EXHIBIT 4.4


ADDENDUM


TO THE DANTZ DEVELOPMENT CORPORATION 

RESTATED EQUITY INCENTIVE PLAN (THE “PLAN”)


SUB-PLAN
FOR FRENCH PARTICIPANTS SUBJECT TO TAXATION IN FRANCE


1.     PURPOSES Of SUB-PLAN


        (a)     Dantz
Development Corporation (the “Company”) has adopted this addendum (the
“Sub-Plan”) to the Plan, so that Options granted to a French Participant whose
remuneration is subject to taxation in the Republic of France shall be provided
with the maximum benefits under the provisions of French law, and to provide
incentives for such French Participant to exert maximum efforts for the success
of the Company.


        (b)     The
Company intends that Options granted pursuant to the Sub-Plan shall qualify for
the favorable tax and social insurance treatment applicable to stock options
that comply with Articles L 225-177 to L 225-186 of the French Commercial Code,
and the relevant public rulings released by the French tax and social
authorities.  In the event of any conflict
between the provisions of the Plan and the provisions of the Sub-Plan, the
provisions of the Sub-Plan will apply.


        (c)     Options granted or to be granted to
French Participants shall be granted as provided by the Plan and
this Sub-Plan.  The terms of an Option
granted to a French Participant shall be determined by reference to such French
Participant’s respective Option Agreement, this Sub-Plan and the Plan. 


        (d)     Additional
terms and conditions provided by this Sub-Plan are specific to French
Participants whose remuneration is subject to taxation in the Republic of
France (and their successors in interest) only and do not affect the rights
afforded to any other employees of the Company or any Affiliates who are or may
be granted Options under the Plan.


2.     DEFINITIONS  


        The
terms defined in the Plan shall have the same defined meanings in this
Sub-Plan.  As used herein, the following additional
definitions shall apply:


        (a)     “French
Affiliate” means an Affiliate that is
organized under the laws of the Republic of France.


        (b)     “French
Employee” means an Employee resident in the
Republic of France at the time an Option is granted.


        (c)     “French
Participant” means an Optionholder who is a
French Employee.


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3.     ELIGIBILITY

        (a)     A
person shall not be granted an Option pursuant to the Sub-Plan unless such
person is a French Employee.  Notwithstanding any other provision
to the contrary, an Option granted to the “Président” shall not be deemed to
have been granted pursuant to this Sub-Plan, if at the time of grant of such
Option the Company is not listed on a public stock exchange in the Republic of
France.

        (b)     No
person shall be eligible for the grant of an Option if, at the time of the
grant, such person owns (or is deemed to own pursuant to the applicable laws of
the Republic of France) stock possessing more than ten percent (10%) of either:
(i) the total combined voting power of all classes of stock of the Company or
any of its Affiliates, or (ii) the Company’s capital shares (as defined under
the laws of the Republic of France).

        (c)     An
Option may not be granted during the times specified in Articles L 225-177 al 4
and L 225-177 al 5 of the French Commercial Code (i.e., during the twenty (20) trading days after
either the payment of a dividend or an increase of capital that has been
reserved to the Company’s shareholders).

        (d)     After
the Listing Date, any Option granted during the period commencing with the date
at which the “Président”
is aware of any information whose publication could have a substantial effect
on the fair market value of the Common Stock and ending on the date that is ten
(10) trading days after the public disclosure of such information shall not be
deemed to have been granted pursuant to this Sub-Plan.

        (e)     After
the Listing Date, any Option granted during the period commencing ten (10)
trading days preceding the publication of the consolidated or annual accounts
of the Company and ending on the date that is ten (10) trading days after the
publication of such accounts shall not be deemed to have been granted pursuant
to this Sub-Plan.

        (f)     Notwithstanding
anything in the Plan to the contrary, to the extent required by Article 225-185
of the French Commercial Code and 174-17 of the Decree of 23 March 1967, the
total number of shares of Common Stock issuable upon exercise of all
outstanding Options granted under the Plan cannon exceed one-third (1/3) of the
shares of Common Stock of the Company.

4.     OPTION PROVISIONS

        (a)     No option shall be exercisable after the
expiration of nine (9) years and six (6) months from the date it was granted.

        (b)     The
exercise price of an Option prior to the Listing Date shall be one hundred
percent (100%) of the Fair Market Value of the Common Stock on the date of
grant of such Option, and after the Listing Date shall be the greater of: (i)
ninety-five percent (95%) of the average closing price of the Common Stock
during the twenty (20) trading days preceding the date of grant of such Option
and (ii) one hundred percent (100%) of the Fair Market Value of the Common
Stock on the date of grant of such Option.

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        (c)     The
exercise price of an Option shall be adjusted only upon the occurrence of those
events specified under Articles L 225-177 to L 225-186 of the French Commercial
Code.

        (d)     Twenty
five percent (25%) of the shares subject to an Option shall vest one (1) year
after the date of grant and one forty-eighth (1/48) of the shares shall vest
monthly thereafter, subject to the French Participant’s Continuous Service.

