  represented  by each Option;  (v) to  interpret  the
Plan; (vi) to prescribe, amend and rescind rules and regulations relating to the

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Plan;  (vii) to determine the terms and provisions of each Option granted (which
need not be identical)  and, with the consent of the holder  thereof,  modify or
amend  each  Option;  (viii) to  accelerate  or defer  (with the  consent of the
Optionee)  the  exercise  date of any Option;  (ix) to  authorize  any person to
execute on behalf of the Company any instrument required to effectuate the grant
of an  Option  previously  granted  by the  Board;  and  (x) to make  all  other
determinations deemed necessary or advisable for the administration of the Plan.

       (c)    EFFECT OF THE BOARD'S DECISION. All decisions,  determinations and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

5.     ELIGIBILITY

       (a)    GENERAL. Incentive Stock Options may be granted only to Employees.
Non-qualified  Stock  Options may be granted to  employees  as well as directors
(subject to the limitations set forth in Section 4), independent contractors and
agents,  as determined  by the Board.  Any person who has been granted an Option
may, if he is otherwise  eligible,  be granted an additional  Option or Options.
The  Plan  shall  not  confer  upon any  Optionee  any  right  with  respect  to
continuation  of  employment  by the Company,  nor shall it interfere in any way
with his right or the Company's right to terminate his employment at any time.

       (b)    LIMITATION ON INCENTIVE  STOCK OPTIONS.  No Incentive Stock Option
may be granted to an  Employee  if, as the result of such grant,  the  aggregate
fair market value (determined at the time each option was granted) of the Shares
with respect to which such Incentive Stock Options are exercisable for the first
time by such  Employee  during any  calendar  year  (under all such plans of the
Company and any Parent and Subsidiary) shall exceed One Hundred Thousand Dollars
($100,000).

6.     TERM OF THE PLAN.  The Plan shall  become  effective  upon the earlier to
occur of (i) its  adoption by the Board of  Directors,  or (ii) its  approval by
vote of the  holders  of a majority  of the  outstanding  shares of the  Company
entitled to vote on the adoption of the Plan.  The Plan shall continue in effect
until September 30, 2009 unless sooner terminated under Section 13 of the Plan.

7.     TERM OF OPTION.  The term of each Option shall be ten (10) years from the
date of grant hereof or such  shorter term as may be provided in the  instrument
evidencing the Option. However, in the case of an Incentive Stock Option granted
to an Employee who,  immediately  before the Incentive  Stock Option is granted,
owns stock  representing  more than ten percent (10%) of the voting power of all
classes of stock of the  Company or any  Parent or  Subsidiary,  the term of the
Incentive  Stock Option shall be five (5) years from the day of grant thereof or
such shorter time as may be provided in the instrument evidencing the Option.

8.     EXERCISE PRICE AND CONSIDERATION.

       (a)    The per Share exercise price for the Shares to be issued  pursuant
to the exercise of an Option shall be such price as is  determined by the Board,
but shall be subject to the following:

              (i)    In the case of an Incentive Stock Option:

                     (A)    granted to an Employee who,  immediately  before the
grant of such  Incentive  Stock Option,  owns stock  representing  more than ten
percent  (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the fair market value per Share on the date of grant, as the case may be;

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                     (B)    granted to an Employee not subject to the provisions
of Section  8(a)(i)(A),  the per Share  exercise price shall be no less than one
hundred percent (100%) of the fair market value per Share on the date of grant.

              (ii)   In the case of a Non-qualified  Stock Option, the per Share
exercise  price  shall be no less than one  hundred  percent  (100%) of the fair
market value per Share on the date of grant.

       (b)    The fair  market  value  shall be  determined  by the Board in its
discretion;  provided,  however,  that  where  there is a public  market for the
Common  Stock,  the fair market value per Share shall be the mean of the bid and
asked  prices or, if  applicable,  the closing  price of the Common Stock on the
date of grant,  as reported by the National  Association  of Securities  Dealers
Automated  Quotation (NASDAQ) System or, in the event the Common Stock is listed
on a stock exchange,  the fair market value per Share shall be the closing price
on such  exchange  on the date of grant of the  Option,  as reported in the Wall
Street Journal.

