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                                   Exhibit 4.2

                            2001 STOCK INCENTIVE PLAN

                                  BIOLABS, INC.
                            2001 STOCK INCENTIVE PLAN

     This 2001 STOCK INCENTIVE PLAN (the "Plan") is hereby established and
adopted as of September 21, 2001 (the "Effective Date") by BioLabs, Inc., a
New York corporation (the "Company").

                                    ARTICLE 1

                              PURPOSES OF THE PLAN

     1.1   PURPOSES.  The purposes of the Plan are (a) to enhance the
Company's ability to attract, motivate and retain the services of qualified
employees, officers, directors, consultants and other service providers (to
the extent qualifying under Article 3 hereof) upon whose judgment, initiative
and efforts the successful conduct and development of the Company's business
largely depends, and (b) to provide additional incentives to such persons or
entities to devote their utmost effort and skill to the advancement and
betterment of the Company, by providing them an opportunity to participate in
the ownership of the Company and thereby have an interest in the success and
increased value of the Company.

                                    ARTICLE 2

                                   DEFINITIONS

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

     2.1   "ADMINISTRATOR" means the Board or, if the Board delegates
responsibility for any matter to the Committee, the term Administrator shall
mean the Committee.

     2.2   "AFFILIATED COMPANY" means any "parent corporation" or "subsidiary
corporation" of the Company, whether now existing or hereafter created or
acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code,
respectively.

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

     2.4   "CHANGE IN CONTROL" means (i) the acquisition, directly or
indirectly, in one transaction or a series of related transactions, by any
person or group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) of the beneficial ownership of securities of
the Company possessing more than fifty percent (50%) of the total combined
voting power of all outstanding securities of the Company; (ii) a merger or
consolidation in which the holders of the outstanding voting securities of the
Company immediately prior to such merger or consolidation hold, in the
aggregate, securities possessing less than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the surviving or
acquiring entity immediately after such merger or

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consolidation; (iii) the sale, transfer or other disposition (in one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company; or (v) the approval by the shareholders of a plan or proposal
for the liquidation or dissolution of the Company.

     2.5   "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

     2.6   "COMMITTEE" means a committee of two or more members of the Board
appointed to administer the Plan, as set forth in Section 7.1 hereof.

     2.7   "COMMON STOCK" means the Common Stock, $0.0001 par value, of the
Company, subject to adjustment pursuant to Section 4.2 hereof.

     2.8   "COVERED EMPLOYEE" means the chief executive officer of the Company
(or the individual acting in such capacity) and the four (4) other individuals
that are the highest compensated officers of the Company for the relevant
taxable year for whom total compensation is required to be reported to
shareholders under the Exchange Act. References to a Covered Employee in the
Plan shall apply only at such time that a Company security is Publicly Traded.

     2.9   "DISABILITY" means permanent and total disability as defined in
Section 22(e)(3) of the Code. The Administrator's determination of a Disability
or the absence thereof shall be conclusive and binding on all interested
parties.

     2.10  "EFFECTIVE DATE" means September 21, 2001, which is the date on which
the Plan was adopted by the Board.

     2.11  "EXCHANGE ACT" means the Securities and Exchange Act of 1934, as
amended.

     2.12  "EXERCISE PRICE" means the purchase price per share of Common Stock
payable upon exercise of an Option.

     2.13  "FAIR MARKET VALUE" on any given date means the value of one share of
Common Stock, determined as follows:

           (a)  If the Common Stock is then listed or admitted to trading on
a NASDAQ market system or a stock exchange which reports closing sale prices,
the Fair Market Value shall be the closing sale price on the date of
valuation on such NASDAQ market system or principal stock exchange on which
the Common Stock is then listed or admitted to trading, or, if no closing
sale price is quoted on such day, then the Fair Market Value shall be the
closing sale price of the Common Stock on such NASDAQ market system or such
exchange on the next preceding day on which a closing sale price is quoted.

           (b)  If the Common Stock is not then listed or admitted to trading on
a NASDAQ market system or a stock exchange which reports closing sale prices,
the Fair Market Value shall be the average of the closing bid and asked prices
of the Common Stock in the over-the-counter market on the date of valuation.


