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                                                                     Exhibit 4.3










                               CROSS COUNTRY, INC.

                              AMENDED AND RESTATED

                             1999 STOCK OPTION PLAN
                       (EFFECTIVE AS OF OCTOBER 25, 2001)

















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                               CROSS COUNTRY, INC.

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

                              AMENDED AND RESTATED

                             1999 STOCK OPTION PLAN

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


                                   ARTICLE I

                                     PURPOSE

         The purpose of this Cross Country, Inc. Amended and Restated 1999 Stock
Option Plan is to enhance the profitability and value of the Company for the
benefit of its stockholders by enabling the Company to offer employees of and
Consultants to the Company and its Affiliates stock-based incentives in the
Company, thereby creating a means to raise the level of stock ownership by
employees and Consultants in order to attract, retain and reward such
individuals and strengthen the mutuality of interests between such individuals
and the Company's stockholders. The purpose of the Plan is also to enhance the
profitability of the Company and value of the Company for the benefit of its
stockholders by enabling the Company to offer non-employee directors of the
Company stock-based incentives in the Company.

                                   ARTICLE II

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

         2.1 "Affiliate" means each of the following: (i) any Subsidiary; (ii)
any Parent; (iii) any corporation, trade or business (including, without
limitation, a partnership or limited liability company) which is directly or
indirectly controlled 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) by the Company or one of its
Affiliates; and (iv) any other entity in which the Company or any of its
Affiliates has a material equity interest and which is designated as an
"Affiliate" by resolution of the Committee.

         2.2 "Award" means any award under this Plan of a Stock Option.

         2.3 "Board" means the Board of Directors of the Company.

         2.4 "Cause" means, with respect to a Participant's Termination: (i) in
the case where there is no employment agreement, consulting agreement, change in
control

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agreement or similar agreement in effect between the Company or an Affiliate and
the Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define "cause" (or words of like import)), termination
due to a Participant's insubordination, dishonesty, fraud, incompetence, moral
turpitude, misconduct, refusal to perform his or her duties or responsibilities
for any reason other than illness or incapacity or materially unsatisfactory
performance of his or her duties for the Company or an Affiliate as determined
by the Committee in its sole discretion; or (ii) in the case where there is an
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award that defines "cause" (or words
of like import), "cause" as defined under such agreement; provided, however,
that with regard to any agreement that conditions "cause" on occurrence of a
change in control, such definition of "cause" shall not apply until a change in
control actually takes place and then only with regard to a termination
thereafter. Notwithstanding the foregoing, a Participant shall be deemed to be
terminated for "cause" if the Participant: (i) breaches the terms of any
agreement between the Company and the Participant including, without limitation,
an employment agreement or non-competition agreement or (ii) discloses to anyone
outside the Company or its Affiliates, or uses in other than the Company's or
its Affiliate's business, without written authorization from the Company, any
confidential information or proprietary information, relating to the business of
the Company or its Affiliates, acquired by the Participant prior to the
Participant's Termination. Notwithstanding the foregoing, with respect to a
non-employee director's Termination of Directorship, "cause" means an act or
failure to act that constitutes cause for removal of a director under applicable
Delaware law.

         2.5 "CEP" means Charterhouse Equity Partners III, L.P., and its
successors.

         2.6 "Change in Control" has the meaning set forth in Article VIII.

         2.7 "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision.

         2.8 "Committee" means (i) with respect to Eligible Employees and
Consultants, a committee or subcommittee of the Board appointed from time to
time by the Board, which committee or subcommittee shall consist of 2 or more
non-employee directors each of whom shall be a non-employee director as defined
in Rule 16b-3 under the Exchange Act and an outside director as defined under
Section 162(m) of the Code; provided, however, that if and to the extent that no
Committee exists which has the authority to administer this Plan, the functions
of the Committee shall be exercised by the Board and all references herein to
the Committee shall be deemed to be references to the Board; and (ii) with
respect to the application of this Plan to non-employee directors, the Board. If
for any reason the appointed Committee does not meet the requirements of Rule
16b-3 or Section 162(m) of the Code, such noncompliance with the requirements of
Rule 16b-3 or Section 162(m) of the Code shall not affect the validity of the
awards, grants, interpretations or other actions of the Committee.



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         2.9 "Common Stock" means the Common Stock, $.0001 par value per share,
of the Company.

         2.10 "Company" means Cross Country, Inc., a Delaware corporation, and
its successors.

         2.11 "Consultant" means any advisor or consultant to the Company or its
Affiliates.

         2.12 "Disability" means a disability which would qualify as such under
the Company's long-term disability plan. A Disability shall only be deemed to
occur at the time of the determination by the Committee of the Disability.

         2.13 "Effective Date" means the effective date of this Plan as defined
in Article XIII.

         2.14 "Eligible Employee" means each employee of the Company or an
Affiliate.

         2.15 "Exchange Act" means the Securities Exchange Act of 1934, as
amended. Any references to any section of the Exchange Act shall also be a
reference to any successor provision.

         2.16 "Fair Market Value" means, for purposes of this Plan, unless
otherwise required by any applicable provision of the Code or any regulations
issued thereunder, as of any date, the last sales price reported for the Common
Stock on the applicable date: (a) as reported on the principal national
securities exchange in the United States on which it is then traded or The
Nasdaq Stock Market, Inc.; or (b) if not traded on any such national securities
exchange or The Nasdaq Stock Market, Inc., as quoted on an automated quotation
system sponsored by the National Association of Securities Dealers, Inc. or if
the Common Stock shall not have been reported or quoted on such date, on the
first day prior thereto on which the Common Stock was reported or quoted;
provided, that the Committee may modify the definition of Fair Market Value to
reflect any changes in the trading practices of any exchange on which the Common
Stock is listed or traded. If the Common Stock is not readily tradable on a
national securities exchange, The Nasdaq Stock Market, Inc. or any automated
quotation system sponsored by the National Association of Securities Dealers,
Inc., its Fair Market Value shall be set in good faith by the Committee.
Notwithstanding anything herein to the contrary, "Fair Market Value" means the
price for Common Stock set by the Committee in good faith. For purposes of the
grant of any Stock Option, the applicable date shall be the date for which the
last sales price is available at the time of grant.

