Exhibit 10.1







                               ATOMICA CORPORATION



                                 2003 STOCK PLAN



                            ADOPTED ON AUGUST 5, 2003





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                                TABLE OF CONTENTS

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SECTION 1. ESTABLISHMENT AND PURPOSE ..........................................1

SECTION 2. ADMINISTRATION .....................................................1
   (a)    Committees of the Board of Directors ................................1
   (b)    Authority of the Board of Directors .................................1

SECTION 3. ELIGIBILITY ........................................................1
   (a)    General Rule ........................................................1
   (b)    Ten-Percent Stockholders ............................................1

SECTION 4. STOCK SUBJECT TO PLAN ..............................................2
   (a)    Basic Limitation ....................................................2
   (b)    Additional Shares ...................................................2

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES ............................2
   (a)    Stock Purchase Agreement ............................................2
   (b)    Duration of Offers and Nontransferability of Rights .................2
   (c)    Purchase Price ......................................................2
   (d)    Withholding Taxes ...................................................2
   (e)    Restrictions on Transfer of Shares and Minimum Vesting ..............2
   (f)    Accelerated Vesting .................................................3

SECTION 6. TERMS AND CONDITIONS OF OPTIONS ....................................3
   (a)    Stock Option Agreement ..............................................3
   (b)    Number of Shares ....................................................3
   (c)    Exercise Price ......................................................3
   (d)    Withholding Taxes ...................................................3
   (e)    Exercisability ......................................................4
   (f)    Accelerated Exercisability ..........................................4
   (g)    Basic Term ..........................................................4
   (h)    Transferability .....................................................4
   (i)    Termination of Service (Except by Death) ............................4
   (j)    Leaves of Absence ...................................................5
   (k)    Death of Optionee ...................................................5
   (l)    No Rights as a Stockholder ..........................................5
   (m)    Modification, Extension and Assumption of Options ...................5
   (n)    Restrictions On Transfer of Shares and Minimum Vesting ..............5
   (o)    Accelerated Vesting .................................................6

SECTION 7. PAYMENT FOR SHARES .................................................6
   (a)    General Rule ........................................................6
   (b)    Surrender of Stock ..................................................6
   (c)    Services Rendered ...................................................6
   (d)    Promissory Note .....................................................6

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   (e)    Exercise/Sale .......................................................7
   (f)    Exercise/Pledge .....................................................7

SECTION 8. ADJUSTMENT OF SHARES ...............................................7
   (a)    General .............................................................7
   (b)    Mergers and Consolidations ..........................................7
   (c)    Reservation of Rights ...............................................7

SECTION 9. SECURITIES LAW REQUIREMENTS ........................................8
   (a)    General .............................................................8
   (b)    Financial Reports ...................................................8

SECTION 10. NO RETENTION RIGHTS ...............................................8

SECTION 11. DURATION AND AMENDMENTS ...........................................8
   (a)    Term of the Plan ....................................................8
   (b)    Right to Amend or Terminate the Plan ................................8
   (c)    Effect of Amendment or Termination ..................................9

SECTION 12. SPECIAL PROVISIONS FOR ISRAELI RESIDENTS ..........................9
   (a)    Scope ...............................................................9
   (b)    Grants Under Israeli Law ............................................9
   (c)    Exercise ............................................................9
   (d)    Transfer ............................................................9
   (e)    Applicable Law ......................................................9
   (f)    Tax Consequences ....................................................9

SECTION 13. DEFINITIONS ......................................................11

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                                                                    Exhibit 10.1

                       ATOMICA CORPORATION 2003 STOCK PLAN


SECTION 1. ESTABLISHMENT AND PURPOSE.

           The purpose of the Plan is to offer  selected  persons an opportunity
to acquire a proprietary  interest in the success of the Company, or to increase
such interest,  by purchasing  Shares of the Company's  Stock. The Plan provides
both for the  direct  award or sale of Shares  and for the grant of  Options  to
purchase  Shares.  Options  granted under the Plan may be  Nonstatutory  Options
(including  the Options  described  in Section  12) or ISOs  intended to qualify
under Section 422 of the Code.

           Capitalized terms are defined in Section 13.

SECTION 2. ADMINISTRATION.

           (a)   COMMITTEES  OF  THE  BOARD  OF  DIRECTORS.   The  Plan  may  be
administered by one or more  Committees.  Each Committee shall consist of one or
more members of the Board of Directors  who have been  appointed by the Board of
Directors.  Each Committee shall have such authority and be responsible for such
functions as the Board of Directors has assigned to it. If no Committee has been
appointed,  the  entire  Board of  Directors  shall  administer  the  Plan.  Any
reference  to the  Board of  Directors  in the  Plan  shall  be  construed  as a
reference to the  Committee (if any) to whom the Board of Directors has assigned
a particular function.

           (b) AUTHORITY OF THE BOARD OF DIRECTORS. Subject to the provisions of
the Plan,  the Board of Directors  shall have full  authority and  discretion to
take any actions it deems necessary or advisable for the  administration  of the
Plan. All decisions, interpretations and other actions of the Board of Directors
shall be final and  binding on all  Purchasers,  all  Optionees  and all persons
deriving their rights from a Purchaser or Optionee.

SECTION 3. ELIGIBILITY.

           (a) GENERAL RULE. Only Employees,  Outside  Directors and Consultants
shall be  eligible  for the  grant of  Options  or the  direct  award or sale of
Shares. Only Employees shall be eligible for the grant of ISOs.

           (b) TEN-PERCENT STOCKHOLDERS.  A person who owns more than 10% of the
total combined voting power of all classes of outstanding  stock of the Company,
its Parent or any of its  Subsidiaries  shall not be eligible for designation as
an Optionee or Purchaser  unless (i) the Exercise  Price is at least 110% of the
Fair Market Value of a Share on the date of grant,  (ii) the Purchase  Price (if
any) is at least 100% of the Fair Market  Value of a Share and (iii) in the case
of an ISO, such ISO by its terms is not exercisable after the expiration of five
years  from  the  date of  grant.  For  purposes  of  this  Subsection  (b),  in
determining stock ownership, the attribution rules of Section 424(d) of the Code
shall be applied.

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SECTION 4. STOCK SUBJECT TO PLAN.

