[Exhibit 10.1]


UniPro Financial Services, Inc. - 2003 EQUITY INCENTIVE PLAN

ARTICLE 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

     1.1. Purpose. The purposes of this 2003 Equity Incentive
Plan  are (a) to enable UniPro Financial Services, Inc.,  its
subsidiaries and affiliates (all hereinafter referred  to  as
"UniPro"  or  the  "Company") to attract  and  retain  highly
qualified  personnel  who will contribute  to  the  Company's
success;  and  (b) to provide incentives to  participants  in
this  2003 Equity Incentive Plan that are linked directly  to
increases in stockholder value which will therefore inure  to
the benefit of all stockholders of UniPro.

      1.2. Definitions. For purposes of this Equity Incentive
Plan,  except as otherwise defined, capitalized  terms  shall
have the meanings assigned to them in this Section 1.2.

     "Administrator" means the Board or, if and to the extent
the  Board elects to delegate the administration of the  Plan
or does not administer the Plan, the Committee.

     "Affiliate" means any entity or person that directly, or
indirectly  through one or more intermediaries, controls,  is
controlled  by,  or  is  under common control  with,  another
entity, where "control" (including the terms "controlled  by"
and  "under  common  control  with")  means  the  possession,
directly  or indirectly, of the power to cause the  direction
of the management and policies of the entity, whether through
the ownership of voting securities, by contract or otherwise.

     "Award" means any award under the Plan.

     "Award Agreement" means, with respect to each Award, the
signed   written  agreement  between  the  Company  and   the
Participant  setting forth the terms and  conditions  of  the
Award.

     "Board" means the Board of Directors of the Company.

      "Cause"  means the commission of any act of a  material
theft,  embezzlement or fraud involving the  Company  or  any
Parent,  Subsidiary or Affiliate of the Company, or a  breach
of fiduciary duty to the Company or any Parent, Subsidiary or
Affiliate of the Company.

      "Change of Control" shall have the meaning assigned  to
such  term in Section 15.2. "Code" means the Internal Revenue
Code  of 1986, as amended from time to time, or any successor
thereto.

      "Committee"  means compensation or other any  committee
the  Board may appoint to administer the Plan. To the  extent
necessary  and  desirable, the Committee  shall  be  composed
entirely  of individuals who meet the qualifications referred
to  in  Section 162(m) of the Code and Rule 16b-3  under  the
Exchange Act. If at any time or to any extent the Board shall
not  administer  the Plan, then the functions  of  the  Board
specified in the Plan shall be exercised by the Committee.

     "Common Stock" means the  common stock,  par value $.001
per share, of the Company.

     "Company"  means  UniPro  Financial  Services,  Inc.,  a
Florida corporation, or any successor corporation.

      "Disability"  means the inability of a  Participant  to
perform  substantially his or her duties and responsibilities
to  the Company or to any Parent, Subsidiary or Affiliate  by
reason of a physical or mental disability or infirmity for  a
continuous  period  of  six  months,  as  determined  by  the
Administrator. The date of such Disability shall be the  last
day  of  such  six-month  period or the  date  on  which  the
Participant  submits such medical evidence,  satisfactory  to
the  Administrator, that the Participant has  a  physical  or
mental  disability or infirmity that will likely prevent  the
Participant from performing the Participant's work duties for
a  continuous period of six months or longer, as the case may
be.

       "Eligible  Recipient"  means  an  officer,   director,
employee,  consultant or advisor of the  Company  or  of  any
Parent,  Subsidiary or Affiliate. For purposes of  the  Plan,
the term "employee" shall include all those individuals whose
service with or for the Company and/or any Parent, Subsidiary
or  Affiliate  of  the Company, is within the  definition  of
"employee" in the Rule as to the Use of Form S-8 contained in


<PAGE>   [Exhibit 10.1 - Pg. 1]


the  General  Instructions for the registration statement  on
Form  S-8   promulgated  by  the  Securities   and   Exchange
Commission.

      "Employee  Director" means any director of the  Company
who  is  also  an employee of the Company or of  any  Parent,
Subsidiary or Affiliate.

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

      "Exercise Price" means the per share price at  which  a
holder  of  an  Award may purchase the Shares  issuable  upon
exercise of such Award.

      "Fair Market Value" as of a particular date shall  mean
the  fair  market  value  of  a  share  of  Common  Stock  as
determined by the Administrator; provided, however, that Fair
Market Value shall mean: (i) if the Common Stock is listed or
admitted  to  trade  on a national securities  exchange,  the
closing  price of the Common Stock on the Composite Tape,  as
published  in  The  Wall  Street Journal,  of  the  principal
national securities exchange on which the Common Stock is  so
listed or admitted to trade, on such date, or, if there is no
trading  of  the Common Stock on such date, then the  closing
price of the Common Stock as quoted on such Composite Tape on
the  next preceding date on which there was trading  in  such
shares; (ii) if the Common Stock is not listed or admitted to
trade  on  a  national securities exchange but is listed  and
quoted  on The Nasdaq Stock Market ("Nasdaq"), the last  sale
price  for  the  Common Stock on such  date  as  reported  by
Nasdaq,  or,  if there is no reported trading of  the  Common
Stock  on such date, then the last sale price for the  Common
Stock  on the next preceding date on which there was  trading
in  the  Common Stock;      (iii) if the Common Stock is  not
listed or admitted to trade on a national securities exchange
and  is not listed and quoted on Nasdaq, the mean between the
closing  bid  and asked price for the Common  Stock  on  such
date,  as furnished by the National Association of Securities
Dealers,  Inc.  ("NASD"); (iv) if the  Common  Stock  is  not
listed   or  admitted  to  trade  on  a  national  securities
exchange, not listed and quoted on Nasdaq and closing bid and
asked  prices are not furnished by the NASD, the mean between
the  closing bid and asked price for the Common Stock on such
date,  as furnished by the National Quotation Bureau  ("NQB")
or  similar organization; (v) if the stock is not  listed  or
admitted  to  trade  on a national securities  exchange,  not
listed  and quoted on Nasdaq and if bid and asked prices  for
the  Common  Stock are not furnished by the NASD,  NQB  or  a
similar organization, the value established in good faith  by
the  Administrator; and (vi) in the case of a  Limited  Stock
Appreciation  Right,  the Fair Market Value  of  a  share  of
Common  Stock  shall  be the "Change in  Control  Price"  (as
defined in the Award Agreement evidencing such Limited  Stock
Appreciation Right) of a share of Common Stock as of the date
of exercise.

      "Family Member" means, with respect to any Participant,
any   of   the  following:  (a)  such  Participant's   child,
stepchild,   grandchild,  parent,  stepparent,   grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law,  son-in-law, daughter-in-law,  brother-in-law,
sister-in-law,   including  any   such   person   with   such
relationship to the Participant by adoption; (b)  any  person
(other  than a tenant or employee) sharing such Participant's
household;  (c)  a trust in which the persons  identified  in
clauses (a) and (b) above have more than fifty percent of the
beneficial  interest; (d) a foundation in which  the  persons
identified  in  clauses (a) and (b) above or the  Participant
control the management of assets; or (e) any other entity  in
which the persons identified in clauses (a) and (b) above  or
the  Participant own more than fifty percent  of  the  voting
interest.

     "Incentive Stock Option" means any Option intended to be
designated as an "incentive stock option" within the  meaning
of Section 422 of the Code.

      "Incumbent Board" means (i) the members of the Board of
the  Company  on  July  31, 2003, to  the  extent  that  they
continue  to  serve  as members of the Board,  and  (ii)  any
individual who becomes a member of the Board after August  1,
2003,  if  such  individual's  election  or  nomination   for
election  as  a director was approved by a vote of  at  least



<PAGE>   [Exhibit 10.1 - Pg. 2]


three-quarters of the then Incumbent Board.

       "Limited  Stock  Appreciation  Right"  means  a  Stock
Appreciation Right that can be exercised only in the event of
a  "Change  in  Control" (as defined in the  Award  Agreement
evidencing such Limited Stock Appreciation Right).

      "Non-Employee Director" means a director of the Company
who  is  not  an  employee of the Company or of  any  Parent,
Subsidiary or Affiliate.

      "Non-Qualified Stock Option" means any Option  that  is
not an Incentive Stock Option, including, but not limited to,
any  Option  that  provides (as of the time  such  Option  is
granted)  that  it will not be treated as an Incentive  Stock
Option.

     "Option" - an option to purchase Shares granted pursuant
to Article 5.

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

      "Participant" means any Eligible Recipient selected  by
the  Administrator, pursuant to the Administrator's authority
to  receive  grants  of  Options, Stock Appreciation  Rights,
Limited  Stock  Appreciation  Rights,  awards  of  Restricted
Stock,  Performance Shares, other types  of  awards,  or  any
combination of the foregoing.

     "Performance Grant"  shall have  the meaning assigned to
the term in Article 8.

      "Performance Shares" means Shares that are  subject  to
restrictions   based   upon  the  attainment   of   specified
performance objectives granted pursuant to Article 8.

      "Permitted Transfer" means, as authorized by  the  Plan
and  the Administrator, with respect to an interest in a Non-
Qualified  Stock  Option,  any  transfer  effected   by   the
Participant during the Participant's lifetime of an  interest
in  such  Non-Qualified Stock Option but only such  transfers
which are by gift or pursuant to domestic relations orders. A
permitted  transfer does not include any transfer  for  value
and  neither  transfers under a domestic relations  order  in
settlement  of  marital property rights or to  an  entity  in
which  more  than 50% of the voting interests  are  owned  by
Family Members or the Participant in exchange for an interest
in that entity are deemed transfers for value.

     "Plan" means this 2003 Equity Incentive Plan.

     "Related Employment" means the employment or performance
of  services by an individual for an employer that is neither
the  Company, any Parent, Subsidiary nor Affiliate,  provided
that:

     (i)   such  employment  or  performance  of  services is
undertaken by the individual at the request of the Company or
any Parent, Subsidiary or Affiliate;

     (ii) immediately prior to undertaking such employment or
performance  of services, the individual was employed  by  or
performing services for the Company or any Parent, Subsidiary
or Affiliate or was engaged in Related Employment;  and

     (iii) such  employment or performance of services is  in
the  best interests of the Company and is recognized  by  the
Administrator,   as  Related  Employment.    The   death   or
Disability  of  an  individual during  a  period  of  Related
Employment shall be treated, for purposes of this Plan, as if
the  death  or  onset  of Disability had occurred  while  the
individual  was  employed by or performing services  for  the
Company or a Parent, Subsidiary or Affiliate.