         2.17 "Incentive Stock Option" means any Stock Option awarded to an
Eligible Employee under this Plan intended to be and designated as an "Incentive
Stock Option" within the meaning of Section 422 of the Code.



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         2.18 "MSDWCP" means a representative of Morgan Stanley Dean Witter
Capital Partners IV, L.P. and its affiliated funds, and their respective
successors.

         2.19 "Non-Qualified Stock Option" means any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

         2.20 "Parent" means any parent corporation of the Company within the
meaning of Section 424(e) of the Code.

         2.21 "Participant" means any Eligible Employee or Consultant to whom a
Stock Option has been awarded under this Plan. Effective as of October 25, 2001,
non-employee directors shall be Participants for purposes of the Plan solely
with respect to awards of Stock Options pursuant to Article X.

         2.22 "Plan" means this Cross Country, Inc. Amended and Restated 1999
Stock Option Plan, as amended from time to time.

         2.23 "Retirement" means a Termination of Employment or Termination of
Consultancy without Cause by a Participant on or after age 65 or such earlier
date after age 50 as may be approved by the Committee with regard to such
Participant. With respect to a Participant's Termination of Directorship,
Retirement means the failure to stand for reelection or the failure to be
reelected on or after a Participant has attained age 65 or, with the consent of
the Board, before age 65 but after age 50.

         2.24 "Securities Act" means the Securities Act of 1933, as amended. Any
reference to any section of the Securities Act shall also be a reference to any
successor provision.

         2.25 "Stock Option" or "Option" means any option to purchase shares of
Common Stock granted to Eligible Employees or Consultants pursuant to Article VI
or non-employee directors pursuant to Article X.

         2.26 "Subsidiary" means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.

         2.27 "Substitute Options" means Stock Options issued in assumption of
or substitution for stock options issued by a company acquired by the Company or
with which the Company combines.

         2.28 "Ten Percent Stockholder" means a person owning stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, its Subsidiaries or its Parent.

         2.29 "Termination" means a Termination of Consultancy or Termination of
Employment, as the case may be.



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         2.30 "Termination of Consultancy" means (i) that the Consultant is no
longer acting as a consultant to the Company or an Affiliate; or (ii) when an
entity which is retaining a Participant as a Consultant ceases to be an
Affiliate, unless the Participant otherwise is, or thereupon becomes, a
Consultant to the Company or another Affiliate. In the event that a Consultant
becomes an Eligible Employee upon the termination of his consultancy, the
Committee, in its sole and absolute discretion, may determine that no
Termination of Consultancy shall be deemed to occur until such time as such
Consultant is no longer a Consultant or an Eligible Employee. The Committee may
otherwise define Termination of Consultancy in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter.

         2.31 "Termination of Directorship" means, with respect to a
non-employee director, that the non-employee director has ceased to be a
director of the Company. In the event that a non-employee director becomes an
Eligible Employee or Consultant upon his termination of directorship, the Board,
in its sole and absolute discretion, may determine that no Termination of
Directorship shall be deemed to occur until such time as such non-employee
director is no longer an Eligible Employee or Consultant. The Committee may
otherwise define Termination of Directorship in the Award agreement or, if no
rights of a non-employee director are reduced, may otherwise define Termination
of Directorship thereafter.

         2.32 "Termination of Employment" means: (i) a termination of employment
(for reasons other than a military or personal leave of absence granted by the
Company) of a Participant from the Company and its Affiliates; or (ii) when an
entity which is employing a Participant ceases to be an Affiliate, unless the
Participant otherwise is, or thereupon becomes, employed by the Company or
another Affiliate. In the event that an Eligible Employee becomes a Consultant
upon the termination of his employment, the Committee, in its sole and absolute
discretion, may determine that no Termination of Employment shall be deemed to
occur until such time as such Eligible Employee is no longer an Eligible
Employee or a Consultant. The Committee may otherwise define Termination of
Employment in the Award agreement or, if no rights of a Participant are reduced,
may otherwise define Termination of Employment thereafter.

         2.33 "Transfer" means anticipate, alienate, attach, sell, assign,
pledge, encumber, charge, hypothecate or otherwise transfer and "Transferred"
has a correlative meaning.

                                  ARTICLE III

                                 ADMINISTRATION

         3.1 THE COMMITTEE. The Plan shall be administered and interpreted by
the Committee.

         3.2 GRANTS OF AWARDS. The Committee shall have full authority to grant
Stock Options to Eligible Employees and Consultants pursuant to the terms of
this Plan. All


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Stock Options shall be granted by, confirmed by, and subject to the terms of, a
written agreement executed by the Company and the Participant. All authorities
granted to the Committee under this Section 3.2 with respect to awards to
Eligible Employees and Consultants shall be exercised by the Board with respect
to awards to non-employee directors. In particular, the Committee shall have the
authority:

                  (a) to select from among those persons recommended by the
         President of the Company the Eligible Employees and Consultants to whom
         Stock Options may from time to time be granted hereunder;

                  (b) to determine whether and to what extent Stock Options are
         to be granted hereunder to one or more Eligible Employees or
         Consultants after receipt of a recommendation by the President of the
         Company;

                  (c) to determine, in accordance with the terms of this Plan,
         the number of shares of Common Stock to be covered by each Stock Option
         granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
         with the terms of this Plan, of any Stock Option granted hereunder
         (including, but not limited to, the exercise or purchase price (if
         any), any restriction or limitation, any vesting schedule or
         acceleration thereof and any forfeiture restrictions or waiver thereof,
         regarding any Stock Option and the shares of Common Stock relating
         thereto, based on such factors, if any, as the Committee shall
         determine, in its sole discretion);

                  (e) to determine whether and under what circumstances a Stock
         Option may be settled in cash, Common Stock and/or restricted stock
         under Section 6.3(d);

                  (f) to determine whether, to what extent and under what
         circumstances to provide loans to Eligible Employees and Consultants in
         order to exercise Stock Options under this Plan;

                  (g) to determine whether a Stock Option is an Incentive Stock
         Option or Non-Qualified Stock Option;

                  (h) to determine whether to require an Eligible Employee or
         Consultant, as a condition of the granting of any Stock Option, not to
         sell or otherwise dispose of shares of Common Stock acquired pursuant
         to the exercise of an Option for a period of time as determined by the
         Committee, in its sole discretion, following the date of the
         acquisition of such Option or Award; and

                  (i) to modify, extend or renew an Award, subject to Article IX
         herein, provided, however, that if an Award is modified, extended or
         renewed and thereby deemed to be the issuance of a new Award under the
         Code or the


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         applicable accounting rules, the exercise price of a Stock Option may
         continue to be the original exercise price even if less than the Fair
         Market Value of the Common Stock at the time of such modification,
         extension or renewal.

