Exhibit 4.8













                                  Global Marine
                           2001 Non-Employee Director
                         Stock Option and Incentive Plan
                                -----------------






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                               Global Marine Inc.

                                   Certificate
                                   -----------

              I, Alexander A. Krezel, the Corporate Secretary of Global Marine
Inc., having in my custody and possession the corporate records of said
corporation, do hereby certify that attached hereto is a true, correct and
complete copy of the Global Marine 2001 Non-Employee Director Stock Option and
Incentive Plan as presently in effect.

Dated:  May 17, 2001



                                        Alexander A. Krezel







<PAGE>




                    Global Marine 2001 Non-Employee Director
                         Stock Option and Incentive Plan

                                TABLE OF CONTENTS

                                                                            Page

SECTION 1 - GENERAL............................................................1
     1.1    Purpose............................................................1
     1.2    Participation......................................................1
     1.3    Operation and Administration.......................................1
     1.4    Construction and Definitions.......................................1

SECTION 2 - DEFINED TERMS......................................................1

SECTION 3 - OPTIONS............................................................3
     3.1    Definition.........................................................3
     3.2    Exercise Price.....................................................3
     3.3    Exercise...........................................................3
     3.4    Payment of Option Exercise Price...................................3
     3.5    Settlement of Award................................................4

SECTION 4 - OTHER STOCK AWARDS.................................................4
     4.1    Definition.........................................................4
     4.2    Restrictions on Stock Awards.......................................4

SECTION 5 - OPERATION AND ADMINISTRATION.......................................4
     5.1    Effective Date and Duration........................................4
     5.2    Shares Subject to Plan.............................................5
     5.3    Limit on Distribution..............................................6
     5.4    Taxes..............................................................6
     5.5    Shares as Payment..................................................7
     5.6    Dividends and Dividend Equivalents.................................7
     5.7    Payments...........................................................7
     5.8    Transferability....................................................7
     5.9    Form and Time of Elections.........................................7
     5.10   Agreement With Company.............................................7
     5.11   Limitation of Implied Rights.......................................8
     5.12   Evidence...........................................................8
     5.13   Action by Company or Related Company...............................8
     5.14   Separate Fund......................................................8
     5.15   Pooling of Interests Accounting....................................8

SECTION 6 - ADMINISTRATOR......................................................8
     6.1    Administration.....................................................8
     6.2    Powers of Administrator............................................9
     6.3    Delegation by Administrator........................................9

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     6.4    Information to be Furnished to Administrator.......................9
     6.5    Duplicated Signatures.............................................10

SECTION 7 - AMENDMENT AND TERMINATION.........................................10

                            ------------------------


                                       ii

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                                  Global Marine
                           2001 Non-Employee Director
                         Stock Option and Incentive Plan
                            ------------------------


                              SECTION 1 - GENERAL
                              -------------------

         1.1 Purpose. The Global Marine 2001 Non-Employee Director Stock Option
and Incentive Plan (the "Plan") has been established by Global Marine Inc. (the
"Company") to enable the Company to continue to attract and retain persons of
outstanding competence to serve as its non-employee directors and continue to
align the directors' interests with those of its other stockholders by
increasing their proprietary interest in the Company.

         1.2 Participation. Subject to the terms and conditions of the Plan, the
Administrator will determine and designate from time to time, from among the
Eligible Individuals, those persons to whom one or more Awards under the Plan
will be granted in consideration for their service to the Company, thereby
making such persons "Participants" in the Plan. At the discretion of the
Administrator, a Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be granted to a Participant.
Awards may be granted as alternatives to or in replacement of awards outstanding
under a plan or arrangement of a business or entity all or part of which is
acquired by the Company or a Related Company.

         1.3 Operation and Administration. The operation and administration of
the Plan, including the Awards made under the Plan, will be subject to the
provisions of Section 5 (relating to operation and administration).

         1.4 Construction and Definitions. Where the context admits, words in
any gender will include any other gender, words in the singular will include the
plural, and the plural will include the singular. Capitalized terms in the Plan
will be defined as set forth in the Plan, including the definition provisions of
Section 2.


                            SECTION 2 - DEFINED TERMS
                            -------------------------

         For purposes of the Plan, the terms listed below will be defined as
follows:

(a)      1990 Plan. The term "1990 Plan" has the meaning ascribed to it in
         paragraph (a) of subsection 5.2.