      "Restricted  Stock"  means Shares  subject  to  certain
restrictions granted pursuant to Article "Restricted  Period"
means the period of time Restricted Stock remains subject  to
restrictions imposed on the Award of such Restricted Stock.

     "Securities Act"  means  the  Securities Act of 1933, as
amended from time to time.

      "Shares"  means  shares of Common  Stock  reserved  for
issuance  under or issued pursuant to the Plan,  as  adjusted
pursuant to Article 4, and any successor security.



<PAGE>   [Exhibit 10.1 - Pg. 3]


      "Stock Appreciation Right" means the right pursuant  to
an  Award granted under Article 6 to receive an amount  equal
to  the excess, if any, of (i) the Fair Market Value,  as  of
the date such Stock Appreciation Right or portion thereof  is
surrendered,  of  the Shares covered by such  right  or  such
portion  thereof, over (ii) the aggregate exercise  price  of
such  right  or  such portion thereof as established  by  the
Administrator at the time of the grant of such Award (or such
other   exercise   price  thereafter   established   by   the
Administrator  with  the consent of the  Participant  granted
such Award where required by the Plan).

     "Stock Bonus" means an Award granted pursuant to Article
9.

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

     "Ten Percent Stockholder" shall have the meaning
assigned to it in Section 5.4.

     "Termination" or "Terminated" means, for purposes of the
Plan with respect to a Participant, that such Participant has
for  any  reason ceased to provide services as  an  employee,
officer,  director,  consultant, independent  contractor,  or
advisor to the Company or any Parent, Subsidiary or Affiliate
of  the  Company.  A Participant will not be deemed  to  have
ceased  to  provide services in the case of (i)  sick  leave,
(ii)  military  leave, or (iii) any other  leave  of  absence
approved  by the Administrator, provided, that such leave  is
for a period of not more than 90 days, unless reemployment or
reinstatement upon the expiration of such leave is guaranteed
by  contract or statute or unless provided otherwise pursuant
to formal policy adopted from time to time by the Company and
issued and promulgated to employees and other participants in
writing.

      In the case of any Participant on an approved leave  of
absence,   the   Administrator  may  make   such   provisions
respecting  suspension  of vesting of  any  Award  previously
granted  to  such  Participant while such Participant  is  on
leave from the Company or any Parent, Subsidiary or Affiliate
of  the  Company  as the Administrator may deem  appropriate,
except that in no event may an Option be exercised after  the
expiration of the term set forth in the Award Agreement  with
respect  to  such Option. The Administrator  will  have  sole
discretion to determine whether a Participant has  ceased  to
provide services and the applicable Termination Date.

       "Termination  Date"  means  the  effective   date   of
Termination, as determined by the Administrator.

ARTICLE 2.  ADMINISTRATION.

      2.1.   Administration in Accordance with the  Code  and
Exchange  Act.  The Plan shall be administered in  accordance
with the requirements of Section 162(m) of the Code (but only
to   the   extent   necessary  and  desirable   to   maintain
qualification  of Awards under the Plan under Section  162(m)
of  the Code) and, to the extent applicable, Rule 16b-3 under
the  Exchange  Act ("Rule 16b-3"), by the Board  or,  at  the
Board's  sole  discretion, by the Committee, which  shall  be
appointed by the Board, and which shall serve at the pleasure
of the Board.

      2.2.   Administrator's Powers. Subject to  the  general
purposes,   terms   and  conditions   of   this   Plan,   the
Administrator will have full power to implement and carry out
this Plan. The Administrator will have the authority to:

       (a)  construe  and  interpret  this  Plan,  any  Award
Agreement  and  any  other  agreement  or  document  executed
pursuant to this Plan; (b) prescribe, amend and rescind rules
and  regulations  relating to this Plan  or  any  Award;  (c)
select persons to receive Awards; (d) determine the form  and
terms  of Awards; (e) determine the number of Shares or other
consideration  subject to Awards;      (f) determine  whether
Awards will be granted singly, in combination with, in tandem



<PAGE>   [Exhibit 10.1 - Pg. 4]


with,  in replacement of, or as alternatives to, other Awards
under  this Plan or any other incentive or compensation  plan
of  the Company or any Parent, Subsidiary or Affiliate of the
Company;  (g) grant waivers of Plan or Award conditions;  (h)
determine the vesting, exercisability and payment of  Awards;
(i)  correct any defect, supply any omission or reconcile any
inconsistency in the Plan, any Award or any Award  Agreement;
(j)  to  make  any adjustments necessary or  desirable  as  a
result of the granting of an Award to an Eligible Participant
located  outside the United States; (k) determine whether  an
Award  has been earned; and (l) make all other determinations
necessary or advisable for the administration of the Plan.

        2.3.     Administrator's   Discretion   Final.    Any
determination made by the Administrator with respect  to  any
Award  will  be made in its sole discretion at  the  time  of
grant of the Award or, unless in contravention of any express
term  of  the  Plan  or Award, at any later  time,  and  such
determination will be final and binding on the Company and on
all persons having an interest in any Award under the Plan.

      2.4.  Administrator's Method of Acting;  Liability. The
Administrator may act only by a majority of its members  then
in  office, except that the members thereof may authorize any
one or more of their members or any officer of the Company to
execute   and  deliver  documents  or  to  take   any   other
ministerial  action  on  behalf  of  the  Administrator  with
respect   to   Awards  made  or  to  be  made   to   Eligible
Participants.  No member of the Committee and no  officer  of
the  Company shall be liable for anything done or omitted  to
be done by such member or officer, by any other member of the
Administrator or by any officer of the Company in  connection
with  the  performance of duties under the Plan,  except  for
such  member's  or  officer's own willful  misconduct  or  as
expressly provided by law.

ARTICLE 3.  PARTICIPATION.

     3.1. Affiliates. If a Parent, Subsidiary or Affiliate of
the  Company  wishes  to participate  in  the  Plan  and  its
participation  shall have been approved  by  the  Board,  the
board  of  directors or other governing body of  the  Parent,
Subsidiary  or Affiliate, as the case may be, shall  adopt  a
resolution  in  form  and  substance  satisfactory   to   the
Administrator  authorizing  participation  by   the   Parent,
Subsidiary or Affiliate in the Plan. A Parent, Subsidiary  or
Affiliate  participating  in the  Plan  may  cease  to  be  a
participating company at any time by action of the  Board  or
by  action of the board of directors or other governing  body
of  such Parent, Subsidiary or Affiliate, which latter action
shall  be effective not earlier than the date of delivery  to
the  Secretary  of  the  Company of a  certified  copy  of  a
resolution of the Parent, Subsidiary or Affiliate's board  of
directors or other governing body taking such action. If  the
participation  in  the  Plan  of  a  Parent,  Subsidiary   or
Affiliate shall terminate, such termination shall not relieve
the  Parent,  Subsidiary  or  Affiliate  of  any  obligations
theretofore incurred by the Parent, Subsidiary or  Affiliate,
except as may be approved by the Administrator.

      3.2.  Participants.  Incentive  Stock  Options  may  be
granted  only to employees (including officers and  directors
who  are  also  employees)  of the Company,  or  any  Parent,
Subsidiary or Affiliate of the Company. All other Awards  may
be  granted  to employees, officers, directors,  consultants,
independent  contractors and advisors of the Company  or  any
Parent,  Subsidiary  or Affiliate of the  Company;  provided,
that  such consultants, contractors and advisors render  bona
fide  services  to the Company or such Parent, Subsidiary  or
Affiliate of the Company not in connection with the offer and
sale  of  securities  in  a capital-raising  transaction.  An
Eligible Participant may be granted more than one Award under
the Plan.

ARTICLE 4.  AWARDS UNDER THE PLAN.

     4.1. Types of Awards. Awards under the Plan may include,
but  need  not  be limited to, one or more of  the  following
types,  either  alone  or  in any  combination  thereof:  (a)
Options; (b) Stock Appreciation Rights; (c) Restricted Stock;
(d)  Performance Grants; (e) Stock Bonuses; and (f) any other
type  of Award deemed by the Committee to be consistent  with
the  purposes  of  the Plan (including but  not  limited  to,



<PAGE>   [Exhibit 10.1 - Pg. 5]


Awards  of or options or similar rights granted with  respect
to unbundled stock units or components thereof, and Awards to
be  made  to  participants who are foreign nationals  or  are
employed or performing services outside the United States).

      4.2. Number of Shares Available Under the Plan. Subject
to  Section  4.4,  the  total number of Shares  reserved  and
available for grant and issuance pursuant to the Plan will be
1,000,000 subject only to such issued Shares shall at no time
exceed 15% of the total shares issued and outstanding. Shares
may  consist, in whole or in part, of authorized and unissued
shares  or  treasury shares.  The number of Shares which  are
transferred  to  the  Company by a  Participant  to  pay  the
exercise  or  purchase price of an award will  be  subtracted
from  the number of Shares issued with respect to such  Award
for  the  purpose  of counting Shares used  under  the  Plan.
Shares  withheld to pay withholding taxes in connection  with
the exercise or repayment of an Award will not be counted  as
used  under the Plan. In addition, shares covered by an award
granted under the Plan which is settled in cash will  not  be
counted as used under the Plan.

      4.3.  Reservation of Shares. At all times, the  Company
shall  reserve  and  keep available a  sufficient  number  of
Shares  as  shall be required to satisfy the requirements  of
all  outstanding Options granted under the Plan and all other
outstanding but unexercised Awards granted under the Plan.

      4.4. Adjustment in Number of Shares Available Under the
Plan.  In the event that the number of outstanding shares  of
Common    Stock    is   changed   by   a   stock    dividend,
recapitalization,   stock   split,   reverse   stock   split,
subdivision, combination, reclassification or similar  change
in the capital structure of the Company without consideration
then (a) the number of Shares reserved for issuance under the
Plan,  (b) the number of Shares that may be granted  pursuant
to  the Plan, (c) the Exercise Prices of and number of Shares
subject to outstanding Options and other awards, and (d)  the
exercise  prices  of and number of Shares  subject  to  other
outstanding Awards, will be proportionately adjusted, subject
to  any  required action by the Board or the stockholders  of
the  Company and compliance with applicable securities  laws;
provided,  however, that, upon occurrence of such  an  event,
fractions of a Share will not be issued upon exercise  of  an
Award but will, upon such exercise, either be replaced  by  a
cash  payment equal to the Fair Market Value of such fraction
of  a Share on the effective date of such an event or will be
rounded up to the nearest whole Share, as determined  by  the
Administrator.

