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                                                                  EXHIBIT 10.3




                                  CYSIVE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN




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                                TABLE OF CONTENTS


<TABLE>
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1.    SHARES SUBJECT TO THE PLAN.....................................................................1

2.    ADMINISTRATION.................................................................................1

3.    INTERPRETATION.................................................................................1

4.    ELIGIBLE EMPLOYEES.............................................................................1

5.    PARTICIPATION IN THE PLAN......................................................................2

6.    PAYROLL DEDUCTIONS.............................................................................2

7.    RECORD OF PAYROLL DEDUCTIONS...................................................................2

8.    OFFERING AND PURCHASE PERIODS..................................................................2

9.    RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE................................................3

10.   TIMING OF PURCHASE; PURCHASE LIMITATION........................................................3

11.   ISSUANCE OF STOCK CERTIFICATES.................................................................4

12.   WITHHOLDING OF TAXES...........................................................................4

13.   ACCOUNT STATEMENTS.............................................................................4

14.   PARTICIPATION ADJUSTMENT.......................................................................4

15.   CHANGES IN ELECTIONS TO PURCHASE...............................................................5

16.   TERMINATION OF EMPLOYMENT......................................................................5

17.   RETIREMENT.....................................................................................5

18.   LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY.............................................6

19.   DEATH..........................................................................................6

20.   TERMINATION OF PARTICIPATION...................................................................7

21.   ASSIGNMENT.....................................................................................7

22.   APPLICATION OF FUNDS...........................................................................7

23.   NO RIGHT TO CONTINUED EMPLOYMENT...............................................................7
</TABLE>



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<TABLE>
<S>                                                                                                <C>
24.   AMENDMENT OF PLAN..............................................................................8

25.   EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN...............................................8

26.   EFFECT OF CHANGES IN CAPITALIZATION............................................................8

      26.1.    Changes in Stock......................................................................8

      26.2.    Reorganization in Which the Company Is the Surviving Corporation......................9

      26.3.    Reorganization in Which the Company Is Not the Surviving Corporation or Sale of
               Assets or Stock.......................................................................9

      26.4.    Adjustments...........................................................................10

      26.5.    No Limitations on Company.............................................................10

27.   GOVERNMENTAL REGULATION........................................................................10

28.   STOCKHOLDER RIGHTS.............................................................................10

29.   RULE 16B-3.....................................................................................10

30.   PAYMENT OF PLAN EXPENSES.......................................................................10
</TABLE>


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                                  CYSIVE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN



       The Board of Directors of Cysive, Inc. (the "Company") has adopted this
Employee Stock Purchase Plan (the "Plan") to enable eligible employees of the
Company and its participating Affiliates (as defined below), through payroll
deductions, to purchase shares of the Company's common stock, par value $0.01
per share (the " Common Stock"). The Plan is for the benefit of the employees of
Cysive, Inc. and any participating Affiliates. The Plan is intended to benefit
the Company by increasing the employees' interest in the Company's growth and
success and encouraging employees to remain in the employ of the Company or its
participating Affiliates. The provisions of the Plan are set forth below:

1.     SHARES SUBJECT TO THE PLAN.

       Subject to adjustment as provided in Section 26 below, the aggregate
number of shares of Common Stock that may be made available for purchase by
participating employees under the Plan is 500,000. The shares issuable under the
Plan may, in the discretion of the Board of Directors of the Company (the
"Board"), be authorized but unissued shares, treasury shares or issued and
outstanding shares that are purchased in the open market.

2.     ADMINISTRATION.

       The Plan shall be administered under the direction of the Compensation
Committee of the Board (the "Committee"). No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

3.     INTERPRETATION.

       It is intended that the Plan will meet the requirements for an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986 (the
"Code"), and it is to be so applied and interpreted. Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the
Plan, to prescribe, amend and rescind rules relating to it, and to make all
other determinations necessary or advisable in administering the Plan, all of
which determinations will be final and binding upon all persons.