(b)      Administrator. The term "Administrator" has the meaning ascribed to it
         in subsection 6.1.

(c)      Agreement. The term "Agreement" has the meaning ascribed to it in
         subsection 5.10.

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(d)      Award. The term "Award" means any award or benefit granted to any
         Participant under the Plan, including without limitation the grant of
         Options and Stock Awards.

(e)      Board. The term "Board" means the Board of Directors of the Company.

(f)      Company. The term "Company" has the meaning ascribed to it in
         subsection 1.1.

(g)      Effective Date. The term "Effective Date" has the meaning ascribed to
         it in subsection 5.1.

(h)      Eligible Individual. The term "Eligible Individual" means any member of
         the Board who is not at the relevant time also an employee of the
         Company or a Related Company.

(i)      Exercise Price. The term "Exercise Price" has the meaning ascribed to
         it in subsection 3.2.

(j)      Fair Market Value. For purposes of determining the "Fair Market Value"
         of a share of Stock, the following rules will apply:

         (i)      If the Stock is at the time listed or admitted to trading on
         any stock exchange (including any transaction reporting system), then
         the "Fair Market Value" will be the mean between the lowest and highest
         reported sale prices of the Stock on the date in question as reported
         by the principal exchange on which the Stock is then listed or admitted
         to trading, including "composite" transactions if so reported. If no
         reported sale of Stock takes place on the date in question, including
         composite transactions if so reported, then the reported closing price
         of the Stock on the most recent date on which a reported sale did take
         place will be determinative of "Fair Market Value."

         (ii)     If the Stock is not at the time listed or admitted to trading
         on a stock exchange, the "Fair Market Value" will be the mean between
         the lowest reported bid price and highest reported asked price of the
         Stock on the date in question in the over-the-counter market, as such
         prices are reported in a publication of general circulation selected by
         the Administrator and regularly reporting the market price of the Stock
         in such market.

         (iii)    If the Stock is not listed or admitted to trading on any stock
         exchange or traded in the over-the-counter market, the "Fair Market
         Value" will be as determined in good faith by the Administrator.

(k)      Option. The term "Option" has the meaning ascribed to it in paragraph
         (a) of subsection 3.1.

(l)      Participant. The term "Participant" has the meaning ascribed to it in
         subsection 1.2.

(m)      Plan. The term "Plan" has the meaning ascribed to it in subsection 1.1.

(n)      Pricing Date. The term "Pricing Date" has the meaning ascribed to it in
         subsection 3.2.

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(o)      Related Company. The term "Related Company" means any direct or
         indirect majority-owned subsidiary of the Company (regardless of
         whether such subsidiary is organized as a corporation, partnership, or
         other entity) and, as determined in the discretion of the
         Administrator, any other business venture in which the Company has a
         significant interest.

(p)      Stock. The term "Stock" means shares of common stock of the Company.

(q)      Stock Award. The term "Stock Award" has the meaning ascribed to it in
         subsection 4.1.


                               SECTION 3 - OPTIONS
                               -------------------

         3.1 Definition. The grant of an "Option" entitles the Participant to
purchase shares of Stock at an Exercise Price established by the Administrator.
Options granted pursuant to this Plan are not qualified under Section 422 of the
Internal Revenue Code of 1986, as amended.

         3.2 Exercise Price. The "Exercise Price" of each Option granted under
this Section 3 will be established by the Administrator or will be determined by
a method established by the Administrator. The Exercise Price will not be less
than the aggregate Fair Market Value of the shares of Stock subject to the
Option as of the Pricing Date; provided, however, that if receipt of the Option
is conditioned on the Participant electing to forego his or her right to all or
any part of his or her cash retainer or other fees for service as a member of
the Board, the exercise price of the Option will not be less than such Fair
Market Value less the amount of retainer or other fees the Participant has
elected to forego. For purposes of the preceding sentence, the "Pricing Date"
will be the date on which the Option is granted, except that the Administrator
may provide that the Pricing Date is the date on which the recipient first
becomes an Eligible Individual, if the grant of the Option occurs not more than
90 days after the date the recipient first becomes an Eligible Individual.

         3.3 Exercise. Each Option will be exercisable in accordance with such
terms and conditions and during such fixed period of time as may be established
by the Administrator; provided, however, that such fixed period of time will end
no later than ten years from the date the Option is granted.