      4.5.  Rights  with Respect to Common Shares  and  Other
Securities:   (a)   Unless  otherwise   determined   by   the
Administrator, a Participant to whom an Award  of  Restricted
Stock  has  been  made  (and any person  succeeding  to  such
Participant's rights with respect to such Award  pursuant  to
the Plan) shall have, after issuance of a certificate or copy
thereof for the number of Shares so awarded and prior to  the
expiration of the Restricted Period or the earlier repurchase
of  such  Shares  as provided in the Plan or Award  Agreement
with respect to such Award of Restricted Stock, ownership  of
such  Shares,  including the right to vote the  same  and  to
receive  dividends or other distributions made or  paid  with
respect  to such Shares (provided that such Shares,  and  any
new,  additional or different shares, or other securities  or
property  of  the  Company, or other forms  of  consideration
which the participant may be entitled to receive with respect
to  such  Shares as a result of a stock split, stock dividend
or  any other change in the corporate or capital structure of
the Company, shall be subject to the restrictions of the Plan
as determined by the Administrator), subject, however, to the
options,   restrictions  and  limitations   imposed   thereon
pursuant  to the Plan. Notwithstanding the foregoing,  unless
otherwise determined by the Administrator, a Participant with
whom an Award Agreement is made to issue Shares in the future
shall  have no rights as a stockholder with respect to Shares
related  to  such  Award Agreement until a stock  certificate
evidencing  such  Shares is issued to such  Participant.  (b)
Unless   otherwise   determined  by  the   Administrator,   a
Participant   to  whom  a  grant  of  Stock  Options,   Stock



<PAGE>   [Exhibit 10.1 - Pg. 6]


Appreciation Rights, Performance Grants or any other Award is
made  (and any person succeeding to such Participant's rights
pursuant  to  the Plan) shall have no rights as a stockholder
with  respect  to any Shares or as a holder with  respect  to
other securities, if any, issuable pursuant to any such Award
until the date a stock certificate evidencing such Shares  or
other  instrument  of ownership, if any, is  issued  to  such
Participant.    Except  as  provided  in  Section   4.4,   no
adjustment  shall  be  made for dividends,  distributions  or
other  rights (whether ordinary or extraordinary, and whether
in  cash,  securities,  other  property  or  other  forms  of
consideration,  or  any combination thereof)  for  which  the
record  date  is prior to the date such stock certificate  or
other instrument of ownership, if any, is issued.

ARTICLE 5.  STOCK OPTIONS.

      5.1.  Grant;  Determination  of  Type  of  Option.  The
Administrator  may grant one or more Options to  an  Eligible
Participant  and will determine (a) whether each such  Option
will  be  an Incentive Stock Option or a Non-Qualified  Stock
Option, (b) the number of Shares subject to each such Option,
(c)  the  Exercise Price of each such Option, (d) the  period
during  which each such Option may be exercised, and (e)  all
other  terms and conditions of each such Option,  subject  to
the terms and conditions of this Article 5. The Administrator
may grant an Option either alone or in conjunction with Stock
Appreciation  Rights,  Performance Grants  or  other  Awards,
either at the time of grant or by amendment thereafter.

     5.2. Form of Option Award Agreement. Each Option granted
under  the Plan will be evidenced by an Award Agreement which
will  expressly  identify the Option as  an  Incentive  Stock
Option or a Non-Qualified Stock Option, will be in such  form
and  contain such provisions (which need not be the same  for
each Participant or Option) as the Committee may from time to
time  approve, and which will comply with and be  subject  to
the terms and conditions of the Plan.

      5.3. Date of Grant. The date of grant of an Option will
be   the   date   on  which  the  Administrator   makes   the
determination   to   grant  such  Option,  unless   otherwise
specified by the Administrator.

      5.4.  Exercise Period. Each Option shall be exercisable
within the times or upon the occurrence of one or more events
determined  by the Administrator and set forth in  the  Award
Agreement governing such Option; provided, however,  that  no
Option will be exercisable after the expiration of ten  years
from  the  date the Option is granted; and provided, further,
however,  that no Incentive Stock Option granted to a  person
who  directly  or by attribution owns more than  10%  of  the
total  combined voting power of all classes of stock  of  the
Company  or  of  any Parent, Subsidiary or Affiliate  of  the
Company   (each,  a  "Ten  Percent  Stockholder")   will   be
exercisable after the expiration of five years from the  date
such  Incentive  Stock Option is granted.  The  Administrator
also  may provide for an Option to become exercisable at  one
time or from time to time, periodically or otherwise, in such
number of Shares or percentage of Shares as the Administrator
determines. Unless otherwise determined by the Administrator,
an  Option  shall be exercisable at the rate of  25%  of  the
number  of  Shares subject to such Option per year commencing
on the first anniversary of the date of grant of such Option,
and  each  anniversary  thereof until all  such  options  are
exercised.

      5.5.  Exercise Price. The Exercise Price of  an  Option
will  be  determined by the Administrator when the Option  is
granted  and may be not less than 85% of the per  share  Fair
Market Value of the Shares subject to such Option on the date
of  grant  of such Option; provided, however, that:  (a)  the
Exercise Price of an Incentive Stock Option will be not  less
than  100% of the per share Fair Market Value of such  Shares
on  the date of such grant and (b) the Exercise Price of  any
Incentive  Stock Option granted to a Ten Percent  Stockholder
will not be less than 110% of the per share Fair Market Value
of  such  Shares on the date of such grant. Payment  for  the
Shares purchased shall be made in accordance with Article  10
of the Plan.

     5.6. Method of Exercise. An Option may be exercised only
by delivery to the Company of an irrevocable written exercise



<PAGE>   [Exhibit 10.1 - Pg. 7]


notice  (a)  identifying  the  Option  being  exercised,  (b)
stating  the number of Shares being purchased, (c)  providing
any  other  matters  required by  the  Award  Agreement  with
respect   to   such   Option,   and   (d)   containing   such
representations   and   agreements  regarding   Participant's
investment  intent  and  access  to  information  and   other
matters,  if  any,  as may be required or  desirable  by  the
Company  to  comply  with applicable securities  laws.   Such
exercise  notice shall be accompanied by payment in  full  of
the  Exercise Price for the number of Shares being  purchased
in   accordance  with  Article  10  and  the  executed  Award
Agreement with respect to such Option.

      5.7. Termination. Notwithstanding anything contained in
Section  5.4  or in an Award Agreement, exercise  of  Options
shall  always  be  subject  to  the  following:  (a)  If  the
Participant  is  Terminated for any reason  except  death  or
Disability,  then the Participant may exercise each  of  such
Participant's  Options:  (i) only to  the  extent  that  such
Options would have been exercisable on the Termination  Date;
and  (ii)  no  later than three months after the  Termination
Date (or such longer time period not exceeding five years  as
may  be  determined by the Administrator, with  any  exercise
beyond three months after the Termination Date deemed  to  be
an  exercise of an Non-Qualified Stock Option),  but  in  any
event,  no  later than the original expiration date  of  such
Option;   (b)  If  the Participant is Terminated  because  of
Participant's  death or Disability (or the  Participant  dies
within three months after a Termination other than for  Cause
or  because of Participant's Disability), then each  of  such
Participant's Options (i) may be exercised only to the extent
that  such  Option would have been exercisable by Participant
on  the  Termination  Date  and (ii)  must  be  exercised  by
Participant   (or   Participant's  legal  representative   or
authorized  assignee) no later than twelve months  after  the
Termination  Date (or such longer time period  not  exceeding
five  years  as may be determined by the Administrator,  with
any   such  exercise  beyond  (A)  three  months  after   the
Termination Date when the Termination is for any reason other
than  the  Participant's death or Disability  or  (B)  twelve
months  after  the Termination Date when the  Termination  is
because of Participant's death or Disability, deemed to be an
exercise  of a Non-Qualified Stock Option), but in any  event
no  later  than the original expiration date of such  Option;
(c)  Notwithstanding the provisions in paragraphs 5.7(a)  and
5.7(b), if a Participant is terminated for Cause, neither the
Participant,  the Participant's estate nor such other  person
who  may  then hold an Option shall be entitled  to  exercise
such Option whatsoever, whether or not, after the Termination
Date, the Participant may receive payment from the Company or
any  Parent,  Subsidiary  or Affiliate  of  the  Company  for
vacation  pay, for services rendered prior to the Termination
Date,  for services rendered for the day on which Termination
occurs,  for salary in lieu of notice, for severance  or  for
any  other  benefits; provided, however,  in  making  such  a
determination,  the Administrator shall give the  Participant
an  opportunity to present to the Administrator  evidence  on
Participant's  behalf that the provisions of  this  paragraph
5.7c  should  not  apply  and, in the alternative,  paragraph
5.7(a)  or  5.7(b)  shall apply; provided, further,  however,
that,  for  the purpose of this paragraph 5.7 (c),Termination
shall  be  deemed  to  occur on the  date  when  the  Company
dispatches  notice  or  advice to the Participant  that  such
Participant is Terminated.

      5.8.  Limitations  on Exercise. The  Administrator  may
specify  a  reasonable minimum number of Shares that  may  be
purchased  on any exercise of an Option, provided, that  such
minimum  number will not prevent Participant from  exercising
the Option for the full number of Shares for which the Option
is then exercisable.

       5.9.  Limitations  on  Incentive  Stock  Options.  The
aggregate Fair Market Value (as determined as of the date  of
grant)  of  Shares with respect to which an  Incentive  Stock
Option  are  exercisable for the first time by a  Participant
during  any calendar year (under the Plan or under any  other
incentive  stock option plan of the Company, and any  Parent,
Subsidiary  and  Affiliate of the Company)  will  not  exceed
$100,000. If the Fair Market Value of Shares on the  date  of
grant  with  respect to which Incentive Stock  Option(s)  are



<PAGE>   [Exhibit 10.1 - Pg. 8]


exercisable  for the first time by a Participant  during  any
calendar  year exceeds $100,000, then the Option(s)  for  the
first $100,000 worth of Shares to become exercisable in  such
calendar  year  will be deemed Incentive Stock Option(s)  and
the  Option(s) that become exercisable in such calendar  year
for  the  number of Shares which have a Fair Market Value  in
excess  of $100,000 will be deemed to be Non-Qualified  Stock
Option(s).  In  the  event that the Code or  the  regulations
promulgated  thereunder are amended after the effective  date
of  the  Plan  to provide for a different limit on  the  Fair
Market  Value of Shares permitted to be subject to  Incentive
Stock  Options,  such different limit will  be  automatically
incorporated  herein  and will apply to any  Options  granted
after the effective date of such amendment.

