Exhibit 10.28



                                  THE TOWN BANK
                                       OF
                                    WESTFIELD

                         2001 EMPLOYEE STOCK OPTION PLAN

1.    Purpose of the 2001 Employee Stock Option Plan.

            The Town Bank of Westfield  (the  "Corporation")  desires to attract
and retain the best available employees  ("Eligible  Employees",  as hereinafter
defined) and to encourage their highest level of performance.  The 2001 Employee
Stock Option Plan (the  "Employee  Stock Option Plan") is intended to contribute
significantly to the attainment of these  objectives by (i) providing  long-term
incentives  and  rewards to all  Eligible  Employees  who are in a  position  to
contribute  to  the  long-term  success  and  growth  of the  Corporation,  (ii)
assisting the  Corporation  and any subsidiary of the  Corporation in attracting
and  retaining  Eligible  Employees  with  experience  and  ability,  and  (iii)
associating  more closely the interests of the Eligible  Employees with those of
the Corporation's stockholders.

            The term "Eligible  Employees" as used in this Employee Stock Option
Plan means the employees and Officers of (i) the Corporation, (ii) any parent of
the Corporation, or (iii) any subsidiary of the Corporation.

2.    Scope and Duration of the Employee Stock Option Plan.

            Under the  Employee  Stock  Option  Plan,  options  (singularly,  an
"Option",  collectively,  the "Options") to purchase voting common stock,  $5.00
par value ("Common Stock") of the Corporation, may be granted, which options, if
granted to Eligible Employees who are also employees (including Officers who are
employees) of the Corporation,  a parent corporation or a subsidiary corporation
of the Corporation,  may, at the time of grant, be designated as incentive stock
options  ("ISOs"),  with the  attendant  tax  benefits,  as  provided  for under
sections 421 and 422 of the Internal  Revenue Code of 1986, as amended,  and any
successor  statute  and  regulations  promulgated  or proposed  thereunder  (the
"Code").  The aggregate number of shares of Common Stock reserved for grant from
time to time under the  Employee  Stock  Option Plan is 28,465  shares of Common
Stock,  which shares may be  authorized  but unissued  shares of Common Stock or
shares of Common Stock which shall have been or which may be  reacquired  by the
Corporation,  as the Board of  Directors of the  Corporation  shall from time to
time  determine.  In no event may there be dedicated  under the  Employee  Stock
Option Plan a number of shares of Common Stock of the  Corporation  greater than
five percent of the outstanding shares of Capital Stock of the Corporation.  The
aggregate number of shares of Common Stock reserved for grant under the Employee
Stock Option Plan shall be subject to adjustment as provided in Paragraph 11. If
an Option shall expire or terminate for any reason without having been exercised
in full, the shares  represented by the portion  thereof not so exercised  shall
(unless  the  Employee  Stock  Option  Plan shall have been  terminated)  become
available for other Options under the Employee  Stock Option Plan.  The Employee
Stock Option Plan shall become effective upon approval by the Board of Directors
and  stockholders  of the  Corporation  as provided in Paragraph 12.  Subject to
Paragraph  13, no Option shall be granted  under the Employee  Stock Option Plan
after the tenth (10th)  anniversary of the approval of the Employee Stock Option
Plan by the  stockholders of the  Corporation,  or December 31, 2011,  whichever
occurs first.

3.    Administration of the Employee Stock Option Plan.

            The Board of Directors of the Corporation  shall appoint a committee
(the  "Committee")  to administer  the Employee Stock Option Plan. The Committee
shall consist of either the entire Board of Directors  (provided that a majority
of the  Board  of  Directors  and a  majority  of the  Directors  acting  as the
Committee are  disinterested  persons) or a Committee  appointed by the Board of
Directors consisting of one or more disinterested  persons, who are Directors of
the Corporation, and who shall serve at the pleasure of the Board of Directors.

