BIOMARINE TECHNOLOGIES, INC.


                        1998 STOCK INCENTIVE PLAN


1.    Purpose.  This 1998 Stock Incentive Plan (the "Plan") is intended
to provide incentives: (a) to the officers and other employees of BioMarine
Technologies, Inc., a Delaware corporation (the "Company), and any present or
future subsidiaries of the Company (collectively, Related Corporations) by
providing them with opportunities to purchase stock in the Company pursuant to
options granted hereunder which qualify as incentive stock options under
Section 422A(b) of the Internal Revenue Code of 1986 (the Code) (ISO or
ISOs); (b) to directors, officers, employees and consultants of the Company
and Related Corporations by providing them with opportunities to purchase
stock in the Company pursuant to options granted hereunder which do not
qualify as ISOs (Non-Qualified Option or Non-Qualified Options); (c) to
directors, officers, employees and consultants of the Company and Related
Corporations by providing them with awards of stock in the Company (Awards);
and (d) to directors, officers, employees and consultants of the Company and
Related Corporations by providing them with opportunities to make direct
purchases of stock in the Company (Purchases).  Both ISOs and Non-Qualified
Options are referred to hereafter individually as an "Option" and collectively
as Options.  Options, Awards and authorizations to make Purchases are
referred to hereafter collectively as Stock Rights.  As used herein, the
terms parent and subsidiary mean parent corporation and subsidiary
corporation, respectively, as those terms are defined in Section 425 of the
Code.

2.     Administration of the Plan.

(a)     Board or Committee Administration.  The Plan shall be
administered solely by the Board of Directors of the Company (the Board) or
a Compensation Committee (the Committee) of not less than two members of the
Board of Directors, provided the members of the Board of Directors or such
Committee members have not within one year prior to such Committee service
received, or during such service receive a grant or award of Stock Rights
under this Plan or any other plan of the Company.  Hereinafter, all references
in this Plan to the Committee shall mean the Board if no Committee has been
appointed.  Subject to ratification of the grant or authorization of each
Stock Right by the Board (if so required by applicable state law), and subject
to the terms of the Plan, the Committee shall have the authority to (i)
determine the employees of the Company and Related Corporations (from among
the class of employees eligible under paragraph 3 to receive ISOs) to whom
ISOs may be granted, and to determine (from among the class of individuals and
entities eligible under paragraph 3 to receive Non-Qualified Options and
Awards and to make Purchases) to whom Non-Qualified Options, Awards and
authorizations to make Purchases may be granted; (ii) determine the time or
times at which Options or Awards may be granted or Purchases made; (iii)
determine the option price of shares subject to each Option, which price shall
not be less than the minimum price specified in paragraph 6, and the purchase
price of shares subject to each Purchase; (iv) determine whether each ________
granted shall be an ISO or a Non-Qualified Option:  (v) determine (subject to
paragraph 7) the time or times when each Option shall become exercisable and
the duration of the exercise period; (vi) determine whether restrictions such
as repurchase options are to be imposed on shares subject to Options, Awards
and Purchases and the nature of such restrictions. if any, and (vii) interpret
the Plan and prescribe and rescind rules and regulations relating to it.  If
the Committee determines to issue a Non-Qualified Option, it shall take
whatever actions it deems necessary, under Section 422A of the Code and the
regulations promulgated thereunder, to ensure that such Option is not treated
as an ISO.  The interpretation and construction by the Committee of any
provisions of the Plan or of any Stock Right granted under it shall be final
unless otherwise determined by the Board.  The Committee may from time to time
adopt such rules and regulations for carrying out the Plan as it may deem
best.  No member of the Board or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Stock
Right granted under it.

(b)     Committee Actions.  The Committee may select one of its
members as its chairman, and shall hold meetings at such times and places as
it may determine.  Acts by a majority of the Committee, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be
the valid acts of the Committee.  From time to time the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and
thereafter directly administer the Plan.