4.     ELIGIBLE EMPLOYEES.

       Any employee of the Company and its designated Affiliates as determined
by the Board of Directors may participate in the Plan, except the following, who
are ineligible to participate: (a) an employee who has been employed by the
Company or any of its participating Affiliates for less than three months as of
the beginning of an Offering Period (as defined in Section 8 below); (b) an
employee whose customary employment is for less than five months in any calendar
year; (c) an employee whose customary



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employment is 20 hours per week or less; and (d) an employee who, after
exercising his or her rights to purchase shares under the Plan, would own shares
of Common Stock (including shares that may be acquired under any outstanding
options) representing five percent or more of the total combined voting power of
all classes of stock of the Company. The term "participating Affiliate" means
any company or other trade or business that is a subsidiary of the Company
(determined in accordance with the principles of Sections 424(e) and (f) of the
Code and the regulations thereunder). The Board may at any time in its sole
discretion, if it deems it advisable to do so, terminate the participation of
the employees of a particular participating Affiliate.

5.     PARTICIPATION IN THE PLAN.

       An eligible employee may become a participating employee in the Plan by
completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Payroll Department of the Company. The
form will authorize payroll deductions (as provided in Section 6 below) and
authorize the purchase of shares of Common Stock for the employee's account in
accordance with the terms of the Plan. Enrollment will become effective upon the
first day of the first Offering Period. Enrollment in this Plan is limited to
one Offering Period at a time.

6.     PAYROLL DEDUCTIONS.

       At the time an eligible employee submits his or her election to
participate in the Plan (as provided in Section 5 above), the employee shall
elect to have deductions made from his or her pay, on each pay day following his
or her enrollment in the Plan, and for as long as he or she shall participate in
the Plan. The deductions will be credited to the participating employee's
account under the Plan. An employee may not during any Offering Period change
his or her amount or percentage of payroll deduction for that Offering Period,
nor may an employee withdraw any contributed funds, other than in accordance
with Sections 15 through 20 below.

7.     RECORD OF PAYROLL DEDUCTIONS.

       The Company and participating Affiliates will cause to be maintained a
record of amounts credited to each participating employee authorizing a payroll
deduction pursuant to Section 6. The Company will not credit interest on the
balance of the employees' accounts during the Offering Period.

8.     OFFERING AND PURCHASE PERIODS.

       The Offering Periods and Purchase Periods shall be determined by the
Committee. If at the beginning of any Offering Period, the fair market value of
Common Stock shall be less than the fair market value of Common Stock on the
first day of any prior Offering Period which has not yet terminated, all
individuals who are participating in the Plan for that prior Offering Period
shall be automatically terminated from that prior Offering Period and be deemed
to have elected to participate in the current


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<PAGE>   6



Offering Period. All payroll deduction forms for the prior Offering Period will
be deemed to apply to the current Offering Period.


9.     RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE.

       Rights to purchase shares of Common Stock will be deemed granted to
participating employees as of the first trading day of each Offering Period. The
purchase price of each share of Common Stock (the "Purchase Price") shall be set
by the Committee; provided that in no event shall the Purchase Price be less
than the lesser of 85 percent of the fair market value of the Common Stock (i)
on the first trading day of the Offering Period or (ii) on the last trading day
of the Purchase Period; provided, further, that in no event shall the Purchase
Price be less than the par value of the Common Stock. For purposes of the Plan,
"fair market value" means the value of each share of Common Stock subject to the
Plan determined as follows: if on the determination date the shares of Common
Stock are listed on an established national or regional stock exchange, are
admitted to quotation on the National Association of Securities Dealers
Automated Quotation System, or are publicly traded on an established securities
market, the fair market value of the shares of Common Stock shall be the closing
price of the shares of Common Stock on such exchange or in such market (the
highest such closing price if there is more than one such exchange or market) on
the trading day immediately preceding the determination date (or if there is no
such reported closing price, the fair market value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of the shares of Common Stock is reported for
such trading day, on the next preceding day on which any sale shall have been
reported. If the shares of Common Stock are not listed on such an exchange,
quoted on such System or traded on such a market, fair market value shall be
determined by the Board in good faith.