       5.10.   Modification,  Extension   or   Renewal.   The
Administrator  may  modify, extend or renew  any  outstanding
Option and authorize the grant of one or more new Options  in
substitution therefor; provided that any such action may not,
without the written consent of a Participant, impair  any  of
such   Participant's  rights  under  any  Option   previously
granted.  Any  outstanding Incentive  Stock  Option  that  is
modified,  extended,  renewed or otherwise  altered  will  be
treated   in  accordance  with  Section  424(h)   and   other
applicable  provisions  of the Code.  The  Administrator  may
reduce  the  Exercise Price of any outstanding  Option  of  a
Participant  without the consent of the Participant  affected
by  delivering a written notice to the Participant; provided,
however, that the Exercise Price may not be reduced below the
minimum  Exercise Price that would be permitted under Section
5.5  for  Options granted on the date the action is taken  to
reduce such Exercise Price.

      5.11.  No  Disqualification. Notwithstanding any  other
provision  in  the Plan, no term of the Plan relating  to  an
Incentive  Stock  Option  will  be  interpreted,  amended  or
altered,  nor will any discretion or authority granted  under
the  Plan  be exercised, so as to disqualify the  Plan  under
Section  422  of  the  Code or, without the  consent  of  the
Participant  affected,  to  disqualify  any  Incentive  Stock
Option under Section 422 of the Code.

      5.12.  Prohibition Against Transfer. No Option  may  be
sold,   assigned,   transferred,  pledged,  hypothecated   or
otherwise disposed of, except by will or the laws of  descent
and  distribution or pursuant to a domestic relations  order,
and  a Participant's Option shall be exercisable during  such
Participant's  lifetime  only by  such  Participant  or  such
person receiving such Option pursuant to a domestic relations
order.

ARTICLE 6.  STOCK APPRECIATION RIGHTS.

      6.1  Grant  of  Stock  Appreciation  Rights.  (a)   The
Administrator  may  grant  Stock Appreciation  Rights  either
alone,  or  in  conjunction with  the  grant  of  an  Option,
Performance Grant or other Award, either at the time of grant
or  by amendment thereafter. Each Award of Stock Appreciation
Rights  granted  under  the Plan shall  be  evidenced  by  an
instrument in such form as the Administrator shall  prescribe
from  time  to  time in accordance with the  Plan  and  shall
comply with the following terms and conditions, and with such
other  terms  and conditions, including, but not limited  to,
restrictions upon the Award of Stock Appreciation  Rights  or
the   Shares   issuable  upon  exercise   thereof,   as   the
Administrator  shall  establish. (b) The Administrator  shall
determine the number of Shares to be subject to each Award of
Stock Appreciation Rights. The number of Shares subject to an
outstanding Award of Stock Appreciation Rights may be reduced
on   a   share-for-share  or  other  appropriate  basis,   as
determined  by the Administrator, to the extent  that  Shares
under  such  Award of Stock Appreciation Rights are  used  to
calculate  the cash, Shares, or other securities or  property
of the Company, or other forms of payment, or any combination
thereof,  received pursuant to exercise of an Option attached
to  such Award of Stock Appreciation Rights, or to the extent
that  any other Award granted in conjunction with such  Award
of Stock Appreciation Rights is paid.

      6.2.  Prohibition Against Transfer. No Award  of  Stock
Appreciation  Rights  may  be  sold,  assigned,  transferred,
pledged,  hypothecated or otherwise disposed  of,  except  by


<PAGE>   [Exhibit 10.1 - Pg. 9]


will  or the laws of the descent and distribution or pursuant
to  a domestic relations order, and Stock Appreciation Rights
Awarded  to  a Participant shall be exercisable  during  such
Participant's  lifetime  only by  such  Participant  or  such
person receiving such Option pursuant to a domestic relations
order.   Unless  the Administrator determines otherwise,  the
Award of Stock Appreciation Rights to a Participant shall not
be  exercisable  for at least six months after  the  date  of
grant,  unless  such  Participant is  Terminated  before  the
expiration  of  such  six-month  period  by  reason  of  such
Participant's Disability or death.

      6.3.  Exercise. The Award of Stock Appreciation  Rights
shall  not  be exercisable: (a) in the case of any  Award  of
Stock  Appreciation Rights that are attached to an  Incentive
Stock  Option  granted to a Ten Percent Employee,  after  the
expiration  of five years from the date such Incentive  Stock
Option  is  granted, and, in the case of any other  Award  of
Stock  Appreciation Rights, after the expiration of ten years
from  the date of such Award. Any Award of Stock Appreciation
Rights may be exercised during such period only at such  time
or  times  and in such installments as the Administrator  may
establish; (b) unless the Option or other Award to which  the
Award of Stock Appreciation Rights is attached is at the time
exercisable;  and (c) unless the Participant  exercising  the
Award  of  Stock Appreciation Rights has been, at  all  times
during  the  period  beginning with the  date  of  the  grant
thereof and ending on the date of such exercise, employed  by
or  otherwise  performing services for  the  Company  or  any
Parent,  Subsidiary or Affiliate of the Company, except that:
(i)  in  the  case of any Award of Stock Appreciation  Rights
(other than those attached to an Incentive Stock Option),  if
such  Participant is Terminated solely by reason of a  period
of  Related  Employment,  the Participant  may,  during  such
period  of  Related Employment, exercise the Award  of  Stock
Appreciation  Rights  as  if such Participant  had  not  been
Terminated; (ii) if such Participant is Terminated by  reason
of such Participant's Disability or early, normal or deferred
retirement  under  an  approved  retirement  program  of  the
Company or any Parent, Subsidiary or Affiliate of the Company
(or  such other plan or arrangement as may be approved by the
Administrator  for this purpose) while holding  an  Award  of
Stock  Appreciation Rights which has not expired and has  not
been  fully  exercised, such Participant  may,  at  any  time
within  three years (or such other period determined  by  the
Administrator) after the Termination Date (but  in  no  event
after  the  Award of Stock Appreciation Rights has  expired),
exercise the Award of Stock Appreciation Rights with  respect
to  any  Shares  as  to  which such Participant   could  have
exercised  the  Award  of Stock Appreciation  Rights  on  the
Termination Date, or with respect to such greater  number  of
Shares  as  determined by the Administrator;  (iii)  if  such
Participant  is  Terminated for reasons  other  than  Related
Employment, Disability, early, normal or deferred  retirement
or  death while holding an Award of Stock Appreciation Rights
which has not expired and has not been fully exercised,  such
person may exercise the Award of Stock Appreciation Rights at
any  time  during the period, if any, which the Administrator
approves   (but  in  no  event  after  the  Award  of   Stock
Appreciation  Rights  expires) following  such  Participant's
Termination Date with respect to any Shares as to which  such
Participant   could  have  exercised  the  Award   of   Stock
Appreciation Rights on such Participant's Termination Date or
as  otherwise permitted by the Administrator; or (iv) if  any
Participant to whom an Award of Stock Appreciation Rights has
been granted shall die holding an Award of Stock Appreciation
Rights  which  has  not  expired  and  has  not  been   fully
exercised,   such  Participant's  executors,  administrators,
heirs  or distributees, as the case may be, may, at any  time
within  one  year  (or such other period  determined  by  the
Administrator) after the date of death (but in no event after
the Award of Stock Appreciation Rights has expired), exercise
the  Award of Stock Appreciation Rights with respect  to  any
Shares  as  to  which  the  decedent Participant  could  have
exercised the Award of Stock Appreciation Rights at the  time
of  such  death,  or with respect to such greater  number  of


<PAGE>   [Exhibit 10.1 - Pg. 10]


Shares as may be determined by the Administrator.

     6.4. Exercise. (a) An Award of Stock Appreciation Rights
shall entitle the Participant (or any person entitled to  act
under  the  provisions of clause (iv) of  Paragraph  6(c)  to
either  (i)  exercise  such  Award  and  receive  payment  in
accordance with such Award or (ii) surrender unexercised  the
Option  (or  other  Award) to which  the  Stock  Appreciation
Rights  is attached (or any portion of such Option  or  other
Award)  to  the  Company and to receive from the  Company  in
exchange  therefore,  without payment to  the  Company,  that
number  of  Shares  having an aggregate value  equal  to  the
excess of the Fair Market Value of one Share, at the time  of
such  exercise, over the Exercise Price per share, times  the
number of Shares subject to the Award or the Option (or other
Award),  or  portion  thereof,  which  is  so  exercised   or
surrendered, as the case may be. The Administrator  shall  be
entitled to elect to settle the obligation arising out of the
exercise of Stock Appreciation Rights by the payment of  cash
or  other  securities or property of the  Company,  or  other
forms  of  payment, or any combination thereof, as determined
by  the  Administrator, equal to the aggregate value  of  the
Shares  the Company would otherwise be obligated to  deliver.
Any  such election by the Administrator shall be made as soon
as  practicable after the receipt by the Company  of  written
notice of the exercise of such Stock Appreciation Rights. The
value  of  a  Share,  other securities  or  property  of  the
Company,  or  other  forms  of  payment  determined  by   the
Administrator for this purpose shall be the Fair Market Value
of  a  Share on the last business day next preceding the date
of  the  election to exercise such Stock Appreciation Rights,
unless  the  Administrator determines otherwise  and  is  set
forth  in  the  Award Agreement with respect  to  such  Stock
Appreciation Rights.

      (b)  An  Award of Stock Appreciation Rights may provide
that  such Stock Appreciation Rights shall be deemed to  have
been  exercised at the close of business on the business  day
preceding  the  expiration date of  such  Stock  Appreciation
Rights  or  of the related Option (or other Award),  or  such
other date as specified by the Administrator, if at such time
such  Stock  Appreciation Rights has a positive  value.  Such
deemed  exercise shall be settled or paid in the same  manner
as  a  regular  exercise  thereof as  provided  in  Paragraph
6.4(a).