(c)     Grant of Stock Rights to Board Members.  Stock Rights may
be granted to members of the Board, but any such grant shall be made and
approved in accordance with paragraph 2(d), if applicable.  All grants of
Stock Rights to members of the Board shall in all other respects be made in
accordance with the provisions of this Plan applicable to other eligible
persons.  Members of the Board who are either (i) eligible for Stock Rights
pursuant to the Plan or (ii) have been granted Stock Rights may vote on any
matters affecting the administration of the Plan or the grant of any Stock
Rights pursuant to the Plan, except that no such member shall act upon the
granting to himself of Stock Rights, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting to him of Stock Rights.

(d)     Compliance with Federal Securities Laws.  Various
restrictions apply to officers and directors and others who may be deemed
insiders.  Holders of Stock Rights should consult with legal and tax advisors
regarding the securities law, tax law and other effects of transactions under
this Plan.  These restrictions relate to holding periods, alternative minimum
tax calculations and other matters and should be clearly understood by the
Stock Rights holder.

(e)     Intent of Plan.  This Plan is intended to be an employee
benefit plan under Rule 16b-3 promulgated under Section 16(b) of the
Securities Exchange Act of 1934, as amended.  This Plan is also intended to be
a compensatory benefit plan under Rule 701 promulgated under the Securities
Act of 1933, as amended.  Transactions under the Plan are intended to comply
with these rules.  To the extent any provisions of the Plan or any action by
the Committee or the Board fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Commission or
Board.
(f)     Shareholder Approval.  Grants of incentive stock options
hereunder shall be subject to shareholder approval of this Plan within 12
months following the date this Plan is approved by the Board.

3.     Eligible Employees and Others.  ISOs may be granted to any
employee of the Company or any Related Corporation.  Those officers and
directors of the Company who are not employees may not be granted ISOs under
the Plan.  Non-Qualified Options, Awards and authorizations to make Purchases
may be granted to any employee, officer or director (whether or not also an
employee) or consultant of the Company or any Related Corporation.  The
Committee may take into consideration a recipient's individual circumstances
in determining whether to grant an ISO, a Non-Qualified Option, an Award or an
authorization to make a Purchase.  Granting of any Stock Right to any
individual or entity shall neither entitle that individual or entity to, nor
disqualify him from, participation in any other grant of Stock Rights.

4.     Stock.  The stock subject to Options, Awards and Purchases shall
be authorized but unissued shares of Common Stock of the Company, par value
$.001 per share (the Common Stock), or shares of Common Stock reacquired by
the Company in any manner.  The aggregate number of shares, which may be
issued pursuant to the Plan are subject to adjustment as provided in paragraph
Any such shares may be issued as ISOs, Non-Qualified Options or Awards,
or to persons or entities making Purchases, so long as the number of shares so
issued does not exceed such number, as adjusted.  If any Option granted under
the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or
in part, or if the Company shall reacquire any unvested shares issued pursuant
to Awards or Purchases, the unpurchased shares subject to such Options and any
unvested shares so reacquired by the Company shall again be available for
grants of Stock Rights under the Plan.

5.     Granting of Stock Rights.  Stock Rights may be granted under the
Plan at any time until ten years after the date of the adoption of the Plan.
The date of grant of a Stock Right under the Plan will be the date specified
by the Committee at the time it grants the Stock Right; provided, however,
that such date shall not be prior to the date on which the Committee acts to
approve the grant.  The Committee shall have the right, with the consent of
the option; to convert an ISO granted under the Plan to a Non-Qualified Option
pursuant to paragraph 16.

6.     Minimum Option Price: ISO Limitations.

(a)     Price for Non-Qualified Options.  The exercise price per
share specified in the agreement relating to each Non-Qualified Option granted
under the Plan shall in no event be less than the lesser of (i) the book value
per share of Common Stock as of the end of the fiscal year of the Company
immediately preceding the date of such grant, or (ii) fifty percent (50%) of
the fair market value per share of Common Stock on the date of such grant.
Subject to the foregoing sentence, the exercise price and nature of
consideration for Non-Qualified Options granted hereunder shall be determined
by the Committee or Board in its sole discretion, taking into account factors
it deems relevant.

