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                                                                   EXHIBIT 10.01

                          INTERNATIONAL GAME TECHNOLOGY
                          EMPLOYEE STOCK PURCHASE PLAN

              (AMENDED AND RESTATED EFFECTIVE AS OF MARCH 1, 1999;
            COMPOSITE PLAN DOCUMENT REFLECTING JULY 2003 STOCK SPLIT
                          AND DECEMBER 2003 AMENDMENT)

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                                TABLE OF CONTENTS

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1.   PURPOSE................................................................................................        1
2.   DEFINITIONS............................................................................................        1
3.   ELIGIBILITY............................................................................................        4
4.   STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS..........................................................        4
5.   OFFERING PERIODS.......................................................................................        4
6.   PARTICIPATION..........................................................................................        4
7.   METHOD OF PAYMENT OF CONTRIBUTIONS.....................................................................        5
8.   GRANT OF OPTION........................................................................................        6
9.   EXERCISE OF OPTION.....................................................................................        6
10.  DELIVERY...............................................................................................        7
11.  TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS...................................................        7
12.  ADMINISTRATION.........................................................................................        8
13.  DESIGNATION OF BENEFICIARY.............................................................................        9
14.  TRANSFERABILITY........................................................................................       10
15.  USE OF FUNDS; INTEREST.................................................................................       10
16.  REPORTS................................................................................................       10
17.  ADJUSTMENTS OF AND CHANGES IN THE STOCK................................................................       10
18.  POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS.........................................................       11
19.  TERM OF PLAN; AMENDMENT OR TERMINATION.................................................................       11
20.  NOTICES................................................................................................       12
21.  CONDITIONS UPON ISSUANCE OF SHARES.....................................................................       12
22.  PLAN CONSTRUCTION......................................................................................       12
23.  EMPLOYEES' RIGHTS......................................................................................       13
24.  MISCELLANEOUS..........................................................................................       13
</TABLE>

                                       -i-

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                          INTERNATIONAL GAME TECHNOLOGY
                          EMPLOYEE STOCK PURCHASE PLAN
              (AMENDED AND RESTATED EFFECTIVE AS OF MARCH 1, 1999;
            COMPOSITE PLAN DOCUMENT REFLECTING JULY 2003 STOCK SPLIT
                          AND DECEMBER 2003 AMENDMENT)

            The following constitute the provisions of the International Game
Technology Employee Stock Purchase Plan (the "PLAN"). The Plan was first adopted
by the Board of Directors (the "BOARD") of International Game Technology, a
Nevada corporation (the "CORPORATION") on February 26, 1987. The Plan was
approved by the Corporation's stockholders on February 16, 1988. This amendment
to and restatement of the Plan is effective as of March 1, 1999.

1.    PURPOSE

      The purpose of this Plan is to assist Qualified Employees in acquiring a
      stock ownership interest in the Corporation pursuant to a plan which is
      intended to qualify as an "employee stock purchase plan" under Section 423
      of the Code. This Plan is also intended to help Qualified Employees
      provide for their future security and to encourage them to remain in the
      employ of the Corporation (and those Subsidiaries which may be designated
      by the Committee as "Participating Subsidiaries").

2.    DEFINITIONS

      Capitalized terms used herein which are not otherwise defined shall have
      the following meanings.

            "ACCOUNT" means the bookkeeping account maintained by the
            Corporation, or by a recordkeeper on behalf of the Corporation, for
            a Participant pursuant to Section 7(a).

            "BOARD" means the Board of Directors of the Corporation.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
            to time.

            "COMMITTEE" means the committee appointed by the Board to administer
            this Plan pursuant to Section 12.

            "COMMON STOCK" means the Common Stock, without par value, of the
            Corporation.

            "COMPANY" means, collectively, the Corporation and its Subsidiaries.

            "COMPENSATION" means a Qualified Employee's regular gross pay for a
            40-hour week. Compensation includes any amounts contributed as
            salary reduction contributions to a plan qualifying under Section
            401(k), 125 or 129 of the Code. Any other form of remuneration is
            excluded from Compensation, including (but not limited to) the
            following: overtime payments, sales commissions, prizes,

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            awards, relocation or housing allowances, stock option exercises,
            stock appreciation rights, restricted stock exercises, performance
            awards, auto allowances, tuition reimbursement and other forms of
            imputed income, bonuses, incentive compensation, special payments,
            fees and allowances. Notwithstanding the foregoing, Compensation
            shall not include any amounts deferred under or paid from any
            nonqualified deferred compensation plan maintained by the Company.