      6.5.  Fractional Shares. No fractional  shares  may  be
delivered under this Article 6, but, in lieu thereof, a  cash
or  other  adjustment  shall be made  as  determined  by  the
Administrator.

ARTICLE 7.   RESTRICTED STOCK.

     7.1.  Grant. An Award of Restricted Stock is an offer by
the  Company  to sell to an Eligible Participant Shares  that
are subject to restrictions. The Administrator will determine
to  whom  an  offer will be made, the number  of  Shares  the
person  may  purchase, the Exercise Price  to  be  paid,  the
restrictions  to  which the Shares will be subject,  and  all
other  terms  and conditions of the Restricted  Stock  Award,
subject to the provisions of this Article 7.

      7.2 Form of Restricted Stock Award. All purchases under
an  Award  of Restricted Stock will be evidenced by an  Award
Agreement  that will be in such form (which need not  be  the
same  for  each Award of Restricted Stock or Participant)  as
the  Administrator will from time to time approve,  and  will
comply with and be subject to the terms and conditions of the
Plan.  The offer of Restricted Stock will be accepted by  the
Participant's  execution and delivery of the Award  Agreement
evidencing  the  offer to purchase the Restricted  Stock  and
full  payment  for the Shares to the Company within  30  days
from  the  date  such  Award Agreement is  tendered  to  such
Eligible  Participant. If such Eligible Participant does  not
execute  and  deliver such Award Agreement  along  with  full
payment  for  the  Shares to the Company within  such  30-day
period,  then  such  offer will terminate,  unless  otherwise
determined by the Administrator.

      7.3.  Purchase Price. The Exercise Price of Shares sold
pursuant  to an Award of restricted Stock will be  determined
by  the  Administrator  on the date such  Award  is  granted,
except in the case of a sale to a Ten Percent Stockholder, in
which  case the Exercise Price will be 100% of the per  share



<PAGE>   [Exhibit 10.1 - Pg. 11]


Fair  Market Value on the date such Award is granted  of  the
Shares  subject  to the Award. Payment of the Exercise  Price
may be made in accordance with Article 10 of the Plan.

      7.4.  Terms of Restricted Stock Awards. Each  Award  of
Restricted Stock shall be subject to such restrictions as the
Administrator  may impose. These restrictions  may  be  based
upon  completion  of a specified number of years  of  service
with  the Company or upon completion of the performance goals
as  set out in advance in the Participant's individual  Award
Agreement.   Awards  of  Restricted  Stock  may   vary   from
Participant   to   Participant   and   between   groups    of
Participants.  Prior to the grant of an Award  of  Restricted
Stock,  the  Administrator shall: (a) determine  the  nature,
length  and starting date of any performance period  for  the
Restricted Stock Award; (b) select from among the performance
factors to be used to measure performance goals, if any;  and
(c) determine the number of Shares that may be awarded to the
Participant.  Prior  to the payment of any  Restricted  Stock
pursuant  to an Award, the Administrator shall determine  the
extent  to which such Restricted Stock Award has been earned.
Performance   periods  may  overlap  and   Participants   may
participate  simultaneously with respect to Restricted  Stock
Awards that are subject to different performance periods  and
having different performance goals and other criteria.

       7.5.  Termination  During  Performance  Period.  If  a
Participant  is Terminated during a performance  period  with
respect to any Award of Restricted Stock for any reason, then
such  Participant  will be entitled to  payment  (whether  in
Shares,  cash  or otherwise) with respect to  the  Restricted
Stock  Award  only to the extent earned as  of  the  date  of
Termination  in  accordance with  the  Award  Agreement  with
respect  to  such Restricted Stock, unless the  Administrator
determines otherwise.

ARTICLE 8.   PERFORMANCE GRANTS.

       8.1.   Award.   The  Award  of  a  Performance   Grant
("Performance  Grant")  to a Participant  will  entitle  such
Participant  to receive a specified amount (the  "Performance
Grant  Actual  Value")  as determined by  the  Administrator;
provided that the terms and conditions specified in the  Plan
and  in  the  Award of such Performance Grant are  satisfied.
Each  Award  of a Performance Grant shall be subject  to  the
terms  and  conditions set forth in this Article 8  and  such
other  terms  and conditions, including, but not limited  to,
restrictions  upon  any  cash, Shares,  other  securities  or
property  of the Company, or other forms of payment,  or  any
combination  thereof, issued in respect  of  the  Performance
Grant,  as  the  Administrator  shall  establish,  shall   be
embodied in an Award Agreement in such form and substance  as
is approved by the Administrator.

     8.2.  Terms. The Administrator shall determine the value
or  range  of values of a Performance Grant to be awarded  to
each Participant selected for an Award of a Performance Grant
and  whether  or  not such Performance Grant  is  granted  in
conjunction  with  an  Award of Options,  Stock  Appreciation
Rights,  Restricted  Stock or other type  of  Award,  or  any
combination  thereof, under the Plan (which may include,  but
need  not  be  limited to, deferred Awards)  concurrently  or
subsequently  granted  to such Participant  (the  "Associated
Award").  As  determined  by the Administrator,  the  maximum
value  of each Performance Grant (the "Maximum Value")  shall
be:  (a) an amount fixed by the Administrator at the time the
award  is  made  or amended thereafter; (b) an  amount  which
varies  from  time to time based in whole or in part  on  the
then  current Fair Market Value of a Share, other  securities
or  property of the Company, or other securities or property,
or  any  combination  thereof;  or  (c)  an  amount  that  is
determinable  from  criteria specified by the  Administrator.
Performance  Grants  may be issued in  different  classes  or
series  having different names, terms and conditions. In  the
case  of  a Performance Grant awarded in conjunction with  an
Associated Award, the Performance Grant may be reduced on  an
appropriate basis to the extent that the Associated Award has
been  exercised,  paid  to  or  otherwise  received  by   the
participant, as determined by the Administrator.

     8.3.  Award Period. The award period ("Performance Grant


<PAGE>   [Exhibit 10.1 - Pg. 12]


Award Period") in respect of any Performance Grant shall be a
period  determined by the Administrator.  At  the  time  each
Performance Grant is made, the Administrator shall  establish
performance  objectives to be attained within the Performance
Grant   Award   Period  as  the  means  of  determining   the
Performance Grant Actual Value of such Performance Grant. The
performance  objectives shall be based  on  such  measure  or
measures of performance, which may include, but need  not  be
limited  to, the performance of the Participant, the Company,
one  or  more Subsidiary, Parent or Affiliate of the Company,
or  one  or  more  of  divisions or  units  thereof,  or  any
combination  of  the  foregoing, as the  Administrator  shall
determine,  and  may be applied on an absolute  basis  or  be
relative  to  industry or other indices, or  any  combination
thereof. Each Performance Grant Actual Value of a Performance
Grant  shall be equal to the Performance Grant Maximum  Value
of  such Performance grant only if the performance objectives
are attained in full, but the Administrator shall specify the
manner  in which the Performance Grant Actual Value shall  be
determined  if the performance objectives are  met  in  part.
Such performance measures, the Performance Grant Actual Value
or  the  Performance Grant Maximum Value, or any  combination
thereof,  may  be adjusted in any manner by the Administrator
at  any  time  and from time to time during  or  as  soon  as
practicable after the Performance Grant Award Period,  if  it
determines  that  such performance measures, the  Performance
grant Actual Value or the Performance Grant Maximum Value, or
any  combination  thereof,  are  not  appropriate  under  the
circumstances.

      8.4.   Termination.  The rights  of  a  Participant  in
Performance  Grants  awarded to  such  Participant  shall  be
provisional and may be canceled or paid in whole or in  part,
all as determined by the Administrator, if such Participant's
continuous  employment or performance  of  services  for  the
Company, any Parent, Subsidiary and Affiliate of the  Company
shall  terminate  for any reason prior  to  the  end  of  the
Performance Grant Award Period, except solely by reason of  a
period of Related Employment.

      8.5.  Determination of Performance Grant Actual Values.
The  Committee  shall  determine whether  the  conditions  of
Paragraphs  8.2  or  8.3  have been met  and,  if  so,  shall
ascertain  the Performance Grant Actual Value of  Performance
Grants.  If  a  Performance Grant has  no  Performance  Grant
Actual  Value, the Award of such Performance Grant  shall  be
deemed  to  have been canceled and the Associated  Award,  if
any,  may  be canceled or permitted to continue in effect  in
accordance   with  such  Associated  Award's  terms.   If   a
Performance Grant has a Performance Grant Actual  Value  and:
(a)  was not awarded in conjunction with an Associated Award,
the   Administrator  shall  cause  an  amount  equal  to  the
Performance Grant Actual Value of such Performance  Grant  to
be  paid  to the Participant or the Participant's beneficiary
as  provided below; or (b) was awarded in conjunction with an
Associated  Award,  the  Administrator  shall  determine,  in
accordance  with  criteria specified  by  the  Administrator,
whether  to  (i) to cancel such Performance Grant,  in  which
event  no  amount in respect thereof shall  be  paid  to  the
Participant  or  the  Participant's  beneficiary,   and   the
Associated  Award may be permitted to continue in  effect  in
accordance  with the Associated Award's terms, (ii)  pay  the
Performance  Grant  Actual Value to the  Participant  or  the
Participant's beneficiary as provided below, in  which  event
such  Associated Award may be canceled, or (iii) pay  to  the
Participant  or  the  Participant's beneficiary  as  provided
below,  the Performance Grant Actual Value of only a  portion
of  such  Performance  Grant, in which case  a  complimentary
portion  of the Associated Award may be permitted to continue
in  effect  in  accordance with its terms or be canceled,  as
determined  by the Administrator. Such determination  by  the
Administrator  shall  be  made  as  promptly  as  practicable
following  the end of the Performance Grant Award  Period  or
upon the earlier termination of employment or performance  of
services, or at such other time or times as the Administrator
shall  determine,  and  shall be made  pursuant  to  criteria
specified by the Administrator.

