EXHIBIT 10.10

                         RECOM MANAGED SYSTEMS, INC.
                              2002 STOCK PLAN

     1.   Purposes of the Plan.  The purposes of this Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business.  Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.  Stock
Purchase Rights may also be granted under the Plan.

     2.   Definitions.  As used herein, the following definitions shall apply:

          (a)   "Administrator" means the Board or any of its Committees as
shall be administering the Plan in accordance with Section 4 hereof.

          (b)   "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws
of any other country or jurisdiction where Options, Restricted Stock Awards or
Stock Purchase Rights are granted under the Plan.

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

          (d)   "Code" means the Internal Revenue Code of 1986, as amended.

          (e)   "Committee"  means a committee of Directors appointed by the
Board in accordance with Section 4 hereof.

          (f)   "Common Stock" means the Common Stock of the Company.

          (g)   "Company" means Recom Managed Systems, Inc., a Delaware
corporation.

          (h)   "Consultant" means any person who is engaged by the Company or
any Parent or Subsidiary to render consulting or advisory services to such
entity.

          (i)   "Director" means a member of the Board of Directors of the
Company.

          (j)   "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.

          (k)   "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company.  A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 181st day of such leave any Incentive
Stock Option held by the Optionee shall cease to be treated as an Incentive

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Stock Option and shall be treated for tax purposes as a Nonstatutory Stock
Option.  Neither service as a Director nor payment of a director's fee by the
Company shall be sufficient to constitute "employment" by the Company.

            (l)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (m)  "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                 (i)  If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

                 (ii)  If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common
Stock on the last market trading day prior to the day of determination; or

                 (iii)  In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

            (n)  "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

            (o)  "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

            (p)  "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

            (q)  "Option" means a stock option granted pursuant to the Plan.

            (r)  "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant.  The Option Agreement is subject to the terms and
conditions of the Plan.

            (s)  "Option Exchange Program" means a program whereby outstanding
Options are exchanged for Options with a lower exercise price.

            (t)  "Optioned Stock" means the Common Stock subject to an Option
or a Stock Purchase Right.

            (u)  "Optionee" means the holder of an outstanding Option or Stock
Purchase Right granted under the Plan.

            (v)  "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

            (w)  "Plan" means this 2002 Stock Plan.

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            (x)  "Restricted Stock Award" means an award of Common Stock
granted to a Service Provider pursuant to Section 12 that is subject to
certain restrictions imposed in accordance with the provisions of such
section.

            (y)  "Section 16(b)" means Section 16(b) of the Securities
Exchange Act of 1934, as amended.

            (z)  "Service Provider"  means an Employee, Director or
Consultant.

            (aa) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.

            (bb) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 11 below.

            (cc) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be subject to
option and issued under the Plan is 2,000,000 Shares.  The Shares may be
authorized but unissued, or reacquired Common Stock.

     If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated).  However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by
the Company at their original purchase price, such Shares shall become
available for future grant under the Plan.

     4.   Administration of the Plan.

         (a)  Administrator.  The Plan shall be administered by the Board or a
Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.

         (b)  Powers of the Administrator.  Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any relevant
authorities, the Administrator shall have the authority in its discretion:

              (i)  to determine the Fair Market Value;

              (ii)  to select the Service Providers to whom Options,
Restricted Stock Awards and Stock Purchase Rights may from time to time be
granted hereunder;

              (iii)  to determine the number of Shares to be covered by each
such award granted hereunder;

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              (iv)  to approve forms of agreement for use under the Plan;

              (v)  to determine the terms and conditions, of any Option,
Restricted Stock Awards or Stock Purchase Right granted hereunder.  Such terms
and conditions include, but are not limited to, the exercise price, the time
or times when Options or Stock Purchase Rights may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any
Option or Stock Purchase Right or the Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole discretion, shall
determine;

              (vi)  to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(e) instead of Common Stock;

              (vii)  to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option has declined since the date the Option was granted;

              (viii)  to initiate an Option Exchange Program;

              (ix)  to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

              (x)  to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares having a
Fair Market Value equal to the amount required to be withheld.  The Fair
Market Value of the Shares to be withheld shall be determined on the date that
the amount of tax to be withheld is to be determined.  All elections by
Optionees to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or
advisable; and

              (xi)  to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

          (c)  Effect of Administrator's Decision.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.

     5.   Eligibility.

          (a)  Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers.  Incentive Stock Options may be granted only to
Employees.

          (b)  Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of this

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Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted.  The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

          (c)  Neither the Plan nor any Option or Stock Purchase Right shall
confer upon any Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall it interfere in
any way with his or her right or the Company's right to terminate such
relationship at any time, with or without cause.

     6.   Term of Plan.  The Plan shall become effective upon its adoption by
the Board.  It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 15 of the Plan.