            "CONTRIBUTIONS" means all bookkeeping amounts credited to the
            Account of a Participant pursuant to Section 7(a).

            "CORPORATION" means International Game Technology, a Nevada
            corporation, and its successors.

            "EFFECTIVE DATE" means February 26, 1987, the original effective
            date of this Plan. This amendment to and restatement of the Plan is
            effective as of March 1, 1999.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
            from time to time.

            "EXERCISE DATE" means, with respect to an Offering Period, the last
            day of that Offering Period.

            "FAIR MARKET VALUE" on any date means: (i) if the Common Stock is
            listed or admitted to trade on a national securities exchange, the
            closing price of a share of Common Stock on the Composite Tape, as
            published in the Western Edition of The Wall Street Journal, of the
            principal national securities exchange on which such stock is so
            listed or admitted to trade, on such date, or, if there is no
            trading of the Common Stock on such date, then the closing price of
            a share of Common Stock as quoted on such Composite Tape on the next
            preceding date on which there was trading in such shares; (ii) if
            the Common Stock is not listed or admitted to trade on a national
            securities exchange, the last/closing price for a share of Common
            Stock on such date, as furnished by the National Association of
            Securities Dealers, Inc. ("NASD") through the NASDAQ National Market
            Reporting System or a similar organization if the NASD is no longer
            reporting such information; (iii) if the Common Stock is not listed
            or admitted to trade on a national securities exchange and is not
            reported on the National Market Reporting System, the mean between
            the bid and asked price for a share of Common Stock on such date, as
            furnished by the NASD or a similar organization; or (iv) if the
            Common Stock is not listed or admitted to trade on a national
            securities exchange, is not reported on the National Market
            Reporting System and if bid and asked prices for the Common Stock
            are not furnished by the NASD or a similar organization, the value
            as established by the Committee at such time for purposes of this
            Plan.

            "GRANT DATE" means the first day of each Offering Period, as
            determined by the Committee and announced to potential Qualified
            Employees; provided, however,

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            that no Grant Date may occur on or before the Exercise Date for the
            immediately preceding Offering Period.

            "OFFERING PERIOD" means the twelve-consecutive month period
            commencing on each Grant Date; provided, however, that the Committee
            may declare, as it deems appropriate and in advance of the
            applicable Offering Period, (i) a shorter (not to be less than three
            months) Offering Period or a longer (not to exceed 27 months)
            Offering Period.

            "OPTION" means the stock option to acquire Shares granted to a
            Participant pursuant to Section 8.

            "OPTION PRICE" means the per share exercise price of an Option as
            determined in accordance with Section 8(b).

            "PARENT" means any corporation (other than the Corporation) in an
            unbroken chain of corporations ending with the Corporation in which
            each corporation (other than the Corporation) owns stock possessing
            50% or more of the total combined voting power of all classes of
            stock in one or more of the other corporations in the chain.

            "PARTICIPANT" means a Qualified Employee who has elected to
            participate in this Plan and who has filed a valid and effective
            Subscription Agreement to make Contributions pursuant to Section 6.

            "PLAN" means this International Game Technology Employee Stock
            Purchase Plan, as amended from time to time.

            "QUALIFIED EMPLOYEE" means any employee of the Corporation, or of
            any Subsidiary which has been designated in writing by the Committee
            as a "Participating Subsidiary" (including any Subsidiaries which
            have become such after the date that this Plan is approved by the
            stockholders of the Corporation). Notwithstanding the foregoing,
            "Qualified Employee" shall not include any employee: (i) who has not
            as of the Grant Date completed at least 90 days of continuous
            full-time employment with the Company; or (ii) whose customary
            employment is for 20 hours per week or less; or (iii) whose
            customary employment is for not more than five months in a calendar
            year.

            "RULE 16b-3" means Rule 16b-3 as promulgated by the Commission under
            Section 16, as amended from time to time.

            "SECTION 16" means Section 16 of the Exchange Act.

            "SHARE" means a share of Common Stock.

            "SUBSCRIPTION AGREEMENT" means the written agreement filed by a
            Qualified Employee with the Corporation pursuant to Section 6 to
            participate in this Plan.