            The Committee  shall have authority in its  discretion,  subject to,
and not inconsistent  with, the express  provisions of the Employee Stock Option
Plan,  to direct the grant of Options;  to determine  the purchase  price of the


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Common Stock  covered by each Option,  the Eligible  Employees to whom,  and the
time or times at which,  Options shall be granted and the number of shares to be
covered by each Option;  to designate Options as ISOs; to interpret the Employee
Stock  Option  Plan;  to  determine  the time or times at which  Options  may be
exercised; to prescribe, amend and rescind rules and regulations relating to the
Employee  Stock  Option  Plan,  including,  without  limitation,  such rules and
regulations  as it shall deem  advisable to insure that  transactions  involving
Options  may  qualify  for  exemption  under such rules and  regulations  as the
Securities  and Exchange  Commission may promulgate or propose from time to time
exempting  transactions  from Section  16(b) of the  Securities  Exchange Act of
1934; to determine the terms and provisions of, and to cause the  Corporation to
enter into,  agreements  with Eligible  Employees as a  prerequisite  to, and in
connection  with, a grant of Options  under the Employee  Stock Option Plan (the
"Agreements"), which Agreements may vary from one another as the Committee shall
deem appropriate;  and to make all other determinations it may deem necessary or
advisable  for  the  administration  of the  Employee  Stock  Option  Plan.  The
Committee may delegate to one or more of its members,  or to one or more agents,
those  administrative  duties as the Committee may deem advisable and may employ
(or  authorize  any person to whom it has  delegated  duties,  as  aforesaid) to
employ one or more persons to render  advice with respect to any  responsibility
it (or that person) may have under the Employee Stock Option Plan.

            The  Board of  Directors  of the  Corporation  may from time to time
appoint members of the Committee in substitution for, or in addition to, members
previously  appointed and may fill vacancies,  however caused, in the Committee.
The Committee  shall hold its meetings at such times and places as it shall deem
advisable.  Members may  participate in meetings  through  conference  telephone
calls or similar arrangements.  A majority of the members of the Committee shall
constitute a quorum.  All  determinations  of the  Committee  shall be made by a
majority of its members.  Any decision or  determination  reduced to writing and
signed by all of the members shall be fully  effective as if it had been made by
a majority  vote at a meeting duly called and held.  The Committee may appoint a
secretary,  shall keep  minutes of its  meetings,  and shall make such rules and
regulations  for the  conduct  of its  business  as it shall deem  necessary  or
advisable.  No  member  of the  Committee  shall be  liable  for any  action  or
determination  taken or made,  or not  taken or not  made,  in good  faith  with
respect to the Employee Stock Option Plan or any Option granted under it.

4.    Eligibility:  Factors to be Considered in Granting Options and Designating
      ISOs.

            (a) Options may be granted only to (i) employees (including Officers
who are employees) of the Corporation,  or a parent  corporation or a subsidiary
corporation  thereof on the date of grant  (Options so granted may be designated
as ISOs),  and (ii) to Officers of the  Corporation,  a parent  corporation or a
subsidiary  corporation thereof on the date of grant,  without regard to whether
they are employees.  In determining the persons to whom Options shall be granted
and the  number of shares of Common  Stock to be  covered  by each  Option,  the
Committee  shall take into  account  the nature of the duties of the  respective
persons,  their  present  and  potential   contributions  to  the  Corporation's
successful  operation or to successful  operation of a parent  corporation  or a
subsidiary  corporation  thereof,  as the case may be, and such other factors as
the Committee in its sole and absolute  discretion shall deem relevant.  Subject
to the  provisions  of  Paragraph  2, above,  an Eligible  Employee  may receive
Options on more than one occasion under the Employee Stock Option Plan.

            (b) In the case of each ISO granted to an  employee,  the  aggregate
fair  market  value  (determined  at the time the ISO is  granted) of the Common
Stock with  respect to which the ISO is  exercisable  for the first time by such
employee  during any calendar year (under all plans of the  Corporation  and any
parent  corporation  or any  subsidiary  corporation  thereof)  may  not  exceed
$100,000.

5.    Option Price.

            The  purchase  price per share of the Common  Stock  covered by each
Option shall be established by the Committee,  but in no event in the case of an
ISO shall it be less than the fair market  value of a share of the Common  Stock
on the date the ISO is granted or one hundred and ten percent (110%) of the fair
market  value of a share of the  Common  Stock on the date the ISO is granted if
the  Holder  owns  stock  possessing  more than ten  percent  (10%) of the total
combined  voting power of all classes of stock of the Corporation or of a parent
or subsidiary  corporation thereof (a "Ten Percent Holder"). In no event may the
option  price of a share of  Common  Stock be less than the  greater  of the par
value of the Common Stock or eighty-five  percent (85%) of its fair market value
on the date the Option is granted.  For all purposes  under the  Employee  Stock
Option Plan,  if at the time of grant the Common Stock


