EXHIBIT
      10.1

    


    DIGITAL
      DOMAIN, INC.

    


    1995
      Stock Option Plan

    


    Section
      1.  Description
      of Plan. This
      is
      the 1995 Stock Option Plan (the “Plan”) of Digital Domain, Inc., a Delaware
      corporation (the “Company”). Under the Plan employees, directors, consultants
      and advisors of the Company or any of its subsidiaries, to be selected as below
      set forth, may be granted options (“Options”) to purchase shares of the Common
      Stock of the Company (“Common Stock”). For the purposes of the Plan, the term
“subsidiary” means any corporation 50% or more of the voting stock of which is
      owned by the Company or by a subsidiary (as so defined) of the Company. It
      is
      intended that the Options under the Plan will either qualify for treatment
      as
      incentive stock options under Section 422 of the Internal Revenue Code of 1986,
      as amended (the “Code”), and be designated Incentive Stock Options, or not
      qualify for such treatment and be designated Nonqualified Stock
      Options.

    


    Section
      2.  Purpose
      of this Plan. The
      purpose of the Plan and of granting options to specified employees, directors,
      consultants and advisors is to further the growth, development and financial
      success of the Company and its subsidiaries by providing additional incentives
      to such persons by assisting them to acquire shares of Common Stock and to
      benefit directly from the Company’s growth, development and financial
      success.

    


    Section
      3. Eligibility. The
      persons who shall be eligible to receive grants of Options under the Plan shall
      be the employees, directors, consultants and advisors of the Company or any
      of
      its subsidiaries. A person who holds an Option is herein referred to as a
“Participant.” More than one Option may be granted to any one Participant.
      Notwithstanding the foregoing, no Option may be granted to any person who then
      owns stock possessing more than 10% of the total combined voting power or value
      of all classes of stock of the Company unless (i) the Option Price (as
      hereinafter defined) is at least 110% of the fair market value of the Common
      Stock on the date of grant, and (ii) the termination date of such Option is
      not
      later than five years after the date such Option is granted.

    


    Only
      employees of the Company or a subsidiary may be granted Incentive Stock Options
      under the Plan. The aggregate fair market value (determined as of the time
      an
      Option is granted) of the Common Stock for which any Participant may be granted
      Incentive Stock Options first exercisable in any calendar year under the plan
      and any other incentive stock option plans (which qualify under Section 422
      of
      the Code) of the Company or any subsidiary shall not exceed
      $100,000.

    


    Section
      4. Administration. This
      Plan
      shall be administered by the Board of Directors of the Company (the “Board”).
      The Board of Directors may delegate such administration to a committee to be
      composed of not less than two member of the Board of Directors, in which case
      references to the “Board” hereunder shall mean such committee as from time to
      time constituted. The Board is authorized and empowered to administer the Plan
      and, subject to the Plan, (i) to select the Participants, to specify the number
      of shares of Common Stock with respect to which Options are granted to each
      such
      Participant, to specify the Option Price (as hereinafter defined) and the terms
      of Options, and in general to grant Options; (ii) to determine, subject to
      the
      limits of Section 3 hereof, whether Options will be Incentive Stock Options
      or
      Nonqualified Stock Options ; (iii) to determine the dates upon which Options
      shall be granted and to provide for the terms and conditions of the Options
      in a
      manner consistent with this Plan, which terms and conditions need not be
      identical as to the various Options granted; (iv) to interpret the Plan; (v)
      to
      prescribe, amend and rescind rules relating to the Plan; and (vi) to determine
      the rights and obligations of Participants under the Plan. The interpretation
      and construction by the Board of any provision of the Plan or of any Option
      granted thereunder shall be final. No member of the Board shall be liable for
      any action or determination made in good faith with respect to the plan or
      any
      Option granted under it.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      5. Shares
      Subject to the Plan.
       The
      number of shares of Common Stock which may be purchased pursuant to the exercise
      of Options granted under the Plan shall be 14,143,921 shares. Such number shall
      in any event be adjusted to reflect all stock splits, stock dividends or similar
      capital changes. Upon the expiration or termination for any reason of an
      outstanding Option which shall not have been exercised in full, any shares
      of
      Common Stock then remain unissued which shall have been reserved for issuance
      upon such exercise shall again become available for the granting of additional
      Options under the Plan.