(b)     Price for ISOs.  The exercise price per share specified in
the agreement relating to each ISO granted under the Plan shall not be less
than the fair market value per share of Common Stock on the date of such
grant.  In the case of an ISO to be granted to an employee owning stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Related Corporation, the price per
share specified in the agreement relating to such ISO shall not be less than
one hundred ten percent (110%) of the fair market value per share of Common
Stock on the date of grant.

(c)     $100,000 Annual Limitation on ISOs.  Each eligible
employee may be granted ISOs only to the extent that, in the aggregate under
this Plan and all incentive stock option plans of the Company and any Related
Corporation, such ISOs do not become exercisable for the first time by such
employee during any calendar year in a manner which would entitle the employee
to purchase more than $100,000 in fair market value (determined at the time
the ISOs were granted) of Common Stock in that year.  Any options granted to
an employee in excess of such amount will be granted as Non-Qualified Options.

(d)     Awards and Purchases.  Awards and Purchases under this
Plan shall be made at prices equal to the fair market value of the Company's
Common Stock on the date of such Award or Purchase.  Fair Market Value shall
be determined by the Committee or Board in its sole discretion in accordance
with Section 6(e) hereof.  Shares of Common stock may be issued in Award and
Purchase transactions for any lawful consideration determined by the Board or
Committee, in its sole discretion.

(e)     Determination of Fair Market Value.  If, at the time an
Option is granted under the Plan, the Company's Common Stock is publicly
traded, fair market value shall be determined as of the last business day
for which the prices or quotes discussed in this sentence are available prior
to the date such Option is granted and shall mean (i) the average (on that
date) of the high and low prices of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if the Common Stock
is then traded on a national securities exchange; or (ii) the last reported
sale price (on that date) of the Common Stock on the NASDAQ National Market
List, if the Common Stock is not then traded on a national securities
exchange; or (iii) the closing bid price (or average of bid prices) last
quoted (on that date) by an established quotation service for over-the-counter
securities, if the Common Stock is not reported on the NASDAQ National Market
List.  However, if the Common Stock is not publicly traded at the time an
Option is granted under the Plan, "fair market value" shall be deemed to be
the fair value of the Common Stock as determined by the Committee after taking
into consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

7.     Option Duration.  Subject to earlier termination as provided in
paragraphs 9 and 10, each Option shall expire on the date specified by the
Committee, but not more than (i) ten years and one day from the date of grant
in the case of Non-Qualified Options, (ii) ten years from the date of grant in
the case of ISOs generally, and (iii) five years from the date of grant in the
case of ISOs granted to an employee owning stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company or any Related Corporation.  Subject to earlier termination as
provided in paragraphs 9 and 10, the term of each ISO shall be the term set
forth in the original instrument granting such ISO, except with respect to any
part of such ISO that is converted into a Non-Qualified Option pursuant to
paragraph 16.

8.     Exercise of Option.  Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as
follows:

(a)     Vesting.  The Option shall either be fully exercisable on
the date of grant or shall become exercisable thereafter in such installments
as the Committee may specify.

(b)     Full Vesting of Installments.  Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of the
Option, unless otherwise specified by the Committee.

(c)     Partial Exercise.  Each Option or installment may be
exercised at any time or from time to time, in whole or in part, for up to the
total number of shares with respect to which it is then exercisable.

(d)     Acceleration of Vesting.  The Committee shall have the
right to accelerate the date of exercise of any installment of any Option;
provided that the Committee shall not, without the consent of an optionee,
accelerate the exercise date of any installment of any Option granted to any
employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to paragraph 16) if such acceleration would violate the annual
vesting limitation contained in Section 422A(d) of the Code, as described in
paragraph 6(c).