     7.   Term of Option.  The term of each Option shall be stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof.  In the case of an Incentive Stock
Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant or such shorter term as
may be provided in the Option Agreement.

     8.   Option Exercise Price and Consideration.

          (a)  The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

               (i)  In the case of an Incentive Stock Option

                    (A)  granted to an Employee who, at the time of grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.

                    (B)  granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the
date of grant.

               (ii)  In the case of a Nonstatutory Stock Option

                     (A)  granted to a Service Provider who, at the time of
grant of such Option, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of grant.

                     (B)  granted to any other Service Provider, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.

               (iii)  Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as required above pursuant to a
merger or other corporate transaction.


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          (b)  The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant).  Such consideration  may consist of (1)
cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case
of Shares acquired upon exercise of an Option, have been owned by the Optionee
for more than six months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised, (5) consideration received
by the Company under a cashless exercise program implemented by the Company in
connection with the Plan, or (6) any combination of the foregoing methods of
payment.  In making its determination as to the type of consideration to
accept, the Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company.

     9.   Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.  Except in the case of Options granted to
Officers, Directors and Consultants, Options shall become exercisable at a
rate of no less than 20% per year over five (5) years from the date the
Options are granted.  Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be tolled during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised.  Full
payment may consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and the Plan.  Shares
issued upon exercise of an Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the Optionee and his or her
spouse.  Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Shares, notwithstanding the
exercise of the Option.  The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised.  No adjustment will be made for
a dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.

          Exercise of an Option in any manner shall result in a decrease in
the number of Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.

          (b)  Termination of Relationship as a Service Provider.  If an
Optionee ceases to be a Service Provider, such Optionee may exercise his or
her Option within such period of time as is specified in the Option Agreement
(of at least thirty (30) days) to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
the Option as set forth in the Option Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable

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for three (3) months following the Optionee's termination.  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

          (c)  Disability of Optionee.  If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise
his or her Option within such period of time as is specified in the Option
Agreement (of at least six (6) months) to the extent the Option is vested on
the date of termination (but in no event later than the expiration of the term
of such Option as set forth in the Option Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee's termination.  If, on the date
of termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered
by such Option shall revert to the Plan.

          (d)  Death of Optionee.  If an Optionee dies while a Service
Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (of at least six (6) months) to the extent
that the Option is vested on the date of death (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement) by
the Optionee's estate or by a person who acquires the right to exercise the
Option by bequest or inheritance.  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Optionee's termination.  If, at the time of death, the Optionee
is not vested as to the entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan.  If the Option is
not so exercised within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

          (e)  Buyout Provisions.  The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based
on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

    10.   Non-Transferability of Options and Stock Purchase Rights.  The
Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

    11.   Stock Purchase Rights.

          (a)  Rights to Purchase.  Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan.  After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing or electronically of the terms, conditions and
restrictions related to the offer, including the number of Shares that such
person shall be entitled to purchase, the price to be paid, and the time
within which such person must accept such offer.  The terms of the offer shall

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comply in all respects with Section 260.140.42 of Title 10 of the California
Code of Regulations.  The offer shall be accepted by execution of a Restricted
Stock purchase agreement in the form determined by the Administrator.

          (b)  Repurchase Option.  Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with the Company for any reason (including death or
disability).  The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company.  The repurchase option shall lapse at such rate as the
Administrator may determine.  Except with respect to Shares purchased by
Officers, Directors and Consultants, the repurchase option shall in no case
lapse at a rate of less than 20% per year over five (5) years from the date of
purchase.

          (c)  Other Provisions.  The Restricted Stock purchase agreement
shall contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Administrator in its sole
discretion.

          (d)  Rights as a Stockholder.  Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those of a
stockholder and shall be a stockholder when his or her purchase is entered
upon the records of the duly authorized transfer agent of the Company.  No
adjustment shall be made for a dividend or other right for which the record
date is prior to the date the Stock Purchase Right is exercised, except as
provided in Section 13 of the Plan.

     12.  Restricted Stock Awards.

          (a)  Grant of Restricted Stock Awards.  Coincident with or following
designation for participation in the Plan, the Administrator may grant a
Service Provider one or more Restricted Stock Awards consisting of Shares of
Stock. The number of Shares granted as a Restricted Stock Award shall be
determined by the Administrator.

