EXHIBIT 4.1


                              IVDESK HOLDINGS, INC.
                        2012 OMNIBUS STOCK INCENTIVE PLAN

1.   Purpose and Effective Date.

     (a)  Purpose.  The IVDesk  Holdings,  Inc. Omnibus Stock Incentive Plan has
          several complementary  purposes: (i) to promote the growth and success
          of the  Company  by  linking  a  significant  portion  of  participant
          compensation  to the increase in value of the Company's  common stock;
          (ii) to attract and retain top quality, experienced executives and key
          employees by offering a competitive  incentive  compensation  program;
          (iii) to reward  innovation and  outstanding  performance as important
          contributing  factors to the Company `s growth and  progress;  (iv) to
          align the  interests  of  executives,  key  employees,  directors  and
          consultants  with those of the Company's  shareholders  by reinforcing
          the relationship  between  participant  rewards and shareholder  gains
          obtained  through the  achievement by plan  participants of short-term
          objectives and long-term goals; and (iv) to encourage executives,  key
          employees,  directors and consultants to obtain and maintain an equity
          interest in the Company.

     (b)  Effective  Date.  This Plan will become  effective,  and Awards may be
          granted  under this Plan on the date that the Plan is  approved by the
          Company's shareholders.

2.   Definitions.  Capitalized  terms  used  in this  Plan  have  the  following
     meanings:

     (a)  "10%  Stockholder"  means an Eligible  Employee who, as of the date an
          ISO is granted to such individual, owns more than ten percent (10%) of
          the total combined voting power of all classes of Stock then issued by
          the Company or a Subsidiary corporation.

     (b)  "Administrator"  means the Board of  Directors or the  Committee  with
          respect to Participants who are Eligible Employees and Consultants.

     (c)  "Affiliate"  and  "Associate"  shall  have  the  respective   meanings
          ascribed  to  such  terms  in  Rule  12b-2  under  the  Exchange  Act.
          Notwithstanding  the  foregoing,  for  purposes of  determining  those
          individuals  to whom an  Option  or Stock  Appreciation  Right  may be
          granted,  the term  "Affiliate"  means any entity  that,  directly  or
          through one or more intermediaries,  is controlled by, controls, or is
          under  common  control  with the  Company  within the  meaning of Code
          Sections  414(b) or (c);  provided that, in applying such  provisions,
          the phrase "at least 20  percent"  shall be used in place of "at least
          80 percent" each place it appears therein.

     (d)  "Award"  means  a  grant  of  Options,   Stock  Appreciation   Rights,
          Performance Shares,  Performance Units,  Restricted Stock,  Restricted
          Stock Units, Deferred Stock Rights,  Dividend Equivalent Units, or any
          other type of award permitted under the Plan.

     (e)  "Board" means the Board of Directors of the Company.

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     (f)  "Cause" means, except as otherwise determined by the Administrator and
          set forth in an Award agreement, such act or omission by a Participant
          as  is  determined  by  the  Administrator  to  constitute  cause  for
          termination,  including but not limited to any of the  following:  (i)
          dishonesty, fraud, material and deliberate injury or attempted injury,
          in each case related to the Company or its business, (ii) any unlawful
          or criminal activity of a serious nature,  (iii) any willful breach of
          duty or habitual  neglect of duty or (iv) any breach of any applicable
          non-competition  or  employment  agreement  with the  Company to which
          Participant is a party or by which Participant is bound.

     (g)  "Change of Control" means a change of control of the Company,  as that
          term is will be deemed to have  occurred,  solely for purposes of this
          Plan,  if  the  conditions  set  forth  in any  one  of the  following
          paragraphs are satisfied (provided the transaction does not constitute
          a going private  transaction  under Rule 13e-3(a)(3) of the Securities
          Exchange Act of 1934, as amended):

          (i)  any Person becomes the Beneficial Owner,  directly or indirectly,
               of  securities of the Company  representing  more than 50% of the
               total fair market value or combined voting power of the Company's
               then outstanding  stock excluding,  at the time of their original
               acquisition,  from the  calculation  of  securities  beneficially
               owned by such Person,  any securities  acquired directly from the
               Company or its  Affiliates  or in  connection  with a transaction
               described  in clause  (a) of  paragraph  (iii)  below;  provided,
               however, that if any such Person already was the Beneficial Owner
               of 30% or more of such stock, any increase in such ownership will
               not be a Change in Control; or

          (ii) individuals  who at the date hereof  constitute the Board and any
               new director  (other than a director whose initial  assumption of
               office is in  connection  with an actual or  threatened  election
               contest,  including  but not  limited to a consent  solicitation,
               relating  to the  election of  directors  of the  Company)  whose
               appointment  or election by the Board or nomination  for election
               by the Company's  shareholders  was approved or  recommended by a
               vote of at least  two-thirds (2/3) of the directors then still in
               office  who  either  were  directors  at the Award  Date or whose
               appointment,  election or nomination  for election was previously
               so approved or recommended,  cease for any reason to constitute a
               majority thereof during any 12-month period; or

          (iii)there is consummated a merger or  consolidation of the Company or
               any Affiliate with any other company,  other than (a) a merger or
               consolidation  that  would  result  in the  voting  stock  of the
               Company  outstanding  immediately  prior  thereto  continuing  to
               represent (either by remaining  outstanding or by being converted
               into voting stock of the surviving entity or any parent thereof),
               in  combination  with  the  ownership  of any  trustee  or  other
               fiduciary  holding  stock under an employee  benefit  plan of the
               Company or any  Affiliate,  at least 50% of the  combined  voting
               power of the voting stock of the Company or such surviving entity
               or parent thereof  outstanding  immediately  after such merger or
               consolidation,  or (b) a  merger  or  consolidation  effected  to
               implement   a   recapitalization   of  the  Company  (or  similar

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               transaction)  in which no Person  is or  becomes  the  Beneficial
               Owner,  directly  or  indirectly,  of  securities  of the Company
               representing  50% or more of the  combined  voting  power  of the
               Company's then outstanding stock; or

          (iv) there is  consummated an agreement for the sale or disposition by
               the Company of all or  substantially  all the  Company's  assets,
               other  than a  sale  or  disposition  by  the  Company  of all or
               substantially  all of the Company's  assets to (a) an entity,  at
               least 50% of the total fair market value or combined voting power
               of the voting  securities  of which are  directly  or  indirectly
               owned by  shareholders of the Company in  substantially  the same
               proportions  as their  ownership  of the Company  stock or voting
               stock  immediately  before  such  sale;  (b) a Person  who is the
               Beneficial  Owner,  directly or indirectly,  of securities of the
               Company representing more than 50% of the total fair market value
               or combined voting power of the Company's then outstanding stock;
               or (c) any other  Person or entity  that is  treated as a related
               person  under the Code  Section  409A  regulations  concerning  a
               change in ownership of a corporation's assets.