                                       3

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            "SUBSIDIARY" means any corporation in an unbroken chain of
            corporations (beginning with the Corporation) in which each
            corporation (other than the last corporation) owns stock possessing
            50% or more of the total combined voting power of all classes of
            stock in one or more of the other corporations in the chain.

3.    ELIGIBILITY

      Any person employed as a Qualified Employee as of a Grant Date shall be
      eligible to participate in this Plan during the Offering Period in which
      such Grant Date occurs, subject to the Qualified Employee satisfying the
      requirements of Section 6.

4.    STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS

      (a)   The maximum number of Shares that may be delivered pursuant to
            Options granted under this Plan is 12,600,000* Shares (after giving
            effect to the Corporation's stock splits affecting the Common Stock
            through the July 2003 four-for-one stock split), subject to
            adjustments pursuant to Section 17. In the event that all of the
            Shares made available under this Plan are subscribed prior to the
            expiration of this Plan, this Plan may be terminated by the Board.

      (b)   The maximum number of Shares that any one individual may acquire
            upon exercise of his or her Option with respect to any one Offering
            Period is 12,000, subject to adjustments pursuant to Section 17 (the
            "INDIVIDUAL LIMIT"); provided, however, that the Committee may amend
            such Individual Limit, effective no earlier than the first Offering
            Period commencing after the adoption of such amendment, without
            stockholder approval. The Individual Limit shall be proportionately
            adjusted for any Offering Period of less than six months, and may,
            at the discretion of the Committee, be proportionately increased for
            any Offering Period of greater than six months.

5.    OFFERING PERIODS

      During the term of this Plan, the Corporation will offer Options to
      purchase Shares in each Offering Period to all Participants in that
      Offering Period. Each Option shall become effective on the Grant Date. The
      term of each Option shall be the duration of the related Offering Period
      and shall end on the Exercise Date. Offering Periods shall continue until
      this Plan is terminated in accordance with Section 18 or 19, or, if
      earlier, until no Shares remain available for Options pursuant to Section
      4.

6.    PARTICIPATION

      A Qualified Employee may become a participant in this Plan by completing a
      Subscription Agreement on a form approved by and in a manner prescribed by
      the Committee (or its delegate). To become effective, a Subscription
      Agreement must be filed with the Corporation at the time specified by the
      Committee, but in all cases prior to

-------------
* Reflects the December 2003 amendment approved by the Board to increase the
Share limit by 3,000,000 Shares, which amendment is subject to approval by
stockholders at the 2004 annual meeting of stockholders.

                                       4

<PAGE>

      the start of the Offering Period with respect to which it is to become
      effective, and must set forth a stated amount (or, if the Committee so
      provides, a whole percentage) of the Qualified Employee's Compensation to
      be credited to the Participant's Account as Contributions each pay period;
      subject to (i) the $25,000 annual limitation set forth in Section 8(c),
      (ii) unless the Committee otherwise provides, an election of a stated
      amount of Compensation must result in a Plan Contribution of at least
      $10.00 each pay period, (iii) a Participant may not contribute more than
      ten percent (10%) of his or her Compensation as Plan Contributions, and
      (iv) such other limits, rules, or procedures as the Committee may
      prescribe. Subscription Agreements shall contain the Qualified Employee's
      authorization and consent to the Corporation's withholding from his or her
      Compensation the amount of his or her Contributions. A Subscription
      Agreement shall be effective only with respect to the related Offering
      Period. A Qualified Employee must timely file a new Subscription Agreement
      for each Offering Period in which he or she wishes to participate.

7.    METHOD OF PAYMENT OF CONTRIBUTIONS

      (a)   The Corporation shall maintain on its books, or cause to be
            maintained by a recordkeeper, an Account in the name of each
            Participant. The percentage of Compensation elected to be applied as
            Contributions by a Participant shall be deducted from such
            Participant's Compensation on each payday during the period for
            payroll deductions set forth below and such payroll deductions shall
            be credited to that Participant's Account as soon as
            administratively practicable after such date. A Participant may not
            make any additional payments to his or her Account. A Participant's
            Account shall be reduced by any amounts used to pay the Option Price
            of Shares acquired, or by any other amounts distributed pursuant to
            the terms hereof.

