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                                                                    EXHIBIT 10.8

                          SUNRISE ASSISTED LIVING, INC.
                      1996 NON-INCENTIVE STOCK OPTION PLAN,
                          AS AMENDED FEBRUARY 25, 2000

       SUNRISE ASSISTED LIVING, INC., a Delaware corporation (the
"Corporation"), sets forth herein the terms of this 1996 Non-Incentive Stock
Option Plan, as amended (the "Plan") as follows:

1.     PURPOSE

       The Plan is intended to advance the interests of the Corporation and any
subsidiary thereof within the meaning of Rule 405 of Regulation C under the
Securities Act of 1933, as amended (with the term "person" as used in such Rule
405 being defined as in Section 2(2) of such Act) (a "Subsidiary"), by providing
eligible individuals (as designated pursuant to Section 4 below) with incentives
to improve business results, by providing an opportunity to acquire or increase
a proprietary interest in the Corporation, which thereby will create a stronger
incentive to expend maximum effort for the growth and success of the Corporation
and its Subsidiaries, and will encourage such eligible individuals to continue
to serve the Corporation and its Subsidiaries, whether as an employee, as a
director, as a consultant or advisor or in some other capacity. To this end, the
Plan provides for the grant of stock options, as set out herein.

       This Plan provides for the grant of stock options (each of which is an
"Option") in accordance with the terms of the Plan. An Option will be a
non-incentive stock option (an "NSO"). Each Option shall be evidenced by a
written agreement between the Corporation and the recipient individual that sets
out the terms and conditions of the grant as further described in Section 8.

2.     ADMINISTRATION

       (a)    BOARD

       The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"), which shall have the full power and authority to take
all actions and to make all determinations required or provided for under the
Plan or any Option granted or Option Agreement (as defined in Section 8 below)
entered into hereunder and all such other actions and determinations not
inconsistent with the specific terms and provisions of the Plan deemed by the
Board to be necessary or appropriate to the administration of the Plan or any
Option granted or Option Agreement entered into hereunder. The interpretation
and construction by the Board of any provision of the Plan or of any Option
granted or Option Agreement entered into hereunder shall be final, binding and
conclusive.



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       (b)    ACTION BY COMMITTEE

       The Board from time to time may appoint a Stock Option Committee
consisting of two or more members of the Board of Directors who, in the sole
discretion of the Board, may be the same Directors who serve on the Compensation
Committee, or may appoint the Compensation Committee to serve as the Stock
Option Committee (the "Committee"). The Board, in its sole discretion, may
provide that the role of the Committee shall be limited to making
recommendations to the Board concerning any determinations to be made and
actions to be taken by the Board pursuant to or with respect to the Plan, or the
Board may delegate to the Committee such powers and authorities related to the
administration of the Plan, as set forth in Section 2(a) above, as the Board
shall determine, consistent with the Restated Certificate of Incorporation and
By-Laws of the Corporation and applicable law. In the event that the Plan or any
Option granted or Option Agreement entered into hereunder provides for any
action to be taken by or determination to be made by the Board, such action may
be taken by or such determination may be made by the Committee if the power and
authority to do so has been delegated to the Committee by the Board as provided
for in this Section. Unless otherwise expressly determined by the Board, any
such action or determination by the Committee shall be final and conclusive.

       (c)    NO LIABILITY

       No member of the Board or of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Option
granted or Option Agreement entered into hereunder.

3.     STOCK

       The stock that may be issued pursuant to Options under the Plan shall be
shares of common stock, par value $.01 per share, of the Corporation (the
"Stock"), which shares may be treasury shares or authorized but unissued shares.
The number of shares of Stock that may be issued pursuant to Options under the
Plan shall not exceed, in the aggregate, one million six hundred thousand
(1,600,000) shares. If any Option expires, terminates, or is terminated or
canceled for any reason prior to exercise, the shares of Stock that were subject
to the unexercised, forfeited, terminated or canceled portion of such Option
shall be available immediately for future grants of Options under the Plan.

4.     ELIGIBILITY

       (a)    DESIGNATED RECIPIENTS

       Options may be granted under the Plan to (i) any employee of the
Corporation or any Subsidiary (including any such individual who is an officer
or director of the Corporation or any Subsidiary) as the Board shall determine
and designate from time to time or (ii) any consultant or advisor providing bona
fide services to the Corporation or any Subsidiary (provided that such services
must not be in connection with the offer or sale of





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securities in a capital-raising transaction) whose participation in the Plan is
determined by the Board to be in the best interests of the Corporation and is so
designated by the Board.