         3.4 Payment of Option Exercise Price. The payment of the Exercise Price
of an Option granted under this Section 3 will be subject to the following:

(a)      Subject to the following provisions of this subsection 3.4, the full
         Exercise Price for shares of Stock purchased upon the exercise of any
         Option will be paid at the time of such exercise except that, in the
         case of an exercise arrangement approved by the Administrator and
         described in paragraph (c) of this subsection 3.4, payment may be made
         as soon as practicable after the exercise.

(b)      The Exercise Price will be payable in cash or by tendering shares of
         Stock held by the Participant for at least six months (by either actual
         delivery of shares or by attestation, with such shares being valued at
         Fair Market Value as of the day of exercise), excluding

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<PAGE>

         any shares deemed unacceptable for any reason by the Administrator, or
         in any combination thereof, as determined by the Administrator.

(c)      The Administrator may permit a Participant to elect to pay the Exercise
         Price upon the exercise of an Option by authorizing a third party to
         sell some or all of the shares of Stock acquired upon exercise of an
         Option and remit to the Company a sufficient portion of the sale
         proceeds to pay the entire Exercise Price and tax withholding, if any,
         resulting from such exercise.

         3.5 Settlement of Award. Distribution following exercise of an Option,
and the shares of Stock distributed pursuant to such exercise, will be subject
to such conditions, restrictions and contingencies as the Administrator may
establish. The Administrator may in its discretion impose such conditions,
restrictions and contingencies with respect to shares of Stock acquired pursuant
to the exercise of an Option as the Administrator determines to be desirable.


                         SECTION 4 - OTHER STOCK AWARDS
                         ------------------------------

         4.1 Definition. A "Stock Award" is a grant of shares of Stock or of a
right to receive shares of Stock, or their cash equivalent or a combination of
both, in the future.

         4.2 Restrictions on Stock Awards. Each Stock Award will be subject to
such terms and conditions, restrictions and contingencies, if any, as the
Administrator shall determine. Restrictions and contingencies limiting the right
to receive shares of Stock, or their cash equivalent or a combination of both,
in the future pursuant to a Stock Award will limit such right for a minimum of
three years from the date such Stock Award is granted or be based on the
achievement of single or multiple performance goals over a period ending at
least one year from the date such Stock Award is granted. Such restrictions
and/or contingencies may terminate or be subject to termination before the
passage of the period or periods of time designated and/or the achievement of
such performance goals only in the event of the death, disability, or retirement
from or other non-cause termination of service as a member of the Board of the
holder of such Stock Award, or in the event of a change of control, as defined
in the terms of such Stock Award, of the Company. The performance goals may be
cumulative, annual or end-of-performance period goals, may be relative to a peer
group or based on increases or changes relative to stated values, and may be
based on such measure or measures as the Administrator may establish. Any
unrestricted grant of shares of Stock pursuant to a Stock Award will be made
only in lieu of cash retainer or other fees for service as a member of the Board
that otherwise would be payable by the Company or a Related Company.


                    SECTION 5 - OPERATION AND ADMINISTRATION
                    ----------------------------------------

         5.1 Effective Date and Duration. Subject to its approval by the
stockholders of the Company at the Company's 2001 annual meeting of
stockholders, the Plan will be effective as of May 17, 2001 (the "Effective
Date"). The Plan will be unlimited in duration and, in the event of Plan
termination, will remain in effect as long as any Awards under it are
outstanding.

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         5.2    Shares Subject to Plan.

(a)      (i)    Subject to the following provisions of this subsection 5.2, the
                maximum number of shares of Stock that may be delivered to
                Participants and their beneficiaries under the Plan will be
                equal to the sum of: (I) 750,000 shares of Stock; (II) any
                shares of Stock available for future awards under the Global
                Marine Inc. 1990 Non-Employee Director Stock Option Plan (the
                "1990 Plan") as of the date of its termination; and (III) any
                shares of Stock represented by awards granted under the 1990
                Plan that are forfeited, expire or are canceled without
                delivery of shares of Stock or which result in the forfeiture
                of shares of Stock back to the Company.