      8.6.  Payment. Payment of any amount in respect of  the


<PAGE>   [Exhibit 10.1 - Pg. 13]


Performance Grants which the Administrator determines to  pay
as provided in this Article 8 shall be made by the Company as
promptly  as  practicable after the end  of  the  Performance
Grant  Award  Period or at such other time or  times  as  the
Administrator  shall  determine, and may  be  made  in  cash,
Shares, other securities or property of the Company, or other
forms of payment, or any combination thereof or in such other
manner,  as  determined by the Administrator. Notwithstanding
anything in this Article 8 to the contrary, the Administrator
may determine and pay out a Performance Grant Actual Value of
a  Performance Grant at any time during the Performance Grant
Award Period.

ARTICLE 9.  STOCK BONUSES.

      9.1. Awards of Stock Bonuses. A Stock Bonus is an Award
of  Shares  (which  may  consist  of  Restricted  Stock)  for
services rendered to the Company or any Parent, Subsidiary or
Affiliate  of the Company. A Stock Bonus may be  awarded  for
past services already rendered to the Company, or any Parent,
Subsidiary or Affiliate of the Company pursuant to  an  Award
Agreement (the "Stock Bonus Agreement") that will be in  such
form (which need not be the same for each Participant) as the
Administrator will from time to time approve, and will comply
with  and be subject to the terms and conditions of the Plan.
A  Stock  Bonus  may  be  awarded upon satisfaction  of  such
performance  goals  as  are  set  out  in  advance   in   the
Participant's individual Award Agreement that will be in such
form (which need not be the same for each Participant) as the
Administrator will from time to time approve, and will comply
with  and be subject to the terms and conditions of the Plan.
Stock  Bonuses  may vary from Participant to Participant  and
between  groups  of Participants, and may be based  upon  the
achievement  of  the  Company,  any  Parent,  Subsidiary   or
Affiliate   of  the  Company  and/or  individual  performance
factors or upon such other criteria as the Administrator  may
determine.

      9.2  Terms  of  Stock Bonuses. The  Administrator  will
determine  the  number  of  Shares  to  be  awarded  to   the
Participant.  If  the Stock Bonus is being  earned  upon  the
satisfaction  of  performance goals set  forth  in  an  Award
Agreement,  then  the Administrator will: (a)  determine  the
nature,  length  and starting date of any performance  period
for  each  Stock Bonus; (b) select from among the performance
factors  to be used to measure the performance, if  any;  and
(c) determine the number of Shares that may be awarded to the
Participant.  Prior to the payment of any  Stock  Bonus,  the
Administrator shall determine the extent to which such  Stock
Bonuses have been earned. Performance periods may overlap and
Participants may participate simultaneously with  respect  to
Stock  Bonuses  that  are  subject to  different  performance
periods  and different performance goals and other  criteria.
The  number  of Shares may be fixed or may vary in accordance
with such performance goals and criteria as may be determined
by  the  Administrator.  The  Administrator  may  adjust  the
performance  goals applicable to the Stock  Bonuses  to  take
into  account changes in law and accounting or tax rules  and
to make such adjustments as the Administrator deems necessary
or  appropriate  to  reflect the impact of  extraordinary  or
unusual items, events or circumstances to avoid windfalls  or
hardships.

      9.3.   Form of Payment. The earned portion of  a  Stock
Bonus may be paid currently or on a deferred basis with  such
interest or dividend equivalent, if any, as the Administrator
may  determine. Payment may be made in the form  of  cash  or
whole  Shares or a combination thereof, either in a lump  sum
payment  or  in  installments, all as the Administrator  will
determine.

ARTICLE 10.  PAYMENT FOR SHARE PURCHASES.

   10.1.  Payment. Payment for Shares purchased  pursuant  to
this  Plan may be made in cash (by check) or, where expressly
approved  for the Participant by the Administrator and  where
permitted by law: (a) by cancellation of indebtedness of  the
Company  to the Participant; (b) by surrender of Shares  that
either  (i) have been owned by the Participant for more  than
six  months and have been paid for within the meaning of Rule
144 promulgated under the Securities Act (and, if such shares
were  purchased from the Company by use of a promissory note,
such note has been fully paid with respect to such shares) or
(ii)  were obtained by Participant in the public market;  (c)


<PAGE>   [Exhibit 10.1 - Pg. 14]


by  tender  of  a full recourse promissory note  having  such
terms  as  may be approved by the Administrator  and  bearing
interest  at a rate sufficient to avoid imputation of  income
under  Sections 483 and 1274 of the Code; provided,  however,
that  Participants who are not employees or directors of  the
Company  will  not  be  entitled to purchase  Shares  with  a
promissory  note  unless the note is  adequately  secured  by
collateral   other  than  the  Shares;  (d)  by   waiver   of
compensation  due or accrued to the Participant for  services
rendered; (e) with respect only to purchases upon exercise of
an  Option,  and  provided  that  a  public  market  for  the
Company's  stock  exists,  (i)  through  a  "same  day  sale"
commitment from the Participant and a broker-dealer that is a
member of the National Association of Securities Dealers  (an
"NASD Dealer") whereby the Participant irrevocably elects  to
exercise  the Option and to sell a portion of the  Shares  so
purchased to pay for the Exercise Price, and whereby the NASD
Dealer  irrevocably commits upon receipt of  such  Shares  to
forward  the Exercise Price directly to the Company, or  (ii)
through  a  "margin" commitment from the Participant  and  an
NASD  Dealer  whereby the Participant irrevocably  elects  to
exercise the Option and to pledge the Shares so purchased  to
the  NASD Dealer in a margin account as security for  a  loan
from the NASD Dealer in the amount of the Exercise Price, and
whereby  the NASD Dealer irrevocably commits upon receipt  of
such  Shares  to forward the Exercise Price directly  to  the
Company;  (f)  with respect only to officers,  directors  and
employees of the Company, unless otherwise determined by  the
Administrator,  and  with  respect  only  to  purchases  upon
exercise of an Option, by "cashless exercise," by stating  in
the  Exercise  Notice such intention and the  maximum  number
(the  "Maximum  Number")  of  shares  of  Common  Stock   the
Participant  desires  to  purchase (and  lose  the  right  to
purchase)  in  consideration of cancellation  of  Options  in
payment  for  such exercise. The number of shares  of  Common
Stock  the Participant shall receive upon such exercise shall
equal  the  difference  between the Maximum  Number  and  the
quotient  that  is obtained when the product of  the  Maximum
Number  and  the Exercise Price is divided by the  then  Fair
Market  Value  per  share;  (g) by  any  combination  of  the
foregoing;  or  (h)  by  any  other  lawful  means   as   the
Administrator, in its sole discretion, may determine.

  10.2. Loan Guarantees. The Company, in its sole discretion,
may assist a Participant in paying for Shares purchased under
the Plan by authorizing a guarantee by the Company of a third-
party loan to the Participant.

ARTICLE 11.  DEFERRAL OF COMPENSATION.

    11.1.  Deferral Terms. The Administrator shall  determine
whether  or  not an Award to a Participant shall be  made  in
conjunction with deferral of such Participant's salary, bonus
or  other  compensation,  or  any  combination  thereof,  and
whether or not such deferred amounts may be: (a) forfeited to
the  Company  or  to other Participants, or  any  combination
thereof, under certain circumstances (which may include,  but
need  not  be  limited to, certain types  of  termination  of
employment  or performance of services for the  Company,  any
Parent, Subsidiary and Affiliate); (b) subject to increase or
decrease in value based upon the attainment of or failure  to
attain,  respectively, certain performance  measures;  and/or
(c)  credited with income equivalents (which may include, but
need not be limited to, interest, dividends or other rates of
return) until the date or dates of payment of such Award,  if
any.

ARTICLE 12.  DEFERRED PAYMENT OF AWARDS.

   12.1.  Deferral Terms. The Administrator may specify  that
the  payment  of  all or any portion of cash,  Shares,  other
securities or property of the Company, or any other  form  of
payment, or any combination thereof, under an Award shall  be
deferred  until  a later date. Deferrals shall  be  for  such
periods or until the occurrence of such events, and upon such
terms,   as  the  Administrator  shall  determine.   Deferred
payments of Awards may be made by undertaking to make payment
in   the   future  based  upon  the  performance  of  certain
investment  equivalents (which may include, but need  not  be
limited  to, government securities, Shares, other securities,


<PAGE>   [Exhibit 10.1 - Pg. 15]


property  or  consideration,  or  any  combination  thereof),
together  with such additional amounts of income  equivalents
(which  may  be compounded and may include, but need  not  be
limited to, interest, dividends or other rates of return,  or
any combination thereof) as may accrue thereon until the date
or  dates  of payment, such investment equivalents  and  such
additional amounts of income equivalents to be determined  by
the Administrator.

ARTICLE 13. AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THE
PLAN.

   13.1.  Amendments  and Substitutions.  The  terms  of  any
outstanding Award under the Plan may be amended from time  to
time   by   the   Administrator  in  any  manner   that   the
Administrator deems appropriate (including, but  not  limited
to,  acceleration of the date of exercise of any Award and/or
payments thereunder, or reduction of the Exercise Price of an
Award);  provided,  however, that  no  such  amendment  shall
adversely  affect  in  a  material  manner  any  right  of  a
Participant   under  such  Award  without  the  Participant's
written  consent.  The Administrator may  permit  or  require
holders  of  Awards  to  surrender outstanding  Awards  as  a
condition  precedent  to the grant of new  Awards  under  the
Plan.

ARTICLE 14.  DESIGNATION OF BENEFICIARY BY PARTICIPANT.

   14.1. Designation. A Participant may designate one or more
beneficiaries  to  receive any rights and payments  to  which
such  Participant may be entitled in respect of any Award  in
the event of such Participant's death. Such designation shall
be  on  a  written  form acceptable to  and  filed  with  the
Administrator.  The Administrator shall  have  the  right  to
review  and  approve beneficiary designations. A  Participant
may  change the Participant's beneficiary(ies) from  time  to
time  in the same manner as the original designation,  unless
such  Participant  has made an irrevocable  designation.  Any
designation of beneficiary under the Plan (to the  extent  it
is  valid  and  enforceable under applicable  law)  shall  be
controlling  over  any  other  disposition,  testamentary  or
otherwise,  as  determined  by  the  Administrator.   If   no
designated beneficiary survives the Participant and is living
on  the date on which any right or amount becomes payable  to
such  Participant's beneficiary(ies), such  payment  will  be
made  to  the  legal  representatives  of  the  Participant's
estate, and the term "beneficiary" as used in the Plan  shall
be  deemed to include such person or persons. If there is any
question as to the legal right of any beneficiary to  receive
a   distribution  under  the  Plan,  the  Administrator   may
determine  that the amount in question be paid to  the  legal
representatives  of the estate of the Participant,  in  which
event  the  Company, the Administrator,  the  Board  and  the
Committee  and  the  members thereof  will  have  no  further
liability  to  any  person or entity  with  respect  to  such
amount.