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           (c)  If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Administrator
in good faith using any reasonable method of evaluation, which determination
shall be conclusive and binding on all interested parties.

     2.14  "INCENTIVE OPTION" means any Option designated and qualified as an
"incentive stock option" as defined in Section 422 of the Code.

     2.15  "INCENTIVE OPTION AGREEMENT" means an Option Agreement with respect
to an Incentive Option.

     2.16  "NASD DEALER" means a broker-dealer that is a member of the National
Association of Securities Dealers, Inc.

     2.17  "NONQUALIFIED OPTION" means any Option that is not an Incentive
Option. To the extent that any Option designated as an Incentive Option fails in
whole or in part to qualify as an Incentive Option, including, without
limitation, for failure to meet the limitations applicable to a 10% Stockholder
or because it exceeds the annual limit provided for in Section 5.6 below, it
shall to that extent constitute a Nonqualified Option.

     2.18  "NONQUALIFIED OPTION AGREEMENT" means an Option Agreement with
respect to a Nonqualified Option.

     2.19  "OPTION" means any option to purchase Common Stock granted pursuant
to the Plan.

     2.20  "OPTION AGREEMENT" means the written agreement entered into between
the Company and the Optionee with respect to an Option granted under the Plan.

     2.21  "OPTIONEE" means a Participant who holds an Option.

     2.22  "PARTICIPANT" means an individual or entity who holds an Option or
Restricted Stock under the Plan.

     2.23  "PUBLICLY TRADED" means any security of the Company that is listed
(or approved for listing upon notice of issuance) on any securities exchange or
designated (or approved for designation upon notice of issuance) as a national
market security on an interdealer quotation system if such securities exchange
or interdealer quotation system has been certified in accordance with the
provisions of Section 25100(o) of the California Corporate Securities Law of
1968.

     2.24  "PURCHASE PRICE" means the purchase price per share of Restricted
Stock.

     2.25  "RESTRICTED STOCK" means shares of Common Stock issued pursuant to
Article 6 hereof, subject to any restrictions and conditions as are established
pursuant to such Article 6.

     2.26  "SERVICE PROVIDER" means a consultant or other person or entity the
Administrator authorizes to become a Participant in the Plan and who provides
services to (i) the Company, (ii) an Affiliated Company, or (iii) any other
business venture designated by


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the Administrator in which the Company (or any entity that is a successor to the
Company) or an Affiliated Company has a significant ownership interest.

     2.27  "STOCK PURCHASE AGREEMENT" means the written agreement entered into
between the Company and a Participant with respect to the purchase of Restricted
Stock under the Plan.

     2.28  "10% STOCKHOLDER" means a person who, as of a relevant date, owns or
is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of an Affiliated Company.

                                   ARTICLE 3

                                  ELIGIBILITY

     3.1   INCENTIVE OPTIONS.  Subject to Section 3.4, only employees of the
Company or of an Affiliated Company (including members of the Board if they are
employees of the Company or of an Affiliated Company) are eligible to receive
Incentive Options under the Plan.

     3.2   NONQUALIFIED OPTIONS AND RESTRICTED STOCK.  Subject to Section 3.4,
employees of the Company or of an Affiliated Company, members of the Board
(whether or not employed by the Company or an Affiliated Company), and Service
Providers are eligible to receive Nonqualified Options or acquire Restricted
Stock under the Plan.

     3.3   LIMITATION ON SHARES.  In no event shall any Participant be granted
Options in any one calendar year pursuant to which the aggregate number of
shares of Common Stock that may be acquired thereunder exceeds Two Hundred
Thousand (200,000) shares, subject to adjustment as to the number and kind of
shares pursuant to Section 4.2 hereof.

     3.4   RESTRICTIONS.  Notwithstanding Sections 3.1 and 3.2 above or any
other provision of this Plan to the contrary, (i) no Incentive Options shall
be issued under the Plan and (ii) no director or officer of the Company or any
Affiliated Company shall be eligible to receive an Option or acquire
Restricted Stock, or any right to receive the same, pursuant to this Plan
unless and until this Plan has been approved by a majority of the shares
present and entitled to vote at a meeting of the Company's shareholders.