         3.3 GUIDELINES. Subject to Article IX hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing this Plan and perform all acts, including the delegation
of its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Stock Option issued under this Plan (and any agreements relating thereto);
and to otherwise supervise the administration of this Plan. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in this
Plan or in any agreement relating thereto in the manner and to the extent it
shall deem necessary to effectuate the purpose and intent of this Plan. The
Committee may adopt special guidelines and provisions for persons who are
residing in or employed in, or subject to, the taxes of, foreign jurisdictions
to comply with applicable tax and securities laws and may impose any limitations
and restrictions that it deems necessary to comply with the applicable tax and
securities laws of such foreign jurisdictions. No action may be taken pursuant
to this Section 3.3 unless any such action would be permitted under the
applicable provisions of Rule 16b-3 under the Exchange Act (if any) and the
applicable provisions of Section 162(m) of the Code (if any). If and to the
extent applicable, this Plan is intended to comply with Section 162(m) of the
Code and the applicable requirements of Rule 16b-3 under the Exchange Act and
shall be limited, construed and interpreted in a manner so as to comply
therewith.

         3.4 DECISIONS FINAL. Any decision, interpretation or other action made
or taken in good faith by or at the direction of the Company, the Board or the
Committee (or any of its members) arising out of or in connection with this Plan
shall be within the absolute discretion of all and each of them, as the case may
be, and shall be final, binding and conclusive on the Company and all employees
and Participants and their respective heirs, executors, administrators,
successors and assigns.

         3.5 PROCEDURES. If the Committee is appointed, the Board shall
designate one of the members of the Committee as chairman and the Committee
shall hold meetings, subject to the By-Laws of the Company, at such times and
places as it shall deem advisable, including, without limitation, by telephone
conference or by written consent to the extent permitted by applicable law. A
majority of the Committee members 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 the Committee members in
accordance with the By-Laws of the Company, shall be fully as effective as if it
had been made by a vote at a meeting duly called and held. The Committee shall
keep minutes of its meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.

         3.6 DESIGNATION OF CONSULTANTS/LIABILITY.



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                  (a) The Committee may designate employees of the Company and
         professional advisors to assist the Committee in the administration of
         this Plan and may grant authority to officers to execute agreements or
         other documents on behalf of the Committee.

                  (b) The Committee may employ such legal counsel, consultants
         and agents as it may deem desirable for the administration of this Plan
         and may rely upon any opinion received from any such counsel or
         consultant and any computation received from any such consultant or
         agent. Expenses incurred by the Committee or Board in the engagement of
         any such counsel, consultant or agent shall be paid by the Company. The
         Committee, its members and any person designated pursuant to paragraph
         (a) above shall not be liable for any action or determination made in
         good faith with respect to this Plan. To the maximum extent permitted
         by applicable law, no officer of the Company or member or former member
         of the Committee or of the Board shall be liable for any action or
         determination made in good faith with respect to this Plan or any Stock
         Option granted under it. To the maximum extent permitted by applicable
         law or the Certificate of Incorporation or By-Laws of the Company and
         to the extent not covered by insurance directly insuring such person,
         each officer and member or former member of the Committee or the Board
         shall be indemnified and held harmless by the Company against any cost
         or expense (including reasonable fees of counsel reasonably acceptable
         to the Company) or liability (including any sum paid in settlement of a
         claim with the approval of the Company), and advanced amounts necessary
         to pay the foregoing at the earliest time and to the fullest extent
         permitted, arising out of any act or omission to act in connection with
         the administration of this Plan, except to the extent arising out of
         such officer's, member's or former member's own fraud or bad faith.
         Such indemnification shall be in addition to any rights of
         indemnification the employees, officers, directors or members or former
         officers, directors or members may have under applicable law or under
         the Certificate of Incorporation or By-Laws of the Company or any
         Affiliate. Notwithstanding anything else herein, this indemnification
         will not apply to the actions or determinations made by an individual
         with regard to Stock Option granted to him or her under this Plan.

                                   ARTICLE IV

                           SHARE AND OTHER LIMITATIONS

         4.1 SHARES.

         The aggregate number of shares of Common Stock which may be issued or
used for reference purposes under this Plan or with respect to which Stock
Options may be granted shall not exceed 2,145,5151 shares of Common Stock
(subject to any increase or

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(1) Note, this number reflects the stock split that occurred on August 23, 2001.


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decrease pursuant to Section 4.2) which may be either authorized and unissued
Common Stock or Common Stock held in or acquired for the treasury of the Company
or both. If any Stock Option granted under this Plan other than a Substitute
Option expires, terminates or is forfeited for any reason other than by reason
of its exercise, the number of shares of Common Stock underlying such
unexercised or forfeited Stock Option shall again be available for the purposes
of Awards under this Plan.

         In the event Substitute Options are granted pursuant to Section 5.4,
the Committee may increase the aggregate number of shares of Common Stock
available under the Plan for Non-Qualified Stock Options by the number of shares
of Common Stock subject to such Substitute Options. The maximum number of shares
of Common Stock which may be issued under this Plan with respect to Incentive
Stock Options shall not be increased (subject to any increase or decrease
pursuant to Section 4.2).