           (a) BASIC LIMITATION. Shares offered under the Plan may be authorized
but unissued Shares or treasury Shares.  The aggregate number of Shares that may
be issued  under the Plan (upon  exercise of Options or other  rights to acquire
Shares) shall not exceed 9,615,350  Shares,(1) subject to adjustment pursuant to
Section 8. The  number of Shares  that are  subject  to Options or other  rights
outstanding  at any time  under the Plan  shall not  exceed the number of Shares
that then remain available for issuance under the Plan. The Company,  during the
term of the  Plan,  shall at all times  reserve  and keep  available  sufficient
Shares to satisfy the requirements of the Plan.

           (b) ADDITIONAL  SHARES.  In the event that any outstanding  Option or
other right for any reason expires or is canceled or otherwise  terminated,  the
Shares allocable to the unexercised  portion of such Option or other right shall
again be available for the purposes of the Plan. In the event that Shares issued
under  the  Plan  are  reacquired  by the  Company  pursuant  to any  forfeiture
provision,  right of  repurchase  or right of first  refusal,  such Shares shall
again be  available  for the  purposes of the Plan,  except  that the  aggregate
number of Shares which may be issued upon the exercise of ISOs shall in no event
exceed 9,615,350 Shares (subject to adjustment pursuant to Section 8).

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

           (a) STOCK PURCHASE AGREEMENT.  Each award or sale of Shares under the
Plan  (other  than upon  exercise of an Option)  shall be  evidenced  by a Stock
Purchase  Agreement  between the Purchaser  and the Company.  Such award or sale
shall be subject to all  applicable  terms and conditions of the Plan and may be
subject to any other terms and conditions  which are not  inconsistent  with the
Plan and which the Board of Directors deems appropriate for inclusion in a Stock
Purchase  Agreement.  The  provisions of the various Stock  Purchase  Agreements
entered into under the Plan need not be identical.

           (b) DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS. Any right to
acquire Shares under the Plan (other than an Option) shall automatically  expire
if not exercised by the  Purchaser  within 30 days after the grant of such right
was  communicated  to the  Purchaser  by the  Company.  Such right  shall not be
transferable  and shall be exercisable  only by the Purchaser to whom such right
was granted.

           (c) PURCHASE PRICE.  The Purchase Price of Shares to be offered under
the Plan shall not be less than 85% of the Fair Market Value of such Shares, and
a higher  percentage  may be required by Section 3(b).  Subject to the preceding
sentence,  the Board of Directors shall determine the Purchase Price at its sole
discretion.  The Purchase  Price shall be payable in a form described in Section
7.

           (d) WITHHOLDING  TAXES. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require for
the  satisfaction  of any  federal,  state,  local or  foreign  withholding  tax
obligations that may arise in connection with such purchase.

           (e)  RESTRICTIONS  ON  TRANSFER OF SHARES AND  MINIMUM  VESTING.  Any
Shares  awarded  or sold  under  the  Plan  shall  be  subject  to such  special
forfeiture conditions,  rights of repurchase,  rights of
--------
(1) Reflects  increase from 1,615,350 to 9,615,350  Shares approved by the Board
    of Directors on August 24, 2000.


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first  refusal and other  transfer  restrictions  as the Board of Directors  may
determine. Such restrictions shall be set forth in the applicable Stock Purchase
Agreement  and shall  apply in addition  to any  restrictions  that may apply to
holders of Shares generally. In the case of a Purchaser who is not an officer of
the Company,  an Outside  Director or a Consultant,  any right to repurchase the
Purchaser's  Shares at the original  Purchase Price (if any) upon termination of
the Purchaser's Service shall lapse at least as rapidly as 20% per year over the
five-year period commencing on the date of the award or sale of the Shares.  Any
such right may be  exercised  only within 90 days after the  termination  of the
Purchaser's  Service for cash or for  cancellation of  indebtedness  incurred in
purchasing the Shares.

           (f)  ACCELERATED  VESTING.   Unless  the  applicable  Stock  Purchase
Agreement  provides  otherwise,  any right to repurchase a Purchaser's Shares at
the original Purchase Price (if any) upon termination of the Purchaser's Service
shall lapse and all of such  Shares  shall  become  vested if (i) the Company is
subject to a Change in Control  before the  Purchaser's  Service  terminates and
(ii) the  repurchase  right is not  assigned  to the  entity  that  employs  the
Purchaser  immediately  after  the  Change  in  Control  or  to  its  parent  or
subsidiary.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

           (a) STOCK  OPTION  AGREEMENT.  Each grant of an Option under the Plan
shall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the
Company.  Such Option shall be subject to all applicable terms and conditions of
the Plan and may be  subject  to any other  terms and  conditions  which are not
inconsistent  with the Plan and which the Board of Directors  deems  appropriate
for inclusion in a Stock Option  Agreement.  The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.

           (b) NUMBER OF SHARES.  Each Stock Option  Agreement shall specify the
number of Shares  that are  subject  to the  Option  and shall  provide  for the
adjustment  of such  number in  accordance  with  Section  8. The  Stock  Option
Agreement  shall also  specify  whether  the  Option is an ISO,  a  Nonstatutory
Option, or a an Option described in Section 12.

           (c) EXERCISE  PRICE.  Each Stock Option  Agreement  shall specify the
Exercise Price.  The Exercise Price of an ISO shall not be less than 100% of the
Fair Market Value of a Share on the date of grant,  and a higher  percentage may
be required by Section 3(b). The Exercise  Price of a Nonstatutory  Option shall
not be less than 85% of the Fair  Market  Value of a Share on the date of grant,
and a  higher  percentage  may be  required  by  Section  3(b).  Subject  to the
preceding two sentences, the Exercise Price under any Option shall be determined
by the Board of Directors at its sole  discretion.  The Exercise  Price shall be
payable in a form described in Section 7.

           (d)  WITHHOLDING  TAXES. As a condition to the exercise of an Option,
the Optionee shall make such  arrangements as the Board of Directors may require
for the  satisfaction of any federal,  state,  local or foreign  withholding tax
obligations that may arise in connection with such exercise.  The Optionee shall
also make  such  arrangements  as the Board of  Directors  may  require  for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may  arise in  connection  with  the  disposition  of  Shares  acquired  by
exercising an Option.

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           (e)  EXERCISABILITY.  Each Stock Option  Agreement  shall specify the
date when all or any installment of the Option is to become exercisable.  In the
case of an Optionee who is not an officer of the Company, an Outside Director or
a Consultant,  an Option shall become exercisable at least as rapidly as 20% per
year over the five-year period  commencing on the date of grant.  Subject to the
preceding  sentence,  the Board of Directors shall determine the  exercisability
provisions of any Stock Option Agreement at its sole discretion.