       (b)    SUCCESSIVE GRANTS

       An individual may hold more than one Option, subject to such restrictions
as are provided herein.

5.     EFFECTIVE DATE AND TERM OF THE PLAN

       (a)    EFFECTIVE DATE

       The Plan shall be effective as of the date of adoption by the Board.

       (b)    TERM

       The Plan shall have no termination date.

6.     GRANT OF OPTIONS

       Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time, grant to such eligible individuals as the Board may
determine (each of the whom is an "Optionee"), Options to purchase such number
of shares of Stock on such terms and conditions as the Board may determine. Such
authority specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to modify grants to eligible
individuals who are foreign nationals or are individuals who are employed
outside the United States to recognize differences in local law, tax policy, or
custom.

7.     PARACHUTE LIMITATIONS

       Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by
the Optionee with the Corporation, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Optionee (including groups or classes of
participants or beneficiaries of which the Optionee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified
individual," as defined in Section 280G(c) of the Internal Revenue Code of 1986,
as amended (the "Code"), any Option held by that Optionee and any right to
receive any payment or other benefit under this Plan shall not become
exercisable or vested (i) to the extent that such right to exercise, vesting,
payment, or benefit, taking into account all other rights, payments, or benefits
to or for the Optionee under this Plan, all Other Agreements, and all Benefit
Arrangements, would cause any payment or benefit to the Optionee under this Plan
to be considered a "parachute payment" within the meaning of Section 280G(b)(2)
of the Code as then in effect (a "Parachute



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Payment") and (ii) if, as a result of receiving a Parachute Payment, the
aggregate after-tax amounts received by the Optionee from the Corporation under
this Plan, all Other Agreements, and all Benefit Arrangements would be less than
the maximum after-tax amount that could be received by him without causing any
such payment or benefit to be considered a Parachute Payment. In the event that
the receipt of any such right to exercise, vesting, payment, or benefit under
this Plan, in conjunction with all other rights, payments, or benefits to or for
the Optionee under any Other Agreement or any Benefit Arrangement would cause
the Optionee to be considered to have received a Parachute Payment under this
Plan that would have the effect of decreasing the after-tax amount received by
the Optionee as described in clause (ii) of the preceding sentence, then the
Optionee shall have the right, in the Optionee's sole discretion, to designate
those rights, payments, or benefits under this Plan, any Other Agreements, and
any Benefit Arrangements that should be reduced or eliminated so as to avoid
having the payment or benefit to the Optionee under this Plan be deemed to be a
Parachute Payment.

8.     OPTION AGREEMENTS

       All Options granted pursuant to the Plan shall be evidenced by agreements
("Option Agreements"), to be executed by the Corporation and by the Optionee, in
such form or forms as the Board shall from time to time determine. Option
Agreements covering Options granted from time to time or at the same time need
not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.

9.     OPTION PRICE

       The purchase price of each share of Stock subject to an Option (the
"Option Price") shall be fixed by the Board and stated in each Option Agreement.
The Option Price shall be not less than the greater of par value or 100 percent
of the fair market value of a share of Stock on the date on which the Option is
granted (as determined in good faith by the Board). In the event that the Stock
is listed on an established national or regional stock exchange or The Nasdaq
Stock Market, is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System, or is publicly traded in an established
securities market, in determining the fair market value of the Stock, the Board
shall use the closing price of the Stock on such exchange or system or in such
market (the highest such closing price if there is more than one such exchange
or market) on the trading date immediately before the Option is granted (or, if
there is no such closing price, then the Board shall use the mean between the
highest bid and lowest asked prices or between the high and low prices on such
date), or, if no sale of the Stock has been made on such day, on the next
preceding day on which any such sale shall have been made.