         In determining the number of shares of Common Stock available for
Non-Qualified Stock Options, if Common Stock has been delivered or exchanged by
a Participant as full or partial payment to the Company for payment of the
exercise price, or for payment of withholding taxes, or if the number shares of
Common Stock otherwise deliverable has been reduced for payment of the exercise
price or for payment of withholding taxes, the number of shares of Common Stock
exchanged as payment in connection with the exercise or for withholding or
reduced shall again be available for purposes of Non-Qualified Stock Options
under this Plan. The maximum number of shares of Common Stock subject to any
Stock Option which may be granted under this Plan during any calendar year to
each Participant shall not exceed 1,000,000 shares (subject to any increase or
decrease pursuant to Section 4.2).

         4.2 CHANGES.

             (a) The existence of this Plan and the Stock Options granted
         hereunder shall not affect in any way the right or power of the Board
         or the stockholders of the Company to make or authorize (i) any
         adjustment, recapitalization, reorganization or other change in the
         Company's capital structure or its business, (ii) any merger or
         consolidation of the Company or any Affiliate, (iii) any issuance of
         bonds, debentures, preferred or prior preference stock ahead of or
         affecting the Common Stock, (iv) the dissolution or liquidation of the
         Company or any Affiliate, (v) any sale or transfer of all or part of
         the assets or business of the Company or any Affiliate, or (vi) any
         other corporate act or proceeding.

             (b) In the event of any change in the capital structure or business
         of the Company by reason of any stock split, reverse stock split, stock
         dividend, combination or reclassification of shares, recapitalization,
         or other change in the capital structure of the Company, merger,
         consolidation, spin-off, reorganization, partial or complete
         liquidation, issuance of rights or warrants to purchase any Common
         Stock or securities convertible into Common Stock, or any other
         corporate transaction or event having an effect similar to any of the
         foregoing, then the Committee may take such action, if any, with
         respect to the Plan and


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         outstanding Stock Options, as it may deem equitable to prevent
         substantial dilution or enlargement of the rights granted to, or
         available for, Participants under this Plan, including, without
         limitation, adjustment of the aggregate number and kind of shares which
         thereafter may be issued under this Plan, the number and kind of shares
         or other property (including cash) to be issued upon exercise of an
         outstanding Stock Option granted under this Plan and the purchase price
         thereof. Any such action or adjustment determined by the Committee in
         good faith shall be final, binding and conclusive on the Company and
         all Participants and employees and their respective heirs, executors,
         administrators, successors and assigns. Except as provided in this
         Section 4.2, a Participant shall have no rights by reason of any
         issuance by the Company of any class or securities convertible into
         stock of any class of the Company, any subdivision or consolidation of
         shares of stock of any class of the Company, the payment of any stock
         dividend, any other increase or decrease in the number of shares of
         stock of any class of the Company, any sale or transfer of all or part
         of the Company's assets or business or any other change affecting the
         Company's capital structure or business.

             (c) Fractional shares of Common Stock resulting from any adjustment
         in Options pursuant to Section 4.2(a) or (b) shall be aggregated until,
         and eliminated at, the time of exercise by rounding-down for fractions
         less than one-half and rounding-up for fractions equal to or greater
         than one-half. No cash settlements shall be made with respect to
         fractional shares eliminated by rounding. Notice of any adjustment
         shall be given by the Committee to each Participant whose Option has
         been adjusted and such adjustment (whether or not such notice is given)
         shall be effective and binding for all purposes of this Plan.

         4.3 MINIMUM PURCHASE PRICE. Notwithstanding any provision of this Plan
to the contrary, if authorized but previously unissued shares of Common Stock
are issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.

                                   ARTICLE V

                                   ELIGIBILITY

         5.1 NON-QUALIFIED STOCK OPTIONS. All Eligible Employees and Consultants
and prospective employees of and Consultants to the Company and its Affiliates
are eligible to be granted Non-Qualified Stock Options. Eligibility for the
grant of a Non-Qualified Stock Option and actual participation in this Plan
shall be determined by the Committee in its sole discretion.

         5.2 INCENTIVE STOCK OPTIONS. All Eligible Employees of the Company, its
Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock
Options under this Plan. Eligibility for the grant of an Incentive Stock Option
and actual participation in this Plan shall be determined by the Committee in
its sole discretion.



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         5.3 GENERAL REQUIREMENT. The vesting and exercise of Options granted to
a prospective employee or Consultant are conditioned upon such individual
actually becoming an Eligible Employee or Consultant.

         5.4 SUBSTITUTE OPTIONS. Substitute Options may be granted by the
Committee in its sole discretion to holders of stock options issued by a company
acquired by the Company or with which the Company combines.

         5.5 NON-EMPLOYEE DIRECTORS. Non-employee directors of the Company are
only eligible to receive awards of Stock Options in accordance with Article X of
the Plan.

                                   ARTICLE VI

                                  STOCK OPTIONS

         6.1 STOCK OPTIONS. Each Stock Option granted hereunder shall be one of
two types: (i) an Incentive Stock Option intended to satisfy the requirements of
Section 422 of the Code; or (ii) a Non-Qualified Stock Option.

         6.2 GRANTS. Subject to the provisions of Article V, the Committee shall
have the authority to grant to any Eligible Employee one or more Incentive Stock
Options, Non- Qualified Stock Options or both types of Stock Options. To the
extent that any Stock Option does not qualify as an Incentive Stock Option
(whether because of its provisions or the time or manner of its exercise or
otherwise), such Stock Option or the portion thereof which does not qualify,
shall constitute a separate Non-Qualified Stock Option. The Committee shall have
the authority to grant any Consultant one or more Non-Qualified Stock Options.
Notwithstanding any other provision of this Plan to the contrary or any
provision in an agreement evidencing the grant of a Stock Option to the
contrary, any Stock Option granted to an Eligible Employee of an Affiliate
(other than an Affiliate which is a Parent or a Subsidiary) shall be a
Non-Qualified Stock Option.

         6.3 TERMS OF STOCK OPTIONS. Stock Options granted under this Plan shall
be subject to the following terms and conditions, and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem desirable:

             (a) EXERCISE PRICE. The exercise price per share of Common Stock
         shall be determined by the Committee, but, except in the case of
         Substitute Options, shall not be less than 100% of the Fair Market
         Value of the Common Stock at the time of grant; provided, however, that
         if an Incentive Stock Option is granted to a Ten Percent Stockholder,
         the exercise price shall be no less than 110% of the Fair Market Value
         of the Common Stock.