10.    TIMING OF PURCHASE; PURCHASE LIMITATION.

       Unless a participating employee has given prior written notice
terminating such employee's participation in the Plan, or the employee's
participation in the Plan has otherwise been terminated as provided in Sections
15 through 20 below, such employee will be deemed to have exercised
automatically his or her right to purchase Common Stock on the last trading day
of the Purchase Period (except as provided in 15 below) for the number of shares
of Common Stock which the accumulated funds in the employee's account at that
time will purchase at the Purchase Price, subject to the participation
adjustment provided for in Section 14 below and subject to adjustment under
Section 26 below. Notwithstanding any other provision of the Plan, no employee
may purchase in any one calendar year under the Plan and all other "employee
stock purchase plans" of the Company and its participating Affiliates shares of
Common Stock having an aggregate fair market value in excess of $25,000,
determined as of the first trading date of the Offering Period as to shares
purchased during such period. Effective upon the last trading day of the
Purchase Period, a participating employee will become a stockholder with respect
to the shares purchased during such period, and will thereupon have all
dividend, voting and other ownership rights incident thereto. Notwithstanding
the


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foregoing, no shares shall be sold pursuant to the Plan unless the Plan is
approved by the Company's stockholders in accordance with Section 25 below.

11.      ISSUANCE OF STOCK CERTIFICATES.

         As of the last trading day of the Purchase Period, a participating
employee will be credited with the number of shares of Common Stock purchased
for his or her account under the Plan during such Offering Period. Shares
purchased under the Plan will be held in the custody of an agent (the "Agent")
appointed by the Committee. The Agent may hold the shares purchased under the
Plan in stock certificates in nominee names and may commingle shares held in its
custody in a single account or stock certificate without identification as to
individual participating employees. A participating employee may, at any time
following his or her purchase of shares under the Plan, by written notice
instruct the Agent to have all or part of such shares reissued in the
participating employee's own name and have the stock certificate delivered to
the employee.

12.    WITHHOLDING OF TAXES.

       To the extent that a participating employee realizes ordinary income in
connection with a sale or other transfer of any shares of Common Stock purchased
under the Plan, the Company may withhold amounts needed to cover such taxes from
any payments otherwise due and owing to the participating employee or from
shares that would otherwise be issued to the participating employee hereunder.
Any participating employee who sells or otherwise transfers shares purchased
under the Plan within two years after the beginning of the Offering Period in
which the shares were purchased must within 30 days of such transfer notify the
Payroll Department of the Company in writing of such transfer.

13.    ACCOUNT STATEMENTS.

       The Company will cause the Agent to deliver to each participating
employee a statement for each Purchase Period during which the employee
purchases Common Stock under the Plan, but no more frequently than every six
months, reflecting the amount of payroll deductions during the Purchase Period,
the number of shares purchased for the employee's account, the price per share
of the shares purchased for the employee's account and the number of shares held
for the employee's account at the end of the Purchase Period.

14.    PARTICIPATION ADJUSTMENT.

       If in any Purchase Period the number of unsold shares that may be made
available for purchase under the Plan pursuant to Section 1 above is
insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to Section 10 above, a participation adjustment
will be made, and the number of shares purchasable by all participating
employees will be reduced proportionately. Any funds then remaining in a
participating employee's account after such exercise will be refunded to the
employee.


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15.    CHANGES IN ELECTIONS TO PURCHASE.

       (a)    A participating employee may, at any time prior to the last day of
the Purchase Period, by written notice to the Company, direct the Company to
cease payroll deductions (or, if the payment for shares is being made through
periodic cash payments, notify the Company that such payments will be
terminated), in accordance with the following alternatives:

              (i) The employee's option to purchase shall be reduced to the
number of shares which may be purchased, as of the last day of the Purchase
Period, with the amount then credited to the employee's account; or

              (ii) Withdraw the amount in such employee's account and terminate
such employee's option to purchase.