      (b)   Payroll deductions with respect to an Offering Period shall commence
            as of the first day of the payroll period which coincides with or
            immediately follows the applicable Grant Date and shall end on the
            last day of the payroll period which coincides with or immediately
            precedes the applicable Exercise Date, unless sooner terminated by
            the Participant as provided in this Section 7 or until his or her
            participation terminates pursuant to Section 11.

      (c)   A Participant may terminate his or her Contributions during an
            Offering Period (and receive a distribution of the balance of his or
            her Account in accordance with Section 11) by completing and filing
            with the Corporation, in such form and on such terms as the
            Committee (or its delegate) may prescribe, a written withdrawal form
            which shall be signed by the Participant. Such termination shall be
            effective as soon as administratively practicable after its receipt
            by the Corporation. Partial withdrawals of Accounts, and other
            modifications or suspensions of Subscription Agreements are not
            permitted.

      (d)   During leaves of absence approved by the Corporation and meeting the
            requirements of Regulation Section 1.421-7(h)(2) under the Code, a
            Participant may continue participation in this Plan by cash payments
            to the Corporation on

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<PAGE>

            his normal paydays equal to the reduction in his Plan Contributions
            caused by his leave.

8.    GRANT OF OPTION

      (a)   On each Grant Date, each Qualified Employee who is a participant
            during that Offering Period shall be granted an Option to purchase a
            number of Shares. The Option shall be exercised on the Exercise
            Date. The number of Shares subject to the Option shall be determined
            by dividing the Participant's Account balance as of the applicable
            Exercise Date by the Option Price.

      (b)   The Option Price per Share of the Shares subject to an Option shall
            be the lesser of: (i) 85% of the Fair Market Value of a Share on the
            applicable Grant Date; or (ii) 85% of the Fair Market Value of a
            Share on the applicable Exercise Date.

      (c)   Notwithstanding anything else contained herein, a person who is
            otherwise a Qualified Employee shall not be granted any Option (or
            any Option granted shall be subject to compliance with the following
            limitations) or other right to purchase Shares under this Plan to
            the extent (i) it would, if exercised, cause the person to own
            "stock" (as such term is defined for purposes of Section 423(b)(3)
            of the Code) possessing 5% or more of the total combined voting
            power or value of all classes of stock of the Corporation, or of any
            Parent, or of any Subsidiary, or (ii) such Option causes such
            individual to have rights to purchase stock under this Plan and any
            other plan of the Corporation, any Parent, or any Subsidiary which
            is qualified under Section 423 of the Code which accrue at a rate
            which exceeds $25,000 of the fair market value of the stock of the
            Corporation, of any Parent, or of any Subsidiary (determined at the
            time the right to purchase such Stock is granted) for each calendar
            year in which such right is outstanding at any time. For this
            purpose a right to purchase stock accrues when it first become
            exercisable during the calendar year. In determining whether the
            stock ownership of a Qualified Employee equals or exceeds the 5%
            limit set forth above, the rules of Section 424(d) of the Code
            (relating to attribution of stock ownership) shall apply, and stock
            which the Qualified Employee may purchase under outstanding options
            shall be treated as stock owned by the Qualified Employee.

9.    EXERCISE OF OPTION

      Unless a Participant's Plan participation is terminated as provided in
      Section 11, his or her Option for the purchase of Shares shall be
      exercised automatically on the Exercise Date for that Offering Period,
      without any further action on the Participant's part, and the maximum
      number of whole Shares subject to such Option (subject to the Individual
      Limit set forth in Section 4(b) and the limitations contained in Section
      8(c)) shall be purchased at the Option Price with the balance of such
      Participant's Account. If any amount which is not sufficient to purchase a
      whole Share remains in a Participant's Account after the exercise of his
      or her Option on the Exercise Date: (i) such amount shall be credited to
      such Participant's Account for the next Offering Period, if he or she is
      then a Participant; or (ii) if such Participant is not a Participant in
      the next Offering

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      Period, or if the Committee so elects, such amount shall be refunded to
      such Participant as soon as administratively practicable after such date.
      If any amount which exceeds the Individual Limit set forth in Section 4(b)
      or one of the limitations set forth in Section 8(c) remains in a
      Participant's Account after the exercise of his or her Option on the
      Exercise Date, such amount shall be refunded to the Participant as soon as
      administratively practicable after such date.