                                    ARTICLE 4

                                   PLAN SHARES

     4.1   SHARES SUBJECT TO THE PLAN.  The number of shares of Common Stock
that may be issued under the Plan shall be equal to Two Million (2,000,000)
shares, subject to adjustment as to the number and kind of shares pursuant to
Section 4.2 hereof. For purposes of this limitation, in the event that (a) all
or any portion of any Option granted under the Plan can no longer under any
circumstances be exercised, or (b) any shares of Common Stock are reacquired
by the Company pursuant to an Incentive Option Agreement, Nonqualified Option
Agreement or Stock Purchase Agreement, the shares of Common Stock allocable to
the

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unexercised portion of such Option or the shares so reacquired shall again be
available for grant or issuance under the Plan.

     4.2   CHANGES IN CAPITAL STRUCTURE.  In the event that the outstanding
shares of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, the number and
kind of shares and the price per share subject to outstanding Option Agreements
and Stock Purchase Agreements and the limit on the number of shares under
Section 3.3, all in order to preserve, as nearly as practical, but not to
increase, the benefits to Participants.

                                    ARTICLE 5

                                     OPTIONS

     5.1   OPTION AGREEMENT.  Each Option granted pursuant to this Plan shall be
evidenced by an Option Agreement which shall specify the number of shares
subject thereto, vesting provisions relating to such Option, the Exercise Price
per share, and whether the Option is an Incentive Option or Nonqualified Option.
As soon as is practical following the grant of an Option, an Option Agreement
shall be duly executed and delivered by or on behalf of the Company to the
Optionee to whom such Option was granted. Each Option Agreement shall be in such
form and contain such additional terms and conditions, not inconsistent with the
provisions of this Plan, as the Administrator shall, from time to time, deem
desirable, including, without limitation, the imposition of any rights of first
refusal and resale obligations upon any shares of Common Stock acquired pursuant
to an Option Agreement. Each Option Agreement may be different from each other
Option Agreement.

     5.2   EXERCISE PRICE.  The Exercise Price per share of Common Stock
covered by each Option shall be determined by the Administrator, subject to
the following: (a) the Exercise Price of an Incentive Option shall not be less
than 100% of Fair Market Value on the date the Incentive Option is granted,
(b) the Exercise Price of a Nonqualified Option shall not be less than 100% of
Fair Market Value on the date the Nonqualified Option is granted, and (c) if
the person to whom an Option is granted is a 10% Stockholder on the date of
grant, the Exercise Price shall not be less than 110% of Fair Market Value on
the date the Option is granted.

     5.3   PAYMENT OF EXERCISE PRICE.  Payment of the Exercise Price shall be
made upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c)
the surrender of shares of Common Stock owned by the Optionee (provided that
shares acquired pursuant to the exercise of options granted by the Company must
have been held by the Optionee for the requisite period necessary to avoid a
charge to the Company's earnings for financial reporting purposes), which
surrendered shares shall be valued at Fair Market Value as of the date of such
exercise; (d) the Optionee's promissory note in a form and on terms acceptable
to the Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and


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an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option
and to sell a portion of the shares so purchased to pay for the Exercise Price
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; (h) provided that a public
market for the Common Stock exists, a "margin" commitment from the Optionee and
an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option
and to pledge the shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; or (i) any combination of
the foregoing methods of payment or any other consideration or method of payment
as shall be permitted by applicable corporate law.

     5.4   TERM AND TERMINATION OF OPTIONS.  The term and termination of each
Option shall be as fixed by the Administrator, but no Option may be exercisable
more than ten (10) years after the date it is granted. An Incentive Option
granted to a person who is a 10% Stockholder on the date of grant shall not be
exercisable more than five (5) years after the date it is granted.

     5.5   VESTING AND EXERCISE OF OPTIONS.  Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator.

     5.6   ANNUAL LIMIT ON INCENTIVE OPTIONS.  To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock shall
not, with respect to which Incentive Options granted under this Plan and any
other plan of the Company or any Affiliated Company become exercisable for the
first time by an Optionee during any calendar year, exceed $100,000.