ARTICLE 15.  CHANGE IN CONTROL.

   15.1.  Effect of a Change in Control.  Upon any Change  in
Control:  (a) each Stock Option and Stock Appreciation  Right
that  is  outstanding on the date of such Change  in  Control
shall   be   exercisable   in  full  immediately;   (b)   all
restrictions  with  respect to Restricted Stock  shall  lapse
immediately, and the Company's right to repurchase or forfeit
any  Restricted Stock outstanding on the date of such  Change
in  Control  shall  thereupon terminate and the  certificates
representing  such  Restricted Stock and  the  related  stock
powers  shall  be  promptly  delivered  to  the  Participants
entitled thereto; and (c) all Performance Grant Award Periods
for  the  purposes of determining the amounts  of  Awards  of
Performance  Grants shall end as of the end of  the  calendar
quarter  immediately preceding the date  of  such  Change  in
Control,  and  the  amount of the Performance  Grant  payable
shall  be  the  portion  of the maximum possible  Performance
Grant allocable to the portion of the Performance Grant Award
Period that had elapsed and the results achieved during  such
portion of the Performance Grant Award Period.

   15.2.  Change of Control. For this purpose,  a  Change  in
Control  shall be deemed to occur when and only when  any  of
the  following events first occurs: (a) any person who is not
currently  such  becomes the beneficial  owner,  directly  or


<PAGE>   [Exhibit 10.1 - Pg. 16]


indirectly, of securities of the Company representing 20%  or
more  of  the  combined voting power of  the  Company's  then
outstanding   voting  securities;  or  (b)  three   or   more
directors, whose election or nomination for election  is  not
approved  by  a majority of the Incumbent Board, are  elected
within  any single 24-month period to serve on the Board;  or
(c)  members  of  the Incumbent Board cease to  constitute  a
majority  of  the  Board without approval  of  the  remaining
members of the Incumbent Board; or (d) any merger (other than
a  merger where the Company is the survivor and there  is  no
accompanying Change in Control under clauses (a), (b) or  (c)
of   this   Section  15.2),  consolidation,  liquidation   or
dissolution  of  the  Company,  or  the  sale   of   all   or
substantially   all   of   the   assets   of   the   Company.
Notwithstanding the foregoing, a Change in Control shall  not
be  deemed  to  occur pursuant to clause (a) of this  Section
15.2  solely because 20% or more of the combined voting power
of the Company's outstanding securities is acquired by one or
more  employee benefit plans maintained by the Company or  by
any  other employer, the majority interest in which is  held,
directly or indirectly, by the Company. For purposes of  this
Article  15, the terms "person" and "beneficial owner"  shall
have the meaning set forth in Sections 3(a) and 13(d) of  the
Exchange Act, and in the regulations promulgated thereunder.

ARTICLE 16. PLAN AMENDMENT OR SUSPENSION.

   16.1.Plan Amendment or Suspension. The Plan may be amended
or suspended in whole or in part at any time and from time to
time by the Board, but no amendment shall be effective unless
and until the same is approved by stockholders of the Company
where  the  failure to obtain such approval  would  adversely
affect  the compliance of the Plan with Sections 162 and  422
of  the  Code, Rule 16b-3 and with other applicable  law.  No
amendment  of the Plan shall adversely affect in  a  material
manner any right of any Participant with respect to any Award
theretofore   granted  without  such  Participant's   written
consent.

ARTICLE 17.  PLAN TERMINATION

   17.1. Method of Plan Termination. The Plan shall terminate
upon  the earlier of the following dates or events to  occur:
(a)   upon  the  adoption  of  a  resolution  of  the   Board
terminating  the  Plan;  or  (b)  July  31,  2013;  provided,
however, that the Board may, prior to the expiration of  such
ten-year  period,  extend  the  term  of  the  Plan  for   an
additional period of up to five years for the grant of Awards
other than Incentive Stock Options.

   17.2.  Effect  of  Termination on Outstanding  Awards.  No
termination of the Plan shall materially alter or impair  any
of  the  rights  or obligations of any person,  without  such
person's  consent, under any Award theretofore granted  under
the  Plan, except that subsequent to termination of the Plan,
the Administrator may make amendments permitted under Article
13.

ARTICLE 18.  STOCKHOLDER ADOPTION.

   18.1. Stockholder Approval. The Plan shall be submitted to
the  stockholders  of  the Company  for  their  approval  and
adoption on or before August 1, 2003.

   18.2. Effectiveness of Plan Prior to Stockholder Approval.
The  Plan  shall  be effective upon approval  by  the  Board;
provided that no Shares shall be issued in excess of  20%  of
the  shares  of Common Stock outstanding as of  the  date  of
issuance  and  no  Incentive Stock Options  shall  be  issued
unless   and  until  the  Plan  has  been  approved  by   the
stockholders of the Company as provided in Section 18.1.

ARTICLE 19.  TRANSFERABILITY.

   19.1.  Transferability. Except as may be approved  by  the
Administrator where such approval shall not adversely  affect
compliance of the Plan with Sections 162 and 422 of the  Code
and/or Rule 16b-3, a Participant's rights and interest  under
the Plan may not be assigned or transferred, hypothecated  or
encumbered  in  whole  or  in  part  either  directly  or  by
operation  of  law or otherwise (except in  the  event  of  a
Participant's death) including, but not by way of limitation,
execution,  levy, garnishment, attachment, pledge, bankruptcy
or in any other manner; provided, however, that any Option or
similar  right  (including,  but  not  limited  to,  a  Stock
Appreciation Right) offered pursuant to the Plan shall not be


<PAGE>   [Exhibit 10.1 - Pg. 17]


transferable  other than by will or the laws  of  descent  or
pursuant   to  a  domestic  relations  order  and  shall   be
exercisable  during the Participant's lifetime only  by  such
Participant or such person receiving such option pursuant  to
a domestic relations order.

ARTICLE 20.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON
SHARES.

    20.1. Voting and Dividends. No Participant will have  any
of  the  rights of a stockholder with respect to  any  Shares
subject  to or issued pursuant to the Plan until such  Shares
are issued to the Participant. After Shares are issued to the
Participant, the Participant will be a stockholder  and  have
all  the rights of a stockholder with respect to such Shares,
including  the  right to vote and receive  all  dividends  or
other distributions made or paid with respect to such Shares;
provided, however, that if such Shares are Restricted  Stock,
then   any  new,  additional  or  different  securities   the
Participant  may become entitled to receive with  respect  to
such Shares by virtue of a stock dividend, stock split or any
other  change  in the corporate or capital structure  of  the
Company  will  be  subject to the same  restrictions  as  the
Restricted  Stock;  provided, further, that  the  Participant
will  have no right to retain such stock dividends  or  stock
distributions  with  respect  to  Restricted  Stock  that  is
repurchased at the Participant's Exercise Price in accordance
with  an  Award  Agreement with respect  to  such  Restricted
Stock.

    20.2.  Financial  Statements. The  Company  will  provide
financial  statements  to  each  Participant  prior  to  such
Participant's purchase of Shares under the Plan, and to  each
Participant  annually during the period such Participant  has
Awards  outstanding; provided, however, the Company will  not
be   required   to  provide  such  financial  statements   to
Participants  whose services in connection with  the  Company
assure them access to equivalent information.

   20.3.  Restrictions on Shares. At the  discretion  of  the
Administrator, the Company may reserve to itself  and/or  its
assignee(s)  in the Award Agreement a right to  repurchase  a
portion  of  or  all  Shares issued pursuant  to  such  Award
Agreement   and   held  by  a  Participant   following   such
Participant's  Termination at any time within 90  days  after
the  later  of  Participant's Termination Date  or  the  date
Participant purchases Shares under the Plan, for cash  and/or
cancellation   of   purchase  money  indebtedness,   at   the
Participant's  Exercise  Price or such  other  price  as  the
Administrator may determine at the time of the grant  of  the
Award.

ARTICLE 21.  CERTIFICATES.

   21.1.  Legal  Restrictions; Stock Legends. All  Shares  or
other securities delivered under this Plan will be subject to
such stock transfer orders, legends and other restrictions as
the  Administrator may deem necessary or advisable, including
restrictions under any applicable federal, state  or  foreign
securities   law,  or  any  rules,  regulations   and   other
requirements  promulgated  under  such  laws  or  any   stock
exchange or automated quotation system upon which the  Shares
may be listed or quoted and each stock certificate evidencing
such Shares and other certificates shall bear the appropriate
legend.

ARTICLE 22. ESCROW; PLEDGE OF SHARES.

  22.1 Deposit of Shares; Escrow. To enforce any restrictions
on  a  Participant's Shares, the Committee  may  require  the
Participant  to  deposit  all stock  certificates  evidencing
Shares,  together with stock powers or other  instruments  of
transfer   approved   by  the  Administrator,   appropriately
endorsed in blank, with the Company or an agent designated by
the  Company  to hold in escrow until such restrictions  have
lapsed  or  terminated,  and the Administrator  may  cause  a
legend  or legends referencing such restrictions to be placed
on  the  certificates. Any Participant who  is  permitted  to
execute  a  promissory note as partial or full  consideration
for the purchase of Shares under the Plan will be required to
pledge and deposit with the Company all or part of the Shares
so   purchased  as  collateral  to  secure  the  payment   of


<PAGE>   [Exhibit 10.1 - Pg. 18]


Participant's obligation to the Company under the  promissory
note;  provided, however, that the Administrator may  require
or  accept other or additional forms of collateral to  secure
the payment of such obligation and, in any event, the Company
will  have  full recourse against the Participant  under  the
promissory   note   notwithstanding   any   pledge   of   the
Participant's Shares or other collateral. In connection  with
any  pledge  of the Shares, Participant will be  required  to
execute  and deliver a written pledge agreement in such  form
as  the  Administrator will from time to  time  approve.  The
Shares  purchased with the promissory note  may  be  released
from the pledge on a pro rata basis as the promissory note is
paid.

ARTICLE 23.  EXCHANGE AND BUYOUT OF AWARDS.