               Notwithstanding  the foregoing,  with respect to an Award that is
               considered  deferred  compensation  subject to Code Section 409A,
               the  definition  of "Change  of  Control"  shall be  amended  and
               interpreted in a manner that allows the definition to satisfy the
               requirements  of a change of  control  under  Code  Section  409A
               solely for purposes of determining  the timing of payment of such
               Award.

     (f)  "Code"  means the  Internal  Revenue  Code of 1986,  as  amended.  Any
          reference to a specific  provision of the Code  includes any successor
          provision and the regulations promulgated under such provision.

     (g)  "Committee"  means  the  Compensation  Committee  of the  Board  (or a
          successor committee with the same or similar authority).

     (h)  "Company" means IVDesk Holdings, Inc., a Delaware corporation,  or any
          successor thereto.

     (i)  "Consultant"  means a  person  or  entity  rendering  services  to the
          Company or an  Affiliate  other than as an employee of any such entity
          or a Director.

     (j)  "Deferred  Stock Right" means the right to receive Stock or Restricted
          Stock at some future time.

     (k)  "Director"  means a member of the Board, and  "Non-Employee  Director"
          means a Director  who is not also an  employee  of the  Company or its
          Subsidiaries.

     (l)  "Disability"   means,   except   as   otherwise   determined   by  the
          Administrator and set forth in an Award agreement: (i) with respect to
          an ISO,  the meaning  given in Code Section  422(e)(3),  and (ii) with
          respect to all other  Awards,  a physical or mental  incapacity  which

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          qualifies  an  individual  to  collect  a  benefit  under a long  term
          disability plan  maintained by the Company,  or such similar mental or
          physical  condition  which the  Administrator  may  determine  to be a
          disability,  regardless  of  whether  either  the  individual  or  the
          condition  is  covered  by any such long  term  disability  plan.  The
          Administrator  shall  make the  determination  of  Disability  and may
          request such evidence of disability as it reasonably determines.

     (m)  "Dividend  Equivalent  Unit" means the right to receive a payment,  in
          cash or Shares,  equal to the cash  dividends  or other  distributions
          paid with respect to a Share.

     (n)  "Eligible   Employee"  means  a  key  managerial,   administrative  or
          professional  employee  of the  Company  or an  Affiliate  who is in a
          position to make a material  contribution to the continued  profitable
          growth and long term success of the Company or an Affiliate.

     (o)  "Exchange Act" means the Securities  Exchange Act of 1934, as amended.
          Any reference to a specific provision of the Exchange Act includes any
          successor  provision and the regulations and rules  promulgated  under
          such provision.

     (p)  "Fair Market  Value" means,  per Share on a particular  date the price
          determined by the  Administrator  consistent with the  requirements of
          Code Section 422.

     (q)  "Incentive  Stock  Option"  or "ISO"  mean an  Option  that  meets the
          requirements of Code Section 422.

     (r)  "Option"  means the right to purchase  Shares at a stated  price for a
          specified period of time.

     (s)  "Participant"  means an individual  selected by the  Administrator  to
          receive an Award.

     (t)  "Performance  Awards" means a Performance  Share and Performance Unit,
          and any Award of Restricted Stock, Restricted Stock Units, or Deferred
          Stock  Rights the  payment or  vesting of which is  contingent  on the
          attainment of one or more Performance Goals.

     (u)  "Performance Goals" means any goals the Administrator establishes that
          relate to one or more of the following  with respect to the Company or
          any one or more of its  Subsidiaries,  Affiliates  or  other  business
          units.  As to each  Performance  Goal,  the  relevant  measurement  of
          performance  shall be computed in accordance  with generally  accepted
          accounting principles, if applicable; provided that, the Administrator
          may, at the time of establishing the Performance Goal(s),  exclude the
          effects of (i) extraordinary,  unusual and/or  non-recurring  items of
          gain or loss,  (ii) gains or losses on the  disposition of a business,
          (iii)  changes  in tax  regulations  or laws,  or (iv) the effect of a
          merger or acquisition.  Where applicable, the Performance Goals may be
          expressed, without limitation, in terms of attaining a specified level
          of the  particular  criterion  or the  attainment  of an  increase  or
          decrease  (expressed  as  absolute  numbers  or a  percentage)  in the

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          particular  criterion  or  achievement  in relation to a peer group or
          other index.  The  Performance  Goals may include a threshold level of
          performance  below which no payment  will be made (or no vesting  will
          occur), levels of performance at which specified payments will be paid
          (or specified vesting will occur),  and a maximum level of performance
          above  which no  additional  payment  will be made  (or at which  full
          vesting will occur).

     (v)  "Performance  Shares"  means the right to  receive  Shares  (including
          Restricted Stock) to the extent Performance Goals are achieved.

     (w)  "Performance  Unit"  means  the right to  receive a payment  valued in
          relation to a unit that has a designated  dollar value or the value of
          which is equal to the Fair Market Value of one or more Shares,  to the
          extent Performance Goals are achieved.

     (x)  "Person" has the meaning given in Section 3(a)(9) of the Exchange Act,
          as modified and used in Sections 13(d) and 14(d) thereof.

     (y)  "Plan" means this IVDesk  Holdings,  Inc. 2012 Omnibus Stock Incentive
          Plan, as may be amended from time to time.

     (z)  "Restriction  Period" means the length of time established relative to
          an Award during which the Participant cannot sell,  assign,  transfer,
          pledge or otherwise  encumber the Stock or Stock Units subject to such
          Award and at the end of which the Participant  obtains an unrestricted
          right to such Stock or Stock Units.

     (aa) "Restricted  Stock"  means  a  Share  that  is  subject  to a risk  of
          forfeiture or restrictions  on transfer,  or both a risk of forfeiture
          and restrictions on transfer.

     (bb) "Restricted  Stock Unit" means the right to receive a payment equal to
          the Fair Market Value of one Share.

     (cc) "Retirement"   means,   except   as   otherwise   determined   by  the
          Administrator and set forth in an Award agreement, (i) with respect to
          Participants who are Eligible Employees or Consultants, termination of
          employment or service from the Company and its  Affiliates  (for other
          than  Cause)  on or  after  attainment  of  age  fifty-five  (55)  and
          completion  of ten (10)  years of  service  with the  Company  and its
          Affiliates,  including any service for Focused  Solutions  Consulting,
          Inc. and (ii) with respect to Director  Participants,  the  Director's
          removal  (for  other  than  Cause),  or  resignation  or failure to be
          re-elected (for other than Cause) on or after  "retirement" as defined
          in the Company's retirement policy for Non-Employee Directors.

     (dd) "Section 16  Participants"  means  Participants who are subject to the
          provisions of Section 16 of the Exchange Act.

     (ee) "Share" means a share of Stock.

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     (ff) "Stock"  means the Common Stock of the  Company,  par value of $0.0001
          per share.

     (gg) "Stock  Appreciation  Right" or "SAR"  means  the  right to  receive a
          payment equal to the  appreciation of the Fair Market Value of a Share
          during a specified period of time.