9.     Termination of Employment.  If an ISO optionee ceases to be
employed by the Company and all Related Corporations other than by reason of
death or disability as defined in paragraph 10, no further installments of
such optionee's ISOs shall become exercisable, and such optionee's ISOs shall
terminate after the passage of ninety (90) days from the date of termination
of such optionee's employment, but in no event later than on their specified
expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant
to paragraph 16.  Employment shall be considered as continuing uninterrupted
during any bona fide leave of absence (such as those attributable to illness,
military obligations or governmental service) provided that the period of such
leave does not exceed 90 days or, if longer, any period during which such
optionee's right to reemployment is guaranteed by statute.  A bona fide leave
of absence with the written approval of the Committee shall not be considered
an interruption of employment under the Plan, provided that such written
approval contractually obligates the Company or any Related Corporation to
continue the employment of the optionee after the approved period of absence.
ISOs granted under the Plan shall not be affected by any change of employment
within or among the Company and Related Corporations, so long as the optionee
continues to be an employee of the Company or any Related Corporation.
Nothing in the Plan shall be deemed to give any grantee of any Stock Right the
right to be retained in employment or other service by the Company or any
Related Corporation for any period of time.


     10.     Death; Disability.

(a)     Death.  If an ISO optionee ceases to be employed by the
Company and all Related Corporations by reason of such optionee's death, any
ISO of such optionee may be exercised, to the extent of the number of shares
with respect to which the optionee could have exercised on the date of the
optionee's death, by the optionee's estate, personal representative or
beneficiary who has acquired the ISO by will or by the laws of descent and
distribution, at any time prior to the earlier of the specified expiration
date of the ISO or one year from the date of the optionee's death.

(b)     Disability.  If an ISO optionee ceases to be employed by
the Company and all Related Corporations by reason of disability, such
optionee (or such optionee's custodian) shall have the right to exercise any
ISO held by such optionee on the date of termination of employment, to the
extent of the number of shares with respect to which the optionee could have
exercised on that date, at any time prior to the earlier of the specified
expiration date of the ISO or one year from the date of the termination of the
optionee's employment.  For the purposes of the Plan, the term disability
shall mean "permanent and total disability" as defined in Section 22(e)(3) of
the Code or any successor statute.

11.     Assignability.  No Option or Derivative Security as defined in
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
Exchange Act) shall be assignable or transferable by the optionee except as
permitted under Rule 16b-3 under the Exchange Act or by will or by the laws of
descent and distribution, and during the lifetime of the optionee each Option
shall be exercisable only by the optionee.

12.     Terms and Conditions of Options.  Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including, restrictions applicable to shares of Common Stock
issuable upon exercise of Options.  In granting any Non-Qualified Option, the
Committee may specify that such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to ISOs, or to such other
termination and cancellation provisions as the Committee may determine.  The
Committee may from time to time confer authority and responsibility on one or
more of its own members and/or one or more officers of the Company to execute
and deliver such instruments.  The proper officers of the Company are
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the terms of such instruments.

     13.     Adjustments.  Upon the occurrence of any of the following events,
an optionee's rights with respect to Options granted to the optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company
relating to such Option:

(a)     Stock Dividends and Stock Splits.  If the shares of Common
Stock shall be subdivided or combined into a greater or smaller number of
shares or if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock, the number of shares of Common Stock
deliverable upon the exercise of Options shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision combination or stock
dividend.

(b)     Assumption Of Options by Successors.  In the event of a
dissolution or liquidation of the Company, a merger in which the Company is
not the surviving corporation, or the sale of substantially all of the assets
of the Company, the Committee may in its sole discretion accelerate the
exercisability of any or all outstanding Options so that such Options would be
exercisable in full prior to the consummation of such dissolution,
liquidation, merger or sale of assets at such times and on such conditions as
the Committee shall determine, unless the successor corporation, if any,
assumes the outstanding Options or substitutes substantially equivalent
options.