             (b) STOCK OPTION TERM. The term of each Stock Option shall be fixed
         by the Committee; provided, however, that no Stock Option shall be
         exercisable


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         more than 10 years after the date such Stock Option is granted; and
         further provided that the term of an Incentive Stock Option granted to
         a Ten Percent Stockholder shall not exceed 5 years.

             (c) EXERCISABILITY. Stock Options shall be exercisable at such time
         or times and subject to such terms and conditions as shall be
         determined by the Committee at grant. If the Committee provides, in its
         discretion, that any Stock Option is exercisable subject to certain
         limitations (including, without limitation, that such Stock Option is
         exercisable only in installments or within certain time periods), the
         Committee may waive such limitations on the exercisability at any time
         at or after grant in whole or in part (including, without limitation,
         waiver of the installment exercise provisions or acceleration of the
         time at which such Stock Option may be exercised), based on such
         factors, if any, as the Committee shall determine, in its sole
         discretion.

             (d) METHOD OF EXERCISE. Subject to whatever installment exercise
         and waiting period provisions apply under subsection (c) above, Stock
         Options may be exercised in whole or in part at any time and from time
         to time during the Stock Option term by giving written notice of
         exercise to the Committee specifying the number of shares to be
         purchased. Such notice shall be accompanied by payment in full of the
         purchase price as follows: (i) in cash or by check, bank draft or money
         order payable to the order of the Company; (ii) if the Common Stock is
         traded on a national securities exchange, The Nasdaq Stock Market, Inc.
         or quoted on a national quotation system sponsored by the National
         Association of Securities Dealers, through a "cashless exercise"
         procedure whereby the Participant delivers irrevocable instructions to
         a broker approved by the Committee to deliver promptly to the Company
         an amount equal to the purchase price; or (iii) on such other terms and
         conditions as may be acceptable to the Committee (including, without
         limitation, the relinquishment of Stock Options or by payment in full
         or in part in the form of Common Stock owned by the Participant for a
         period of at least 6 months (and for which the Participant has good
         title free and clear of any liens and encumbrances) based on the Fair
         Market Value of the Common Stock on the payment date). No shares of
         Common Stock shall be issued until payment therefor, as provided
         herein, has been made or provided for.

             (e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that the
         aggregate Fair Market Value (determined as of the time of grant) of the
         Common Stock with respect to which Incentive Stock Options are
         exercisable for the first time by an Eligible Employee during any
         calendar year under this Plan and/or any other stock option plan of the
         Company, any Subsidiary or any Parent exceeds $100,000, such Options
         shall be treated as Non-Qualified Stock Options. In addition, if an
         Eligible Employee does not remain employed by the Company, any
         Subsidiary or any Parent at all times from the time an Incentive Stock
         Option is granted until 3 months prior to the date of exercise thereof
         (or such other period as required by applicable law), such Stock Option
         shall be treated as a Non-


                                       12
<Page>

         Qualified Stock Option. Should any provision of this Plan not be
         necessary in order for the Stock Options to qualify as Incentive Stock
         Options, or should any additional provisions be required, the Committee
         may amend this Plan accordingly, without the necessity of obtaining the
         approval of the stockholders of the Company.

             (f) FORM, MODIFICATION, EXTENSION AND RENEWAL OF STOCK OPTIONS.
         Subject to the terms and conditions and within the limitations of this
         Plan, Stock Options shall be evidenced by such form of agreement or
         grant as is approved by the Committee, and the Committee may (i)
         modify, extend or renew outstanding Stock Options granted under this
         Plan (provided that the rights of a Participant are not reduced without
         his consent), and (ii) accept the surrender of outstanding Stock
         Options (up to the extent not theretofore exercised) and authorize the
         granting of new Stock Options in substitution therefor (to the extent
         not theretofore exercised).

             (g) DEFERRED DELIVERY OF COMMON SHARES. The Committee may in its
         discretion permit Participants to defer delivery of Common Stock
         acquired pursuant to a Participant's exercise of an Option in
         accordance with the terms and conditions established by the Committee.

                                  ARTICLE VII

                     NON-TRANSFERABILITY AND TERMINATION OF
                             EMPLOYMENT/CONSULTANCY

         7.1 NON-TRANSFERABILITY. No Stock Option shall be Transferable by the
Participant otherwise than by will or by the laws of descent and distribution.
All Stock Options shall be exercisable, during the Participant's lifetime, only
by the Participant. No Stock Option shall, except as otherwise specifically
provided by law or herein, be Transferable in any manner, and any attempt to
Transfer any such Stock Option shall be void, and no such Stock Option shall in
any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Stock Option,
nor shall it be subject to attachment or legal process for or against such
person.

         Notwithstanding the foregoing, the Committee may determine at the time
of grant or thereafter that a Non-Qualified Stock Option that is otherwise not
Transferable pursuant to this Section 7.1 is Transferable to a Family Member in
whole or in part and in such circumstances, and under such conditions, as
specified by the Committee. A Stock Option that is Transferred to a Family
Member pursuant to the preceding sentence (i) may not be subsequently
Transferred otherwise than by will or by the laws of descent and distribution
and (ii) remains subject to the terms of this Plan and the Stock Option
agreement. Any shares of Common Stock acquired upon the exercise of a Stock
Option by a permissible transferee of a Stock Option shall be subject to the
terms of this Plan and the Stock Option agreement. For purposes of this
Section 7.1, the term "Family


                                       13
<Page>

Member" means any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the employee's household (other than
a tenant or employee), a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the employee)
control the management of assets, and any other entity in which these persons
(or the employee) own more than 50% of the voting interests or as otherwise
defined under the Securities Act or Securities Act Form S-8.

         7.2 TERMINATION OF EMPLOYMENT AND TERMINATION OF CONSULTANCY. The
following rules apply with regard to the Termination of a Participant. Unless
otherwise determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter:

             (a) TERMINATION BY REASON OF DEATH, DISABILITY OR RETIREMENT. If a
         Participant's Termination is by reason of death, Disability or
         Retirement, all Stock Options held by such Participant which are
         exercisable at the time of the Participant's Termination may be
         exercised by the Participant (or, in the case of death, by the legal
         representative of the Participant's estate) at any time within a period
         of one year from the date of such Termination, but in no event beyond
         the expiration of the stated terms of such Stock Options; provided,
         however, that, in the case of Retirement, if the Participant dies
         within such exercise period, all unexercised Stock Options held by such
         Participant shall thereafter be exercisable, to the extent to which
         they were exercisable at the time of death, for a period of one year
         from the date of such death, but in no event beyond the expiration of
         the stated term of such Stock Options.