       (c)    The  consideration  to be paid for the  Shares to be  issued  upon
exercise of an Option or in payment of any withholding taxes thereon,  including
the method of payment, shall be determined by the Board and may consist entirely
of (i) cash,  check or promissory  note; (ii) other Shares of Common Stock owned
by the Employee having a fair market value on the date of surrender equal to the
aggregate  exercise  price  of the  Shares  as to  which  said  Option  shall be
exercised;  (iii)  other  Options  owned by the  Employee  having  an  aggregate
in-the-money  value equal to the aggregate  exercise  price of the Options being
exercised  (Options are  in-the-money if the fair market value of the underlying
Shares  exceeds the exercise  price of the  Options),(iv)  an  assignment by the
Employee of the net proceeds to be received  from a  registered  broker upon the
sale of the Shares or the proceeds of a loan from such broker in such amount; or
(v) any combination of such methods of payment,  or such other consideration and
method of  payment  for the  issuance  of Shares to the extent  permitted  under
Delaware Law and meeting rules and  regulations  of the SEC to plans meeting the
requirements of Section 16(b)(3) of the Exchange Act.

9.     PROCEDURES AND LIMITATIONS ON EXERCISE OF OPTIONS.

       (a)    PROCEDURE  FOR  EXERCISE;  RIGHTS  AS A  STOCKHOLDER.  Any  Option
granted  hereunder  shall be  exercisable  at such  times  and  subject  to such
conditions  as may be determined by the Board,  including  performance  criteria
with respect to the Company  and/or the  Optionee,  and as shall be  permissable
under the terms of the Plan.

              An Option may not be exercised for a fraction of a Share.

              An Option shall be deemed to be exercised  when written  notice of
       such exercise has been given to the Company in accordance  with the terms
       of the  instrument  evidencing  the  Option  by the  person  entitled  to
       exercise the Option and full payment for the Shares with respect to which
       the Option is exercised  has been  received by the Company.  Full payment
       may, as authorized by the Board,  consist of any consideration and method
       of payment  allowable under Section 8(c) of the Plan; it being understood
       that the Company shall take such action as may be reasonably  required to
       permit use of an approved payment method. Until the issuance, which in no
       event will be  delayed  more than  thirty  (30) days from the date of the
       exercise of the Option,  (as  evidenced by the  appropriate  entry on the
       books  of the  Company  or of a duly  authorized  transfer  agent  of the
       Company) of the stock  certificate  evidencing  such Shares,  no right to
       vote or receive  dividends  or any other  rights as a  stockholder  shall
       exist with respect to the Optioned Stock, notwithstanding the exercise of
       the Option.  No adjustment will be made for a dividend or other right for
       which  the  record  date is prior to the date the  stock  certificate  is
       issued, except as provided in the Plan.

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              Exercise of an Option in any manner  shall result in a decrease in
       the number of Shares which thereafter may be available, both for purposes
       of the Plan and for sale under the Option,  by the number of Shares as to
       which the Option is exercised.

       (b)    PROVISIONS FOR ALL INCENTIVE STOCK OPTIONS.

              The  following  provisions  shall  apply  to all  Incentive  Stock
       Options:

              (i)    TERMINATION  OF  STATUS  AS AN  EMPLOYEE.  If any  Employee
ceases to serve as an  Employee,  he may,  but only within  thirty (30) days (or
such other period of time not exceeding ninety (90) days as is determined by the
Board) after the date he ceases to be an Employee of the  Company,  exercise his
Option to the extent that he was  entitled to exercise it as of the date of such
termination.  To the extent that he was not  entitled to exercise  the Option at
the date of such  termination,  or if he does not exercise such Option (which he
was entitled to exercise)  within the time  specified  herein,  the Option shall
terminate.

              (ii)   DISABILITY OF AN EMPLOYEE.  Notwithstanding  the provisions
of Section  9(b)  above,  in the event an  Employee  is unable to  continue  his
employment  with the Company as a result of his total and  permanent  disability
(as  defined in Section  105(d)(4)  of the  Internal  Revenue  Code of 1986,  as
amended), he may, but only within three (3) months (or such other period of time
not exceeding twelve (12) months as is determined by the Board) from the date of
disability,  exercise his Option to the extent he was entitled to exercise it at
the date of such disability.  To the extent that he was not entitled to exercise
the Option at the date of  disability,  or if he does not  exercise  such Option
(which he was entitled to exercise) within the time specified herein, the Option
shall terminate.