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is publicly traded, its fair market value shall be the last reported sale price,
regular way, on the last  preceding  trading  day, or, in case no such  reported
sale takes  place on that day,  the average of the last  reported  bid and asked
prices,  regular, in either case on the principal national securities  exchange,
if any, on which the Common Stock is admitted to trading or listed, or if not so
admitted to trading or listed on any national securities  exchange,  the average
of the closing  reported bid and asked prices on the last preceding  trading day
as  reported  by  the  National  Association  of  Securities  Dealers  Automated
Quotation  System  ("NASDAQ")  or any  comparable  system,  or if not listed for
quotation  through NASDAQ or any comparable  system,  the average of the closing
bid and asked  prices  on the last  preceding  trading  day as  recorded  by two
members of the National  Association of Securities  Dealers,  Inc. selected from
time to time by the Committee for that purpose. If the Committee shall determine
that no stock  quotation is  available or that the stock price  quotation is not
representative  of fair  market  value by  reason  of the lack of a  significant
number of recent  transactions  or otherwise,  the Committee may determine  fair
market  value  in  such  a  manner  as  it  shall  deem  appropriate  under  the
circumstances.  If,  at the  time an ISO is  granted,  the  Common  Stock is not
publicly traded,  the Committee shall make a good faith attempt to determine its
fair market  value.  The  determination  of the fair market  value of the Common
Stock shall be made by the Committee without regard to any  restrictions,  other
than a restriction  which, by its terms, will never lapse. The date on which the
Committee adopts a resolution  expressly  granting an Option shall be considered
the date on which that Option is granted.

6.    Term of Options.

            The term of each option shall be fixed by the  Committee,  but in no
event shall it be more than 10 years from the date of grant,  subject to earlier
termination  as provided in Paragraphs 9 and 10. The term of an ISO granted to a
third-party Ten Percent Holder shall be no more than five years from the date of
grant.

7.    Exercise of Options.

            (a) An Option may be  exercised,  in whole or in part,  from time to
time commencing on the first anniversary of the date of the grant of the Option.
However,  not more than 25  percent  of the  shares  subject to an Option may be
purchased  prior to the second  anniversary  of the date of grant of the Option,
not more than 50  percent of the  shares  subject to an Option may be  purchased
prior to the third anniversary of the date of grant of the option,  and not more
than 75 percent of the shares subject to an Option may be purchased prior to the
fourth anniversary of the date of grant of the Option. All shares not previously
purchased may be purchased after the fourth  anniversary of the date of grant of
the Option  provided  the Option has not lapsed or been  previously  terminated.
Notwithstanding  the foregoing,  (i) the Committee may in its  discretion  issue
Options from time to time which are immediately exercisable in full or which are
exercisable  at such  other  time or  times  as the  Committee  in its  sole and
absolute discretion determines, except that no Option shall be exercisable later
than ten years after its date of grant.

            (b) Options that are not designated as ISOs may be exercised in such
manner  and at such  time or times  as the  Committee  in its sole and  absolute
discretion  shall  determine,  except  that in no event shall any such Option be
exercisable later than ten years after its date of grant.

            (c) An Option may be exercised as to any or all, full or fractional,
shares of Common Stock as to which the Option is then exercisable.

            (d) The purchase  price of the shares of Common Stock as to which an
Option  is  exercised  shall  be paid in full in cash at the  time of  exercise;
provided,  that if  permitted  by related  Agreement  or by the  Committee,  the
purchase  price may be paid in whole or in part, in  installments.  In addition,
the Holder (as hereinafter  defined) shall,  upon notification of the amount due
and prior to, or  concurrently  with,  delivery  to the Holder of a  certificate
representing  such shares of Common Stock,  pay promptly any amount necessary to
satisfy  applicable  tax  requirements   (whether  federal,   state,  local,  or
otherwise).  If the  purchase  price is to be paid in  installments,  the Holder
shall pay the down payment,  if any, and the balance as the related Agreement or
Committee may permit.

            (e)  Except as  provided  in  Paragraphs  9 and 10, no Option may be
exercised unless the Holder thereof is then an Eligible  Employee or has been an
Eligible  Employee of the  Corporation  or any parent of the  Corporation or any
subsidiary of the Corporation or any combination  thereof (i) on the date of its
grant,  and,  (ii) in the case of an ISO,  from the date of grant,  continuously
until a date not earlier than a date which is three months (one year in the case
of a Holder who is disabled as provided in section  10(b),  below)  prior to the
date of exercise.