10.   DELIVERY

      As soon as administratively practicable after the Exercise Date, the
      Corporation shall deliver to each Participant a certificate representing
      the Shares purchased upon exercise of his or her Option. The Corporation
      may make available an alternative arrangement for delivery of Shares to a
      recordkeeping service. The Committee (or its delegate), in its discretion,
      may either require or permit the Participant to elect that such
      certificates be delivered to such recordkeeping service. In the event the
      Corporation is required to obtain from any commission or agency authority
      to issue any such certificate, the Corporation will seek to obtain such
      authority. Inability of the Corporation to obtain from any such commission
      or agency authority which counsel for the Corporation deems necessary for
      the lawful issuance of any such certificate shall relieve the Corporation
      from liability to any Participant except to return to the Participant the
      amount of the balance in his or her Account.

11.   TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS

      (a)   Upon a Participant's termination from employment with the Company
            for any reason other than his or her death or Retirement, or if the
            Participant elects to terminate Contributions pursuant to Section
            7(c), at any time prior to the last day of an Offering Period in
            which he or she participates, such Participant's Account shall be
            paid to him or her or in cash, and such Participant's Option and
            participation in the Plan shall be automatically terminated. If a
            Participant (i) ceases to be a Qualified Employee during an Offering
            Period but remains an employee of the Company through the Exercise
            Date, or (ii) during an Offering Period commences a leave of absence
            approved by the Company and meeting the requirements of Treasury
            Regulation Section 1.421-7(h)(2) and is an employee of the Company
            or on such leave as of the applicable Exercise Date, such
            Participant's Contributions shall cease (subject to Section 6(d)),
            and the Contributions previously credited to the Participant's
            Account for that Offering Period shall be used to exercise the
            Participant's Option as of the applicable Exercise Date in
            accordance with Section 9 (unless the Participant makes an election
            to terminate Contributions in accordance with Section 7(c) at any
            time prior to the last day of the applicable Offering Period, in
            which case such Participant's Account shall be paid to him or her in
            cash in accordance with the foregoing).

      (b)   A Participant who terminates employment with the Company due to
            Retirement may, at his election and by written notice to the
            Corporation, either (i) exercise his Option as of his Retirement
            date, in which event the Corporation shall apply the

                                       7

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            balance in his Account to purchase Shares and pay the Option Price
            (with the Exercise Date of such Option being the date of his
            retirement for purposes of calculating such price) and refund any
            amount which is not sufficient to purchase a whole Share to the
            Participant, or (ii) request payment of the balance in his Account
            in the form of cash, in which event the Corporation promptly shall
            make such payment, and thereupon his interest in the Plan and his
            Option shall terminate. If the Corporation does not receive such
            notice within 90 days of the Participant's Retirement or, if
            earlier, the end of the applicable Offering Period, the Participant
            shall be conclusively presumed to have elected alternative (ii) and
            requested the payment of the balance of his Account.

      (c)   If the employment of a Participant is terminated by his death, his
            Beneficiary may, at his election and by written notice to the
            Corporation, either (i) exercise the Participant's Option as of the
            date of the Participant's death, in which event the Corporation
            shall apply the balance in the Participant's Account to purchase
            Shares and pay the Option Price (with the Exercise Date of such
            Option being the date of the Participant's death for purposes of
            calculating such price) and refund any amount which is not
            sufficient to purchase a whole share to the Beneficiary, or (ii)
            request payment of the balance in the Participant's Account in the
            form of cash, in which event the Corporation promptly shall make
            such payment to the Beneficiary and thereupon any interest of the
            Participant and his Beneficiary in the Plan and any Option shall
            terminate. If the Corporation does not receive such notice within 90
            days of the Participant's death, or, if earlier, the end of the
            applicable Offering Period, the Participant's Beneficiary shall be
            conclusively presumed to have elected alternative (ii) and requested
            the payment of the balance of the Participant's Account.

      (d)   A Participant's termination from Plan participation precludes the
            Participant from again participating in this Plan during that
            Offering Period. However, such termination shall not have any effect
            upon his or her ability to participate in any succeeding Offering
            Period, provided that the applicable eligibility and participation
            requirements are again then met. A Participant's termination from
            Plan participation shall be deemed to be a revocation of that
            Participant's Subscription Agreement and such Participant must file
            a new Subscription Agreement to resume Plan participation in any
            succeeding Offering Period.