     (hh) "Subsidiary"  means  any  corporation  or  limited  liability  company
          (except that is treated as a partnership for U.S. income tax purposes)
          in an unbroken chain of entities beginning with the Company if each of
          the  entities  (other than the last entity in the chain) owns stock or
          equity interests possessing more than fifty percent (50%) of the total
          combined  voting power of all classes of stock or equity  interests in
          one of the other entities in the chain.

3.   Administration.

     (a)  Administration.  In addition to the authority  specifically granted to
          the   Administrator   in  this  Plan,  the   Administrator   has  full
          discretionary  authority to  administer  this Plan,  including but not
          limited to the  authority  to: (i)  interpret  the  provisions of this
          Plan; (ii) prescribe, amend and rescind rules and regulations relating
          to this Plan;  (iii)  correct  any  defect,  supply any  omission,  or
          reconcile  any  inconsistency  in any Award or  agreement  covering an
          Award in the manner and to the extent it deems desirable to carry this
          Plan into effect; and (iv) make all other determinations  necessary or
          advisable  for the  administration  of this  Plan.  All  Administrator
          determinations   shall  be  made  in  the  sole   discretion   of  the
          Administrator and are final and binding on all interested parties.

          Notwithstanding  any  provision  of  the  Plan  to the  contrary,  the
          Administrator  shall  have the  discretion  to grant an Award with any
          vesting condition, any Restriction Period or any performance period if
          the Award is  granted to a newly  hired or  promoted  Participant,  or
          accelerate the vesting, Restriction Period or performance period of an
          Award,  in  connection  with  a   Participant's   death,   disability,
          Retirement or termination by the Company without Cause.  Any action by
          the  Administrator  to  accelerate  or  otherwise  amend an Award  for
          reasons other than Retirement,  death,  Disability or a termination by
          the Company  without Cause, or in connection with a Change of Control,
          shall include application of a commercially reasonable discount to the
          compensation otherwise payable to reflect the value of the accelerated
          payment.

          Notwithstanding  the above  statement  or any other  provision  of the
          Plan, once established,  the Administrator shall have no discretion to
          increase  the amount of  compensation  payable  under an Award that is
          intended  to be  performance-based  compensation  under  Code  Section
          162(m),   although  the  Administrator  may  decrease  the  amount  of
          compensation a Participant may earn under such an Award.

     (b)  Delegation to Other Committees or Officers.  To the extent  applicable
          law permits,  the Board may delegate to another committee of the Board
          or to one or  more  officers  of the  Company,  or the  Committee  may
          delegate to one or more  officers of the Company,  any or all of their

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          respective  authority and  responsibility  as an  Administrator of the
          Plan. If the Board or the  Committee has made such a delegation,  then
          all  references to the  Administrator  in this Plan include such other
          committee or one or more officers to the extent of such delegation.

     (c)  Indemnification.  The Company will  indemnify  and hold  harmless each
          member of the Board and the  Committee,  and each officer or member of
          any other  committee to whom a delegation  under Section 3(b) has been
          made,  as to any acts or  omissions  with  respect to this Plan or any
          Award to the  maximum  extent that the law and the  Company's  by-laws
          permit.

4.   Eligibility.  The  Administrator  may  designate  any of the following as a
     Participant  from  time  to  time,  to the  extent  of the  Administrator's
     authority: any Eligible Employee, any Consultant or any Director, including
     a  Non-Employee  Director.  The  Administrator's  granting of an Award to a
     Participant  will not require the  Administrator  to grant an Award to such
     individual at any future time. The Administrator's granting of a particular
     type of Award to a Participant will not require the  Administrator to grant
     any other type of Award to such individual.

5.   Types of Awards.  Subject to the terms of this Plan, the  Administrator may
     grant any type of Award to any  Participant it selects,  but only employees
     of the  Company or a  Subsidiary  may  receive  grants of  incentive  stock
     options.  Awards may be granted alone or in addition to, in tandem with, or
     in  substitution  for any other  Award (or any other  award  granted  under
     another plan of the Company or any Affiliate).

6.   Shares Reserved under this Plan.

     (a)  Plan  Reserve.  Subject to  adjustment  as  provided in Section 16, an
          aggregate  of 2,500,000  Shares are  reserved for issuance  under this
          Plan.  The Shares  reserved for issuance may be either  authorized and
          unissued Shares or shares  reacquired at any time and now or hereafter
          held as treasury stock.

     (b)  Replenishment  of Shares  Under this  Plan.  The  aggregate  number of
          Shares  reserved under Section 6(a) shall be depleted by the number of
          Shares with respect to which an Award is granted.  A full-value  award
          includes Restricted Stock, Restricted Stock Units, Performance Shares,
          Performance  Units  (valued in  relation to a Share),  Deferred  Stock
          Rights and any other  similar Award under which the value of the Award
          is measured as the full value of a Share,  rather than the increase in
          the  value  of  a  Share.  If,  however,  an  Award  lapses,  expires,
          terminates  or is  cancelled  without  the  issuance  of Shares or the
          payment  of other  compensation  under the  Award,  or if  Shares  are
          forfeited  under an Award, or if Shares are issued under any Award and
          the Company  subsequently  reacquires them pursuant to rights reserved
          upon the issuance of the Shares,  then such Shares shall be recredited
          to the  Plan's  reserve  (in the  same  number  as they  depleted  the
          reserve)  and may  again  be used  for new  Awards  under  this  Plan.
          Notwithstanding the foregoing,  in no event shall the following Shares
          be recredited to the Plan's reserve: Shares tendered in payment of the
          exercise price of an Option; Shares withheld to satisfy federal, state
          or local tax  withholding  obligations;  and Shares  purchased  by the
          Company using proceeds from Option exercises.

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7.   Options.  Subject  to the  terms  of  this  Plan,  the  Administrator  will
     determine  all terms  and  conditions  of each  Option,  including  but not
     limited to:

     (a)  Whether  the Option is an  "incentive  stock  option"  which meets the
          requirements  of Code Section 422, or a  "nonqualified  stock  option"
          which does not meet the requirements of Code Section 422;

     (b)  The number of Shares subject to the Option;

     (c)  The  date  of  grant,  which  may  not be  prior  to the  date  of the
          Administrator's approval of the grant;

     (d)  The exercise  price,  which may not be less than the Fair Market Value
          of the  Shares  subject  to the  Option as  determined  on the date of
          grant;  provided  that an  incentive  stock  option  granted  to a 10%
          Stockholder  must have an exercise price at least equal to 110% of the
          Fair Market Value of the Shares subject to the Option as determined on
          the date of grant;

     (e)  The terms and conditions of exercise;  provided  that,  subject to the
          provisions  of  Sections  12 and  16,  provided  further  that  if the
          aggregate  Fair Market  Value of the Shares  subject to the Option (as
          determined   on  the  date  of  grant  of  such  Option)  that  become
          exercisable  during a calendar year exceed $100,000,  then such Option
          shall be treated as a  nonqualified  stock  option to the extent  such
          $100,000 limitation is exceeded.