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<PAGE>

            (f) A Holder shall have the rights of a stockholder  with respect to
shares of Common  Stock  covered by an Option only upon  becoming  the Holder of
record of such shares of Common Stock.

8.    Nontransferability.

            No Options  granted  under the  Employee  Stock Option Plan shall be
transferable  other than by will or by the laws of descent and  distribution  of
any state  which has, or would  have,  jurisdiction  of the estate of a deceased
Option Holder.  Options may be exercised  during the lifetime of the Holder only
by the Holder.

9.    Termination of Relationship with the Corporation.

            (a) If a Holder ceases to be an Eligible Employee of the Corporation
or any parent or subsidiary  thereof  (except as set forth in this Paragraph 9),
such Option may, subject to the provisions of the Employee Stock Option Plan, be
exercised  (to the extent that he was  entitled  to exercise  such option at the
termination  of  his  employment  or  service  as an  Officer  pursuant  to  any
Agreement) at any time within 90 days after such termination,  but not more than
ten years  (five years in the case of a Ten  Percent  Holder)  after the date on
which such Option was granted.  Any Option held by a Holder (A) whose employment
with the  Corporation  shall be terminated for cause,  or (B) who is an employee
who  terminates  his  employment  voluntarily  and  without  the  consent of the
Corporation or any parent corporation or any subsidiary  corporation thereof, as
the case may be (which  consent  shall be presumed  in the case of  retirement),
shall, to the extent not theretofore exercised,  terminate immediately upon such
termination.

            (b) Other than as provided in Paragraph 9(a),  Options granted under
the Employee  Stock Option Plan shall not be affected by any change of duties or
job of a Holder so long as the Holder remains an Eligible Employee.

            (c) Any Agreement may contain such provisions as the Committee shall
approve with reference to the  determination  of the date employment  terminates
for  purposes  of the  Employee  Stock  Option  Plan and the effect of leaves of
absence, which provisions may vary from one Agreement to another.

            (d)  Nothing  in the  Employee  Stock  Option  Plan or in any Option
granted  pursuant  to the  Employee  Stock  Option  Plan shall  confer  upon any
Eligible  Employee  or other  person any right to  continue in the employ of the
Corporation or any parent corporation or any subsidiary  corporation thereof, or
affect the right of the  Corporation or any such parent  corporation or any such
subsidiary  corporation,  as the case may be, to terminate the employment of any
Eligible Employee at any time.

10.   Death or Disability of Holder.

            If a person to whom an Option has been  granted  under the  Employee
Stock Option Plan shall:

            (a) die (i) while he is employed by the Corporation or a corporation
which is a parent  corporation  or a subsidiary  corporation  thereof,  or while
serving as an Officer of any such corporation,  or (ii) within 90 days after the
termination of such employment (other than termination for cause or, in the case
of an  employee,  voluntarily  on  his  part  and  without  the  consent  of the
Corporation or a parent corporation or a subsidiary  corporation thereof, as the
case may be, which consent shall be presumed in the case of retirement); or

            (b) while employed by the  Corporation  or a corporation  which is a
parent  corporation or subsidiary  corporation  thereof,  become permanently and
totally  disabled  within  the  meaning of  Section  22(e)(3)  of the Code while
serving as an employee or an Officer of any such corporation, then to the extent
that the Option  was  exercisable  immediately  prior to the  happening  of such
event, such Option may be exercised as set forth herein by the Holder or, in the
event of death,  by the person or persons to whom the Holder's  rights under the
Option pass by will or applicable  law, or, if no such person has such right, by
his  executors or  administrators,  and the period for  exercise,  to the extent
provided  in  Paragraph  9, shall be  extended  to six months in the case of the
permanent and total disability or in the case of the death of the Holder, but no
more than ten years (five years in the case of a Ten Percent  Holder)  after the
date such Option was granted, as shall be prescribed in the Holder's Agreement.