12.   ADMINISTRATION

      (a)   The Board shall appoint the Committee, which shall be composed of
            not less than two members of the Board. Each member of the
            Committee, in respect of any transaction at a time when an affected
            Participant may be subject to Section 16 of the Exchange Act, shall
            be a "non-employee director" within the meaning of Rule 16b-3. The
            Board may, at any time, increase or decrease the number of members
            of the Committee, may remove from membership on the Committee all or
            any portion of its members, and may appoint such person or persons
            as it desires to fill any vacancy existing on the Committee, whether
            caused by removal, resignation,

                                       8

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            or otherwise. The Board may also, at any time, assume or change the
            administration of this Plan.

      (b)   The Committee shall supervise and administer this Plan and shall
            have full power and discretion to adopt, amend and rescind any rules
            deemed desirable and appropriate for the administration of this Plan
            and not inconsistent with the terms of this Plan, and to make all
            other determinations necessary or advisable for the administration
            of this Plan. The Committee shall act by majority vote or by
            unanimous written consent. No member of the Committee shall be
            entitled to act on or decide any matter relating solely to himself
            or herself or solely to any of his or her rights or benefits under
            this Plan. The Committee shall have full power and discretionary
            authority to construe and interpret the terms and conditions of this
            Plan, which construction or interpretation shall be final and
            binding on all parties including the Corporation, Participants and
            beneficiaries. The Committee may delegate ministerial
            non-discretionary functions to third parties, including officers of
            the Corporation.

      (c)   Any action taken by, or inaction of, the Corporation, the Board or
            the Committee relating to this Plan shall be within the absolute
            discretion of that entity or body and will be conclusive and binding
            upon all persons. No member of the Board or Committee, or officer of
            the Corporation, will be liable for any such action or inaction of
            the entity or body, of another person, or, except in circumstances
            involving bad faith, of himself or herself.

13.   DESIGNATION OF BENEFICIARY

      (a)   A Participant may file, in a manner prescribed by the Committee (or
            its delegate), a written designation of a beneficiary who is to
            receive any Shares or cash from such Participant's Account under
            this Plan in the event of such Participant's death. If a
            Participant's death occurs subsequent to the end of an Offering
            Period but prior to the delivery to him or her of any Shares
            deliverable under the terms of this Plan, such Shares and any
            remaining balance of such Participant's Account shall be paid to
            such beneficiary (or such other person as set forth in Section
            13(b)) as soon as administratively practicable after the Corporation
            receives notice of such Participant's death and any outstanding
            unexercised Option shall terminate. If a Participant's death occurs
            at any other time, the balance of such Participant's Account shall
            be paid to such beneficiary (or such other person as set forth in
            Section 13(b)) in cash as soon as administratively practicable after
            the Corporation receives notice of such Participant's death and such
            Participant's Option shall terminate. If a Participant is married
            and the designated beneficiary is not his or her spouse, spousal
            consent shall be required for such designation to be effective
            unless it is established (to the satisfaction of a Plan
            representative) that there is no spouse or that the spouse cannot be
            located. The Committee may rely on the last designation of a
            beneficiary filed by a Participant in accordance with this Plan.

                                       9

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      (b)   Beneficiary designations may be changed by the Participant (and his
            or her spouse, if required) at any time on forms provided and in the
            manner prescribed by the Committee (or its delegate). If a
            Participant dies with no validly designated beneficiary under this
            Plan who is living at the time of such Participant's death, the
            Corporation shall deliver all Shares and/or cash payable pursuant to
            the terms hereof to the executor or administrator of the estate of
            the Participant, or if no such executor or administrator has been
            appointed, the Corporation, in its discretion, may deliver such
            Shares and/or cash to the spouse or to any one or more dependents or
            relatives of the Participant, or if no spouse, dependent or relative
            is known to the Corporation, then to such other person as the
            Corporation may designate.

14.   TRANSFERABILITY

      Neither Contributions credited to a Participant's Account nor any Options
      or rights with respect to the exercise of Options or right to receive
      Shares under this Plan may be anticipated, alienated, encumbered,
      assigned, transferred, pledged or otherwise disposed of in any way (other
      than by will, the laws of descent and distribution, or as provided in
      Section 13) by the Participant. Any such attempt at anticipation,
      alienation, encumbrance, assignment, transfer, pledge or other disposition
      shall be without effect and all amounts shall be paid and all shares shall
      be delivered in accordance with the provisions of this Plan. Amounts
      payable or Shares deliverable pursuant to this Plan shall be paid or
      delivered only to the Participant or, in the event of the Participant's
      death, to the Participant's beneficiary pursuant to Section 13.