(c)     Recapitalization or Reorganization.  In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in subsection (b) above) pursuant to which securities of the Company
or of another corporation are issued with respect to the outstanding shares of
Common Stock, an optionee upon exercising an Option shall be entitled to
receive for the purchase price paid upon such exercise the securities the
optionee would have received if the optionee had exercised the Option prior to
such recapitalization or reorganization.

(d)     Modification of ISOs.  Notwithstanding the foregoing, any
adjustments made pursuant to subsections (a), (b) or (c) with respect to ISOs
shall be made only after the Committee, after consulting with counsel for the
Company, determines whether such adjustments would constitute a "modification"
of such ISOs (as that term is defined in Section 425 of the Code) or would
cause any adverse tax consequences for the holders of such ISOs.  If the
Committee determines that such adjustments made with respect to ISOs would
constitute a modification of such ISOs, it may refrain from making such
adjustments.

(e)     Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the
Committee.

(f)     Issuances of Securities.  Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of
price of shares subject to Options.  No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.

(g)     Fractional Shares.  No fractional shares shall be issued
under the Plan and the optionee shall receive from the Company cash in lieu of
such fractional shares.

(h)     Adjustments.  Upon the happening of any of the foregoing
events described in subsections (a), (b) or (c) above, the class and aggregate
number of shares set forth in paragraph 4 hereof that are subject to Stock
Rights which previously have been or subsequently may be granted under the
Plan shall also be appropriately adjusted to reflect the events described in
such subsections.  The Committee or the Successor Board shall determine the
specific adjustments to be made under this paragraph 13 and, subject to
paragraph 2, its determination shall be conclusive.

If any person or entity owning restricted Common Stock obtained by exercise of
a Stock Right made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subsections (a), (b) or
(c) above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which such shares or
securities or cash were issued, unless otherwise determined by the Committee
or the Successor Board.

14.     Means of Exercising Stock Rights.  Stock Right (or any part or
installment thereof) shall be exercised by giving written notice to the
Company at its principal office address.  Such notice shall identify the Stock
Right being exercised and specify the number of shares as to which such Stock
Right is being exercised, accompanied by full payment of the purchase price
therefor either (a) in United States dollars in cash or by check, or (b) at
the discretion of the Committee, through delivery of shares of Common Stock
having a fair market value equal as of the date of the exercise to the cash
exercise price of the Stock Right, or (c) at the discretion of the Committee,
by delivery of the grantee's personal recourse note bearing interest payable
not less than annually at no less than 100% of the lowest applicable Federal
rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of
the Committee, through the use of some of the shares or the rights to purchase
some of the shares for which the Option is being exercised, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d)
above.  If the Committee exercises its discretion to permit payment of the
exercise price of an ISO by means of the methods set forth in clauses (b),
(c), (d), or (e) of the preceding sentence, such discretion shall be exercised
in writing at the time of the grant of the ISO in question.  The holder of a
Stock Right shall not have the rights of a shareholder with respect to the
shares covered by his Stock Right until the date of issuance of a stock
certificate to him for such shares.  Except as expressly provided above in
paragraph 13 with respect to changes in capitalization and stock dividends, no
adjustment shall be made for dividends or similar rights for which the record
date is before the date such stock certificate is issued.