             (b) INVOLUNTARY TERMINATION WITHOUT CAUSE. If a Participant's
         Termination is by involuntary termination without Cause, all Stock
         Options held by such Participant which are exercisable at the time of
         such Termination, may be exercised by the Participant at any time
         within a period of 90 days from the date of such Termination, but in no
         event beyond the expiration of the stated term of such Stock Options.

             (c) VOLUNTARY TERMINATION. If a Participant's Termination is
         voluntary (other than a voluntary termination described in Section
         7.2(d)(ii) below), all Stock Options held by such Participant which are
         exercisable at the time of such Termination, may be exercised by the
         Participant at any time within a period of 30 days from the date of
         such Termination, but in no event beyond the expiration of the stated
         terms of such Stock Options.

             (d) TERMINATION FOR CAUSE. If a Participant's Termination (i) is
         for Cause or (ii) is a voluntary termination (as provided in subsection
         (c) above) at any time after an event which would be grounds for a
         Termination for Cause, all Stock Options held by such Participant shall
         thereupon terminate and expire as of the date of such Termination.



                                       14
<Page>

                                  ARTICLE VIII

                          CHANGE IN CONTROL PROVISIONS

         8.1 BENEFITS. In the event of a Change in Control of the Company,
except as otherwise provided by the Committee upon the grant of a Stock Option,
the Participant shall be entitled to the following benefits:

             (a) Except to the extent provided in the applicable Stock Option
         agreement, the Participant's employment agreement with the Company or
         an Affiliate, as approved by the Committee, or other written agreement
         approved by the Committee (as such agreement may be amended from time
         to time), Stock Options granted and not previously exercisable shall
         become exercisable upon a Change in Control, subject to subsection
         8.1(b).

             (b) Notwithstanding anything to the contrary herein, unless the
         Committee provides otherwise at the time a Stock Option is granted
         hereunder or thereafter, no acceleration of exercisability shall occur
         with respect to such Stock Options if the Committee reasonably
         determines in good faith, that the Stock Options shall be honored or
         assumed, or new rights substituted therefor (each such honored, assumed
         or substituted stock option hereinafter called an "Alternative
         Option"), by a Participant's employer (or the parent or a subsidiary of
         such employer) immediately following the Change in Control, provided
         that any such Alternative Option must meet the following criteria:

                 (i) the Alternative Option must provide such Participant with
             rights and entitlements substantially equivalent to or better than
             the rights, terms and conditions applicable under such Stock
             Option, including, but not limited to, an identical or better
             exercise schedule; and

                 (ii) the Alternative Option must substantially comply and in
             the case of an Incentive Stock Option, must comply with the
             requirements of Treasury Regulation ss. 1.425-1 (and any amendments
             thereto), except that the Alternative Option need not be an
             Incentive Stock Option.

             (c) If the Company and the other party to a transaction
         constituting a Change in Control agree that such transaction shall be
         treated as a "pooling of interests" for financial reporting purposes,
         and if the transaction is in fact so treated, then the acceleration of
         exercisability, vesting or lapse of the applicable Restriction Period
         shall not occur to the extent that the Company's independent public
         accountants determine in good faith that such acceleration would
         preclude "pooling of interests" accounting.

         8.2 CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred:



                                       15
<Page>

             (a) upon any "person" as such term is used in Sections 13(d) and
         14(d) of the Exchange Act (other than CEP, MSDWCP, the Company, any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company, or any company owned, directly or
         indirectly, by the stockholders of the Company in substantially the
         same proportions as their ownership of Common Stock of the Company),
         becoming the beneficial owner (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of securities of the Company
         representing 50% or more of the combined voting power of the Company's
         then outstanding securities;

             (b) during any period of 2 consecutive years, individuals who at
         the beginning of such period constitute the Board, and any new director
         (other than a director designated by a person who has entered into an
         agreement with the Company to effect a transaction described in
         paragraph (a), (c), or (d) of this Section or a director whose initial
         assumption of office occurs as a result of either an actual or
         threatened election contest (as such term is used in Rule 14a-11 of
         Regulation 14A promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         person other than the Board) whose election by the Board or nomination
         for election by the Company's stockholders was approved by a vote of at
         least two-thirds of the directors then still in office who either were
         directors at the beginning of the two-year period or whose election or
         nomination for election was previously so approved, cease for any
         reason to constitute at least a majority of the Board;

             (c) a merger or consolidation of the Company or a Subsidiary with
         any other corporation, other than a merger or consolidation which would
         result in the voting securities of the Company outstanding immediately
         prior thereto continuing to represent (either by remaining outstanding
         or by being converted into voting securities of the surviving entity)
         more than 35% of the combined voting power of the voting securities of
         the Company or such surviving entity or such surviving entity's parent
         outstanding immediately after such merger or consolidation; or

             (d) upon the approval by the stockholders of the Company of a plan
         of complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets other than the sale or disposition of all or substantially all
         of the assets of the Company to a person or persons who beneficially
         own, directly or indirectly, at least 50% or more of the combined
         voting power of the outstanding voting securities of the Company at the
         time of the sale.

         8.3 INITIAL PUBLIC OFFERING NOT A CHANGE IN CONTROL. For purposes of
the Plan, an initial public offering of the Common Stock of the Company shall
not be deemed to be a Change in Control.