          (b)  Restrictions. A Service Provider's right to retain a Restricted
Stock Award granted to him under Section 12(a) shall be subject to such
restrictions, including but not limited to his continuous employment by or
performance of services for the Company for a restriction period specified by
the Administrator or the attainment of specified performance goals and
objectives, as may be established by the Administrator with respect to such
Award. The Administrator may in its sole discretion require different periods
of service or different performance goals and objectives with respect to
different Service Providers, to different Restricted Stock Awards or to
separate, designated portions of the Shares constituting a Restricted Stock
Award. In the event of the death or Disability of a Service Provider, or the
retirement of a Service Provider in accordance with the Company's established
retirement policy, all required periods of service and other restrictions
applicable to Restricted Stock Awards then held by him shall lapse with
respect to a pro rata part of each such Award based on the ratio between the
number of full months of employment or services completed at the time of
termination of services from the grant of each Award to the total number of
months of employment or continued services required for such Award to be fully

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nonforfeitable, and such portion of each such Award shall become fully
nonforfeitable. The remaining portion of each such Award shall be forfeited
and shall be immediately returned to the Company. If a Service Provider's
employment or consulting services terminate for any other reason, any
Restricted Stock Awards as to which the period for which services are required
or other restrictions have not been satisfied (or waived or accelerated as
provided herein) shall be forfeited, and all shares of Stock related thereto
shall be immediately returned to the Company.

          (c)  Privileges of a Stockholder, Transferability. A Service
Provider shall have all voting, dividend, liquidation and other rights with
respect to Stock in accordance with its terms received by him as a Restricted
Stock Award under this Section 12 upon his becoming the holder of record of
such Stock; provided, however, that the Service Provider's right to sell,
encumber, or otherwise transfer such Stock shall be subject to compliance with
all applicable securities laws.

          (d)   Enforcement of Restrictions. The Administrator shall cause a
legend to be placed on the Stock certificates issued pursuant to each
Restricted Stock Award referring to the restrictions provided by Sections
12(b) and (c) and, in addition, may in its sole discretion require one or more
of the following methods of enforcing the restrictions referred to in Sections
12(b) and (c).

                (i)  Requiring the Service Provider to keep the Stock
certificates, duly endorsed, in the custody of the Company while the
restrictions remain in effect; or

               (ii)  Requiring that the Stock certificates, duly endorsed, be
held in the custody of a third party while the restrictions remain in effect.

    13.  Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

         (a)  Changes in Capitalization.  Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Option or Stock Purchase Right, and the number of shares
of Common Stock which have been authorized for issuance under the Plan but as
to which no Options or Stock Purchase Rights have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Option or
Stock Purchase Right, as well as the price per share of Common Stock covered
by each such outstanding Option or Stock Purchase Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company.  The conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration."  Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
an Option or Stock Purchase Right.




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          (b)  Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee
to have the right to exercise his or her Option or Stock Purchase Right until
fifteen (15) days prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the Option or Stock Purchase
Right would not otherwise be exercisable.  In addition, the Administrator may
provide that any Company repurchase option applicable to any Shares purchased
upon exercise of an Option or Stock Purchase Right shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the
time and in the manner contemplated.  To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior
to the consummation of such proposed action.

          (c)  Merger or Asset Sale.  In the event of a merger of the Company
with or into another corporation or entity, or the sale of substantially all
of the assets of the Company, each outstanding Option and Stock Purchase Right
shall becomes fully vested and exercisable.

    14.  Time of Granting Options and Stock Purchase Rights.  The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the
date on which the Administrator makes the determination granting such Option
or Stock Purchase Right, or such other date as is determined by the
Administrator.  Notice of the determination shall be given to each Service
Provider to whom an Option or Stock Purchase Right is so granted within a
reasonable time after the date of such grant.

    15.  Amendment and Termination of the Plan.

         (a)  Amendment and Termination.  The Board may at any time amend,
alter, suspend or terminate the Plan.

         (b)  Stockholder Approval.  The Board shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

         (c)  Effect of Amendment or Termination.  No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to
exercise the powers granted to it hereunder with respect to Options granted
under the Plan prior to the date of such termination.

    16.  Conditions Upon Issuance of Shares.

         (a)  Legal Compliance.  Shares shall not be issued pursuant to the
exercise of an Option  unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.





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         (b)  Investment Representations.  As a condition to the exercise of
an Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such
a representation is required.

    17.  Inability to Obtain Authority.  The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

    18.  Reservation of Shares.  The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall
be sufficient to satisfy the requirements of the Plan.

    19.  Stockholder Approval.  The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan
is adopted.  Such stockholder approval shall be obtained in the degree and
manner required under Applicable Laws.

    20.  Information to Optionees and Purchasers.  The Company shall provide
to each Optionee and to each individual who acquires Shares pursuant to the
Plan, not less frequently than annually during the period such Optionee or
purchaser has one or more Options or Stock Purchase Rights outstanding, and,
in the case of an individual who acquires Shares pursuant to the Plan, during
the period such individual owns such Shares, copies of annual financial
statements.  The Company shall not be required to provide such statements to
key employees whose duties in connection with the Company assure their access
to equivalent information.




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