     (f)  The term;  provided that each Option must  terminate no later than ten
          (10) years  after the date of grant and each  incentive  stock  option
          granted to a 10%  Stockholder  must  terminate  no later than five (5)
          years after the date of grant.

          In all other respects,  the terms of any incentive stock option should
          comply with the  provisions  of Code  section 422 except to the extent
          the Administrator  determines otherwise. If an Option that is intended
          to be an  incentive  stock  option  fails  to  meet  the  requirements
          thereof,  the Option shall  automatically be treated as a nonqualified
          stock option to the extent of such failure.

          Subject to the terms and  conditions of the Award,  vested Options may
          be exercised, in whole or in part, by giving notice of exercise to the
          Company in such manner as the Company may prescribe.  This notice must
          be  accompanied by payment in full of the exercise price in cash or by
          use of such other instrument as the Administrator may agree to accept.

          Payment of the exercise price,  applicable  withholding taxes due upon
          exercise  of the  Option,  or both  may be made in the  form of  Stock
          already owned by the Participant,  which Stock shall be valued at Fair
          Market Value on the date the Option is exercised.  A  Participant  who
          elects to make payment in Stock may not transfer  fractional shares or
          shares of Stock with an  aggregate  Fair Market Value in excess of the
          Option exercise price plus applicable withholding taxes. A Participant
          need not present Stock  certificates  when making payment in Stock, so
          long as other satisfactory proof of ownership of the Stock tendered is

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          provided  (e.g.,  attestation  of ownership of a sufficient  number of
          shares of Stock to pay the exercise price).  The  Administrator  shall
          have the  discretion to authorize or accept  payment by other forms or
          methods or to establish a cashless exercise  program,  all within such
          limitations as may be imposed by the Plan or any applicable law.

8.   Stock  Appreciation  Rights.  Subject  to  the  terms  of  this  Plan,  the
     Administrator  will  determine  all  terms  and  conditions  of  each  SAR,
     including but not limited to:

     (a)  Whether the SAR is granted independently of an Option or relates to an
          Option;

     (b)  The number of Shares to which the SAR relates;

     (c)  The  date  of  grant,  which  may  not be  prior  to the  date  of the
          Administrator's approval of the grant;

     (d)  The grant price,  provided that the grant price shall not be less than
          the Fair Market Value of the Shares  subject to the SAR as  determined
          on the date of grant;

     (e)  The terms and conditions of exercise or maturity;

     (f)  The term, provided that each SAR must terminate no later than ten (10)
          years after the date of grant; and

     (g)  Whether  the SAR will be  settled  in cash,  Shares  or a  combination
          thereof.

          If an SAR is granted in relation to an Option,  then unless  otherwise
          determined by the Administrator, the SAR shall be exercisable or shall
          mature at the same time or times,  on the same  conditions  and to the
          extent and in the  proportion,  that the related Option is exercisable
          and may be exercised  or mature for all or part of the Shares  subject
          to the related Option.  Upon exercise of any number of SAR, the number
          of Shares subject to the related  Option shall be reduced  accordingly
          and such Option may not be  exercised  with  respect to that number of
          Shares.  The  exercise of any number of Options  that relate to an SAR
          shall  likewise  result in an  equivalent  reduction  in the number of
          Shares covered by the related SAR.

9.   Performance  and  Stock  Awards.  Subject  to the terms of this  Plan,  the
     Administrator  will  determine  all terms and  conditions  of each award of
     Restricted   Stock,   Restricted   Stock  Units,   Deferred  Stock  Rights,
     Performance Shares or Performance Units, including but not limited to:

     (a)  The number of Shares and/or units to which such Award relates;

     (b)  Whether,  as a  condition  for the  Participant  to  realize  all or a
          portion  of  the  benefit  provided  under  the  Award,  one  or  more
          Performance   Goals  must  be  achieved  during  such  period  as  the
          Administrator specifies;

     (c)  The  period  of  restriction  with  respect  to  Restricted  Stock  or
          Restricted  Stock Units and the period of deferral for Deferred  Stock
          Rights;

                                      -9-
<PAGE>

     (d)  The performance period for Performance  Awards (which,  subject to the
          provisions of Sections 12 and 16, must be at least one year);

     (e)  With  respect to  Performance  Units,  whether to measure the value of
          each unit in relation to a designated  dollar value or the Fair Market
          Value of one or more Shares; and

     (f)  With respect to Restricted Stock Units and Performance Units,  whether
          to settle such Awards in cash, in Shares, or a combination thereof.

          During  the  time  Restricted  Stock  is  subject  to  the  Period  of
          Restriction,  the  Participant  shall  have  all  of the  rights  of a
          shareholder  with  respect  to  the  Restricted   Stock,   except  the
          Participant  shall not have the right to vote such Stock  and,  unless
          the Administrator shall otherwise provide, shall not have the right to
          receive dividends paid with respect to such Stock.

          Except  as  otherwise  provided  in the  Plan,  at  such  time  as all
          restrictions  applicable  to an Award of  Restricted  Stock,  Deferred
          Stock  Rights or  Restricted  Stock Units are met and the  Restriction
          Period  expires,  ownership of the Stock subject to such  restrictions
          shall  be  transferred  to the  Participant  free of all  restrictions
          except those that may be imposed by applicable  law;  provided that if
          Restricted Stock Units are paid in cash, said payment shall be made to
          the  Participant  after  all  applicable  restrictions  lapse  and the
          Restriction Period expires.

10.  Dividend  Equivalent  Units.  Subject  to  the  terms  of  this  Plan,  the
     Administrator  will  determine  all terms and  conditions  of each award of
     Dividend Equivalent Units,  including but not limited to whether:  (a) such
     Award will be granted in tandem  with  another  Award;  (b)  payment of the
     Award be made currently or credited to an account for the Participant which
     provides for the deferral of such amounts until a stated time;  and (c) the
     Award will be settled in cash or Shares;  provided that Dividend Equivalent
     Units  may be  granted  only in  connection  with a "full  value"  Award as
     defined in Section 6(c).

11.  Other  Stock-Based  Awards.   Subject  to  the  terms  of  this  Plan,  the
     Administrator may grant to Participants other types of Awards,  which shall
     be  denominated  or payable in, valued in whole or in part by reference to,
     or  otherwise  based  on,  Shares,  either  alone or in  addition  to or in
     conjunction  with  other  Awards,  and  payable  in Stock or cash.  Without
     limitation,  such Award may include the issuance of shares of  unrestricted
     Stock,  which may be awarded in payment of director  fees,  in lieu of cash
     compensation,  in exchange for  cancellation of a compensation  right, as a
     bonus, or upon the attainment of Performance Goals or otherwise,  or rights
     to acquire Stock from the Company.  The  Administrator  shall determine all
     terms and  conditions of the Award,  including but not limited to, the time
     or times at which such Awards shall be made, and the number of Shares to be
     granted  pursuant  to such  Awards or to which  such  Award  shall  relate;
     provided that any Award that  provides for purchase  rights shall be priced
     at 100% of Fair Market Value on the date of the Award.