         (ii)   Any shares of Stock granted under the Plan that are forfeited
                because of the failure to meet an Award contingency or
                condition will again be available for delivery pursuant to new
                Awards granted under the Plan. To the extent any shares of
                Stock covered by an Award are not delivered to a Participant or
                beneficiary because the Award is forfeited or canceled, or the
                shares of Stock are not delivered because the Award is settled
                in cash, such shares will not be deemed to have been delivered
                for purposes of determining the maximum number of shares of
                Stock available for delivery under the Plan.

         (iii)  If the Exercise Price or other purchase price of any stock
                option or other award granted under the Plan or the 1990 Plan
                is satisfied by tendering shares of Stock to the Company by
                either actual delivery or by attestation, or if the tax
                withholding obligation, if any, resulting from the settlement
                of any such option or other award is satisfied by tendering or
                withholding shares of Stock, only the number of shares of
                Stock issued net of the shares of Stock tendered or withheld
                will be deemed delivered for purposes of determining the
                maximum number of shares of Stock available for delivery under
                the Plan.

         (iv)   Shares of Stock delivered under the Plan in settlement,
                assumption or substitution of outstanding awards or
                obligations to grant future awards under the plans or
                arrangements of another entity will not reduce the maximum
                number of shares of Stock available for delivery under the
                Plan, to the extent that such settlement, assumption or
                substitution is a result of the Company or a Related Company
                acquiring another entity or an interest in another entity.

(b)      Subject to paragraph (c) of this subsection 5.2, the following
         additional maximums are imposed under the Plan.

         (i)    The maximum number of shares of Stock that may be issued in
                conjunction with Awards granted pursuant to Section 4
                (relating to Stock Awards), other than Awards that
                Participants have elected to receive in lieu of cash retainer
                or other fees for service as members of the Board, shall be
                375,000 shares. In the event of an increase in the number of
                shares authorized in clause I in paragraph 5.2(a)(1) to be
                delivered under this Plan, said limitation will be increased
                proportionately.

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<PAGE>

         (ii)   The maximum number of shares of Stock that may be covered by
                Awards granted to any one individual during any calendar year
                pursuant to this Plan, other than Awards that a Participant
                has elected to receive in lieu of cash retainer or other fees
                for service as a member of the Board, will be 30,000 shares.
                In the event of an increase in the number of shares authorized
                in clause I in paragraph 5.2(a)(i) to be delivered under this
                Plan, said limitation will be increased proportionately.

(c)      If the outstanding securities of the class then subject to this Plan
         are increased, decreased, or exchanged for or converted into cash,
         property, or a different number or kind of shares or securities, or if
         cash, property, or shares or securities are distributed in respect of
         such outstanding securities, in either case as a result of a
         reorganization, reclassification, merger or other business combination,
         dividend (other than a regular, quarterly cash dividend), or other
         distribution, stock split, reverse stock split, spin-off, or the like,
         or if substantially all of the property and assets of the Company are
         sold, then, unless the terms of such transaction provide otherwise, (a)
         the maximum number and type of shares or other securities that may be
         issued under this Plan will be appropriately and proportionately
         adjusted, and (b) the number and type of shares or other securities or
         cash or other property that may be acquired pursuant to Options and
         Stock Awards theretofore awarded under this Plan and the exercise price
         of such Options or price, if any, of such Stock Awards will be
         appropriately and proportionately adjusted. The Administrator will
         determine in its sole discretion the appropriate adjustments to be
         effected pursuant to the immediately preceding sentence. No right to
         purchase or receive fractional shares will result from any adjustment
         pursuant to this paragraph (c) of subsection 5.2. In case of any such
         adjustment, the shares subject to the Option or Stock Award will be
         rounded up to the nearest whole share.

         5.3    Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan will be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company will have
         no liability to deliver any shares of Stock under the Plan or make any
         other distribution of benefits under the Plan unless such delivery or
         distribution would comply with all applicable laws (including without
         limitation the requirements of the Securities Act of 1933) and the
         applicable requirements of any securities exchange or similar entity.

(b)      To the extent the Plan provides for the issuance of stock certificates
         to reflect the issuance of shares of Stock, the issuance may be
         effected on a non-certificated basis to the extent not prohibited by
         applicable law or the applicable rules of any stock exchange.