10.    TERM AND EXERCISE OF OPTIONS

       (a)    OPTION PERIOD AND LIMITATIONS ON EXERCISE

       Each Option granted under the Plan shall be exercisable, in whole or in
part, at any time and from time to time, over a period commencing on or after
the date of grant



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and, to the extent that the Board determines and sets forth a termination date
for such Option in the Option Agreement (including any amendment thereto),
ending upon the stated expiration or termination date. The Board in its sole
discretion may specify events or circumstances, including the giving of notice,
which will cause an Option to terminate as set forth in the Option Agreement or
in this Plan. No Option granted to a person who is required to file reports
under Section 16(a) of the Securities Exchange Act of 1934 (as now in effect or
as hereafter amended) shall be exercisable during the first six months after the
date of grant. Without limiting the foregoing but subject to the terms and
conditions of the Plan, the Board may in its sole discretion provide that an
Option may not be exercised in whole or in part for any period or periods of
time during which such Option is outstanding and may condition exercisability
(or vesting) of an Option upon the attainment of performance objectives, upon
continued service, upon certain events or transactions, or a combination of one
or more of such factors, or otherwise, as set forth in the Option Agreement.
Subject to the parachute payment restrictions under Section 7, however, the
Board, in its sole discretion, may rescind, modify, or waive any such limitation
or condition on the exercise of an Option contained in any Option Agreement, so
as to accelerate the time at which the Option may be exercised or extend the
period during which the Option may be exercised.

       (b)    METHOD OF EXERCISE

       An Option that is exercisable hereunder may be exercised by delivery to
the Corporation on any business day, at the Corporation's principal office,
addressed to the attention of the President, of written notice of exercise,
which notice shall specify the number of shares with respect to which the Option
is being exercised and shall be accompanied by payment in full of the Option
Price of the shares for which the Option is being exercised. The minimum number
of shares of Stock with respect to which an Option may be exercised, in whole or
in part, at any time shall be the lesser of (i) 100 shares or such lesser number
set forth in the applicable Option Agreement and (ii) the maximum number of
shares available for purchase under the Option at the time of exercise. Payment
of the Option Price for the shares of Stock purchased pursuant to the exercise
of an Option shall be made (i) in cash or in cash equivalents; (ii) to the
extent permitted by applicable law and under the terms of the Option Agreement
with respect to such Option, through the tender to the Corporation of shares of
Stock, which shares shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their fair market value on the
date of exercise; (iii) to the extent permitted by applicable law and under the
terms of the Option Agreement with respect to such Option, by the delivery of a
promissory note of the person exercising the Option to the Corporation on such
terms as shall be set out in such Option Agreement; (iv) to the extent permitted
by applicable law and under the terms of the Option Agreement with respect to
such Option, by causing the Corporation to withhold shares of Stock otherwise
issuable pursuant to the exercise of an Option equal in value to the Option
Price or portion thereof to be satisfied pursuant to this clause (iv); or (v) by
a combination of the methods described in (i), (ii), (iii), and (iv). An attempt
to exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Payment in full of the Option Price need not
accompany the written notice of exercise provided the notice directs that the
Stock certificate or certificates for the



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shares for which the Option is exercised be delivered to a licensed broker
acceptable to the Corporation as the agent for the individual exercising the
Option and, at the time such Stock certificate or certificates are delivered,
the broker tenders to the Corporation cash (or cash equivalents acceptable to
the Corporation) equal to the Option Price. Promptly after the exercise of an
Option and the payment in full of the Option Price of the shares of Stock
covered thereby, the individual exercising the Option shall be entitled to the
issuance of a Stock certificate or Stock certificates evidencing his ownership
of such shares. Unless otherwise stated in the applicable Option Agreement, an
individual holding or exercising an Option shall have none of the rights of a
stockholder (for example, the right to receive cash or stock dividend payments
attributable to the subject shares or to direct the voting of the subject
shares) until the shares of Stock covered thereby are fully paid and issued to
him. Except as provided in Section 16 below, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date of such
issuance.

       (c)    DATE OF GRANT

       The date of grant of an Option under this Plan shall be the date as of
which the Board approves the grant.

11.    TRANSFERABILITY OF OPTIONS

       During the lifetime of an Optionee, only such Optionee (or, in the event
of legal incapacity or incompetency, the guardian or legal representative of the
Optionee) may exercise the Option, except as otherwise specifically permitted by
this Section 11. No Option shall be assignable or transferable other than by
will or in accordance with the laws of descent and distribution; provided,
however, subject to the terms of the applicable Option Agreement, and to the
extent the transfer is in compliance with any applicable restrictions on
transfers, an Optionee may transfer an Option to a family member of the Optionee
(defined as an individual who is related to the Optionee by blood or adoption)
or to a trust established and maintained for the benefit of the Optionee or a
family member of the Optionee (as determined under applicable state law and the
Code).