12.  Effect of  Termination  on  Awards.  Except as  otherwise  provided  by the
     Administrator  in an Award  Agreement  or,  subject  to  Section  3(a),  as
     determined  by  the   Administrator   at  the  time  of  termination  of  a
     Participant's service:

                                      -10-
<PAGE>

     (a)  Termination of Employment or Service. If a Participant's  service with
          the Company and its Affiliates as an employee or Director ends for any
          reason other than (i) a termination for Cause, (ii) Retirement,  (iii)
          death or (iv) Disability, then:

          (i)  Any  outstanding   Options  or  SARs,  to  the  extent  otherwise
               exercisable on the date such Participant's service ends, shall be
               exercisable   no  later  than  ninety  (90)  days  following  the
               Participant's  termination  date or, if earlier,  the  expiration
               date of the Option or SAR. At the  conclusion of such ninety (90)
               day period,  all such Options and SARs then unexercised  shall be
               forfeited.

          (ii) All other Awards made to the Participant,  to the extent not then
               earned or paid to the Participant,  shall terminate no later than
               the  Participant's  last  day  of  employment,  or  service  as a
               Director.

     (b)  Retirement  of Corporate  Officer or Director.  Upon  Retirement  of a
          Participant  who is  then a  Board-appointed  corporate  officer  or a
          Director:

          (i)  Any  outstanding  Options or SARs shall remain  outstanding  (and
               shall continue to vest in accordance  with the terms of the Award
               as if the  Participant  had  continued in  employment or service)
               until the  earlier  of the  expiration  date of the Award and the
               fifth   anniversary  of  such   Participant's   Retirement  date;
               provided,  however,  that  such  extension  shall  result  in the
               conversion of an incentive  stock option to a nonqualified  stock
               option to the extent required under the Code.

          (ii) All Restricted  Stock,  Restricted Stock Units and Deferred Stock
               Rights  (that  are not  Performance  Awards)  outstanding  on the
               Participant's  Retirement date shall be immediately  vested,  and
               any other terms and conditions applicable to such Awards shall be
               deemed to have lapsed or otherwise  been  satisfied.  Payment for
               all  such  Awards  shall  be made to the  Participant  in  either
               unrestricted  shares of Stock or cash,  depending  on the payment
               terms applicable to such Award.

          (iii)All   Performance   Awards   outstanding  on  the   Participant's
               Retirement  date shall be paid in either  unrestricted  shares of
               Stock or  cash,  as the  case  may be,  following  the end of the
               performance  period and based on achievement  of the  Performance
               Goals  established for such Awards, as if the Participant had not
               retired.

     (c)  Retirement of Other Participants. Upon Retirement of a Participant not
          covered by Section 12(b):

          (i)  Any Options and SARs exercisable on such Participant's Retirement
               date  shall  be  exercisable  no  later  than  ninety  (90)  days
               following such date or, if earlier,  the  expiration  date of the
               Option or SAR. At the end of such  ninety  (90) day  period,  all
               Options and SARs then unexercised shall be forfeited.

                                      -11-
<PAGE>

          (ii) All Restricted  Stock,  Restricted Stock Units and Deferred Stock
               Rights (that are not Performance Awards) shall vest on a prorated
               basis,  based  on the  portion  of the  restriction  or  deferral
               period, as applicable, which the Participant has completed at the
               time of Retirement and any other terms and conditions  applicable
               to such Awards shall be deemed to have lapsed or  otherwise  been
               satisfied.

          (iii)All   Performance   Awards   outstanding  on  the   Participant's
               Retirement  date shall be paid in either  unrestricted  shares of
               Stock or  cash,  as the  case  may be,  following  the end of the
               performance  period and based on achievement  of the  Performance
               Goals  established for such Awards, as if the Participant had not
               retired,  but  prorated  based on the portion of the  performance
               period  which  the  Participant  has  completed  at the  time  of
               Retirement.

     (d)  Death of Participant. If a Participant dies during employment with the
          Company and its Affiliates or while a Director:

          (i)  All  outstanding  Options  and SARS shall be  exercisable  by the
               Participant's  estate or the person who has acquired the right to
               exercise such Awards by bequest or inheritance. The Participant's
               estate, or any person who succeeds to the Participant's  benefits
               under the Plan, shall have up to twelve (12) months following the
               date of the  Participant's  death,  or if earlier the  expiration
               date of the Option or SAR, to exercise any outstanding Options or
               SARs to the same extent the Participant  would have been entitled
               to exercise said Options or SARs on the date of death. At the end
               of said  twelve  (12) month  period,  all  Options  and SARs then
               unexercised shall be forfeited.

          (ii) All restrictions on all outstanding Awards of Restricted Stock or
               Restricted  Units  (that  are not  Performance  Awards)  shall be
               deemed to have lapsed on a prorated basis based on the portion of
               the Restriction Period which the Participant has completed on the
               date of death.

          (iii)All  outstanding  Deferred Stock Rights (that are not Performance
               Awards) shall be vested on a prorated  basis based on the portion
               of the deferral period which the Participant has completed on the
               date of death.

          (iv) All   Performance   Awards   outstanding   on  the  date  of  the
               Participant's  death shall be paid in either  unrestricted shares
               of Stock or cash,  as the case may be,  following  the end of the
               performance  period and based on achievement  of the  Performance
               Goals  established for such Awards, as if the Participant had not
               died, but prorated based on the portion of the performance period
               which the Participant has completed at the time of death.

     (e)  Disability of  Participant.  If a  Participant's  employment  with the
          Company  and its  Affiliates  or service  as a Director  ends due to a
          Disability, then:

                                      -12-
<PAGE>

          (i)  The  Participant  shall  have up to  twelve  (12)  months,  or if
               earlier the expiration date of the Option or SAR, to exercise any
               outstanding  Options or SARs to the same  extent the  Participant
               would have been  entitled to exercise  said Options or SARs as of
               the date the Disability determination is effective. At the end of
               said  twelve   (12)  month   period  all  Options  or  SARs  then
               unexercised shall be forfeited.

          (ii) All restrictions applicable to an outstanding Award of Restricted
               Stock or Restricted Units (that are not Performance Awards) shall
               be  deemed  to have  lapsed  on a  prorated  basis,  based on the
               portion of the Restriction Period the Participant completed as of
               the date of Disability.

          (iii)All  outstanding  Deferred Stock Rights (that are not Performance
               Awards) shall be vested on a prorated  basis based on the portion
               of the  deferral  period which the  Participant  completed on the
               date of Disability.

          (iv) All   Performance   Awards   outstanding   on  the  date  of  the
               Participant's  Disability  shall be paid in  either  unrestricted
               shares of Stock or cash,  as the case may be, based on the degree
               to which the Participant had attained the applicable  Performance
               Goals as of the date of such Participant's Disability.