    


    Section
      6. Option
      Price. The
      purchase price per share (the “Option Price”) of the shares of Common Stock
      underlying each Option shall be determined in each case by the Board with
      respect to each specific Option but shall not be less than the fair market
      value
      of such shares on the date of grant. Notwithstanding the above, the Option
      Price
      of the shares of Common Stock underlying each Option granted to any person
      who
      owns stock possessing more than 10% of the total combined voting power or value
      of all classes of stock of the Company shall not be less than 110% of the fair
      market value of such shares on the date of grant.

    


    Section
      7. Exercise
      of Options. Subject
      to all other provisions of the Plan, each Option shall become exercisable for
      the full number of shares of Common Stock subject thereto, or any part thereof,
      in such installments and at such intervals as the Board may in any specific
      case
      or cases specifically determine in granting such Option; provided, however,
      that
      (1) unless otherwise specifically provided by the Board in the case of an Option
      grant, each Option shall become exercisable as to one-fourth (1/4) of the full
      number of shares subject thereto on each of the first, second, third and fourth
      anniversary dates of the date of Option grant (such that the Option shall become
      fully exercisable on the fourth anniversary of the date of the grant), and
      (2)
      each Option shall in any event become exercisable as to at least one-fifth
      (1/5)
      of the full number of shares subject thereto on each anniversary date of the
      date of Option grant, and thus become fully exercisable not more than five
      years
      after the date of grant. Each Option shall terminate and expire, and shall
      no
      longer be subject to exercise, ten years after the date of grant thereof, or
      at
      such earlier date as the Board may otherwise specifically determine in granting
      such Option. The Option shall be exercised by the Participant by giving written
      notice to the Company specifying the number of full shares to be purchased
      and
      accompanied by payment of the full purchase price therefore in cash, by check
      or
      in such other form of lawful consideration (including promissory notes or shares
      of Common Stock then held by the Participant) as the Board in its sole
      discretion may approve.

    


    
      
        
        

      

      
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    Section
      8. Option. Each
      Option granted under the Plan shall be evidenced by a written stock option
      executed by the Company and delivered to the Participant, which shall be
      substantially in the form attached as Exhibit A hereto, or shall be in such
      other form as specified by the Board. Such stock option shall indicate whether
      such Option is to be an Incentive Stock Option or a Nonqualified Stock Option
      and, if an Incentive Stock Option, shall contain terms and conditions permitting
      such Option to qualify for treatment as an incentive stock option under Section
      422 of the Code.

    


    Section
      9. Issuance
      of Common Stock. The
      Company’s obligation to issue shares of Common Stock upon the exercise of an
      Option is expressly conditioned upon the making of such investment
      representations and related undertakings by the Participant (or his or her
      legal
      representative, heir or legatee, as the case may be) in order to comply with
      the
      requirements of any exemption from any securities law registration or other
      qualification of such shares which the Company in its sole discretion shall
      deem
      necessary or advisable. Such required representations and undertakings may
      include representations and agreements that such Participant (or his or her
      legal representative, heir or legatee): (a) is purchasing such shares for
      investment and not with any present intention of selling or otherwise disposing
      thereof; and (b) agrees to have placed upon the face and reverse of any
      certificates evidencing such shares a legend setting forth (i) any
      representations and undertakings which such Participant has given to the Company
      or a reference thereto, and (ii) that, prior to effecting any sale or other
      disposition of any such shares, the Participant must furnish to the Company
      an
      opinion of counsel, satisfactory to the Company and its counsel, to the effect
      that such sale or disposition will not violate the applicable requirements
      of
      state and federal laws and regulatory agencies.

    


    Section
      10. Nontransferability. No
      Option
      shall be assignable or transferable except by will or by the laws of descent
      and
      distribution. During the lifetime of a Participant, any Option granted to him
      or
      her shall be exercisable only by him or her. After the death of a Participant,
      the Option granted to him or her may be exercised, prior to its termination
      as
      provided by Section 13(b), only by his or her legal representative, his or
      her
      legatee or a person who acquired the right to exercise the Option by reason
      of
      the death of the Participant.

    


    Section
      11. Recapitalization,
      Reorganization, Merger, Consolidation or Sale of Assets.
      If the
      outstanding shares of Common Stock of the Company are increased, decreased
      or
      exchanged for different securities through reorganization, merger,
      consolidation, recapitalization, reclassification, stock split, stock dividend
      or like capital adjustment, a proportionate adjustment shall be made (a) in
      the
      aggregate number of shares of Common Stock which may be issued pursuant to
      the
      exercise of Options under the Plan, as provided in Section 5, and (b) in the
      number, price and kind of shares subject to any outstanding Option granted
      under
      the Plan.