           (f) ACCELERATED  EXERCISABILITY.  Unless the applicable  Stock Option
Agreement  provides  otherwise,  all  of  an  Optionee's  Options  shall  become
exercisable  in full if (i) the Company is subject to a Change in Control before
the Optionee's Service terminates,  (ii) such Options do not remain outstanding,
(iii) such Options are not assumed by the  surviving  corporation  or its parent
and (iv) the surviving  corporation  or its parent does not  substitute  options
with substantially the same terms for such Options.

           (g) BASIC TERM. The Stock Option  Agreement shall specify the term of
the  Option.  The term shall not  exceed 10 years from the date of grant,  and a
shorter term may be required by Section 3(b). Subject to the preceding sentence,
the Board of Directors at its sole discretion  shall determine when an Option is
to expire.

           (h) TRANSFERABILITY.  An Option shall be transferable by the Optionee
only by (i) a beneficiary designation,  (ii) a will or (iii) the laws of descent
and  distribution,  except as provided in the next  sentence.  If the applicable
Stock Option  Agreement so provides,  an NSO shall also be  transferable  by the
Optionee by (i) a gift to a member of the Optionee's  Immediate Family or (ii) a
gift to an inter vivos or testamentary trust in which members of the Optionee' s
Immediate Family have a beneficial  interest of more than 50% and which provides
that such NSO is to be  transferred  to the  beneficiaries  upon the  Optionee's
death.  An ISO may be exercised  during the lifetime of the Optionee only by the
Optionee or by the Optionee's guardian or legal representative.

           (i)  TERMINATION  OF  SERVICE  (EXCEPT BY  DEATH).  If an  Optionee's
Service  terminates  for any reason other than the  Optionee' s death,  then the
Optionee' s Options shall expire on the earliest of the following occasions:

                (i) The expiration  date  determined  pursuant to Subsection (g)
above;

                (ii)  The  date  three  months  after  the  termination  of  the
Optionee' s Service for any reason other than Disability,  or such later date as
the Board of Directors may determine; or

                (iii)  The  date  six  months  after  the   termination  of  the
Optionee's  Service by reason of Disability,  or such later date as the Board of
Directors may determine.

The Optionee  may  exercise  all or part of the  Optionee' s Options at any time
before the expiration of such Options under the preceding sentence,  but only to
the extent  that such  Options  had  become  exercisable  before the  Optionee's
Service  terminated (or became  exercisable as a result of the  termination) and
the underlying  Shares had vested before the Optionee' s Service  terminated (or
vested as a result of the termination).  The balance of such Options shall lapse
when the  Optionee's  Service  terminates.  In the event that the Optionee  dies
after the termination

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of the Optionee's  Service but before the expiration of the Optionee's  Options,
all or part of such  Options  may be  exercised  (prior  to  expiration)  by the
executors or  administrators  of the Optionee's  estate or by any person who has
acquired  such Options  directly from the Optionee by  beneficiary  designation,
bequest or  inheritance,  but only to the extent  that such  Options  had become
exercisable before the Optionee's Service terminated (or became exercisable as a
result of the  termination)  and the  underlying  Shares had  vested  before the
Optionee's Service terminated (or vested as a result of the termination).

           (j) LEAVES OF ABSENCE.  For purposes of Subsection (i) above, Service
shall be  deemed  to  continue  while the  Optionee  is on a bona fide  leave of
absence,  if such leave was  approved by the Company in writing and if continued
crediting of Service for this purpose is expressly required by the terms of such
leave or by applicable law (as determined by the Company).

           (k) DEATH OF OPTIONEE.  If an Optionee  dies while the Optionee is in
Service,  then  the  Optionee's  Options  shall  expire  on the  earlier  of the
following dates:

                (i) The expiration  date  determined  pursuant to Subsection (g)
above; or

                (ii) The date 12 months after the Optionee's death.

All or part of the  Optionee's  Options may be  exercised at any time before the
expiration  of such Options  under the  preceding  sentence by the  executors or
administrators  of the Optionee's  estate or by any person who has acquired such
Options  directly  from the  Optionee  by  beneficiary  designation,  bequest or
inheritance,  but only to the extent that such  Options  had become  exercisable
before the Optionee's death or became  exercisable as a result of the death. The
balance of such Options shall lapse when the Optionee dies.

           (l) NO RIGHTS AS A  STOCKHOLDER.  An Optionee,  or a transferee of an
Optionee,  shall  have no rights as a  stockholder  with  respect  to any Shares
covered by the Optionee' s Option until such person becomes  entitled to receive
such  Shares  by filing a notice of  exercise  and  paying  the  Exercise  Price
pursuant to the terms of such Option.

           (m)  MODIFICATION,  EXTENSION AND  ASSUMPTION OF OPTIONS.  Within the
limitations  of the Plan,  the Board of Directors  may modify,  extend or assume
outstanding  Options or may  accept  the  cancellation  of  outstanding  Options
(whether  granted by the  Company or another  issuer) in return for the grant of
new Options  for the same or a  different  number of Shares and at the same or a
different Exercise Price. The foregoing  notwithstanding,  no modification of an
Option shall, without the consent of the Optionee, impair the Optionee' s rights
or increase the Optionee' s obligations under such Option.

           (n)  RESTRICTIONS  ON  TRANSFER OF SHARES AND  MINIMUM  VESTING.  Any
Shares  issued  upon  exercise  of an Option  shall be subject  to such  special
forfeiture conditions,  rights of repurchase,  rights of first refusal and other
transfer restrictions as the Board of Directors may determine. Such restrictions
shall be set forth in the applicable  Stock Option  Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares  generally.  In
the  case of an  Optionee  who is not an  officer  of the  Company,  an  Outside
Director or a Consultant:

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                (i)  Any  right  to  repurchase  the  Optionee's  Shares  at the
original  Exercise Price upon termination of the Optionee's  Service shall lapse
at least as rapidly as 20% per year over the five-year period  commencing on the
date of the option grant;

                (ii)  Any  such  right  may be  exercised  only  for cash or for
cancellation of indebtedness incurred in purchasing the Shares; and

                (iii) Any such right may be exercised  only within 90 days after
the later of (A) the  termination of the  Optionee's  Service or (B) the date of
the option exercise.

           (o) ACCELERATED VESTING. Unless the applicable Stock Option Agreement
provides otherwise, any right to repurchase an Optionee's Shares at the original
Exercise  Price upon  termination of the Optionee' s Service shall lapse and all
of such Shares shall become  vested if (i) the Company is subject to a Change in
Control before the Optionee's  Service  terminates and (ii) the repurchase right
is not assigned to the entity that employs the  Optionee  immediately  after the
Change in Control or to its parent or subsidiary.