     (f)  Termination for Cause. If a Participant's  employment with the Company
          and its  Affiliates or service as a Director is terminated  for Cause,
          all Awards and grants of every type, whether or not then vested, shall
          terminate no later than the Participant's last day of employment.  The
          Administrator  shall have discretion to determine whether this Section
          12(f) shall apply,  whether the event or conduct at issue  constitutes
          Cause for  termination  and the date on which Awards to a  Participant
          shall terminate.

     (g)  Consultants and Other Stock-Based Awards. The Administrator shall have
          the discretion to determine,  at the time an Award is made, the effect
          of the  termination  of service of a Consultant on Awards held by such
          individual,  and  the  effect  on  Other  Stock-Based  Awards  of  the
          Participant's  termination  of  employment or service with the Company
          and its Affiliates.

13.  Transferability.

     (a)  Restrictions on Transfer.  Awards are not  transferable  other than by
          will or the laws of descent and distribution, unless and to the extent
          the  Administrator  allows a  Participant  to  designate  in writing a
          beneficiary  to exercise the Award or receive  payment  under an Award
          after the  Participant's  death or  transfer  an Award as  provided in
          subsection (b).

     (b)  Permitted  Transfers.  If allowed by the Administrator,  a Participant
          may  transfer  the  ownership  of some or all of the  vested or earned
          Awards granted to such Participant, other than incentive stock options
          to (i) the spouse,  children or grandchildren of such Participant (the
          "Family Members"), (ii) a trust or trust established for the exclusive

                                      -13-
<PAGE>

          benefit of such Family  Members,  or (iii) a partnership in which such
          Family  Members  are the only  partners.  Any such  transfer  shall be
          without   consideration   and  shall  be  irrevocable.   No  Award  so
          transferred  may  be  subsequently  transferred,  except  by  will  or
          applicable laws of descent and  distribution.  The  Administrator  may
          create  additional  conditions  and  requirements  applicable  to  the
          transfer  of Awards.  Following  the  allowable  transfer  of a vested
          Option, such Option shall continue to be subject to the same terms and
          conditions as were applicable to the Option  immediately  prior to the
          transfer.  For purposes of settlement of the Award,  delivery of Stock
          upon   exercise  of  an  Option  and  the  Plan's  Change  of  Control
          provisions, however, any reference to a Participant shall be deemed to
          refer to the transferee.

14.  Termination and Amendment of Plan; Amendment,  Modification or Cancellation
     of Awards.

     (a)  Term of Plan.  Unless the Board earlier  terminates this Plan pursuant
          to Section 14(b),  this Plan will terminate on the earlier of the date
          all Shares  reserved  for  issuance  have been issued or November  30,
          2018.

     (b)  Termination  and  Amendment.  The Board or the  Committee  may  amend,
          alter,  suspend,  discontinue  or  terminate  this  Plan at any  time,
          subject to the following limitations:

          (i)  the Board must  approve any  amendment of this Plan to the extent
               the Company  determines  such approval is required by: (A) action
               of the Board,  (B)  applicable  corporate  law,  or (C) any other
               applicable law;

          (ii) shareholders  must  approve  any  amendment  of this  Plan to the
               extent the Company  determines  such approval is required by: (A)
               Section 16 of the  Exchange  Act,  (B) the Code,  (C) the listing
               requirements  of any principal  securities  exchange or market on
               which the Shares  are then  traded,  or (D) any other  applicable
               law; and

          (iii)shareholders  must approve any of the following Plan  amendments:
               (A) an  amendment  to  materially  increase  any number of Shares
               specified  in  Section  6(a),  6(b) or the  limits  set  forth in
               Section  6(d)  (except  as  permitted  by  Section  16),  (B)  an
               amendment  to expand  the group of  individuals  that may  become
               Participants,  or  (C)  an  amendment  that  would  diminish  the
               protections  afforded by Section  14(e) or that would  materially
               change the minimum  vesting and  performance  requirements  of an
               Award as required in the Plan.

     (c)  Amendment,  Modification or Cancellation of Awards. Except as provided
          in Section  14(e) and subject to the  requirements  of this Plan,  the
          Administrator  may  modify,  amend or cancel any  Award;  or waive any
          restrictions or conditions  applicable to any Award or the exercise of
          the Award, provided that any modification or amendment that materially
          diminishes the rights of the  Participant,  or the cancellation of the
          Award,  shall be effective only if agreed to by the Participant or any

                                      -14-
<PAGE>

          other  person(s)  as may then have an interest  in the Award,  but the
          Administrator  need not obtain Participant (or other interested party)
          consent for the adjustment or cancellation of an Award pursuant to the
          provisions of Section 16 or the modification of an Award to the extent
          deemed  necessary  to comply  with any  applicable  law,  the  listing
          requirements of any principal  securities  exchange or market on which
          the Shares are then traded, or to preserve favorable accounting or tax
          treatment of any Award for the Company. Notwithstanding the foregoing,
          unless determined  otherwise by the Administrator,  any such amendment
          shall be made in a manner  that will  enable an Award  intended  to be
          exempt  from Code  Section  409A to  continue  to be so exempt,  or to
          enable an Award  intended to comply with Code Section 409A to continue
          to so comply.

     (d)  Survival of Authority and Awards.  Notwithstanding the foregoing,  the
          authority of the Board and the Administrator under this Section 14 and
          to otherwise  administer  the Plan will extend beyond the date of this
          Plan's  termination.  In addition,  termination  of this Plan will not
          affect the rights of  Participants  with respect to Awards  previously
          granted to them,  and all unexpired  Awards will continue in force and
          effect after  termination  of this Plan except as they may lapse or be
          terminated by their own terms and conditions.

     (e)  Repricing and Backdating Prohibited.  Notwithstanding anything in this
          Plan to the  contrary,  and except  for the  adjustments  provided  in
          Section  16,  neither  the  Administrator  nor any  other  person  may
          decrease the exercise  price for any  outstanding  Option or SAR after
          the date of grant nor allow a Participant  to surrender an outstanding
          Option or SAR to the Company as  consideration  for the grant of a new
          Option  or  SAR  with  a  lower  exercise  price.  In  addition,   the
          Administrator  may not make a grant of an  Option  or SAR with a grant
          date  that is  effective  prior to the date  the  Administrator  takes
          action to approve such Award.

     (f)  Code  Section   409A.   The   provisions  of  Code  Section  409A  are
          incorporated herein by reference to the extent necessary for any Award
          that is subject to Code Section 409A to comply therewith.