         5.4    Taxes. Whenever the Company proposes or is required to
distribute Stock under the Plan, the Company may require the recipient to remit
to the Company or the Company or any Related Company may withhold from any
payments due or becoming due to the recipient an amount sufficient to satisfy
applicable Federal, state and local minimum statutory tax withholding
requirements, if any, prior to the delivery of any certificate for such shares;
provided, however, that, in the discretion of the Administrator, the Company may
withhold from the shares to be delivered shares with a Fair Market Value
sufficient to satisfy all or a portion of such tax withholding requirements, or
the Company may accept delivery of shares of Stock with

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<PAGE>

a Fair Market Value sufficient to satisfy all or a portion of such tax
withholding requirement, excluding any shares deemed unacceptable for any reason
by the Administrator. Whenever under the Plan payments are to be made to a
Participant or beneficiary in cash, such payments may be net of an amount
sufficient to satisfy any Federal, state and local tax withholding requirements.
The Company and any affiliate will not be liable to a Participant or any other
persons as to any tax consequence expected, but not realized, by any Participant
or other person due to the receipt or exercise of any Award.

         5.5    Shares as Payment. Subject to the overall limitation on the
number of shares of Stock that may be delivered under the Plan, the
Administrator may use available shares of Stock, valued at their Fair Market
Value, as the form of payment for any compensation, grants or rights earned or
due under any other compensation plans or arrangements of the Company or a
Related Company.

         5.6    Dividends and Dividend Equivalents. A Stock Award may provide
the Participant with the right to receive dividends or dividend equivalent
payments with respect to Stock, which may be paid currently, credited to an
account for the Participant or reinvested in shares of Stock credited to an
account for the Participant, and which may be settled in cash or Stock, as
determined by the Administrator. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Administrator
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.

         5.7    Payments. Awards may be settled through cash payments, the
delivery of shares of Stock, the granting of replacement Awards, or a
combination thereof as the Administrator shall determine. Any Award settlement,
including payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Administrator shall determine. The Administrator may permit
or require the deferral of any Award payment, subject to such rules and
procedures as it may establish, which may include provisions for the payment or
crediting of interest or dividend equivalents, including converting such credits
into deferred Stock equivalents.

         5.8    Transferability. Except as otherwise provided by the
Administrator, Awards under the Plan are not transferable except as designated
by the Participant by will or by applicable laws of descent and distribution.

         5.9    Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification or
revocation thereof, will be in writing and filed with the Administrator at such
times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Administrator shall require.

         5.10   Agreement With Company. At the time of an Award to a Participant
under the Plan, the Administrator may require a Participant to enter into an
agreement with the Company (the "Agreement") in a form specified by the
Administrator, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions not inconsistent with the Plan as the
Administrator may prescribe in its sole discretion.

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<PAGE>

         5.11   Limitation of Implied Rights.

(a)      Neither a Participant nor any other person shall by reason of the Plan
         acquire any right in or title to any assets, funds or property of the
         Company or any Related Company whatsoever, including without limitation
         any specific funds, assets, or other property which the Company or any
         Related Company, in their sole discretion, may set aside in
         anticipation of a liability under the Plan. A Participant will have
         only a contractual right to the stock or amounts, if any, payable under
         the Plan, unsecured by any assets of the Company or any Related
         Company. Nothing contained in the Plan will constitute a guarantee that
         the assets of such companies will be sufficient to pay any benefits to
         any person.

(b)      The Plan does not constitute a contract for services as a member of the
         Board, and selection as a Participant and/or the grant or an Award will
         not give anyone the right to be retained as a member of the Board, the
         right to receive any future Award under the Plan, or any right or claim
         to any benefit under the Plan, unless such right or claim has
         specifically accrued under the terms of the Plan. Except as otherwise
         provided in the Plan, no Award under the Plan will confer upon the
         holder thereof any right as a stockholder of the Company prior to the
         date on which the individual fulfills all conditions for receipt of
         such right.

         5.12   Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent, reliable, and signed, made or presented by the proper
party or parties.

         5.13   Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company will be by
resolution of its board of directors, or by action of one or more members of its
board (including a committee of the board) who are duly authorized to act for
the board, or, except to the extent prohibited by applicable law or applicable
rules of any stock exchange, by a duly authorized officer of such company.

         5.14   Separate Fund. Neither the Company, the Board or the
Administrator has any obligation to create a separate fund for the performance
of any cash payment obligation under the Plan, but any or all of them may, at
their own discretion, create trust funds or similar arrangements for such
purpose.