              (iii)  DEATH  OF  OPTIONEE.  In  the  event  of  the  death  of an
Optionee:

                     (A)    during  the term of the Option who is at the time of
his death an  Employee  of the  Company  and who shall  have been in  Continuous
Status as an Employee  since the date of grant of the Option,  the Option may be
exercised, at any time within twelve (12) months following the date of death, by
the  Optionee's  estate or by a person who  acquired  the right to exercise  the
Option  by  bequest  or  inheritance,  but only to the  extent  of the  right to
exercise that would have accrued had the Optionee continued living one (1) month
after the date of death; or

                     (B)    within  thirty  (30) days (or such  other  period of
time not  exceeding  three (3) months as is  determined  by the Board) after the
termination of Continuous Status as an Employee, the Option may be exercised, at
any time within three (3) months  following the date of death, by the Optionee's
estate or by a person who  acquired  the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that had accrued
at the date of termination.

10.    NON-TRANSFERABILITY  OF  OPTIONS.  An  Option  may not be sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

11.    ADJUSTMENTS  UPON  CHANGES IN  CAPITALIZATION  OR MERGER.  Subject to any
required  action by the  stockholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock resulting from a stock

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split or the payment of a stock dividend with respect to the Common Stock or any
other  increase  or  decrease  in the  number of issued  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.

       In the event of the proposed  dissolution  or liquidation of the Company,
or 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,  the
Board of Directors of the Company shall, as to outstanding  Options,  either (i)
make appropriate provision for the protection of any such outstanding Options by
the  substitution on an equitable basis of appropriate  stock of (a) the Company
(b) the merged,  consolidated  or otherwise  reorganized  corporation or (c) the
ultimate  parent entity of such merged,  consolidated  or otherwise  reorganized
corporation,  in each case  which  will be  issuable  in respect to one share of
Common Stock of the  Company;  provided,  only that the excess of the  aggregate
fair market value of the shares  subject to the Options  immediately  after such
substitution  over the purchase price thereof is not more than the excess of the
aggregate  fair market value of the shares  subject to such Options  immediately
before such substitution  over the purchase price thereof,  or (ii) upon written
notice to an Optionee,  provide that all  unexercised  Options must be exercised
within a  specified  number  of days of the date of such  notice or they will be
terminated.  In any such case,  the Board of Directors  may, in its  discretion,
advance the lapse of any waiting or installment periods and exercise dates.

12.    TIME FOR GRANTING OPTIONS.  The date of grant of an Option shall, for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice of the  determination  shall be given to each  person to whom an
Option is so granted within a reasonable time after the date of such grant.

13.    ASSUMPTION OF OPTIONS.

       In connection  with the acquisition by the Company of any other business,
whether by merger,  purchase of assets or otherwise  the Company may,  under the
Plan,  assume options  granted to employees of such acquired  businesses who are
thereafter  employed by the Company ("Acquired  Employees") on such terms as may
be provided in such  options;  provided  however,  that if any of such terms are
inconsistent  with the provisions of the Plan,  then upon such  assumption  such
inconsistent  provisions  must be amended to comply with the  provisions  of the
Plan.  In addition in assuming  such  options,  the Company may amend any of the
provisions of such options as the Board in its sole discretion shall determine.

14.    AMENDMENT AND TERMINATION OF THE PLAN.

       (a)    GENERAL.  The Board may amend or  terminate  the Plan from time to
time in such respects as the Board may deem advisable;  provided,  however, that
the following revisions or amendments shall require approval of the holders of a
majority of the outstanding shares of the Company entitled to vote:

       (i)    any  increase in the number of Shares  subject to the Plan,  other
than in connection with an adjustment under Section 11 of the Plan;

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       (ii)   any change in the designation of the class of persons  eligible to
be granted options; or

       (iii)  any  material  increase in the benefits  accruing to  participants
under the Plan.

       (b)    STOCKHOLDER  APPROVAL.  If  any  amendment  requiring  stockholder
approval  under Section  13(a) of the Plan is made,  such  stockholder  approval
shall be solicited as described in Section 17(a) of the Plan.