SECTION 7. PAYMENT FOR SHARES.

           (a) GENERAL  RULE.  The entire  Purchase  Price or Exercise  Price of
Shares issued under the Plan shall be payable in cash or cash equivalents at the
time when such  Shares  are  purchased,  except as  otherwise  provided  in this
Section 7.

           (b) SURRENDER OF STOCK.  To the extent that a Stock Option  Agreement
so provides,  all or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Shares that are already owned by the Optionee.
Such Shares  shall be  surrendered  to the Company in good form for transfer and
shall be  valued  at their  Fair  Market  Value on the date  when the  Option is
exercised.  The Optionee  shall not  surrender,  or attest to the  ownership of,
Shares in payment of the  Exercise  Price if such action would cause the Company
to recognize  compensation  expense (or  additional  compensation  expense) with
respect to the Option for financial reporting purposes.

           (c) SERVICES  RENDERED.  At the discretion of the Board of Directors,
Shares may be awarded under the Plan in  consideration  of services  rendered to
the Company, a Parent or a Subsidiary prior to the award.

           (d) PROMISSORY  NOTE. To the extent that a Stock Option  Agreement or
Stock Purchase Agreement so provides,  all or a portion of the Exercise Price or
Purchase  Price (as the case may be) of Shares issued under the Plan may be paid
with a full-recourse  promissory note. However,  the par value of the Shares, if
newly  issued,  shall be paid in cash or cash  equivalents.  The Shares shall be
pledged as security for payment of the principal  amount of the promissory  note
and  interest  thereon.  The  interest  rate  payable  under  the  terms  of the
promissory  note shall not be less than the  minimum  rate (if any)  required to
avoid the  imputation  of  additional  interest  under the Code.  Subject to the
foregoing,  the Board of Directors  (at its sole  discretion)  shall specify the
term, interest rate, amortization  requirements (if any) and other provisions of
such note.

[For Israel this may not be allowed]

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           (e)  EXERCISE/SALE.  To the extent that a Stock  Option  Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form  prescribed by the Company) of an irrevocable  direction
to a securities broker approved by the Company to sell Shares and to deliver all
or part of the sales  proceeds  to the  Company in payment of all or part of the
Exercise Price and any withholding taxes.

           (f)  EXERCISE/PLEDGE.  To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form  prescribed by the Company) of an irrevocable  direction
to pledge Shares to a securities  broker or lender  approved by the Company,  as
security  for a loan,  and to deliver  all or part of the loan  proceeds  to the
Company  in  payment of all or part of the  Exercise  Price and any  withholding
taxes.

SECTION 8. ADJUSTMENT OF SHARES.

           (a) GENERAL.  In the event of a subdivision of the outstanding Stock,
a declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend  payable in a form other than  Shares in an amount  that has a material
effect on the Fair Market Value of the Stock, a combination or  consolidation of
the  outstanding  Stock into a lesser number of Shares,  a  recapitalization,  a
spin-off,  a reclassification  or a similar  occurrence,  the Board of Directors
shall make  appropriate  adjustments  in one or more of (i) the number of Shares
available for future  grants under Section 4, (ii) the number of Shares  covered
by each  outstanding  Option or (iii) the Exercise Price under each  outstanding
Option.

           (b)  MERGERS AND  CONSOLIDATIONS.  In the event that the Company is a
party to a merger or consolidation,  outstanding Options shall be subject to the
agreement of merger or consolidation. Such agreement shall provide for:

                (i) The continuation of such outstanding  Options by the Company
(if the Company is the surviving corporation);

                (ii) The assumption of the Plan and such outstanding  Options by
the surviving corporation or its parent;

                (iii)  The  substitution  by the  surviving  corporation  or its
parent  of  options  with  substantially  the same  terms  for such  outstanding
Options;

                (iv) The full  exercisability  of such  outstanding  Options and
full vesting of the Shares subject to such Options, followed by the cancellation
of such Options; or

                (v) The settlement of the full value of such outstanding Options
(whether or not then exercisable) in cash or cash  equivalents,  followed by the
cancellation of such Options.

           (c)  RESERVATION OF RIGHTS.  Except as provided in this Section 8, an
Optionee or Purchaser  shall have no rights by reason of (i) any  subdivision or
consolidation of shares of stock of any class,  (ii) the payment of any dividend
or (iii) any other  increase or decrease in the number of shares of stock of any

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class.  Any  issuance  by the  Company  of  shares  of  stock of any  class,  or
securities  convertible into shares of stock of any class, shall not affect, and
no  adjustment  by reason  thereof  shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.  The grant of an Option  pursuant
to the Plan  shall not  affect in any way the right or power of the  Company  to
make adjustments,  reclassifications,  reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve,  liquidate,  sell
or transfer all or any part of its business or assets.

SECTION 9. SECURITIES LAW REQUIREMENTS.

           (a)  GENERAL.  Shares  shall not be issued  under the Plan unless the
issuance  and  delivery  of such  Shares  comply  with (or are exempt  from) all
applicable  requirements of law, including  (without  limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities  laws and  regulations,  and the regulations of any stock exchange or
other securities market on which the Company's securities may then be traded.

           (b)  FINANCIAL  REPORTS.  The  Company  each year  shall  furnish  to
Optionees,  Purchasers and  stockholders  who have received Stock under the Plan
its balance sheet and income  statement,  unless such  Optionees,  Purchasers or
stockholders  are key Employees whose duties with the Company assure them access
to equivalent  information.  Such balance sheet and income statement need not be
audited.

SECTION 10. NO RETENTION RIGHTS.

           Nothing in the Plan or in any right or Option  granted under the Plan
shall confer upon the Purchaser or Optionee any right to continue in Service for
any period of specific  duration or interfere with or otherwise  restrict in any
way the  rights  of the  Company  (or any  Parent  or  Subsidiary  employing  or
retaining  the  Purchaser or Optionee)  or of the  Purchaser or Optionee,  which
rights are hereby expressly reserved by each, to terminate his or her Service at
any time and for any reason, with or without cause.

SECTION 11. DURATION AND AMENDMENTS.