                                       16
<Page>

                                   ARTICLE IX

                        TERMINATION OR AMENDMENT OF PLAN

         Notwithstanding any other provision of this Plan, the Board or the
Committee may at any time, and from time to time, amend, in whole or in part,
any or all of the provisions of this Plan (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in Article XII), or suspend or terminate it entirely, retroactively
or otherwise; provided, however, that, unless otherwise required by law or
specifically provided herein, the rights of a Participant with respect to Awards
granted prior to such amendment, suspension or termination, may not be impaired
without the consent of such Participant. In no event may this Plan be amended
without the approval of the stockholders of the Company, if and to the extent
required by the applicable provisions of Rule 16b-3 or, if and to the extent
required, by the applicable provisions of Section 162(m) of the Code, or with
regard to Incentive Stock Options, Section 422 of the Code, which would (i)
increase the aggregate number of shares of Common Stock that may be issued under
this Plan; (ii) decrease the minimum exercise price of any Stock Option; (iii)
increase the maximum individual Participant limitations for a calendar year
under Section 4.1; (iv) change the classification of employees, Consultants and
non-employee directors eligible to receive Stock Options under this Plan; or (v)
any other amendment that would require stockholder approval in order for the
Plan to continue to comply with the applicable provisions, if any, of Rule
16b-3, Section 162(m) of the Code or, with regard to Incentive Stock Options,
Section 422 of the Code or with the rules of any exchange or system on which the
Company's securities are listed or traded.

         The Committee may amend the terms of any Stock Option theretofore
granted, prospectively or retroactively, but, subject to Article IV above or as
otherwise specifically provided herein, no such amendment or other action by the
Committee shall impair the rights of any holder without the holder's consent.

                                   ARTICLE X

                              NON-EMPLOYEE DIRECTOR
                               STOCK OPTION GRANTS

         10.1 STOCK OPTIONS. The terms of this Article X shall apply only to
Stock Options granted to non-employee directors.

         10.2 GRANTS. The Board shall have the authority to grant Stock Options
to each Non-Employee Director in accordance with the following provisions:

              (a) Stock Options to purchase up to a maximum of 100,000 shares of
         Common Stock as of the date the Non-Employee Director begins service as
         a Non-Employee Director on the Board; and



                                       17
<Page>

              (b) In addition to Stock Options granted pursuant to (a) above,
         Stock Options to purchase up to a maximum of 100,000 shares of Common
         Stock as of the first day of the month following the annual meeting of
         the shareholders of the Company, provided he or she has not, as of such
         day, experienced a Termination of Directorship, other than in the year
         the Non-Employee Director receives a grant of Stock Options pursuant to
         (a) above.

         10.3 NON-QUALIFIED STOCK OPTIONS. Stock Options granted under this
Article X shall be Non-Qualified Stock Options.

         10.4 TERMS OF STOCK OPTIONS. Stock Options granted under this Article X
shall be subject to the following terms and conditions, and shall be in such
form and contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Board shall deem desirable:

              (a) STOCK OPTION PRICE. The exercise price per share of Common
         Stock shall be determined by the Board at the time of grant.

              (b) STOCK OPTION TERM. The term of each Stock Option shall be 10
         years.

              (c) EXERCISABILITY. Except as otherwise provided herein,
         twenty-five percent (25%) of any Option granted under this Article X
         shall be exercisable on or after each of the four anniversaries
         following the date of grant.

              (d) METHOD OF EXERCISE. Subject to whatever installment exercise
         and waiting period provisions apply under subsection (c) above, Stock
         Options may be exercised in whole or in part at any time and from time
         to time during the Stock Option term, by giving written notice of
         exercise to the Board specifying the number of shares to be purchased.
         Such notice shall be accompanied by payment in full of the purchase
         price as follows: (i) in cash or by check, bank draft or money order
         payable to the Company; (ii) if the Common Stock is traded on a
         national securities exchange, The Nasdaq Stock Market, Inc. or quoted
         on a national quotation system sponsored by the National Association of
         Securities Dealers, through a "cashless exercise" procedure whereby the
         Participant delivers irrevocable instructions to a broker to deliver
         promptly to the Company an amount equal to the purchase price; or (iii)
         on such other terms and conditions that may be acceptable tot he Board
         (including, without limitation, the relinquishment of Stock Options or
         by payment in full or in part in the form of Common Stock owned by the
         Participant for at least 6 months (and for which the Participant has
         good title free and clear of any liens and encumbrances) based on the
         Fair Market Value of the Common Stock on the payment date). No shares
         of Common Stock shall be issued until payment, as provided herein,
         therefor has been made or provided for.



                                       18
<Page>

              (e) FORM, MODIFICATION, EXTENSION AND RENEWAL OF STOCK OPTIONS.
         Subject to the terms and conditions and within the limitations of the
         Plan, a Stock Option shall be evidenced by such form of agreement or
         grant as is approved by the Board, and the Board may modify, extend or
         renew outstanding Stock Options granted under the Plan (provided that
         the rights of a Participant are not reduced without his consent).

         10.5 TERMINATION OF DIRECTORSHIP. The following rules apply with regard
to Stock Options upon the Termination of Directorship:

              (a) TERMINATION OF DIRECTORSHIP BY REASON OF DEATH, DISABILITY,
         RETIREMENT OR OTHERWISE. If a Participant's Termination of Directorship
         is by reason of death, Disability, Retirement or otherwise (other than
         for Cause), all Stock Options held by such Participant which are
         exercisable at the time of the Participant's Termination of
         Directorship may be exercised by the Participant (or, in the case of
         death, by the legal representative of the Participant's estate) at any
         time within a period of one year from the date of such Termination of
         Directorship, but in no event beyond the expiration of the stated term
         of such Stock Option.

              (b) CANCELLATION OF OPTIONS. Except as provided in (a) above, no
         Stock Options that were not exercisable as of the date of Termination
         of Directorship shall thereafter become exercisable upon a Termination
         of Directorship for any reason or no reason whatsoever, and such Stock
         Options shall terminate and become null and void upon a Termination of
         Directorship. If a Non-Employee Director's Termination of Directorship
         is for Cause, all Stock Options held by the Non-Employee Director shall
         thereupon terminate and expire as of the date of termination.

         10.6 ACCELERATION OF EXERCISABILITY. All Stock Options granted to
non-employee directors and not previously exercisable shall become fully
exercisable immediately upon a Change in Control (as defined herein). For this
purpose, a "Change in Control" shall have the meaning set forth in Section 8.2.