       (b)    Any participating employee may decrease his or her payroll
deduction or periodic cash payments, to take effect on the first day of the next
following payroll period by delivering to the Company a new form regarding
election to participate in the Plan under Section 5 above.

       (c)    Any participating employee may increase his or her payroll
deduction or periodic cash payments, to take effect on the first day of the next
following Offering Period by delivering to the Company a new form regarding
election to participate in the Plan under Section 5 above.

16.    TERMINATION OF EMPLOYMENT.

       In the event a participating employee voluntarily leaves the employ of
the Company or a participating Affiliate, otherwise than by retirement under a
plan of the Company or a participating Affiliate, or is terminated by the
Company prior to the last day of the Purchase Period, the amount in the
employee's account will be distributed and the employee's option to purchase
will terminate.

17.    RETIREMENT.

       In the event a participating employee who has an option to purchase
shares leaves the employ of the Company or a participating Affiliate because of
retirement under a plan of the Company or a participating Affiliate the
participating employee may elect, within 60 days after the date of such
retirement or termination, but, in no event, later than the end of the current
Purchase Period, one of the following alternatives:

       (a)    The employee's option to purchase shall be reduced to the number
of shares which may be purchased, as of the last day of the Purchase Period,
with the amount then credited to the employee's account; or

       (b)    Withdraw the amount in such employee's account and terminate such
employee's option to purchase.


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       In the event the participating employee does not make an election within
the aforesaid 60-day period, he or she will be deemed to have elected subsection
17(b) above.

18.    LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY.

       Payroll deductions for shares for which a participating employee has an
option to purchase may be suspended during any period of absence of the employee
from work due to lay-off, authorized leave of absence or disability or, if the
employee so elects, periodic payments for such shares may continue to be made in
cash.

       If such employee returns to active service prior to the last day of the
Purchase Period, the employee's payroll deductions will be resumed and if said
employee did not make periodic cash payments during the employee's period of
absence, the employee shall, by written notice to the Company's Payroll
Department within 10 days after the employee's return to active service, but not
later than the last day of the Purchase Period, elect one of the following
alternatives:

       (a)    The employee's option to purchase shall be reduced to the number
of shares that can be purchased with the amount, if any, then credited to the
employee's account plus the aggregate amount, if any, of all payroll deductions
to be made thereafter; or

       (b)    Withdraw the amount in the employee's account and terminate the
employee's option to purchase.

       A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Purchase Period shall deliver written notice
to his or her employer on or before the last day of the Purchase Period,
electing one of the alternatives provided in the foregoing clauses (a) or (b) of
this Section 18. If any employee fails to deliver such written notice within 10
days after the employee's return to active service or by the last day of the
Purchase Period, whichever is earlier, the employee shall be deemed to have
elected subsection 18(b) above.

       If the period of a participating employee's lay-off, authorized leave of
absence or disability shall terminate on or before the last day of the Purchase
Period, and the employee shall not resume active employment with the Company or
a participating Affiliate, the employee shall receive a distribution in
accordance with the provisions of Section 17 of this Plan.

19.    DEATH.

       In the event of the death of a participating employee while the
employee's option to purchase shares is in effect, the legal representatives of
such employee may, within 60 days after the employee's death (but no later than
the last day of the Purchase Period) by


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<PAGE>   10


written notice to the Company or participating Affiliate, elect one of the
following alternatives:

       (a)    The employee's option to purchase shall be reduced to the number
of shares which may be purchased, as of the last day of the Purchase Period,
with the amount then credited to the employee's account; or

       (b)    Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

       In the event the legal representatives of such employee fail to deliver
such written notice to the Company or participating Affiliate within the
prescribed period, the election to purchase shares shall terminate and the
amount, then credited to the employee's account shall be paid to such legal
representatives.