    


    In
      the
      event of the proposed dissolution or liquidation of the Company, the Board
      shall
      notify each Participant at least fifteen (15) days prior to such proposed
      action. To the extent it has not been previously exercised in accordance with
      its terms, each Option will terminate immediately prior to the consummation
      of
      such proposed action.

    


    
      
        
        

      

      
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    In
      the
      event of any reorganization, merger or consolidation of the Company with or
      into
      another corporation in which the Company does not survive, or the sale by the
      Company of all or substantially all of its assets, all outstanding Options
      may
      be assumed (or equivalent options may be substituted) by the successor
      corporation (or a parent or subsidiary of such successor corporation) resulting
      from such reorganization, merger, consolidation or sale. If, in such event,
      all
      outstanding Options are not so assumed or substituted, all outstanding Options
      not so assumed shall terminate as of the date of the closing of the
      reorganization, merger, consolidation or sale. For purposes of this paragraph,
      the outstanding Options shall be considered assumed if the agreement governing
      such reorganization, merger, consolidation or sale provides that, following
      such
      merger, reorganization, consolidation or sale, each outstanding Option shall
      confer the right to purchase (subject to the retention of the original vesting
      schedule of each such Option), for each share of Common Stock subject thereto
      immediately prior to such transaction, the consideration (whether stock, cash,
      or other securities or property) received in the transaction by holders of
      Common Stock (or, in the case of such sale, ultimately distributable to such
      holders) for each share held on the effective date of the
      transaction.

    


    To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustments shall be made by the Board, whose determination in
      that respect shall be final, binding and conclusive. Except as hereinbefore
      expressly provided in this Section 11, the Participant shall have no rights
      by
      reason of any subdivision or consolidation of shares of stock of any class
      or
      the payment of any stock dividend or any other increase or decrease in the
      number of shares of stock of any class, and the number or price of shares of
      Common Stock subject to any Option shall not be affected by, and no adjustment
      shall be made by reason of, any dissolution, liquidation, reorganization, merger
      or consolidation, or any issue by the Company of shares of stock of any class,
      or rights to purchase or subscribe for stock of any class, or securities
      convertible into shares of stock of any class.

    


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

    


    Section
      12. Rights
      as a Shareholder. A
      Participant holding an Option, or a transferee of an Option, shall have no
      rights as a shareholder with respect to any shares covered by his or her Option
      until the date of the issuance of a stock certificate to him or her for such
      shares, and no adjustment shall be made for dividends (ordinary or
      extraordinary, whether in cash, securities or other property) or distributions
      or other rights for which the record date is prior to the date such stock
      certificate is issued, except as expressly provided in Section 11.

    


    Section
      13. Termination
      of Options. Each
      Option granted under the Plan shall set forth a termination date thereof, which
      date shall be not later than ten years from the date such Option is granted.
      In
      any event, all Options shall terminate and expire upon the first to occur of
      the
      following events:

    


    
      
        
        

      

      
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    (a) the
      expiration of 60 days from the date of such Participant’s termination of
      employment, either voluntary or involuntary (other than by the Company for
      Cause, as defined in paragraph (c) below, or by reason of death), except that
      if
      the participant is then disabled (within the meaning of Section 105(d)(4) of
      the
      Internal Revenue Code), the expiration of one year from the date of the
      Participant’s termination of employment;

    


    (b) the
      expiration of 180 days from the date of the death of such Participant if his
      or
      her death occurs while he or she is employed by the Company or any of its
      subsidiaries;

    


    (c) immediately,
      upon the Optionee’s termination of employment by the Company for Cause - a
      termination shall be deemed for “Cause” in the case of any termination by the
      company following (i) the repeated failure by the Optionee to substantially
      perform his or her material duties, terms or conditions of employment, (ii)
      the
      material breach by the Optionee of any material covenant contained in any
      agreement with the Company following any applicable notice and cure period
      set
      forth in such agreement, (iii) the engaging by the Optionee in conduct
      materially adverse to the Company, (iv) the material breach by the Optionee
      of
      any material provision of the Company’s rules and regulations in effect from
      time to time, or (v) the conviction (by trial or upon a plea) of the Optionee
      of
      a felony involving moral turpitude; or

    


    (d) the
      termination of the Option pursuant to Section 11 of the Plan.