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<PAGE>

11.   Adjustments upon Changes in Capitalization.

            (a) Each  Agreement  may contain such  provisions  as the  Committee
shall  determine to be appropriate for the adjustment of the number and class of
shares of Common Stock covered by such Option, the Option prices, and the number
of shares of Common Stock as to which Options shall be  exercisable at any time,
in the event of changes in the  outstanding  Common Stock of the  Corporation or
the  number of shares of Common  Stock to which any other  class of stock of the
Corporation  may  be  converted,  by  reason  of  stock  dividends,   split-ups,
split-downs,   reverse  splits,   recapitalizations,   mergers,  consolidations,
combinations or exchanges of shares, spin-offs,  reorganizations,  liquidations,
and the like. In the event of any such change in the outstanding Common Stock of
the Corporation, the aggregate number of shares of Common Stock or the number of
shares of Common Stock to which any other class of stock of the  Corporation may
be converted, as to which Options may be granted under the Employee Stock Option
Plan  and to any  Eligible  Employee  shall  be  appropriately  adjusted  by the
Committee,  whose determination shall be conclusive. No adjustment shall be made
in any minimum  number of shares of Common  Stock which may be  purchased at any
time.

            (b)  In  the  event  of  the   dissolution,   liquidation,   merger,
reorganization,  separation or consolidation of the Corporation or its parent or
a subsidiary,  or a sale of all or  substantially  all of the assets or stock of
the  Corporation  or its  parent  or a  subsidiary,  or the  disposition  by the
Corporation of substantially all of the assets or stock of a subsidiary of which
the Holder is then an employee  or  Officer,  then,  if the  Committee  shall so
determine, each Option under the Employee Stock Option Plan, if such event shall
occur with respect to the  Corporation  or its parent or a  subsidiary,  or each
Option  granted  to an  employee  or  Officer  of the  Corporation,  a parent or
subsidiary of the  Corporation  respecting  which such event shall occur,  shall
terminate  simultaneously  with the happening of such event, and the Corporation
shall pay the  Holder in lieu  thereof  an  amount  equal to (i) the  difference
between the fair market  value of one share of Common  Stock on the date of such
change, less the Option price per share of Common Stock,  multiplied by (ii) the
number of shares subject to the Option,  without regard to whether the Option is
then otherwise exercisable.

12.   Effectiveness of the Employee Stock Option Plan.

            The Employee  Stock  Option Plan shall become  effective on the date
that it is adopted by the Board of Directors  and such adoption is duly ratified
in  accordance  with  applicable  law by a vote of a two thirds  majority of the
stockholders entitled to vote thereon. At any time commencing on the date of the
adoption  of this  Employee  Stock  Option  Plan by the Board of  Directors  and
stockholders,  the  Committee  may, in its  discretion,  grant Options under the
Employee Stock Option Plan, the exercise of which shall be expressly  subject to
the condition  that at the time of exercise a Registration  Statement  under the
Securities  Act of 1933  (the  "Act")  with  respect  to such  shares  shall  be
effective, or other provision satisfactory to the Committee shall have been made
so that shares may be issued without violation of the Act or applicable state or
foreign  securities  laws.  If the  shares of the  Common  Stock  issuable  upon
exercise of an Option are not  registered  under the Act,  and if the  Committee
shall deem it  advisable,  the Holder may be required to represent  and agree in
writing (i) that such Holder will be  acquiring  such shares for his own account
and not with a view to the distribution  thereof, (ii) that any shares of Common
Stock  acquired  pursuant  to the  Employee  Stock  Option Plan will not be sold
except  pursuant to an  effective  registration  statement  under such Act or an
exemption  from the  registration  provisions of the Act and in accordance  with
applicable  state or foreign  securities laws, and (iii) that the Holder accepts
such restrictions on transfer of such shares (including, without limitation, the
affixing to any certificate  representing  such shares of an appropriate  legend
restricting  transfer of such shares),  as the Corporation may reasonably impose
under the Act or applicable state or foreign securities laws.

13.   Termination and Amendment of the Employee Stock Option Plan.

            The Board of Directors of the Corporation  may, at any time prior to
the  termination  under  Section 2, above,  of the  Employee  Stock Option Plan,
suspend,  terminate,  modify or amend the Employee  Stock Option Plan;  provided
that any increase in the aggregate number of shares of Common Stock reserved for
issue upon the exercise of Options, any increase in the maximum number of shares
for which Options may be granted to any Eligible Employee during any period, any
reduction in the purchase  price of the Common Stock covered by any Option,  any
extension of the period during which  Options may be granted or  exercised,  any
change in the formula for  determining  the amount  payable upon exercise of the
Option,  or any material  modification in the requirements as to


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<PAGE>

eligibility  for  participation  in the Employee  Stock  Option  Plan,  shall be
subject to the two thirds  approval of  stockholders  in the manner  provided in
Paragraph  12,  except  that any such  increase,  reduction,  or change that may
result from  adjustments  authorized  by  Paragraph 11 or  adjustments  based on
revisions to the Code (to the extent  permitted by such  authorities)  shall not
require such approval.  Further, no adjustment in the number of shares available
under the Employee Stock Option Plan shall violate the  limitations of Paragraph
2. No suspension, termination,  modification, or amendment of the Employee Stock
Option Plan may, without the express written consent of the Holder of an Option,
adversely affect the rights of such Holder under such Option.