15.   USE OF FUNDS; INTEREST

      All Contributions received or held by the Corporation under this Plan will
      be included in the general assets of the Corporation and may be used for
      any corporate purpose. Notwithstanding anything else contained herein to
      the contrary, no interest will be paid to any Participant or credited to
      his or her Account under this Plan (in respect of Account balances,
      refunds of Account balances, or otherwise).

16.   REPORTS

      Statements shall be provided to Participants as soon as administratively
      practicable following each Exercise Date. Each Participant's statement
      shall set forth, as of such Exercise Date, that Participant's Account
      balance immediately prior to the exercise of his or her Option, the Fair
      Market Value of a Share, the Option Price, the number of whole Shares
      purchased and his or her remaining Account balance, if any.

17.   ADJUSTMENTS OF AND CHANGES IN THE STOCK

      The following provisions will apply if any extraordinary dividend or other
      extraordinary distribution occurs in respect of the Common Stock (whether
      in the form of cash, Common Stock, other securities, or other property),
      or any reclassification, recapitalization, stock split (including a stock
      split in the form of a stock dividend), reverse stock split,
      reorganization, merger, combination, consolidation, split-up, spin-off,

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      combination, repurchase, or exchange of Common Stock or other securities
      of the Corporation, or any similar, unusual or extraordinary corporate
      transaction (or event in respect of the Common Stock) or a sale of
      substantially all the assets of the Corporation as an entirety occurs. The
      Committee will, in such manner and to such extent (if any) as it deems
      appropriate and equitable

      (a)   proportionately adjust any or all of (i) the number and type of
            Shares (or other securities) that thereafter may be made the subject
            of Options (including the specific maxima and numbers of shares set
            forth elsewhere in this Plan), (ii) the number, amount and type of
            Shares (or other securities or property) subject to any or all
            outstanding Options, (iii) the Option Price of any or all
            outstanding Options, or (iv) the securities, cash or other property
            deliverable upon exercise of any outstanding Options, or

      (b)   in the case of an extraordinary dividend or other distribution,
            recapitalization, reclassification, merger, reorganization,
            consolidation, combination, sale of assets, split up, exchange, or
            spin off, make provision for the substitution or exchange of any or
            all outstanding Options or the cash, securities or property
            deliverable to the holder of any or all outstanding Options based
            upon the distribution or consideration payable to holders of the
            Common Stock upon or in respect of such event.

      In each case, no such adjustment will be made that would cause this Plan
      to violate Section 423 of the Code or any successor provisions without the
      written consent of the holders materially adversely affected thereby. In
      any of such events, the Committee may take such action sufficiently prior
      to such event if necessary to permit the Participant to realize the
      benefits intended to be conveyed with respect to the underlying shares in
      the same manner as is available to stockholders generally.

18.   POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS

      Upon a dissolution of the Corporation, or any other event described in
      Section 17 that the Corporation does not survive, the Plan and, if prior
      to the last day of an Offering Period, any outstanding Option granted with
      respect to that Offering Period shall terminate, subject to any provision
      that has been expressly made by the Committee through a plan or
      reorganization approved by the Board or otherwise for the survival,
      substitution, assumption, exchange or other settlement of the Plan and
      Options. In the event a Participant's Option is terminated pursuant to
      this Section 18, such Participant's Account shall be paid to him or her in
      cash.

19.   TERM OF PLAN; AMENDMENT OR TERMINATION

      (a)   This Plan shall become effective as of the Effective Date. No new
            Offering Periods shall commence on or after February 26, 2007 (after
            giving effect to the amendment approved by the Corporation's
            stockholders at the 1997 annual meeting of stockholders which
            extended the term of this Plan) and this Plan shall

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            terminate as of the Exercise Date immediately following such date
            unless sooner terminated pursuant to Section 4, Section 18, or this
            Section 19.

      (b)   The Board may amend, modify or terminate this Plan at any time
            without notice. Stockholder approval for any amendment or
            modification shall not be required, except to the extent required by
            Section 423 of the Code or other applicable law, or deemed necessary
            or advisable by the Board. No amendment, modification, or
            termination pursuant to this Section 18(b) shall, without written
            consent of the Participant, affect in any manner materially adverse
            to the Participant any rights or benefits of such Participant or
            obligations of the Corporation under any Option granted under this
            Plan prior to the effective date of such change. Changes
            contemplated by Section 17 or Section 18 shall not be deemed to
            constitute changes or amendments requiring Participant consent.
            Notwithstanding the foregoing, the Committee shall have the right to
            designate from time to time the Subsidiaries whose employees may be
            eligible to participate in this Plan and such designation shall not
            constitute any amendment to this Plan requiring stockholder
            approval.