15.  Taxes.

     (a)  Withholding.  In the event the Company or an  Affiliate of the Company
          is  required to withhold  any  Federal,  state or local taxes or other
          amounts  in respect of any income  recognized  by a  Participant  as a
          result of the grant,  vesting,  payment or  settlement  of an Award or
          disposition  of any Shares  acquired  under an Award,  the Company may
          deduct (or require an  Affiliate  to deduct)  from any payments of any
          kind  otherwise due the  Participant  cash, or with the consent of the
          Administrator, Shares otherwise deliverable or vesting under an Award,
          to  satisfy  such tax  obligations.  Alternatively,  the  Company  may
          require such Participant to pay to the Company,  in cash,  promptly on
          demand,  or  make  other  arrangements  satisfactory  to  the  Company
          regarding  the payment to the Company of the  aggregate  amount of any
          such taxes and other amounts.  If Shares are deliverable upon exercise
          or payment of an Award, the  Administrator may permit a Participant to
          satisfy all or a portion of the Federal,  state and local  withholding
          tax  obligations  arising in connection with such Award by electing to
          (a) have the Company  withhold  Shares  otherwise  issuable  under the
          Award,  (b) tender back Shares  received in connection with such Award
          or (c) deliver other previously owned Shares; provided that the amount

                                      -15-
<PAGE>

          to be withheld  may not exceed the total  minimum  federal,  state and
          local tax withholding  obligations  associated with the transaction to
          the extent needed for the Company to avoid an accounting charge. If an
          election is provided,  the election must be made on or before the date
          as of  which  the  amount  of tax to be  withheld  is  determined  and
          otherwise as the Administrator  requires. In any case, the Company may
          defer making  payment or delivery  under any Award if any such tax may
          be pending unless and until indemnified to its satisfaction.

     (b)  No Guarantee of Tax Treatment.  Notwithstanding  any provisions of the
          Plan,  the Company does not guarantee to any  Participant or any other
          Person with an interest in an Award that (i) any Award  intended to be
          exempt  from Code  Section  409A  shall be so  exempt,  (ii) any Award
          intended to comply with Code Section 409A or Code Section 422 shall so
          comply,  (iii) any  Award  shall  otherwise  receive  a  specific  tax
          treatment  under any other  applicable  tax law,  nor in any such case
          will the Company or any Affiliate  indemnify,  defend or hold harmless
          any individual with respect to the tax consequences of any Award.

     (c)  Participant Responsibilities.  If a Participant shall dispose of Stock
          acquired  through  exercise of an ISO within  either (i) two (2) years
          after the date the  Option is  granted  or (ii) one (1) year after the
          date the Option is exercised  (i.e., in a disqualifying  disposition),
          such Participant shall notify the Company within seven (7) days of the
          date of such disqualifying disposition.  In addition, if a Participant
          elects,  under  Code  Section  83, to be taxed at the time an Award of
          Restricted  Stock (or other property  subject to such Code section) is
          made,  rather than at the time the Award vests, such Participant shall
          notify the Company  within  seven (7) days of the date the  Restricted
          Stock subject to the election is awarded.

16.  Adjustment Provisions; Change of Control.

     (a)  Adjustment  of  Shares.  If:  (i) the  Company  shall  at any  time be
          involved  in a merger or other  transaction  in which the  Shares  are
          changed or exchanged;  (ii) the Company shall subdivide or combine the
          Shares or the  Company  shall  declare a  dividend  payable in Shares,
          other securities or other property; (iii) any other event shall occur,
          which,  in the case of this clause;  (iv) in the judgment of the Board
          or  Committee  necessitates  an  adjustment  to  prevent  dilution  or
          enlargement of the benefits or potential  benefits intended to be made
          available  under  this Plan,  then the  Administrator  shall,  in such
          manner as it may deem equitable to prevent  dilution or enlargement of
          the benefits or potential benefits intended to be made available under
          this  Plan,  adjust as  applicable:  (A) the number and type of Shares
          subject  to this  Plan  (including  the  number  and  type  of  Shares
          described in Sections 6(a), (b) and (d)) and which may after the event
          be made the  subject  of  Awards;  (B) the  number  and type of Shares
          subject to outstanding  Awards; (C) the grant,  purchase,  or exercise
          price with respect to any Award; and (D) to the extent such discretion
          does  not   cause  an  Award   that  is   intended   to   qualify   as
          performance-based  compensation  under Code Section 162(m) to lose its

                                      -16-
<PAGE>

          status as such, the Performance  Goals of an Award. In each case, with
          respect to Awards of incentive  stock options,  no such adjustment may
          be authorized to the extent that such authority  would cause this Plan
          to violate Code Section 422(b).

          Without  limitation,  in  the  event  of any  reorganization,  merger,
          consolidation,  combination or other similar corporate  transaction or
          event, whether or not constituting a Change of Control (other than any
          such  transaction in which the Company is the  continuing  corporation
          and in which  the  outstanding  Stock is not being  converted  into or
          exchanged for different  securities,  cash or other  property,  or any
          combination  thereof),   the  Administrator  may  substitute,   on  an
          equitable basis as the Administrator  determines,  for each Share then
          subject to an Award and the  Shares  subject to this Plan (if the Plan
          will  continue  in  effect),  the  number and kind of shares of stock,
          other securities, cash or other property to which holders of Stock are
          or  will  be  entitled  in  respect  of  each  Share  pursuant  to the
          transaction.

          Notwithstanding the foregoing,  in the case of a stock dividend (other
          than a stock  dividend  declared in lieu of an ordinary cash dividend)
          or subdivision or combination of the Shares (including a reverse stock
          split),  if no  action  is  taken  by the  Administrator,  adjustments
          contemplated  by  this  subsection   that  are   proportionate   shall
          nevertheless  automatically  be  made as of the  date  of  such  stock
          dividend or subdivision or combination of the Shares.

     (b)  Issuance or Assumption.  Notwithstanding  any other  provision of this
          Plan, and without affecting the number of Shares otherwise reserved or
          available   under  this  Plan,   in   connection   with  any   merger,
          consolidation,  acquisition of property or stock,  or  reorganization,
          the  Administrator  may authorize the issuance or assumption of awards
          under  this  Plan  upon  such  terms  and  conditions  as it may  deem
          appropriate.

     (c)  Change of Control. Unless provided otherwise in an Award agreement, in
          the event of a Change of Control:

          (i)  Each  Option  or SAR that is then  held by a  Participant  who is
               employed  by or in the  service of the  Company  or an  Affiliate
               shall become immediately and fully vested,  and, unless otherwise
               determined by the Board or Committee,  all Options and SARs shall
               be cancelled on the date of the Change of Control in exchange for
               a cash payment equal to the excess of the Change of Control price
               of the Shares  covered by the Option or SAR that is so  cancelled
               over the purchase or grant price of such Shares under the Award;

          (ii) Restricted  Stock,  Restricted  Stock  Units and  Deferred  Stock
               Rights (that are not Performance Awards) that are not then vested
               shall vest;

          (iii)All Performance  Awards that are earned but not yet paid shall be
               paid, and all Performance Awards for which the performance period
               has not expired shall be cancelled in exchange for a cash payment
               equal to the amount that would have been due under such  Award(s)
               if the  Performance  Goals (as measured at the time of the Change
               of  Control)  were to  continue  to be  achieved at the same rate

                                      -17-
<PAGE>

               through the end of the performance period, or if higher, assuming
               the  target  Performance  Goals  had been met at the time of such
               Change of Control; and

          (iv) All Dividend  Equivalent Units that are not vested shall vest and
               be paid in cash,  and all other  Awards that are not vested shall
               vest and if an amount is payable  under such vested  Award,  such
               amount shall be paid in cash based on the value of the Award.