     

    The
      termination of employment of a Participant by death or otherwise shall not
      accelerate or otherwise affect the number of shares with respect to which an
      Option may be exercised, and the Option may only be exercised with respect
      to
      that number of shares which could have been purchased under the Option had
      the
      Option been exercised by the Participant on the date of such
      termination.

    


    For
      purposes of the above, in the case of Options granted to Participants who are
      directors of the Company or consultants or advisors to the Company, “employment”
shall mean service as such director, consultant or advisor to the
      Company.

    


    Section
      14. Withholding
      of Taxes. The
      Company shall deduct and withhold from the wages, salary, bonus and other income
      paid by the Company to the Participant the requisite tax upon the amount of
      taxable income, if any, recognized by the Participant in connection with the
      exercise in whole or in part of any Option or the sale of Common Stock issued
      to
      the Participant upon exercise of the Option, all as may be required from time
      to
      time under any federal or state tax laws and regulations. This withholding
      of
      tax shall be made from the Company’s concurrent or next payment of wages,
      salary, bonus or other income to the Participant or by payment to the Company
      by
      the Participant of the required withholding tax, as the Board may
      determine.

    


    Section
      15. Termination
      of Plan. The
      Plan
      shall terminate when all Options granted hereunder either have been fully
      exercised, and all shares of Common Stock which may have been purchased pursuant
      to the exercise of such Options have been so purchased, or have expired, and
      in
      any event not later than 10 years from the date of the adoption of the plan
      or
      the date of the approval of the plan by the shareholders of the Company,
      whichever is earlier; provided, however, that the Board may in its absolute
      discretion terminate the Plan at any time. No such termination, other than
      as
      provided for in Section 11 hereof, shall in any way affect any Option then
      outstanding.

    


    
      
        
        

      

      
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    Section
      16.  Amendment
      of Plan. The
      Board
      may make such amendments to the Plan and, with the consent of each Participant
      affected, in the terms and conditions of granted Options, as it shall deem
      advisable, including, but not limited to, accelerating the time at which an
      Option may be exercised; provided, however, that the Board may not, without
      the
      approval of the holders of a majority of the voting stock of the Company, (a)
      increase the maximum number of shares subject to the Plan, except pursuant
      to
      Section11 of the Plan, (b) decrease the Option Price requirement of Section
      6 of
      the Plan (except as contemplated by Section 11 of the Plan), (c) modify the
      limit set forth in Section 3 of the Plan regarding the value of Common Stock
      for
      which any Participant may be granted Incentive Stock Options which become first
      exercisable in any calendar year, unless the provisions of the Code are likewise
      modified, or (d) in any material manner increase the benefits accruing to
      Participants under the Plan.

    


    Section
      17. Shareholder
      Approval. No
      Options shall become exercisable under this Plan unless and until this Plan
      is
      approved by a majority of the outstanding shares of the Company entitled to
      vote
      within twelve (12) months after the date of this Plan is adopted by the
      Board.

    


    Section
      18. Information
      to Optionees and Purchasers. The
      Company annually shall provide to each Participant financial statements, to
      the
      extent required by Section 260.140.46 of the rules of the California
      Commissioner of Corporations (the “Rules”), which have been approved by the
      Board. Such financial statements also shall be provided to each individual
      who
      was a Participant in the Plan, has acquired shares of Common Stock pursuant
      to
      the Plan and still owns such shares, to the extent required by the Rules. The
      stock option agreement of each Optionee shall include a confidentiality clause
      which provides that, by accepting the Option, the Participant agrees not to
      disclose any information contained in such financial statements, not to
      duplicate or transmit such information to any other person, and not to use
      such
      information for any purpose adverse to the Company.

     

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    DIGITAL
      DOMAIN, INC. 1995 STOCK OPTION PLAN

    


    STOCK
      OPTION AGREEMENT

    


    


    Optionee:
      ____________________________

    


    Grant
      Date: ____________________, 199__

    


    No.
      of
      Shares: ________________________

    


    Option
      Exercise Price: $________________ per share

    


    Vesting
      Commencement Date: ________________, 199__

    


    
      	
              Vesting
                Schedule:

            	
              Four
                years (vests as to 1⁄4 on each Anniversary
                date of the Vesting Commencement Date)

            
	 	 
	
              Type
                of Option:

            	
              ___
                Incentive Stock Option (“ISO”)

            
	 	
              ___
                Nonstatutory Stock Option

            
	 	 
	 	 
	
              EXECTUION
                OF THIS OPTION ON BEHALF OF DIGITAL DOMAIN, INC.:

            
	 	 
	 	
              DIGITAL
                DOMAIN, INC.