14.   Financing for Investment in Stock of the Corporation.

            Upon  exercise by a Holder of an Option other than an ISO, the Board
of Directors may cause the  Corporation or any subsidiary to give or arrange for
financing,  including direct loans, secured or unsecured, or guaranties of loans
by banks  which  loans  may be  secured  in whole  or in part by  assets  of the
Corporation  or any  subsidiary,  to any  Eligible  Employee who shall have been
employed  or so served  for a period  of at least  six  months at the end of the
fiscal year last ended  immediately  prior to arranging such financing;  but the
Board of  Directors  may, in any  specific  case,  authorize  financing  for any
Eligible  Employee who shall not have served for such a period.  Such  financing
shall be for the purpose of providing  funds for the  purchase by such  Eligible
Employee  pursuant  to the  exercise  of an Option  and/or for  payment of taxes
incurred in connection  with such exercise,  and/or for the purpose of otherwise
purchasing or carrying a stock investment in the Corporation. The maximum amount
of liability incurred by the Corporation and its subsidiaries in connection with
all such financing outstanding shall be determined from time to time in the sole
and absolute discretion of the Board of Directors. Each loan shall bear interest
at a rate determined by the Committee  provided that such rate of interest shall
not be less than the lowest rate which avoids imputation of interest at a higher
rate under the Code. Each recipient of such financing shall be personally liable
for the full amount of all financing  extended to him. Such  financing  shall be
based  upon the  judgment  of the Board of  Directors  that such  financing  may
reasonably be expected to benefit the  Corporation,  and that such  financing as
may be granted shall be consistent  with the  Certificate of  Incorporation  and
bylaws of the Corporation or such subsidiary, and applicable laws.

            If any such financing is authorized by the Board of Directors,  such
financing shall be administered by the Committee.

15.   Withholding.

            In the discretion of the Committee,  the Corporation's obligation to
deliver the Common  Stock upon the exercise of an Option shall be subject to the
Holder's  satisfaction  of all  applicable  federal,  state,  and local income &
employment tax obligations.

16.   Severability.

            In the event that any one or more  provisions of the Employee  Stock
Option Plan or any Agreement, or any action taken pursuant to the Employee Stock
Option Plan or such  Agreement,  should,  for any reason,  be  unenforceable  or
invalid in any  respect  under the laws of the United  States,  any state of the
United States or any other government, such unenforceability or invalidity shall
not affect any other  provision  of the  Employee  Stock  Option  Plan or of any
Agreement but in such  particular  jurisdiction  and instance the Employee Stock
Option  Plan  and  the  affected   Agreement  shall  be  construed  as  if  such
unenforceable  or invalid  provision  had not been  contained  therein or if the
action in question had not been taken thereunder.

17.   Applicable Law.

            The   Employee   Stock   Option  Plan  shall  be  governed  by,  and
interpreted,  construed and applied in accordance with, the laws of the State of
New Jersey.

18.   Miscellaneous.

            1. The terms "parent corporation" and "subsidiary corporation" shall
have  the  meanings  set  forth  in  Sections   425(e)  and  (f)  of  the  Code,
respectively.


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<PAGE>

            2. The term "Holder"  shall refer to an Eligible  Employee who is an
employee or Officer of the Corporation,  a parent  corporation,  or a subsidiary
corporation  thereof who is granted an Option  under the  Employee  Stock Option
Plan and any person who is entitled to exercise such Holder's Option pursuant to
paragraphs 9 or 10.

            3. The term "disinterested person" shall mean a Committee member who
is not at the time he exercises  discretion in administering  the Employee Stock
Option Plan an Eligible  Employee  and has not at any time within one year prior
thereto been an Eligible Employee for selection as a person to whom stock may be
allocated or to whom stock options may be granted pursuant to the Employee Stock
Option Plan.


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