         5.15   Pooling of Interests Accounting. The Administrator may, in its
sole and absolute discretion, declare inoperative anything in this Plan or in
the terms, conditions, restrictions or contingencies pertaining to any Award,
including any outstanding Award, that adversely affects pooling of interests
accounting.


                           SECTION 6 - ADMINISTRATOR
                           -------------------------

         6.1    Administration. The authority to control and manage the
operation and administration of the Plan will be vested in a committee selected
by the Board and consisting of two or more members of the Board who are not
employees of the Company or a Related Company (the "Administrator") in
accordance with this Section 6.

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<PAGE>

         6.2 Powers of Administrator. The authority to manage and control the
operation and administration of the Plan will be vested in the Administrator,
subject to the following:

(a)      Subject to the provisions of the Plan, the Administrator will have the
         authority and discretion to select from among the Eligible Individuals
         those persons who will receive Awards, to determine the time or times
         of receipt, to determine the types of Awards and the number of shares
         covered by the Awards or the formula pursuant to which such number will
         be determined, to establish the terms, conditions, performance
         criteria, restrictions, and other provisions of the Awards, and,
         subject to the same restrictions imposed upon the Board by Section 7,
         to cancel or suspend Awards; provided, however, that the cancellation
         of any Award and reissuance with a lower exercise or purchase price, as
         well as the reduction of the exercise or purchase price of any Award,
         in the absence of proper approval by the Company's stockholders are
         expressly prohibited, except adjustments permitted by paragraph (c) of
         subsection 5.2. In making Award determinations, the Administrator may
         take into account the nature of services rendered by the individual,
         the individual's present and potential contribution to the Company's
         success, and such other factors as the Administrator deems relevant.

(b)      The Administrator will have the authority and discretion to interpret
         the Plan, to establish and rescind any rules and regulations relating
         to the Plan, to determine the terms and provisions of any agreements
         made pursuant to the Plan, and to make all other determinations that
         may be necessary or advisable for the administration of the Plan.

(c)      Any interpretation of the Plan by the Administrator and any decision
         made by it under the Plan is conclusive, final and binding.

(d)      At its discretion, the Administrator may terminate or suspend the
         granting of Awards under the Plan at any time or from time to time.

(e)      The Administrator will maintain and keep adequate records concerning
         the Plan and concerning its proceedings and acts in such form and
         detail as the Administrator may decide.

         6.3    Delegation by Administrator. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Administrator
may allocate all or any part of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Administrator at any time.

         6.4    Information to be Furnished to Administrator. The Company and
the Related Companies will furnish the Administrator with such data and
information as may be required for it to discharge its duties. The records of
the Company and Related Companies as to the provision of services by a member of
the Board, cessation of the provision of services, and compensation will be
conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Administrator
such evidence, data or information as the Administrator considers desirable to
carry out the terms of the Plan.

                                       9


<PAGE>

         6.5    Duplicated Signatures. At its discretion, the Administrator may
accept a duplicated signature on any document, whether faxed, photocopied or
otherwise duplicated, which will be effective to the same extent as an original
signature unless there is a showing of fraud or other wrongdoing, the burden of
making such showing being on the person asserting such fraud or wrongdoing.


                     SECTION 7 - AMENDMENT AND TERMINATION
                     -------------------------------------

         The Board may at any time amend, suspend or terminate the Plan,
provided that, subject to subsection 5.2 (relating to certain adjustments to
shares), no amendment, suspension or termination may (a) in the absence of
written consent to the change by the affected Participant (or, if the
Participant is not then living, the affected beneficiary), adversely affect the
rights of any Participant or beneficiary under any Award granted under the Plan
prior to the date such amendment is adopted by the Board or the date of such
suspension or termination, or (b) in the absence of proper approval by the
Company's stockholders, change the minimum Option Exercise Price set forth in
subsection 3.2, materially increase the share limitations set forth in
subsection 5.2, change the requirement that the Administrator be a committee
whose members are not employees of the Company or a Related Company set forth in
subsection 6.1, change the prohibition of canceling Awards and reissuing them
with a lower exercise or purchase price and of reducing the exercise or purchase
price of Awards set forth in paragraph (a) of subsection 6.2, or effect any
change for which approval by the Company's stockholders is required by
applicable law.


















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