20.   NOTICES

      All notices or other communications by a Participant to the Corporation
      contemplated by this Plan shall be deemed to have been duly given when
      received in the form and manner specified by the Committee (or its
      delegate) at the location, or by the person, designated by the Committee
      (or its delegate) for that purpose.

21.   CONDITIONS UPON ISSUANCE OF SHARES

      Shares shall not be issued with respect to an Option unless the exercise
      of such Option and the issuance and delivery of such Shares complies with
      all applicable provisions of law, domestic or foreign, including, without
      limitation, the Securities Act of 1933, as amended from time to time, the
      Exchange Act, any applicable state securities laws, the rules and
      regulations promulgated thereunder, and the requirements of any stock
      exchange upon which the Shares may then be listed.

      As a condition precedent to the exercise of any Option, if, in the opinion
      of counsel for the Corporation such a representation is required under
      applicable law, the Corporation may require any person exercising such
      Option to represent and warrant that the Shares subject thereto are being
      acquired only for investment and without any present intention to sell or
      distribute such Shares.

22.   PLAN CONSTRUCTION

      (a)   It is the intent of the Corporation that transactions involving
            Options under this Plan in the case of Participants who are or may
            be subject to the prohibitions of Section 16 satisfy the
            requirements for applicable exemptions under Rule 16 promulgated by
            the Commission under Section 16 so that such persons (unless they
            otherwise agree) will be entitled to the exemptive relief of Rule
            16b-3 or

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            other exemptive rules under Section 16 in respect of those
            transactions and will not be subject to avoidable liability
            thereunder.

      (b)   This Plan and Options are intended to qualify under Section 423 of
            the Code.

      (c)   If any provision of this Plan or of any Option would otherwise
            frustrate or conflict with the intents expressed above, that
            provision to the extent possible shall be interpreted so as to avoid
            such conflict. If the conflict remains irreconcilable, the Committee
            may disregard the provision if it concludes that to do so furthers
            the interest of the Corporation and is consistent with the purposes
            of this Plan as to such persons in the circumstances.

23.   EMPLOYEES' RIGHTS

      Nothing in this Plan (or in any agreement related to this Plan) will
      confer upon any Qualified Employee or Participant any right to continue in
      the employ or other service of the Company or constitute any contract or
      agreement of employment or other service, or interfere in any way with the
      right of the Company to otherwise change such person's compensation or
      other benefits or to terminate the employment or other service or such
      Qualified Employee or Participant, with or without cause, but nothing
      contained in this Plan or any document related hereto shall affect any
      other contractual right of any Qualified Employee or Participant without
      such person's consent. No Participant shall have any rights as a
      stockholder until a certificate for Shares has been issued in the
      Participant's name following exercise of his or her Option. No adjustment
      will be made for dividends or other rights as a stockholder for which a
      record date is prior to the issuance of such Share certificate. Nothing in
      this Plan shall be deemed to create any fiduciary relationship between the
      Corporation and any Participant.

24.   MISCELLANEOUS

      (a)   This Plan, the Options, and related documents shall be governed by,
            and construed in accordance with, the laws of the State of Nevada.
            If any provision shall be held by a court of competent jurisdiction
            to be invalid and unenforceable, the remaining provisions of this
            Plan shall continue in effect.

      (b)   Captions and headings are given to the sections of this Plan solely
            as a convenience to facilitate reference. Such captions and headings
            shall not be deemed in any way material or relevant to the
            construction of interpretation of this Plan or any provision hereof.

      (c)   The adoption of this Plan shall not affect any other Company
            compensation or incentive plans in effect. Nothing in this Plan will
            limit or be deemed to limit the authority of the Board or Committee
            (i) to establish any other forms of incentives or compensation for
            employees of the Company (with or without reference to the Common
            Stock), or (ii) to grant or assume options (outside the scope of and
            in addition to those contemplated by this Plan) in connection with
            any proper corporate purpose; to the extent consistent with any
            other plan or authority.

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