         10.7 CHANGES. The Awards to a non-employee director shall be subject to
Sections 4.2 of the Plan.

                                   ARTICLE XI

                                  UNFUNDED PLAN

         11.1 UNFUNDED STATUS OF PLAN. This Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments as to which a Participant has a fixed and vested interest but which are
not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
unsecured creditor of the Company.



                                       19
<Page>

                                  ARTICLE XII

                               GENERAL PROVISIONS

         12.1 LEGEND. The Committee may require each person receiving shares
pursuant to an Award under this Plan to represent to and agree with the Company
in writing that the Participant is acquiring the shares without a view to
distribution thereof. In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on Transfer.

         All certificates for shares of Common Stock delivered under this Plan
shall be subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed or any national securities association system upon
whose system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         12.2 OTHER PLANS. Nothing contained in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

         12.3 NO RIGHT TO EMPLOYMENT/CONSULTANCY. Neither this Plan nor the
grant of any Award hereunder shall give any Participant or other employee or
Consultant any right with respect to continuance of employment or consultancy by
the Company or any Affiliate, nor shall they be a limitation in any way on the
right of the Company or any Affiliate by which an employee is employed or a
Consultant is retained to terminate his employment or consultancy at any time.

         12.4 WITHHOLDING OF TAXES. The Company shall have the right to deduct
from any payment to be made to a Participant, or to otherwise require, prior to
the issuance or delivery of any shares of Common Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.

         Any statutorily required withholding obligation with regard to any
Eligible Employee may be satisfied, subject to the consent of the Committee, by
reducing the number of shares of Common Stock otherwise deliverable or by
delivering shares of Common Stock already owned. Any fraction of a share of
Common Stock required to satisfy such tax obligations shall be disregarded and
the amount due shall be paid instead in cash by the Participant.



                                       20
<Page>

         12.5 LISTING AND OTHER CONDITIONS.

              (a) Unless otherwise determined by the Committee, as long as the
         Common Stock is listed on a national securities exchange or system
         sponsored by a national securities association, the issue of any shares
         of Common Stock pursuant to a Stock Option shall be conditioned upon
         such shares being listed on such exchange or system. The Company shall
         have no obligation to issue such shares unless and until such shares
         are so listed, and the right to exercise any Stock Option with respect
         to such shares shall be suspended until such listing has been effected.

              (b) If at any time counsel to the Company shall be of the opinion
         that any sale or delivery of shares of Common Stock pursuant to a Stock
         Option is or may in the circumstances be unlawful or result in the
         imposition of excise taxes on the Company under the statutes, rules or
         regulations of any applicable jurisdiction, the Company shall have no
         obligation to make such sale or delivery, or to make any application or
         to effect or to maintain any qualification or registration under the
         Securities Act or otherwise with respect to shares of Common Stock or
         Stock Option, and the right to exercise any Stock Option shall be
         suspended until, in the opinion of said counsel, such sale or delivery
         shall be lawful or will not result in the imposition of excise taxes on
         the Company.

              (c) Upon termination of any period of suspension under this
         Section 12.5, a Stock Option affected by such suspension which shall
         not then have expired or terminated shall be reinstated as to all
         shares available before such suspension and as to shares which would
         otherwise have become available during the period of such suspension,
         but no such suspension shall extend the term of any Stock Option.

              (d) A Participant shall be required to supply the Company with any
         certificates, representations and information that the Company requests
         and otherwise cooperate with the Company in obtaining any listing,
         registration, qualification, exemption, consent or approval the Company
         deems necessary or appropriate.

         12.6 STOCKHOLDERS AGREEMENT. As a condition to the receipt of shares of
Common Stock pursuant to a Stock Option under this Plan, to the extent required
by the Committee, the Participant shall execute and deliver a stockholder's
agreement or such other documentation which shall set forth certain restrictions
on transferability of the shares of Common Stock acquired upon exercise or
purchase, a right of first refusal of the Company with respect to shares, the
right of the Company to purchase Common Stock in accordance with this Plan and
such other terms as the Board or Committee shall from time to time establish.
Such stockholder's agreement shall apply to all Common Stock acquired under the
Plan.



                                       21
<Page>

         12.7 GOVERNING LAW. This Plan shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).

         12.8 CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

         12.9 OTHER BENEFITS. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

         12.10 COSTS. The Company shall bear all expenses included in
administering this Plan, including expenses of issuing Common Stock pursuant to
any Awards hereunder.

         12.11 NO RIGHT TO SAME BENEFITS. The provisions of Stock Options need
not be the same with respect to each Participant, and such Stock Options to
individual Participants need not be the same in subsequent years.

         12.12 DEATH/DISABILITY. The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the transfer of an Award. The
Committee may also require that the agreement of the transferee to be bound by
all of the terms and conditions of this Plan.

         12.13 SUCCESSORS AND ASSIGNS. The Plan shall be binding on all
successors and permitted assigns of a Participant, including, without
limitation, the estate of such Participant and the executor, administrator or
trustee of such estate.

         12.14 SEVERABILITY OF PROVISIONS. If any provision of this Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provisions had not been included.

         12.15 HEADINGS AND CAPTIONS. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of
this Plan, and shall not be employed in the construction of this Plan.

         12.16 SECTION 16(B) OF THE EXCHANGE ACT. All elections and transactions
under this Plan by persons subject to Section 16 of the Exchange Act involving
shares of


                                       22
<Page>

Common Stock are intended to comply with any applicable exemptive condition
under Rule 16b-3. The Committee may establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the administration and operation of
this Plan and the transaction of business thereunder.

                                  ARTICLE XIII

                             EFFECTIVE DATE OF PLAN

         13.1 The Plan shall become effective upon adoption by the Board,
subject to the approval of this Plan by the stockholders of the Company in
accordance with the requirements of the laws of the State of Delaware, or such
later date as provided in the adopting resolution.

                                  ARTICLE XIV

                                  TERM OF PLAN

         14.1 No Stock Option shall be granted pursuant to this Plan on or after
the tenth anniversary of the earlier of the date this Plan is adopted or the
date of stockholder approval, but Stock Options granted prior to such tenth
anniversary may, and the Committee's authority to administer the terms of such
Options shall, extend beyond that date.



                                       23