          If the value of an Award is based on the Fair Market Value of a Share,
          Fair  Market  Value  shall be deemed  to mean the per share  Change of
          Control price. The Administrator  shall determine the per share Change
          of  Control  price  paid or  deemed  paid  in the  Change  of  Control
          transaction.

          Except as  otherwise  expressly  provided in any  agreement  between a
          Participant  and the  Company or an  Affiliate,  if the receipt of any
          payment by a Participant under the circumstances described above would
          result in the payment by the  Participant  of any excise tax  provided
          for in Section 280G and Section  4999 of the Code,  then the amount of
          such  payment  shall be reduced to the extent  required to prevent the
          imposition of such excise tax.

17.  Miscellaneous.

     (a)  Other Terms and Conditions. The grant of any Award may also be subject
          to other provisions (whether or not applicable to the Award granted to
          any other  Participant) as the Administrator  determines  appropriate,
          including, without limitation, provisions for:

          (i)  the payment of the purchase  price of Options by delivery of cash
               or other Shares or other securities of the Company  (including by
               attestation)  having  a  then  Fair  Market  Value  equal  to the
               purchase price of such Shares, or by delivery  (including by fax)
               to the Company or its designated agent of an executed irrevocable
               option exercise form together with irrevocable  instructions to a
               broker-dealer  to sell or  margin  a  sufficient  portion  of the
               Shares and deliver the sale or margin loan  proceeds  directly to
               the Company to pay for the exercise price;

          (ii) restrictions on resale or other disposition of Shares; and

          (iii)compliance  with  federal  or state  securities  laws  and  stock
               exchange requirements.

     (b)  Employment and Service. The issuance of an Award shall not confer upon
          a  Participant  any right with  respect  to  continued  employment  or
          service with the Company or any Affiliate, or the right to continue as
          a Director.  Unless  determined  otherwise by the  Administrator,  for
          purposes of the Plan and all Awards, the following rules shall apply:

                                      -18-
<PAGE>

          (i)  a Participant  who transfers  employment  between the Company and
               its Affiliates, or between Affiliates,  will not be considered to
               have terminated employment;

          (ii) a Participant who ceases to be a Non-Employee Director because he
               or she becomes an employee of the Company or an  Affiliate  shall
               not be  considered  to  have  ceased  service  as a  Non-Employee
               Director  with  respect  to any Award  until  such  Participant's
               termination of employment with the Company and its Affiliates;

          (iii)a  Participant  who ceases to be  employed  by the  Company or an
               Affiliate  and  immediately  thereafter  becomes  a  Non-Employee
               Director,  a  non-employee   director  of  an  Affiliate,   or  a
               consultant  to  the  Company  or  any  Affiliate   shall  not  be
               considered to have terminated employment until such Participant's
               service as a director of, or  consultant  to, the Company and its
               Affiliates has ceased; and

          (iv) a Participant employed by an Affiliate will be considered to have
               terminated employment when such entity ceases to be an Affiliate.

               Notwithstanding  the foregoing,  for purposes of an Award that is
               subject to Code Section 409A, if a  Participant's  termination of
               employment or service triggers the payment of compensation  under
               such  Award,   then  the  Participant  will  be  deemed  to  have
               terminated employment or service upon his or her "separation from
               service" within the meaning of Code Section 409A.

     (c)  No Fractional  Shares. No fractional Shares or other securities may be
          issued or delivered  pursuant to this Plan, and the  Administrator may
          determine  whether cash,  other  securities or other  property will be
          paid  or  transferred  in  lieu  of any  fractional  Shares  or  other
          securities,  or whether such fractional  Shares or other securities or
          any rights to fractional  Shares or other securities will be canceled,
          terminated or otherwise eliminated.

     (d)  Unfunded Plan.  This Plan is unfunded and does not create,  and should
          not be construed to create,  a trust or separate  fund with respect to
          this  Plan's  benefits.  This Plan does not  establish  any  fiduciary
          relationship  between the Company and any Participant or other person.
          To the  extent  any  person  holds  any  rights  by virtue of an Award
          granted under this Plan, such rights are no greater than the rights of
          the Company's general unsecured creditors.

     (e)  Requirements of Law. The granting of Awards and the issuance of Shares
          in connection with an Award are subject to all applicable  laws, rules
          and regulations and to such approvals by any governmental  agencies or
          national securities exchanges as may be required.  Notwithstanding any
          other provision of this Plan or any award  agreement,  the Company has
          no liability to deliver any Shares under this Plan or make any payment
          unless such delivery or payment would comply with all applicable  laws
          and the applicable  requirements of any securities exchange or similar
          entity,  and unless and until the  Participant  has taken all  actions
          required  by the  Company in  connection  therewith.  The  Company may

                                      -19-
<PAGE>

          impose such  restrictions  on any Shares  issued under the Plan as the
          Company   determines   necessary  or  desirable  to  comply  with  all
          applicable  laws,  rules and  regulations or the  requirements  of any
          national securities exchanges.

     (f)  Governing Law. This Plan, and all agreements  under this Plan, will be
          construed in accordance  with and governed by the laws of the State of
          Delaware,  without  reference to any conflict of law  principles.  Any
          legal action or proceeding with respect to this Plan, any Award or any
          award agreement, or for recognition and enforcement of any judgment in
          respect of this Plan,  any Award or any award  agreement,  may only be
          heard in a "bench"  trial,  and any party to such action or proceeding
          shall agree to waive its right to a jury trial.

     (g)  Limitations on Actions. Any legal action or proceeding with respect to
          this Plan,  any Award or any award  agreement,  must be brought within
          one year (365 days) after the day the complaining  party first knew or
          should have known of the events giving rise to the complaint.

     (h)  Construction.  Whenever  any words are used  herein in the  masculine,
          they shall be  construed  as though they were used in the  feminine in
          all cases where they would so apply;  and  wherever any words are used
          in the singular or plural, they shall be construed as though they were
          used in the plural or singular, as the case may be, in all cases where
          they would so apply.  Title of sections  are for  general  information
          only,  and this Plan is not to be  construed  with  reference  to such
          titles.

     (i)  Severability.  If any provision of this Plan or any award agreement or
          any Award (i) is or  becomes  or is deemed to be  invalid,  illegal or
          unenforceable  in any  jurisdiction,  or as to any person or Award, or
          (ii) would  disqualify  this Plan,  any award  agreement  or any Award
          under any law the Administrator deems applicable,  then such provision
          should be construed or deemed  amended to conform to applicable  laws,
          or if it cannot be so  construed  or deemed  amended  without,  in the
          determination of the Administrator,  materially altering the intent of
          this Plan,  award  agreement or Award,  then such provision  should be
          stricken as to such  jurisdiction,  person or Award, and the remainder
          of this Plan,  such award agreement and such Award will remain in full
          force and effect.

                                      -20-