           (a) TERM OF THE PLAN.  The Plan,  as set forth  herein,  shall become
effective on the date of its adoption by the Board of Directors,  subject to the
approval of the Company's stockholders.  If the stockholders fail to approve the
Plan (or the most recent increase in the number of Shares reserved under Section
4) within  12 months  after its  adoption  by the Board of  Directors,  then any
grants of Options or sales or awards of Shares that have already  occurred under
the Plan (or in reliance on such increase) shall be rescinded, and no additional
grants,  sales or awards shall be made thereafter under the Plan. The Plan shall
terminate  automatically  10 years  after the later of (i) its  adoption  by the
Board of  Directors  or (ii) the most  recent  increase  in the number of Shares
reserved  under Section 4 that was approved by the Company's  stockholders.  The
Plan may be terminated on any earlier date pursuant to Subsection (b) below.

           (b) RIGHT TO AMEND OR TERMINATE THE PLAN.  The Board of Directors may
amend,  suspend or terminate the Plan at any time and for any reason;  provided,
however,  that any  amendment of the Plan which  increases  the number of Shares
available  for  issuance  under the Plan  (except as  provided in Section 8), or
which materially  changes the class of persons who

                                       8
<PAGE>

are  eligible  for the grant of ISOs,  shall be subject to the  approval  of the
Company's stockholders. Stockholder approval shall not be required for any other
amendment of the Plan.

           (c) EFFECT OF AMENDMENT OR TERMINATION.  No Shares shall be issued or
sold under the Plan after the  termination  thereof,  except upon exercise of an
Option granted prior to such  termination.  The  termination of the Plan, or any
amendment  thereof,  shall not affect any Share previously  issued or any Option
previously granted under the Plan.

SECTION 12. SPECIAL PROVISIONS FOR ISRAELI RESIDENTS.

           (a) SCOPE.  This  Section 12 shall  apply only to  Optionees  who are
residents of the State of Israel.

           (b)  GRANTS  UNDER  ISRAELI  LAW.  Any  other  provision  of the Plan
notwithstanding, the Plan may also be administered pursuant to the provisions of
Section 102 or Section 3(9) ("Section 3(9)") of the Israeli Income Tax Ordinance
(New Version),  1961, the rules promulgated thereunder and the Israeli Companies
Law  5759-1999  with  respect to  Employees  and officers of the Company who are
Israeli residents.

           (c)  EXERCISE.  At the  discretion  of the  Board of  Directors,  for
purposes of  simplicity  and in order to ensure  compliance  with  Israel's  tax
regulations,  the exercise of the Options granted under the Plan may be executed
by the Company or a Subsidiary, as appropriate.

           (d) TRANSFER.  No Option granted  hereunder  shall be transferable by
the Optionee other than by will or by the laws of descent and distribution.

           (e)  APPLICABLE  LAW.  With  respect  to  Optionees  who are  Israeli
residents,  the Plan and all  instruments  issued  thereunder  or in  connection
therewith shall be governed by, and interpreted in accordance  with, the laws of
the State of Israel.

           (f) TAX CONSEQUENCES.  Any tax consequences arising from the grant or
exercise of an Option,  from the payment for Shares covered  thereby or from any
other event or act under the Plan (whether of an Optionee or of the Company or a
Subsidiary)  shall be borne solely by the  Optionee.  Furthermore,  the Optionee
shall agree to indemnify the Company or the Subsidiary that employs the Optionee
and trustee  appointed  under the Plan,  if  applicable,  and hold them harmless
against  and from  any and all  liability  for any tax or  interest  or  penalty
thereon, including (without limitation) liabilities relating to the necessity to
withhold, or to have withheld, any tax from any payment made to the Optionee.

TRUSTEE STOCK OPTIONS

           (a) It is clarified,  that,  with regard to Trustee Stock Options (as
defined in Section 13 below),  although  this Plan  enables the Company to grant
both types of Trustee Stock  Options  during its term (as set forth in Section 6
above),  the Company must choose between granting 102 Capital Gain Stock Options
and 102 Ordinary  Income Stock Options (the  "Election")  at a given time during
the term (as set forth in Section 6 above). The Company can change such Election
only after the  passage of at least 12 months  from the end of the year in which
the first grant was made in  accordance  with the previous  Election.  Until the
Election is

                                       9
<PAGE>

changed ALL Trustee  Stock  Options  shall be issued  either as 102 Capital Gain
Stock Option or as 102  Ordinary  Income  Stock  Option in  accordance  with the
Election.

           (b)  Anything  herein to the  contrary  notwithstanding,  all Trustee
Stock  Options  granted  under this Plan  shall be  granted by the  Company to a
Trustee designated by the Committee and the Trustee shall hold each such Options
and any Shares  issued  upon  exercise  thereof in trust for the  benefit of the
Optionee  in  respect  of  whom  such  Option  was  granted.   All  certificates
representing Shares issued to the Trustee under the Plan shall be deposited with
the Trustee,  and shall be held by the Trustee  until such time that such Shares
are released from the trust.

           (c) With regard to 102 Capital  Gain Stock  Options and 102  Ordinary
Income Stock  Options,  the Option or the Shares issued upon their  exercise and
all rights related to them,  including bonus shares, will be held by the Trustee
for a period of at least 24 months and 12 months, respectively,  from the end of
the tax year in which the Options were  allocated  to the Trustee,  or a shorter
period as approved by the tax  authorities  (the  "Lock-up  Period"),  under the
terms set in Section 102.

           (d) In accordance  with Section 102, the Optionee is prohibited  from
selling the Trustee Stock  Options or the Shares  received upon exercise of such
Options,  until the end of the Lockup  Period.  The meaning of this  Section for
purposes  of  income  tax is that if the  Employee  or  officer  of the  Company
voluntarily  sells the  Options  or the  Shares  before  the end of the  Lock-up
Period,  the  provision of Section  102,  relating to  non-compliance,  with the
Lockup Period, will apply.

           (e) Anything to the contrary  notwithstanding,  the Trustee shall not
release any Options which were not already exercised into Shares by the Optionee
nor release any Shares  issued upon  exercise of the Options,  prior to the full
payment of the Exercise Price and Optionee's tax liability  arising from Trustee
Stock  Options  which were granted to him and/or  Shares issued upon exercise of
such Trustee Stock  Options.  Prior to receipt of the Option,  the Optionee will
sign an  undertaking to release the Trustee from any liability in respect of any
action or decision  duly taken and bona fide executed in relation with the Plan,
or any Option granted or Share issued to him thereunder.

NON TRUSTEE 102 STOCK OPTIONS

           (a)  Options  granted  pursuant  to  this  Section  are  intended  to
constitute  Non  Trustee  102 Stock  Options and shall be subject to the general
terms and conditions  specified in the Plan,  except for said  provisions of the
Plan applying to Options under a different tax law or regulations.