     15.     Term and Amendment of Plan.  This Plan was adopted by the Board
on December 5, 1998, subject (with respect to the validation of ISOs granted
under the Plan) to approval of the Plan by the stockholders of the Company.
The Plan shall expire on August 31, 2005 (except as to Options outstanding on
that date).  Subject to the provisions of paragraph 5 above, Stock Rights may
be granted under the Plan prior to the date of stockholder approval of the
Plan.  The Board may terminate or amend the Plan in any respect at any time,
except that, without the approval of the stockholders obtained within 12
months before or after the Board adopts a resolution authorizing any of the
following actions:  (a) the total number of shares that may be issued under
the Plan may not be increased (except by adjustment pursuant to paragraph 13);
(b) the provisions of paragraph 3 regarding eligibility for grants of ISOs may
not be modified;  (c) the provisions of paragraph 6(b) regarding the exercise
price at which shares may be offered pursuant to ISOs may not be modified
(except by adjustment pursuant to paragraph 13); and (d) the expiration date
of the Plan may not be extended.  Except as otherwise provided in this
paragraph 15, in no event may action of the Board or stockholders alter or
impair the rights of a grantee, without such grantee's consent, under any
Stock Right previously granted to such grantee.  The Committee may amend the
terms of any Stock Right granted if such amendment is agreed to by the
recipient of such Stock Right.

16.     Conversion of ISOs Into Non-Qualified Options; Termination of
ISOs.  The Committee, at the written request of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's
ISOs (or any installments or portions of installments thereof) that have not
been exercised on the date of conversion into Non-Qualified Options at any
time prior to the expiration of such ISOs, regardless of whether the optionee
is an employee of the Company or a Related Corporation at the time of such
conversion.  Such actions may include, but shall not be limited to, extending
the exercise period or reducing the exercise price of the appropriate
installments of such Options.  At the time of such conversion, the Committee
(with the consent of the Optionee) may impose such conditions on the exercise
of the resulting Non-Qualified Options as the Committee in its discretion may
determine, provided that such conditions shall not be inconsistent with this
Plan.  Nothing in this Plan shall be deemed to give any optionee the right to
have such optionee's ISOs converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Committee takes appropriate
action.  The Committee, with the consent of the optionee, may also terminate
any portion of any ISO that has not been exercised at the time of such
termination.

17.     Application of Funds.  The proceeds received by the Company from
the sale of shares pursuant to Options granted and Purchases authorized under
the Plan shall be used for general corporate purposes.

18.     Governmental Regulation.  The Company's obligation to sell and
deliver shares of Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

19.     Withholding of Additional Income Taxes.  Upon the exercise of a
Non-Qualified Option, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a
Disqualifying Disposition (as defined in paragraph 20) or the vesting of
restricted Common Stock acquired on the exercise of a Stock Right hereunder,
the Company, in accordance with Section 3402(a) of the Code, may require the
optionee, Award recipient or purchaser to pay additional withholding taxes in
respect of the amount that is considered compensation includable in such
person's gross income.  The Committee in its discretion may condition (i) the
exercise of an Option, (ii) the grant of an Award, (iii) the making of a
Purchase of Common Stock for less than its fair market value, or (iv) the
vesting of restricted Common Stock acquired by exercising a Stock Right, on
the grantee's payment of such additional withholding taxes.

     20.     Notice to Company of Disqualifying Disposition.  Each employee
who receives an ISO must agree to notify the Company in writing immediately
after the employee makes a Disqualifying Disposition of any Common Stock
acquired pursuant to the exercise of an ISO.  A Disqualifying Disposition is
any disposition (including any sale) of such Common Stock before the later of
(a) two years after the date the employee was granted the ISO, or (b) one year
after the date the employee acquired Common Stock by exercising the ISO.  If
the employee has died before such stock is sold, these holding period
requirements do not apply and no Disqualifying Disposition can occur
thereafter.

21.     Governing Law; Construction.  The validity and construction of
the Plan and the instruments evidencing Stock Rights shall be governed by the
laws of the State of Delaware.  In construing this Plan, the singular shall
include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.

22.     Financial Assistance.  The Company is vested with authority
under this Plan to assist any employee to whom an Option is granted hereunder
(including any director or officer of the Company or any of its Related
Corporations who is also an employee) in the payment of the purchase price
payable on exercise of that Option, by lending the amount of such purchase
price to such employee on such terms and at such rates of interest and upon
such security (or unsecured) as shall have been authorized by or under
authority of the Board or the Committee.