12.    TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP OF OPTIONEE

       In the Board's sole discretion, the Board may include language in an
Option Agreement providing for the termination of any unexercised Option in
whole or in part upon or at any time after the termination of employment or
other relationship of the Optionee with the Corporation or a Subsidiary (whether
as an employee, a director, a consultant or advisor providing bona fide services
to the Corporation or a Subsidiary, or otherwise). Whether a leave of absence or
leave on military or government service shall constitute a termination of
employment or other relationship of the Optionee with the Corporation or a
Subsidiary for purposes of the Plan shall be determined by the Board, which
determination shall be final and conclusive.



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13.    USE OF PROCEEDS

       The proceeds received by the Corporation from the sale of Stock pursuant
to the exercise of Options granted under the Plan shall constitute general funds
of the Corporation.

14.    REQUIREMENTS OF LAW

       The Corporation shall not be required to sell or issue any shares of
Stock under any Option if the sale or issuance of such shares would constitute a
violation by the Optionee, the individual exercising the Option, or the
Corporation of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. If at any time the Corporation shall determine, in its discretion,
that the listing, registration, or qualification of any shares subject to the
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory or self-regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Corporation,
and any delay caused thereby shall in no way affect the date of termination of
the Option. Specifically in connection with the Securities Act of 1933 (as now
in effect or as hereafter amended), upon the exercise of any Option, unless a
registration statement under such Act is in effect with respect to the shares of
Stock covered thereby, the Corporation shall not be required to sell or issue
such shares unless the Board has received evidence satisfactory to it that the
holder of such Option may acquire such shares pursuant to an exemption from
registration under such Act. Any determination in this connection by the Board
shall be final, binding, and conclusive. The Corporation may, but shall in no
event be obligated to, register any securities covered hereby pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended). The
Corporation shall not be obligated to take any affirmative action in order to
cause the exercisability or vesting of an Option or to cause the exercise of an
Option or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction that expressly
imposes the requirement that an Option shall not be exercisable unless and until
the shares of Stock covered by such Option are registered or are subject to an
available exemption from registration, the exercise of such Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

15.    AMENDMENT AND TERMINATION OF THE PLAN

       The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Options have not been
granted. The Corporation may also retain the right in an Option Agreement to
cause a forfeiture of the shares of Stock or gain realized by a holder of an
Option (a) if the holder violates any agreement covering non-competition with
the Corporation or any Subsidiary or nondisclosure of confidential information
of the Corporation or any Subsidiary, (b) if the



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holder's employment is terminated for cause or (c) if the Board determines that
the holder committed acts or omissions which would have been the basis for a
termination of holder's employment for cause had such acts or omissions been
discovered prior to termination of holder's employment. Furthermore, the
Corporation may, in the Option Agreement, retain the right to annul the grant of
an Option, if the holder of such grant was an employee of the Corporation or a
Subsidiary and the holder's employment is terminated for cause, as defined in
the applicable Option Agreement. Except as permitted under this Section 15 or
Section 16 hereof, no amendment, suspension, or termination of the Plan shall,
without the consent of the holder of the Option, alter or impair rights or
obligations under any Option theretofore granted under the Plan.

16.    EFFECT OF CHANGES IN CAPITALIZATION

       (a)    CHANGES IN STOCK

       If the number of outstanding shares of Stock is increased or decreased or
the shares of Stock are changed into or exchanged for a different number or kind
of shares or other securities of the Corporation on account of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Corporation, occurring after the effective date of the
Plan, the number and kind of shares for the acquisition of which Options may be
granted under the Plan shall be adjusted proportionately and accordingly by the
Corporation. In addition, the number and kind of shares for which Options are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the holder of the Option immediately following such
event shall, to the extent practicable, be the same as immediately before such
event. Any such adjustment in outstanding Options shall not change the aggregate
Option Price payable with respect to shares that are subject to the unexercised
portion of the Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.

       (b)    REORGANIZATION IN WHICH THE CORPORATION IS THE SURVIVING
CORPORATION

       Subject to Subsection (c)(iv) hereof, if the Corporation shall be the
surviving corporation in any reorganization, merger, or consolidation of the
Corporation with one or more other corporations, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option would have been
entitled immediately following such reorganization, merger, or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately prior to
such reorganization, merger, or consolidation.



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       (c)    DISSOLUTION, LIQUIDATION, SALE OF ASSETS, REORGANIZATION IN WHICH
THE CORPORATION IS NOT THE SURVIVING CORPORATION, ETC.