           (b) Non Trustee 102 Stock Options may only be granted to Employees or
officers of the Company and members of the Board of Directors.

           (c) The Non Trustee 102 Stock Options which shall be granted pursuant
to the Plan may be issued to a trustee appointed by the Committee.

           (d) If the Optionee's  employment  with the Company is terminated for
any

                                       10
<PAGE>

reason,  the  Optionee  will  be  obligated  to  provide  the  Company,  to  its
satisfaction and subject to its sole discretion, with a security or guarantee to
cover any future tax  obligation  resulting  from the  disposition of the Shares
received upon exercise of the Non Trustee 102 Stock Options.

3(9) STOCK OPTIONS

           (a)  Options  granted  pursuant  to  this  Section  are  intended  to
constitute  3(9) Stock  Options  and shall be subject to the  general  terms and
conditions  specified  in the  Plan,  except  for  said  provisions  of the Plan
applying to Options under a different tax law or regulations.

           (b) 3(9)  Options may not be granted to  Employees  or members of the
Board of Directors.

           (c) The 3(9) Stock  Options  which  shall be granted  pursuant to the
Plan may be issued to a trustee appointed by the Committee.

           (d) The Company may elect to enter into an  agreement  with a trustee
concerning the administration of the exercise of Options,  the purchase and sale
of Shares,  and the  arrangements  for payment of or withholding of taxes due in
connection  with such  exercise,  purchase  and sale.  The trust  agreement  may
provide  that the Company  will issue the Shares to such trustee for the benefit
of the Optionees.

SECTION 13. DEFINITIONS.

           (a) "BOARD OF  DIRECTORS"  shall mean the Board of  Directors  of the
Company, as constituted from time to time.

           (b) "CHANGE IN CONTROL" shall mean:

                (i) The consummation of a merger or consolidation of the Company
with or into another entity or any other  corporate  reorganization,  if persons
who were not  stockholders  of the  Company  immediately  prior to such  merger,
consolidation  or  other  reorganization  own  immediately  after  such  merger,
consolidation  or other  reorganization  50% or more of the voting  power of the
outstanding securities of each of (A) the continuing or surviving entity and (B)
any direct or  indirect  parent  corporation  of such  continuing  or  surviving
entity; or

                (ii)  The  sale,   transfer  or  other  disposition  of  all  or
substantially all of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

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

           (d) "COMMITTEE" shall mean a committee of the Board of Directors,  as

                                       11
<PAGE>

described in Section 2(a).

           (e) "COMPANY" shall mean Atomica Corporation, a Delaware corporation.

           (f) "CONSULTANT"  shall mean a person who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor,  excluding
Employees and Outside Directors.

           (g) "DISABILITY"  shall mean that the Optionee is unable to engage in
any  substantial  gainful  activity  by  reason  of any  medically  determinable
physical or mental impairment.

           (h) "EMPLOYEE" shall mean any individual who is a common-law employee
of the  Company,  a Parent or a  Subsidiary,  and with  regard to Trustee  Stock
Options and Non Trustee  Stock  Options only  provided that such person is not a
"controlling party", as defined in section 32 (9) of the Ordinance, prior to and
after the issuance of the Options.

           (i) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of an Option,  as specified by the Board of Directors in
the applicable Stock Option Agreement.

           (j) "FAIR MARKET  VALUE" shall mean the fair market value of a Share,
as determined by the Board of Directors in good faith. Such determination  shall
be conclusive and binding on all persons.

           (k) "IMMEDIATE FAMILY" shall mean any child,  stepchild,  grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,  father-in-law,
son-in-law,  daughter-in-law,  brother-in-law or sister-in-law and shall include
adoptive relationships.

           (l) "ISO" shall mean an employee  incentive stock option described in
Section 422(b) of the Code.

           (m) "NONSTATUTORY  OPTION" shall mean a stock option not described in
Sections  422(b) or 423(b) of the Code  (including a stock  option  described in
Section 12).

           (n) "OPTION" shall mean an ISO or  Nonstatutory  Option granted under
the Plan and entitling the holder to purchase  Shares and for Israeli  residents
shall mean the  following  types of options  granted  under the Plan:  (i) stock
options without a trustee  pursuant and subject to the provisions of Section 102
of the Israeli  Income Tax Ordinance  (New Version) 1961 (the  "ORDINANCE"),  as
amended and any regulations, rules, orders or procedures promulgated thereunder,
including tax rules  (Preferential Tax Treatment regarding Issuance of Shares to
Employees,   2003)  ("Section  102")  (such  options,  "NON  TRUSTEE  102  STOCK
OPTIONS");  (ii) STOCK options  allocated to a Trustee (as defined  below) under
the capital  gain track  pursuant and subject to the  provisions  of Section 102
(such options, "102 CAPITAL GAIN STOCK OPTIONS");  (iii) stock options allocated
to a Trustee (as defined  below)  under the ordinary  income track  pursuant and
subject to the  provisions of Section 102 (such  options,  "102 ORDINARY  INCOME
STOCK OPTIONS") and (vi) stock options pursuant to Section 3(9) of the Ordinance
("3(9) STOCK OPTIONS").

                                       12
<PAGE>

           (o) "OPTIONEE" shall mean a person who holds an Option.

           (p) "OUTSIDE  DIRECTOR" shall mean a member of the Board of Directors
who is not an Employee.

           (q) "PARENT" shall mean any  corporation  (other than the Company) in
an  unbroken  chain of  corporations  ending  with the  Company,  if each of the
corporations  other than the Company  owns stock  possessing  50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

           (r) "PLAN" shall mean this Atomica Corporation 2003 Stock Plan.

           (s) "PURCHASE PRICE" shall mean the consideration for which one Share
may be  acquired  under the Plan (other  than upon  exercise  of an Option),  as
specified by the Board of Directors.

           (t)  "PURCHASER"  shall mean a person to whom the Board of  Directors
has offered the right to acquire Shares under the Plan (other than upon exercise
of an Option).

           (u) "SERVICE" shall mean service as an Employee,  Outside Director or
Consultant.

           (v) "SHARE" shall mean one share of Stock,  as adjusted in accordance
with Section 8 (if applicable).

           (w) "STOCK"  shall mean the Common Stock of the  Company,  with a par
value of $0.001 per Share.