   23.1. Exchange. The Administrator may, at any time or from
time to time, authorize the Company, with the consent of  the
respective Participants, to issue new Awards in exchange  for
the  surrender  and  cancellation of any or  all  outstanding
Awards.

   23.2 Buyout of Awards. The Administrator may, at any  time
or  from  time to time, authorize the Company to buy  from  a
Participant an Award previously granted with payment in cash,
Shares  (including Restricted Stock) or other  consideration,
based  on such terms and conditions as the Administrator  and
the Participant may agree.

ARTICLE 24.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

  24.1. Compliance with Applicable Laws. An Award will not be
effective  unless such Award is made in compliance  with  all
applicable  federal  and  state securities  laws,  rules  and
regulations of any governmental body, and the requirements of
any  stock exchange or automated quotation system upon  which
the  Shares  may  then be listed or quoted, as  they  are  in
effect on the date of grant of the Award and also on the date
of  exercise  or  other issuance. Notwithstanding  any  other
provision  in this Plan, the Company will have no  obligation
to  issue or deliver stock certificates for Shares under this
Plan  prior to: (a) obtaining any approvals from governmental
agencies  that the Administrator determines are necessary  or
advisable; and/or (b) completion of any registration or other
qualification of such Shares under any state or  federal  law
or  ruling  of  any governmental body that the  Administrator
determines to be necessary or advisable.

   24.2.  No  Obligation to Register Shares  or  Awards.  The
Company  will be under no obligation to register  the  Shares
under  the  Securities Act or to effect compliance  with  the
registration,  qualification or listing requirements  of  any
state  securities laws, stock exchange or automated quotation
system,  and  the  Company will have  no  liability  for  any
inability or failure to do so.

ARTICLE 25.  NO OBLIGATION TO EMPLOY.

    25.1.    No  Right  to  Employment  or  Continuation   of
Relationship. Nothing in this Plan or any Award granted under
the   Plan  will  confer  or  be  deemed  to  confer  on  any
Participant  any right to continue in the employ  of,  or  to
continue  any  other relationship with, the  Company  or  any
Parent,  Subsidiary or Affiliate of the Company or  limit  in
any way the right of the Company or any Parent, Subsidiary or
Affiliate   of   the   Company  to  terminate   Participant's
employment or other relationship at any time, with or without
cause.

ARTICLE 26. NON-EXCLUSIVITY OF THE PLAN.

   26.1.  Neither the adoption of the Plan by the Board,  the
submission of the Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as
creating  any  limitations on the power of the Board  or  the
Committee  to adopt such additional compensation arrangements
as   the   Board  may  deem  desirable,  including,   without
limitation,  the  granting  of  stock  options  and   bonuses
otherwise than under the Plan, and such arrangements  may  be
either  generally applicable or applicable only  in  specific
cases.

ARTICLE 27.  MISCELLANEOUS PROVISIONS.

   27.1.   No Rights Unless Specifically Granted. No employee
or  other person shall have any claim or right to be  granted
an  Award  under  the Plan under any contract,  agreement  or
otherwise. Determinations made by the Administrator under the
Plan  need  not be uniform and may be made selectively  among
Eligible  Participants under the Plan, whether  or  not  such
Eligible Participants are similarly situated.

   27.2.  No  Rights  Until  Written Evidence  Delivered.  No
Participant or other person shall have any right with respect
to  the Plan, the Shares reserved for issuance under the Plan


<PAGE>   [Exhibit 10.1 - Pg. 19]


or  in  any  Award,  contingent or otherwise,  until  written
evidence  of  the  Award, in the form of an Award  Agreement,
shall have been delivered to the recipient and all the terms,
conditions  and  provisions  of  the  Plan  and   the   Award
applicable to such recipient (and each person claiming  under
or through such recipient) have been met.

   27.3  Compliance  with Applicable Law.  No  Shares,  other
Company securities or property, other securities or property,
or  other  forms  of payment shall be issued  hereunder  with
respect to any Award unless counsel for the Company shall  be
satisfied  that  such  issuance will be  in  compliance  with
applicable   federal,  state,  local   and   foreign   legal,
securities exchange and other applicable requirements.

   27.4  Compliance with Rule 16b-3. It is the intent of  the
Company that the Plan comply in all respects with Rule  16b-3
under   the   Exchange   Act,   that   any   ambiguities   or
inconsistencies in construction of the Plan be interpreted to
give  effect  to such intention and that if any provision  of
the  Plan  is found not to be in compliance with Rule  16b-3,
such  provision shall be deemed null and void to  the  extent
required to permit the Plan to comply with Rule 16b-3.

   27.5.  Right  to  Withhold Payments. The Company  and  any
Parent,  Subsidiary and Affiliate of the Company  shall  have
the right to deduct from any payment made under the Plan, any
federal,  state,  local  or foreign  income  or  other  taxes
required  by law to be withheld with respect to such payment.
It  shall be a condition to the obligation of the Company  to
issue  Shares, other securities or property of  the  Company,
other  securities or property, or other forms of payment,  or
any combination thereof, upon exercise, settlement or payment
of  any  Award under the Plan, that the Participant  (or  any
beneficiary  or person entitled to act) pay to  the  Company,
upon  its  demand,  such amount as may be  requested  by  the
Company  for  the  purpose  of satisfying  any  liability  to
withhold  federal, state, local or foreign  income  or  other
taxes.  If the amount requested is not paid, the Company  may
refuse  to issue Shares, other securities or property of  the
Company,  other  securities or property, or  other  forms  of
payment, or any combination thereof. Notwithstanding anything
in  the Plan to the contrary, the Administrator may permit an
Eligible  Participant (or any beneficiary or person  entitled
to  act)  to  elect  to pay a portion or all  of  the  amount
requested by the Company for such taxes with respect to  such
Award,  at  such time and in such manner as the Administrator
shall deem to be appropriate, including, but not limited  to,
by  authorizing  the  Company to  withhold,  or  agreeing  to
surrender  to  the  Company on or about  the  date  such  tax
liability  is  determinable,  Shares,  other  securities   or
property  of  the Company, other securities or  property,  or
other forms of payment, or any combination thereof, owned  by
such  person or a portion of such forms of payment that would
otherwise  be distributed, or have been distributed,  as  the
case may be, pursuant to such Award to such person, having  a
fair market value equal to the amount of such taxes.

   27.6. Expenses of Administration. The expenses of the Plan
shall  be borne by the Company. However, if an Award is  made
to  an  individual employed by or performing services  for  a
Parent,  Subsidiary or Affiliate of the Company: (a) if  such
Award  results  in  payment of cash to the Participant,  such
Parent,  Subsidiary or Affiliate shall pay to the Company  an
amount  equal  to such cash payment unless the  Administrator
shall  otherwise determine; (b) if the Award results  in  the
issuance  by the Company to the Participant of Shares,  other
securities  or  property of the Company, other securities  or
property,  or  other  forms of payment,  or  any  combination
thereof, such Parent, Subsidiary or Affiliate of the  Company
shall,  unless  the Administrator shall otherwise  determine,
pay  to the Company an amount equal to the fair market  value
thereof, as determined by the Administrator, on the date such
Shares,  other  securities or property of the Company,  other
securities  or  property, or other forms of payment,  or  any
combination  thereof, are issued (or,  in  the  case  of  the
issuance  of Restricted Stock or of Shares, other  securities
or  property of the Company, or other securities or property,
or  other forms of payment subject to transfer and forfeiture



<PAGE>   [Exhibit 10.1 - Pg. 20]


conditions,  equal to the fair market value  thereof  on  the
date  on  which they are no longer subject to such applicable
restrictions),  minus  the amount, if any,  received  by  the
Company  in  respect  of the purchase of such  Shares,  other
securities  or  property of the Company, other securities  or
property  or  other  forms  of payment,  or  any  combination
thereof,  all as the Administrator shall determine;  and  (c)
the  foregoing obligations of any such Parent, Subsidiary  or
Affiliate  of the Company shall survive and remain in  effect
and  binding on such entity even if its status as  a  Parent,
Subsidiary  or  Affiliate of the Company should  subsequently
cease,  except  as otherwise agreed by the Company  and  such
Parent, Subsidiary or Affiliate.

   27.7.  Unfunded  Plan.  The Plan shall  be  unfunded.  The
Company  shall  not be required to establish any  special  or
separate  fund or to make any other segregation of assets  to
assure the payment of any Award under the Plan, and rights to
the payment of Awards shall be no greater than the rights  of
the Company's general creditors.

   27.8. Acceptance of Award Deemed Consent. By accepting any
Award  or other benefit under the Plan, each Participant  and
each  person claiming under or through such Participant shall
be  conclusively deemed to have indicated such  Participant's
(or  other  person's)  acceptance and  ratification  of,  and
consent  to,  any action taken by the Company, Administrator,
Board  or  Committee or their respective delegates under  the
Plan.

   27.9.  Fair  Market Value Determined By the Administrator.
Fair market value in relation to other securities or property
of  the Company, other securities or property or other  forms
of  payment  of  Awards under the Plan,  or  any  combination
thereof,  as of any specific time, shall mean such  value  as
determined by the Administrator in accordance with  the  Plan
and applicable law.

   27.10. Use of Terms. For the purposes of the Plan, in  the
use  of  any term, the singular includes the plural  and  the
plural includes the singular wherever appropriate.

   27.11. Filing of Reports. The appropriate officers of  the
Company shall cause to be filed any reports, returns or other
information  regarding Awards hereunder or any Shares  issued
pursuant hereto as may be required by Section 13 or 15(d)  of
the  Exchange Act (or any successor provision) or  any  other
applicable statute, rule or regulation.

   27.12     Rule  701  Awards.  In  the  absence  of  rules,
regulations  or  statutes to the contrary,  Share  or  Option
Awards  pursuant  to this Plan which are  granted  or  issued
prior  to  the  Company  becoming subject  to  the  reporting
requirements of the Exchange Act, may be issued pursuant  and
subject to the provisions of Rule 701 of the Act.

    27.13.   Validity;   Construction;  Interpretation.   The
validity,  construction, interpretation,  administration  and
effect  of  the  Plan, and of its rules and regulations,  and
rights  relating  to  the Plan and Award  Agreements  and  to
Awards  granted  under the Plan, shall  be  governed  by  the
substantive laws of the State of Florida.






<PAGE>   [Exhibit 10.1 - Pg. 21]