       The Plan and all Options outstanding hereunder shall terminate (i) upon
the dissolution or liquidation of the Corporation, or (ii) upon a merger,
consolidation, or reorganization of the Corporation with one or more other
corporations in which the Corporation is not the surviving corporation, or (iii)
upon a sale of substantially all of the assets of the Corporation to another
person or entity, or (iv) upon a merger, consolidation or reorganization (or
other transaction if so determined by the Board in its sole discretion) in which
the Corporation is the surviving corporation, that is approved by the Board and
that results in any person or entity (other than persons who are holders of
Stock of the Corporation at the time the Plan is approved by the stockholders
and other than an Affiliate) owning 80 percent or more of the combined voting
power of all classes of stock of the Corporation, except to the extent provision
is made in writing in connection with any such transaction covered by clauses
(i) through (iv) for the continuation of the Plan or the assumption of such
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
exercise prices, in which event the Plan and Options theretofore granted shall
continue in the manner and under the terms so provided. In the event of any such
termination of the Plan, each individual holding an Option shall have the right
(subject to the general limitations on exercise set forth in Section 10(a)
above), during such period occurring before such termination as the Board in its
sole discretion shall determine and designate, and in any event immediately
before the occurrence of such termination, to exercise such Option in whole or
in part, to the extent that such Option was otherwise exercisable at the time
such termination occurs, except that, by inclusion of appropriate language in an
Option Agreement, the Board may provide that the Option may be exercised before
termination without regard to any installment limitation or other condition on
exercise imposed pursuant to Section 10(a) above. The Corporation shall send
written notice of a transaction or event that will result in such a termination
to all individuals who hold Options not later than the time at which the
Corporation gives notice thereof to its stockholders.

       (d)    ADJUSTMENTS

       Adjustments under this Section 16 related to stock or securities of the
Corporation shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. No fractional shares of Stock or units
of other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share or unit.

       (e)    NO LIMITATIONS ON CORPORATION

       The grant of an Option pursuant to the Plan shall not affect or limit in
any way the right or power of the Corporation to make adjustments,
reclassifications,



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reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.

17.    DISCLAIMER OF RIGHTS

       No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ or service of or to maintain a
relationship with the Corporation or any Subsidiary, or to interfere in any way
with any contractual or other right or authority of the Corporation or any
Subsidiary either to increase or decrease the compensation or other payments to
any individual at any time, or to terminate any employment or other relationship
between any individual and the Corporation or any Subsidiary. The obligation of
the Corporation to pay any benefits pursuant to this Plan shall be interpreted
as a contractual obligation to pay only those amounts described herein, in the
manner and under the conditions prescribed herein. The Plan shall in no way be
interpreted to require the Corporation to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
participant or beneficiary under the terms of the Plan.

18.    NONEXCLUSIVITY OF THE PLAN

       The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

19.    CAPTIONS

       The use of captions in this Plan or any Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Option Agreement.

20.    WITHHOLDING TAXES

       The Corporation shall have the right to deduct from payments of any kind
otherwise due to an Optionee any federal, state, or local taxes of any kind
required by law to be withheld with respect to any shares issued upon the
exercise of an Option under the Plan or in connection with the purchase of an
Option by the Corporation. At the time of exercise, the Optionee shall pay to
the Corporation any amount that the Corporation may reasonably determine to be
necessary to satisfy such withholding obligation. The Board in its sole
discretion may provide in the Option Agreement that, subject to the prior
approval of the Corporation, which may be withheld by the Corporation in its
sole discretion, the Optionee may elect to satisfy such obligations, in whole or
in part, (i) by causing the Corporation to withhold shares of Stock otherwise
issuable pursuant to the exercise of an Option or (ii) by delivering to the
Corporation shares of Stock already owned by the Optionee. The shares so



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delivered or withheld shall have a fair market value equal to such withholding
obligations. The fair market value of the shares used to satisfy such
withholding obligation shall be determined by the Corporation as of the date
that the amount of tax to be withheld is to be determined. An Optionee who has
made an election pursuant to this Section 20 may only satisfy his or her
withholding obligation with shares of Stock that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

21.    OTHER PROVISIONS

       Each Option granted under the Plan may be subject to, and the Option
Agreement relating to such Option may contain, such other terms and conditions
not inconsistent with the Plan as may be determined by the Board, in its sole
discretion.

22.    NUMBER AND GENDER

       With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.

23.    SEVERABILITY

       If any provision of the Plan or any Option Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

24.    GOVERNING LAW

       The validity and construction of this Plan and the instruments evidencing
the Options granted hereunder shall be governed by the laws of the State of
Delaware (excluding its choice of law rules).

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