     5.7   NONTRANSFERABILITY OF OPTIONS.  No Option shall be assignable or
transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee; provided,
however, that, in the discretion of the Administrator, any Option may be
assigned or transferred in any manner unless such assignment or transfer is not
permitted under the Code.

     5.8   RIGHTS AS STOCKHOLDER.  An Optionee or permitted transferee of an
Option shall have no rights or privileges as a Stockholder with respect to any
shares covered by an Option until such Option has been duly exercised and
certificates representing shares purchased upon such exercise have been issued
to such person.

                                    ARTICLE 6

                                RESTRICTED STOCK

     6.1   ISSUANCE OF RESTRICTED STOCK.  The Administrator shall have the
right to issue, at a Purchase Price determined by the Administrator (provided
that such Purchase Price shall not be less than Fair Market Value for shares
issued to a Covered Employee), shares of Common Stock subject to such terms,
restrictions and conditions as the Administrator may

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determine at the time of grant ("Restricted Stock"). Such conditions may
include, but are not limited to, continued employment or the achievement of
specified performance goals or objectives.

     6.2   RESTRICTED STOCK PURCHASE AGREEMENTS.  A Participant shall have no
rights with respect to the shares of Restricted Stock covered by a Stock
Purchase Agreement until the Participant has paid the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and has executed and
delivered to the Company the Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from
time to time, deem desirable. Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

     6.3   PAYMENT OF PURCHASE PRICE.  Subject to any legal restrictions,
payment of the Purchase Price may be made, in the discretion of the
Administrator, by: (a) cash; (b) check; (c) the surrender of shares of Common
Stock owned by the Participant (provided that shares acquired pursuant to the
exercise of options granted by the Company shall have been held by the
Participant for the requisite period necessary to avoid a charge to the
Company's earnings for financial reporting purposes), which surrendered shares
shall be valued at Fair Market Value as of the date of such acceptance; (d)
the Participant's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Participant; (f) the waiver of compensation due or accrued to the Participant
for services rendered; or (g) any combination of the foregoing methods of
payment or any other consideration or method of payment as shall be permitted
by applicable corporate law.

     6.4   RIGHTS AS A STOCKHOLDER.  Upon complying with the provisions of
Section 6.2 hereof, a Participant shall have the rights of a stockholder with
respect to the Restricted Stock purchased pursuant to a Stock Purchase
Agreement, including voting and dividend rights, subject to the terms,
restrictions and conditions as are set forth in such Stock Purchase Agreement.
Unless the Administrator shall determine otherwise, certificates evidencing
shares of Restricted Stock shall remain in the possession of the Company until
such shares have vested in accordance with the terms of the Stock Purchase
Agreement.

     6.5   RESTRICTIONS.  Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement or by the Administrator.
In the event of termination of a Participant's employment, service as a director
of the Company or Service Provider status for any reason whatsoever (including
death or disability), the Stock Purchase Agreement may provide, in the
discretion of the Administrator, that the Company shall have the right,
exercisable at the discretion of the Administrator, to repurchase (i) at the
original Purchase Price, any shares of Restricted Stock which have not vested as
of the date of termination, and (ii) at Fair Market Value, any shares of
Restricted Stock which have vested as of such date, on such terms as may be
provided in the Stock Purchase Agreement.

     6.6   VESTING OF RESTRICTED STOCK.  The Stock Purchase Agreement shall
specify the date or dates, the performance goals or objectives which must be
achieved, and any other conditions on which the Restricted Stock may vest.


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     6.7   DIVIDENDS.  If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.

                                    ARTICLE 7

                           ADMINISTRATION OF THE PLAN

     7.1   ADMINISTRATOR.  Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or
more members of the Board (the "Committee"). Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board.
The Board may limit the composition of the Committee to those persons necessary
to comply with the requirements of Section 162(m) of the Code and Section 16 of
the Exchange Act. As used herein, the term "Administrator" means the Board or,
with respect to any matter as to which responsibility has been delegated to the
Committee, the term Administrator shall mean the Committee.