           (x) "STOCK OPTION  AGREEMENT"  shall mean the  agreement  between the
Company and an Optionee that  contains the terms,  conditions  and  restrictions
pertaining to the Optionee's Option.

           (y) "STOCK PURCHASE  AGREEMENT" shall mean the agreement  between the
Company and a Purchaser  who acquires  Shares  under the Plan that  contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

           (z) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.

           (aa) "TRUSTEE" means a person or entity appointed by the Board or the
Committee  and approved by the Income Tax Officer to hold Trustee  Stock Options
on behalf of the Optionee according to the conditions set forth in Section 102.

                                       13
<PAGE>

           (bb) "TRUSTEE STOCK OPTIONS" means all 102 Capital Gain Stock Options
and 102 Ordinary Income Stock Options.

                                       14
<PAGE>

                                 FIRM LETTERHEAD


                              ATOMICA CORPORATION.

                             2003 STOCK OPTION PLAN

                     102 CAPITAL GAIN STOCK OPTION AGREEMENT

                  made and entered into on the -- day of______, 2003

                                 By and between

                               ATOMICA CORPORATION

                               -------------------

                               -------------------

                                                  (hereinafter:  the "COMPANY")

                                       and

                               -------------------

                               -------------------

                               -------------------
                                                  (hereinafter:  the "OPTIONEE")


WHEREAS:          The Optionee is an Employee as defined in the Plan; and

WHEREAS:          The Company desires to grant the Optionee  options to purchase
                  Shares in the  Company,  and the  Optionee  is  interested  in
                  receiving the aforesaid  options,  all in accordance  with and
                  subject to the Company's Stock Option Plan (2003) (the "PLAN")
                  and the provisions of this Stock Option  Agreement,  and their
                  intention is that the provisions of Section 102 of the Israeli
                  Income Tax Ordinance (New Version) 1961 (the "ORDINANCE"),  as
                  amended  and any  regulations,  rules,  orders  or  procedures
                  promulgated there under, including tax rules (Preferential Tax
                  Treatment  regarding  Issuance of Shares to  Employees,  2003)
                  ("SECTION 102"),  relating to the allocation of options in the
                  capital gain track, shall apply to the options granted; and

WHEREAS:          The Optionee has read all of the  provisions  and the terms of
                  the Plan and this  Stock  Option  Agreement  and  wishes to be
                  bound by them and desires that they apply to the options which
                  shall be granted to him hereunder.

                  NOW THEREFORE IT IS AGREED AS FOLLOWS:

<PAGE>


1.       PREAMBLE AND DEFINITIONS

         1.1      The Preamble to this Stock  Option  Agreement  constitutes  an
                  integral part hereof.

         1.2      Unless the context otherwise requires,  terms used herein this
                  Stock Option  Agreement  shall have the same meaning as in the
                  Plan.


2.       APPLICATION OF THE PROVISIONS OF THE PLAN

         2.1      The Optionee  hereby  declares that he has carefully  read the
                  Plan  and  that  he  acknowledges  and  agrees  to  all of the
                  provisions,    conditions,    limitations,     authorizations,
                  declarations and commitments included therein.

         2.2      The  Optionee  declares  and  agrees  that this  Stock  Option
                  Agreement  and the Plan prevail  over any previous  agreement,
                  arrangement  and/or  understanding,  whether  written  or oral
                  between the Optionee and the Company and/or any Subsidiary, or
                  the officers and/or directors and/or the shareholders  thereof
                  with respect to the matters herein included,  and with respect
                  to options to purchase  shares in the  Company  which have not
                  yet been  actually  issued or granted,  (with the exception of
                  options that are planned to be granted under another  approved
                  stock option plan which was adopted by the Company),  and that
                  any agreement,  arrangement and/or  understanding as aforesaid
                  are null and void and of no further force or effect.

         2.3      All   of   the   provisions,   conditions,   limitations   and
                  declarations  included and  specified in the Plan, as the same
                  shall be amended  from time to time,  are hereby  incorporated
                  herein by reference  and  constitute  an integral part of this
                  Stock  Option  Agreement  and  of the  Optionee's  commitments
                  hereunder.  Except  and  to  the  extent  otherwise  expressly
                  provided herein,  nothing in this Stock Option Agreement or in
                  the provisions  hereof shall derogate from anything  contained
                  in the Plan.

         2.4      The  Optionee   declares,   covenants   and  agrees  that  the
                  provisions  of Section  102, as the same shall be amended from
                  time to time and the  agreement  that was signed  between  the
                  Company and the Trustee ("Trust  Agreement") are fully binding
                  on the Optionee,  and shall prevail in case of  contradiction,
                  over any other  provision in the Stock Option  Agreement or in
                  the Plan. Further,  the Optionee agrees to execute any and all
                  documents  which the  Company or the  Trustee  may  reasonably
                  determine  to  be  necessary  in  order  to  comply  with  the
                  Ordinance and, particularly, the rules. ~

         2.5      The Optionee  declares and agrees that he is obligated  not to
                  make any  disposition  of the  Options or the Shares  received
                  upon  exercise  of such  Options  until the end of the Lock-up
                  Period. The meaning of this declaration for purposes of income
                  tax is that if the Employee  voluntarily  sells the Options or
                  the Shares  issued upon their  exercise  before the end of the
                  Lock-up  Period,  the  provision of Section  102,  relating to
                  noncompliance with the Lock-up Period, shall apply.

                                       2
<PAGE>

         2.6      A copy of the  Plan is  attached  hereto  and  constitutes  an
                  integral part hereof.

3.       GRANT OF OPTIONS

         3.1      The Company hereby grants the Optionee_______ 102 Capital Gain
                  Stock Options to purchase  _______Shares  of common stock, par
                  value USD _______,  all subject to the conditions of the Plan,
                  at an Exercise Price of USD ________, (the "EXERCISE PRICE").

         3.2      The  Options  have been issued to the Trustee on behalf of the
                  Optionee.

         3.3      The  Optionee  is aware  that  the  Company  intends  to issue
                  additional  Shares  in the  future  to  various  entities  and
                  individuals,  as the  Company  in its  sole  discretion  shall
                  determine.

4.       TRANSFER OF OPTIONS

         The transfer of these Options is limited as set forth in the Plan.


5.       EXERCISE PRICE

         Each Option may be  exercised in  consideration  of the payment in cash
         (or by any other mean as specified  in the Plan) of the Exercise  Price
         indicated above.