20.    TERMINATION OF PARTICIPATION.

       A participating employee will be refunded all moneys in his or her
account, and his or her participation in the Plan will be terminated if either
(a) the Board elects to terminate the Plan as provided in Section 25 below, or
(b) the employee ceases to be eligible to participate in the Plan under Section
4 above. As soon as practicable following termination of an employee's
participation in the Plan, the Company will deliver to the employee a check
representing the amount in the employee's account and a stock certificate
representing the number of whole shares held in the employee's account. Once
terminated, participation may not be reinstated for the then current Offering
Period, but, if otherwise eligible, the employee may elect to participate in any
subsequent Offering Period.

21.    ASSIGNMENT.

       No participating employee may assign his or her rights to purchase shares
of Common Stock under the Plan, whether voluntarily, by operation of law or
otherwise. Any payment of cash or issuance of shares of Common Stock under the
Plan may be made only to the participating employee (or, in the event of the
employee's death, to the employee's estate). Once a stock certificate has been
issued to the employee or for his or her account, such certificate may be
assigned the same as any other stock certificate.

22.    APPLICATION OF FUNDS.

       All funds received or held by the Company under the Plan shall be
deposited with the Agent for the account of the participating employees.
Participating employees' accounts will not be segregated.

23.    NO RIGHT TO CONTINUED EMPLOYMENT.

       Neither the Plan nor any right to purchase Common Stock under the Plan
confers upon any employee any right to continued employment with the Company or
any of its


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participating Affiliates, nor will an employee's participation in the Plan
restrict or interfere in any way with the right of the Company or any of its
participating Affiliates to terminate the employee's employment at any time.

24.    AMENDMENT OF PLAN.

       The Board may, at any time, amend the Plan in any respect (including an
increase in the percentage specified in Section 9 above used in calculating the
Purchase Price); provided, however, that without approval of the stockholders of
the Company no amendment shall be made (a) increasing the number of shares
specified in Section 1 above that may be made available for purchase under the
Plan (except as provided in Section 26 below), (b) changing the eligibility
requirements for participating in the Plan, or (c) impairing the vested rights
of participating employees.

25.    EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN.

       The Plan shall be effective as of the date of adoption by the Board,
which date is set forth below, subject to approval of the Plan by a majority of
the votes present and entitled to vote at a duly held meeting of the
shareholders of the Company at which a quorum representing a majority of all
outstanding voting stock is present, either in person or by proxy; provided,
however, that upon approval of the Plan by the shareholders of the Company as
set forth above, all rights to purchase shares granted under the Plan on or
after the effective date shall be fully effective as if the shareholders of the
Company had approved the Plan on the effective date. If the shareholders fail to
approve the Plan on or before one year after the effective date, the Plan shall
terminate, any rights to purchase shares granted hereunder shall be null and
void and of no effect and all contributed funds shall be refunded to
participating employees. The Board may terminate the Plan at any time and for
any reason or for no reason, provided that such termination shall not impair any
rights of participating employees that have vested at the time of termination.
In any event, the Plan shall, without further action of the Board, terminate ten
(10) years after the date of adoption of the Plan by the Board or, if earlier,
at such time as all shares of Common Stock that may be made available for
purchase under the Plan pursuant to Section 1 above have been issued.

26.    EFFECT OF CHANGES IN CAPITALIZATION.

       26.1.  CHANGES IN STOCK.

       If the number of outstanding shares of Common Stock is increased or
decreased or the shares of Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend, or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the effective
date of the Plan, the number and kinds of shares that may be purchased under the
Plan shall be adjusted proportionately and accordingly by the Company. In
addition, the number and kind of shares for which rights are outstanding


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shall be similarly adjusted so that the proportionate interest of a
participating employee immediately following such event shall, to the extent
practicable, be the same as immediately prior to such event. Any such adjustment
in outstanding rights shall not change the aggregate Purchase Price payable by a
participating employee with respect to shares subject to such rights, but shall
include a corresponding proportionate adjustment in the Purchase Price per
share.