5.     EXERCISE

        (a)     No additional shares of
Common Stock subject to an Option shall become exercisable after a French
Employee has been notified of the termination of his or her employment contract
for any reason other than death.  

        (b)     According to Article 225-183 of the French
Commercial Code, in the event of the death of a French Participant during the
French Participant’s Continuous Service, the Option shall become fully vested
and immediately exercisable by such French Participant’s heirs, but the heirs
may only exercise the Option within a period of time not to exceed six (6)
months following such French Participant’s death.  If, after the French Participant’s death, the Option is
not exercised within the time specified in the Option Agreement, the Option
shall terminate, and the shares covered by such Option shall revert to and
again become available for issuance pursuant to the Plan.

        (c)     Upon
the disability of a French Participant, as defined in the Second or Third
Categories of Articles L-341-4 of the French Social Security Law, the Option, to the extent vested, shall become
immediately exercisable by such French Participant but the French Participant
may only exercise the Option within a period of time not to exceed six (6)
months following such disability (and in no event after the date on which the
Option would otherwise terminate).  If,
after the French Participant’s disability, the Option is not exercised within
the time specified in the Option Agreement, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance pursuant to the Plan.

        (d)     Upon
exercise of an Option, the French Participant (or the French Participant’s
successor in interest) shall pay to the Company the exercise price and any and
all tax and/or social insurance charges for which the French Participant is
liable as a result of such exercise, but which may be required to be paid by
the Company or any French Affiliate, (i) in cash, (ii) by check, or (iii) by
credit transfer.  

6.     SALE OR OTHER DISPOSITION OF SHARES.  

        (a)     A
French Participant (or a French
Participant’s successor in interest) shall not sell or otherwise dispose
of all or any of the shares of Common Stock acquired upon exercise of the
Option that was granted on or before April 27, 2000 before the five (5) year anniversary of the date of grant of
the Option or such longer or shorter period as prescribed by French law on the
date of grant of the Option (the “Holding Period”), unless such sale is
otherwise permitted by Article 91ter Annex II of the French General Code
of Taxation. 

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        (b)     A
French Participant (or a French
Participant’s successor in interest) shall not sell or otherwise dispose
of all or any of the shares of Common Stock acquired upon exercise of the
Option that was granted after April 27, 2000 before the four (4) year anniversary of the date of grant of the Option or such
longer or shorter period as prescribed by French law on the date of grant of
the Option (the “Holding Period”), unless such sale is otherwise permitted by
Article 91ter Annex II of the French General Code of Taxation. 

        (c)     To
ensure that the shares of Common Stock will not be sold or otherwise disposed
of prior to the expiration of the Holding Period, the Company may require the
French Participant, as a sign of good faith, to deposit the certificate(s) evidencing
the shares of Common Stock that the French Participant acquires upon exercise
of the Option with an agent designated by the Company under the terms and
conditions of an escrow agreement approved by the Company.  

        (d)     If
the Company does not require an escrow deposit, as described in Section 6(b)
above, as a condition to the exercise of the Option, the Company reserves the
right at any later time to require the French Participant to so deposit the
certificate(s) in escrow. 

        (e)     In
the event of the death, dismissal, forced retirement, or disability (as defined
by Article L 341-4 of the French Social Security Code as Second or Third
category) of a French Participant, such French Participant (or such French
Participant’s successor in interest) may sell his or her shares of Common Stock
before the expiration of the Holding Period, but only in the case of dismissal
or forced retirement if such French Participant has an employment agreement
with the Company or an Affiliate and exercised the Option at least three months
prior to:  (i) such French Participant’s
notification of dismissal or (ii) the date of the termination of such French
Participant’s employment agreement upon his/her forced retirement, as
applicable.

        (f)     Upon
the sale or other disposition of all or any of the shares of Common Stock
acquired upon exercise of the Option, the French Participant (or the French
Participant’s successor in interest) must pay to the Company any and all tax
and/or social insurance charges for which the French Participant is liable as a
result of such exercise, but which may be required to be paid by the Company or
any French Affiliate, (i) in cash, (ii) by check, (iii) by credit transfer, or
(iv) by authorizing the Company or a third party to withhold such amount from
the proceeds of such sale or other disposition.

7.     NON-TRANSFERABILITY 

        The
terms of the Option shall provide that during the lifetime of the French
Participant, the Option may be exercised only by the French Participant.  The terms of the Option shall not permit
transfer of the Option, except on death and then only to the extent permitted
by the laws of the Republic of France.  

8.     MISCELLANEOUS

        The
adoption of the Sub-Plan, or the grant of an Option thereunder, does not confer
upon any French Participant any right to enter or remain in Continuous Service
and shall not be construed as part of an employment contract or agreement
between a French Participant and the Company or an Affiliate.

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9.     CHOICE OF LAW

        This
Sub-Plan is governed by applicable French corporate, securities, social and
income tax laws, and by those provisions of the Plan that do not contradict
those provisions of French law that are necessary for Options granted under the
Sub-Plan to qualify for the favorable tax and social insurance treatment
applicable to stock options that comply with Articles L 225-177 to L 225-186 of
the French Commercial Code.

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