6.       VESTING OF OPTIONS

         The  Options  shall  vest over a period of four years from the date the
         Option were allocated to the Trustee, as follows:

                  One fourth (25%) of the Options shall vest on _________, 2004;
                  with the  remaining  three-fourths  of the  Options to vest in
                  equal  monthly  amounts over the  following  thirty-six  month
                  period  (2.08333% per month);  in all cases,  provided that at
                  the time of vesting,  the Optionee  shall still be an Employee
                  of the Company or any Subsidiary.

7.       METHOD OF EXERCISE

         7.1      The Options,  or any part  thereof,  shall be exercised by the
                  Optionee  by signing  and  returning  to the  Company  and the
                  Trustee (if such  Options are held by the  Trustee),  at their
                  principal offices, a notice of exercise in such form as may be
                  prescribed  by the Company  from time to time (the  "NOTICE OF
                  EXERCISE"), together with full payment of the Exercise Price.

         7.2      In order  to issue  Shares  upon  the  exercise  of any of the
                  Options,  the  Optionee  hereby  agrees  to  sign  any and all
                  documents  required  by the  Company's  management  and/or the
                  Trustee  and/or  any law  and/or  the  Company's  Articles  of
                  Association.

                                       3
<PAGE>

         7.3      After a Notice of Exercise  has been  delivered to the Company
                  (and/or the Trustee if  relevant),  it may not be rescinded or
                  revised by the Optionee.  Subsequent to the Company's  receipt
                  of a Notice of  Exercise,  together  with the  payment  of the
                  Exercise Price and certification that the taxes referred to in
                  Section 9 below,  have  been or will be paid by the  Optionee,
                  the Shares  issuable upon the exercise of the Options shall be
                  issued to the Optionee,  or the Trustee pursuant the provision
                  of Section 102.

         7.4      The Trustee  will  transfer  the Shares to the  Optionee  upon
                  demand,  subject to the Plan and this Stock Option  Agreement,
                  but in no event before all taxes due, if any,  have been fully
                  paid.  By signing  this Stock Option  Agreement,  the Optionee
                  authorizes  the Trustee not to transfer any Shares issued upon
                  the  exercise of the Options  prior to the full payment of all
                  applicable taxes.

8.       TERMS AND EXPIRATION

         These  Options,  unless  terminated  earlier  under the  provisions  of
         Section 6 of the Plan,  shall expire upon the tenth (1 0th) anniversary
         of the Plan adoption by the Board of Directors.

9.       TAXES

         9.1      The  aforementioned  Options  and  Shares  issued  upon  their
                  exercise will be held by the Trustee in trust on behalf of the
                  Optionee  for a period of at least 24  months  from the end of
                  the year on which such Options are allocated to the Trustee or
                  a  shorter  period as  approved  by the tax  authorities  (the
                  "LOCK-UP PERIOD"), under the terms set in Section 102.

         9.2      All rights  related to the  Options or the Shares  issued upon
                  their  exercise  will be held by the Trustee  until the end of
                  the  Lock-up  Period,  including  bonus  shares,  and  will be
                  subject to the  provisions  of Section 102  regarding  the 102
                  Capital Gain Track.

         9.3      Any and all taxes,  fees and other  liabilities  (as may apply
                  from  time to  time)  in  connection  with  the  grant  and/or
                  exercise of the Options and the sale of Shares issued upon the
                  exercise of the Options,  will be borne by the Optionee and he
                  will be  solely  liable  for all such  taxes,  fees and  other
                  liabilities.   Furthermore,   the  Optionee   shall  agree  to
                  indemnify  the Company and the Trustee and hold them  harmless
                  against  and  from any and all  liability  for any such tax or
                  interest or penalty thereon.

         9.4      The Optionee  acknowledges that the receipt of the Options and
                  the  acquisition  of the Shares to be issued upon the exercise
                  of the Options may result in tax consequences. The description
                  set forth in the Plan  relating to the payment of tax does not
                  purport  to  be  a  full  and  complete   description  of  the
                  Optionee's tax obligations under the law.

         9.5      In the event that the Company or the Trustee  determines  that
                  it is required to

                                       4
<PAGE>

                  withhold any tax as a result of the exercise of these Options,
                  the Optionee, as a condition to the exercise of these Options,
                  shall make  arrangements  satisfactory  to the  Company or the
                  Trustee   to   enable   them  to   satisfy   all   withholding
                  requirements.   The  Optionee  shall  also  make  arrangements
                  satisfactory  to the  Company  to  enable  it to  satisfy  any
                  withholding requirements that may arise in connection with the
                  vesting or disposition of Shares purchased by exercising these
                  Options.

10.      MISCELLANEOUS PROVISIONS

         10.1     Each party to this Stock  Option  Agreement  agrees to perform
                  any and all  further  acts  and to  execute  and  deliver  any
                  documents  that may  reasonably  be necessary to carry out the
                  provisions of this Stock Option Agreement.

         10.2     The  Optionee  agrees  and  acknowledges  that the  terms  and
                  conditions of this Stock Option  Agreement,  including without
                  limitation  the number of Shares for which  Options  have been
                  granted,  are  confidential.  The Optionee agrees that he will
                  not disclose  these terms and  conditions  to any third party,
                  except  to the  Optionee's  financial  or legal  advisors,  or
                  family members, unless such disclosure is required by law.

         10.3     Any notice or other  communication  under  this  Stock  Option
                  Agreement  must be in  writing  and  shall be  effective  upon
                  delivery by hand,  or three (3) business days after deposit in
                  the  mail,  postage  prepaid,  certified  or  registered,  and
                  addressed   to  the   Company  or  to  the   Optionee  at  the
                  corresponding address as written in the preamble to this Stock
                  Option  Agreement;  provided,  however,  that  any  Notice  of
                  Exercise  or payment to the  Company  under  Section 7 of this
                  Stock Option  Agreement  shall be  effective  only upon actual
                  receipt by the Company at the address above.  Each party shall
                  be  obligated  to notify the other in writing of any change in
                  that  party's  address.  Notice of change of address  shall be
                  effective only when done in accordance with this Subsection.

         10.4     The Company  may,  but shall not be  obligated to register the
                  sale of Shares  issued upon the exercise of the Options  under
                  the any Applicable Law.

         10.5     The Company  shall not be  obligated  to take any  affirmative
                  action in order to cause the sale of  Shares  issued  upon the
                  exercise of the Options  under this Stock Option  Agreement to
                  comply with any law.

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<PAGE>

                  IN WITNESS  WHEREOF the parties have signed and delivered this
Stock Option Agreement as of the date first hereinabove set forth.




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The Company                                      Optionee

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