       (c)    EFFECT  OF  AMENDMENT  OR  TERMINATION.   Any  such  amendment  or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

15.    CONDITIONS  UPON ISSUANCE OF SHARES.  Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, 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, or appropriate
under, any of the aforementioned relevant provisions of law.

16.    RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

       Inability of the Company to obtain  authority  from any  regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

17.    OPTION AGREEMENT. Options shall be evidenced by written option agreements
in such form as the Board shall approve.

18.    STOCKHOLDER  APPROVAL.  Continuation  of the  Plan  shall be  subject  to
approval by the  stockholders of the Company within twelve (12) months after the
date the Plan is adopted by the Board. If such stockholder  approval is obtained
at a duly held stockholders' meeting, it may be obtained by the affirmative vote
of the holders of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon.  The approval of such  stockholders of
the Company shall be (1)  solicited  substantially  in  accordance  with Section
14(a) of the Exchange Act and the rules and regulations  promulgated thereunder,
or (2)  solicited  after the  Company  has  furnished  in writing to the holders
entitled to vote substantially the same information  concerning the Plan as that
which would be required by the rules and  regulations  in effect  under  Section
14(a) of the Exchange Act at the time such information is furnished.

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       If such  stockholder  approval  is  obtained  by  written  consent in the
absence of a Stockholders'  Meeting,  it must be obtained by the written consent
of  stockholders of the Company who would have been entitled to cast the minimum
number of votes which would be necessary  to authorize  such action at a meeting
at which all stockholders entitled to vote thereon were present and voting.

19.    OTHER  PROVISIONS.  The Stock Option Agreement  authorized under the Plan
shall contain such other provisions, including, without limitation, restrictions
upon the  exercise of the Option,  as the Board of  Directors  of the  Company's
shall deem advisable.  Any Incentive  Stock Option  Agreement shall contain such
limitations and restrictions  upon the exercise of the Incentive Stock Option as
shall be necessary  in order that such option will be an Incentive  Stock Option
as defined in Section 422 of the Internal Revenue Code of 1986, as amended.

20.    INDEMNIFICATION   OF  BOARD.   In  addition  to  such  other   rights  of
indemnification  as they may have as directors  or as members of the Board,  the
members of the Board shall be indemnified by the Company  against the reasonable
expenses,  including  attorneys'  fees  actually  and  necessarily  incurred  in
connection  with the defense of any action suit or proceeding,  or in connection
with any appeal  therein,  to which they or any of them may be a party by reason
of any action  taken or failure to act under or in  connection  with the Plan or
any  Option  granted  thereunder,  and  against  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,  except in  relation to matters as to
which it shall be adjudged in such action,  suit or  proceeding  that such Board
member is liable for negligence or misconduct in the  performance of his duties,
provided that within sixty (60) days after institution of any such action,  suit
or  proceeding  a  Board  member  shall,  in  writing,  offer  the  Company  the
opportunity, as its own expense, to handle and defend the same.

21.    OTHER  COMPENSATION  PLANS. The adoption of the Plan shall not affect any
other stock option or incentive  or other  compensation  plans in effect for the
Company  or any  Subsidiary,  nor  shall  the Plan  preclude  the  Company  from
establishing  any other forms of incentive or other  compensation  for employees
and directors of the Company or any Subsidiary.

22.    COMPLIANCE  WITH EXCHANGE ACT RULE 16B-3 AND SECTION  162(M) OF THE CODE.
Transactions  under  the  Plan  are  intended  to  comply  with  all  applicable
conditions  of Rule 16b-3 under the  Exchange  Act and Section  162(m) under the
Code. To the extent any provision of the Plan or action by the Board fails to so
comply,  it shall be deemed null and void,  to the extent  permitted  by law and
deemed advisable by the Board.

23.    SINGULAR,  PLURAL;  GENDER.  Whenever used herein,  nouns in the singular
shall include the plural,  and the masculine  pronoun shall include the feminine
gender.

24.    HEADINGS, ETC., NO PART OF PLAN. Headings of Articles and Sections hereof
are inserted for convenience and reference; they constitute no part of the Plan.


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