       26.2.  REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING CORPORATION.

       Subject to Section 26.3, if the Company shall be the surviving
corporation in any reorganization, merger or consolidation of the Company with
one or more other corporations, all outstanding rights under the Plan shall
pertain to and apply to the securities to which a holder of the number of shares
of Common Stock subject to such rights would have been entitled immediately
following such reorganization, merger or consolidation, with a corresponding
proportionate adjustment of the Purchase Price per share so that the aggregate
Purchase Price thereafter shall be the same as the aggregate Purchase Price of
the shares subject to such rights immediately prior to such reorganization,
merger or consolidation.

       26.3.  REORGANIZATION IN WHICH THE COMPANY IS NOT THE SURVIVING
              CORPORATION OR SALE OF ASSETS OR STOCK.

       Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Company is the surviving corporation) approved by
the Board that results in any person or entity owning more than 80 percent of
the combined voting power of all classes of stock of the Company, the Plan and
all rights outstanding hereunder shall terminate, except to the extent provision
is made in writing in connection with such transaction for the continuation of
the Plan and/or the assumption of the rights theretofore granted, or for the
substitution for such rights of new rights covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Plan
and rights theretofore granted shall continue in the manner and under the terms
so provided. In the event of any such termination of the Plan, all current
Purchase Periods and Offering Periods shall be deemed to have ended on the last
trading day prior to such termination, and in accordance with Section 10 above
the rights of each participating employee then outstanding shall be deemed to be
automatically exercised on such last trading day. The Board shall send written
notice of an event that will result in such a termination to all participating
employees not later than the time at which the Company gives notice thereof to
its stockholders.


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       26.4.  ADJUSTMENTS.

       Adjustments under this Section 26 related to stock or securities of the
Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.

       26.5.  NO LIMITATIONS ON COMPANY.

       The grant of a right pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

27.    GOVERNMENTAL REGULATION.

       The Company's obligation to issue, sell and deliver shares of Common
Stock pursuant to the Plan is subject to such approval of any governmental
authority and any national securities exchange or other market quotation system
as may be required in connection with the authorization, issuance or sale of
such shares.

28.    STOCKHOLDER RIGHTS.

       Any dividends paid on shares held by the Company for a participating
employee's account will be transmitted to the employee. The Company will deliver
to each participating employee who purchases shares of Common Stock under the
Plan, as promptly as practicable by mail or otherwise, all notices of meetings,
proxy statements, proxies and other materials distributed by the Company to its
stockholders. Any shares of Common Stock held by the Agent for an employee's
account will be voted in accordance with the employee's duly delivered and
signed proxy instructions. There will be no charge to participating employees in
connection with such notices, proxies and other materials.

29.    RULE 16B-3.

       Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor provision under the Securities
Exchange Act of 1934, as amended. If any provision of the Plan or action by the
Board fails to so comply, it shall be deemed null and void to the extent
permitted by law and deemed advisable by the Board. Moreover, in the event the
Plan does not include a provision required by Rule 16b-3 to be stated herein,
such provision (other than one relating to eligibility requirements, or the
price and amount of awards) shall be deemed automatically to be incorporated by
reference into the Plan.

30.    PAYMENT OF PLAN EXPENSES.

       The Company will bear all costs of administering and carrying out the
Plan; provided however, participating employees shall bear all costs incurred
subsequent to the issuance of stock certificates pursuant to Section 11.



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                                      * * *




                                      -11-
<PAGE>   15



       This Plan was duly adopted and approved by the Board of Directors of the
Company by unanimous written consent held on the 1st of September, 1999.


                                   /s/ JOHN R. LUND
                                  ----------------------------------
                                  John R. Lund
                                  Secretary of the Company


       This Plan was duly approved by the stockholders of the Company, by
written consent on the 1st of September, 1999.


                                   /s/ JOHN R. LUND
                                  -----------------------------------
                                  John R. Lund
                                  Secretary of the Company


       On April 17, 2000 the term "Offering Period" in part (ii) of Section 9 of
the Plan was changed to "Purchase Period" to reflect a ministerial correction to
the Plan pursuant to the authority granted to the Officers of the Company at the
time of the adoption of the Plan.


                                   /s/ JOHN R. LUND
                                  -----------------------------------
                                  John R. Lund
                                  Secretary of the Company



                                      -12-