            
	 	 
	 	
              By:________________________

            
	 	 
	 	
              Title:_______________________

            
	 	 
	
              ACCEPTANCE
                OF THIS OPTION ON BEHALF OF OPTIONEE:

            
	 	 
	 	 
	 	
              _____________________________

            
	 	
              (Signature
                of Optionee)

            
	 	 


    

    THIS
      OPTION is granted as of the Grant Date indicated at the top of this page by
      Digital Domain, Inc., a Delaware corporation (the “Company”), to the Optionee
      indicated at the top of this page (the “Optionee”). Under the 1995 Stock Option
      Plan (the “Plan”), the Company has authorized the grant to the Optionee of an
      option to purchase shares of the Common Stock of the Company under the terms
      and
      conditions of this Option. This Option consists of nine numbered paragraphs,
      and
      has been executed by the Company at the top of this page.

    


    
      
        
        

      

      
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    1. Type
      of Option for Purposes of Tax Consequences. 

    


    This
      Option is intended to be treated as an Incentive Stock Option (“ISO”) qualifying
      under Section 422 of the Internal Revenue Code, or alternatively as a
      nonstatutory stock option which does not
      qualify
      under Section 422 of the Internal Revenue Code, as indicated by the appropriate
      check mark at the top of this page opposite “Type of Option.”

    


    2. Option;
      Number of Shares; Price. 

    


    The
      company grants to the Optionee the right (“Option”) to purchase all or any
      portion of the number of shares of the Common Stock of the company indicated
      at
      the top of the first page (“Stock”) at the purchase price per share indicated at
      the first page (the “Option Price”). This Option is subject to the terms and
      conditions stated herein and in the Plan, including but not limited to the
      provisions of the Plan under which this Option shall be subject to modification
      of and when certain events occur.

    


    
      
        3.
          Term
          of Option.

      

    

    


    This
      Option shall expire when the first of the following occurs:

    


    (a) the
      tenth
      anniversary date of the Vesting Commencement Date or the Grant Date (whichever
      is earlier) indicated at the top of the first page of this Option;

    


    (b) the
      expiration of sixty (60) days from the date of the Optionee’s termination of
      employment, either voluntary or involuntary (other than by the Company for
      Cause, as defined in paragraph (d) below, or by reason of death), except that
      if
      the Optionee is then disabled (within the meaning of Section 105(d)(4) of the
      Internal Revenue Code), the expiration of one year from the date of the
      Optionee’s termination of employment;

    


    (c) the
      expiration of 180 days from the date the Optionee dies if he dies while he
      is
      employed by the company or any of its subsidiaries;

    


    (d) immediately,
      upon the Optionee’s termination of employment by the Company for Cause - a
      termination shall be deemed for “Cause” in the case of any termination by the
      Company following (i) the repeated failure by the Optionee to substantially
      perform his or her material duties, terms or conditions of employment, (ii)
      the
      material breach by the Optionee of any material covenant contained in any
      agreement with the Company following any applicable notice and cure period
      set
      forth in such agreement, (iii) the engaging by the Optionee in conduct
      materially adverse to the Company, (iv) the material breach by the Optionee
      of
      any material provision of the Company’s rules and regulations in effect from
      time to time, or (v) the conviction (by trial or upon a plea) of the Optionee
      of
      a felony involving moral turpitude; or

     

    (e) the
      termination of the Option under the Plan.

    


    
      
        
        

      

      
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        4.
          Exercise
          of Option.

      

    

    


    This
      Option may be exercised by the Optionee (or, after his or her death, by the
      person designated in Section 5) only in accordance with the following
      provisions:

    


    (a) Manner
      of Exercise. This
      Option may be exercised by the Optionee upon delivery of the following to the
      Company at its principal executive offices:

    


    (i) a
      written
      notice of exercise which identifies this Option and states the number of shares
      of Stock then being purchased;

    


    (ii) a
      check
      or cash in the amount of the purchase price (or payment of the purchase price
      in
      such other form (or payment of the purchase price in such other form of lawful
      consideration as the Company’s Board of Directors may approve from time to time
      under the provisions of the Plan);

    


    (iii) a
      letter
      or agreement, if requested by the Company, in such form and substance as the
      Company may require, setting forth the investment intent of the Optionee and
      such other agreements and representations as described in the Plan; and


    


    (iv) a
      check
      or cash, if requested by the Company either before or after the Company’s
      receipt of the notice of exercise, in the amount of any taxes (other than stock
      issue or transfer taxes) which the Company is obligated to collect or withhold
      by reason of the exercise of this Option.

    


    (b) Vesting
      Schedule. One-fourth
      (1/4) of the shares of Stock subject to this Option shall vest (that is, become
      exercisable) on each of the first, second, third and fourth anniversary dates
      of
      the Vesting Commencement Date (which is indicated at the top of the first page
      of this Option). This Option may not be exercised as to any shares that are
      not
      vested.

    


    The
      vesting installments described above shall be cumulative, such that this Option
      may be exercised as to any or all of the Stock covered by an installment at
      any
      time or times after that installment becomes exercisable and until this Option
      expires or terminates.

    


    5. Termination
      of Employment. 

    


    The
      termination of the employment of the Optionee by death, disability or otherwise
      shall not accelerate or otherwise affect the number of shares with respect
      to
      which this Option may be exercised; provided, however, that this Option may
      only
      be exercised with respect to that number of shares which could have been
      purchased under this Option if this Option had been exercised by the Optionee
      on
      the date of termination.

    


    
      
        6.
          Death
          of Optionee; No Assignment.

      

    

    


    
      
        
        

      

      
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    The
      rights of the Optionee under this Option may not be assigned or transferred
      except by will or by the laws of descent and distribution. This Option shall
      be
      exercisable only by the Optionee during his or her lifetime. Any attempt to
      assign this Option in contravention of this Option shall be void and shall
      have
      no effect. If the Optionee should die while he is employed by the Company or
      a
      subsidiary, his or her legal representative, his or her legatee, or the person
      who acquired the right to exercise this Option by reason of the death of the
      Optionee (this group shall be collectively known as “successors”) succeeds to
      the Optionee’s rights under this Option. After the death of the optionee, only
      his or her successor may exercise this Option.

    


    
      
        7.
          No
          Rights as Shareholder.

      

    

    


    The
      Optionee shall have no rights as a shareholder of any shares of Stock covered
      by
      this Option until the date of issuance of a stock certificate to him or her.
      Except as may be provided under the Plan, the Company will make no adjustment
      for dividends (ordinary or extraordinary, whether in cash, securities or other
      property) or distributions or other rights for which the record date is prior
      to
      the date the stock certificate is issued.

    


    8. This
      Option Subject to Plan. 

    


    This
      Option is granted under the provisions of the plan and shall be interpreted
      in a
      manner consistent with it. Any provision in this Option inconsistent with the
      Plan shall be superseded and governed by the Plan. A copy of the Plan is
      available to the Optionee at the Company’s principal executive offices upon
      request and without charge.

    


    9. Notice
      of Disqualifying Disposition of ISO Stock. 

    


    If
      this
      Option is an ISO, and if the Optionee sells or otherwise disposes of any of
      the
      Stock acquired pursuant to exercise of this Option on or before the later of
      (a)
      the date two years after the Grant Date of this Option, or (b) the date one
      year
      after the date of exercise pursuant to which such Stock was acquired, the
      Optionee shall immediately notify the company in writing of such disposition.
      The Optionee agrees that the Optionee may be subject to income tax withholding
      by the Company on the compensation income recognized by the Optionee by reason
      of such disposition.

    


    10. Confidentiality
      of Financial Information. 

    


    The
      Optionee agrees to hold all financial information provided to the Optionee
      pursuant to the Plan in strictest confidence, not use it for any purpose adverse
      to the Company, and not duplicate or transmit such information to any other
      person.

    


    
      
        11.
          No
          Employment Agreement.

      

    

    


    THE
      VESTING OF THE SHARES OF STOCK SUBJECT TO THIS OPTION SHALL BE EARNED ONLY
      BY
      CONTINUED EMPLOYMENT AT THE WILL OF 

    
      
         

      

      
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    THE
      COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
      ACQUIRING SHARES OF STOCK HEREUNDER). Nothing in this Option, nor in the Plan
      (which is incorporated herein by reference), shall confer upon the Optionee
      any
      right with respect to continuation of employment by the company, nor shall
      it
      interfere in any way with the Company’s right (or the Optionee’s right) to
      terminate the Optionee’s employment at any time, with or without any
      cause.

     

     

     

     

    
 

    
      
        
        

      

      
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