     7.2   POWERS OF THE ADMINISTRATOR.  In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law, the
Administrator shall have full power and authority: (a) to determine the persons
to whom, and the time or times at which, Incentive Options or Nonqualified
Options or rights to purchase Restricted Stock shall be granted, the number of
shares to be represented by each Option and the number of shares of Restricted
Stock to be offered, and the consideration to be received by the Company upon
the exercise of such Options or sale of such Restricted Stock; (b) to interpret
the Plan; (c) to create, amend or rescind rules and regulations relating to the
Plan; (d) to determine the terms, conditions and restrictions contained in, and
the form of, Option Agreements and Stock Purchase Agreements; (e) to determine
the identity or capacity of any persons who may be entitled to exercise a
Participant's rights under any Option or Stock Purchase Agreement under the
Plan; (f) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option Agreement or Stock Purchase
Agreement; (g) to accelerate the vesting of any Option or release or waive any
repurchase rights of the Company with respect to Restricted Stock; (h) to extend
the exercise date of any Option; (i) to provide for rights of first refusal
and/or repurchase rights; (j) to amend outstanding Option Agreements and Stock
Purchase Agreements to provide for, among other things, any change or
modification which the Administrator could have included in the original
Agreement or in furtherance of the powers provided for herein; and (k) to make
all other determinations necessary or advisable for the administration of the
Plan, but only to the extent not contrary to the express provisions of the Plan.
Any action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.

     7.3   LIMITATION ON LIABILITY.  No employee of the Company or member of the
Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person acts fraudulently or in bad faith. To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any employee of the Company with duties under the Plan, who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed proceeding, whether civil, criminal,


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administrative or investigative, by reason of such person's conduct in the
performance of duties under the Plan.

                                    ARTICLE 8

                                CHANGE IN CONTROL

     8.1   CHANGE IN CONTROL.  In order to preserve a Participant's rights in
the event of a Change in Control of the Company:

           (a)  Vesting of all outstanding Options shall accelerate
automatically effective as of immediately prior to the consummation of the
Change in Control unless the Options are to be assumed by the acquiring or
successor entity (or parent thereof) or new options or New Incentives are to
be issued in exchange therefor, as provided in subsection (b) below.

           (b)  Vesting of outstanding Options shall not accelerate if and to
the extent that: (i) the Options (including the unvested portion thereof) are
to be assumed by the acquiring or successor entity (or parent thereof) or new
options of comparable value are to be issued in exchange therefor pursuant to
the terms of the Change in Control transaction, or (ii) the Options (including
the unvested portion thereof) are to be replaced by the acquiring or successor
entity (or parent thereof) with other incentives under a new incentive program
("New Incentives") containing such terms and provisions as the Administrator
in its discretion may consider equitable. If outstanding Options are assumed,
or if new options of comparable value are issued in exchange therefor, then
each such Option or new option shall be appropriately adjusted, concurrently
with the Change in Control, to apply to the number and class of securities or
other property that the Participant would have received pursuant to the Change
in Control transaction in exchange for the shares issuable upon exercise of
the Option had the Option been exercised immediately prior to the Change in
Control, and appropriate adjustment also shall be made to the Exercise Price
such that the aggregate Exercise Price of each such Option or new option shall
remain the same as nearly as practicable.

           (c)  The Administrator in its discretion may provide in any Option
Agreement that if such Option is assumed by an acquiring or successor entity (or
parent thereof) or a new option of comparable value or New Incentive is issued
in exchange therefor pursuant to the terms of a Change in Control transaction,
then vesting of the Option, the new option or the New Incentive shall accelerate
if and at such time as the Participant's service as an employee, director,
officer, consultant or other service provider to the acquiring or successor
entity (or a parent or subsidiary thereof) is terminated (involuntarily or
voluntarily terminates such service under certain circumstances) within a
specified period following consummation of the Change in Control, pursuant to
such terms and conditions as shall be set forth in the Option Agreement.

           (d)  If outstanding Options will accelerate pursuant to subsection
(a) above, the Administrator in its discretion may provide, in connection with
the Change in Control transaction, for the purchase or exchange of each Option
for an amount of cash or other property having a value equal to the difference
(or "spread") between: (x) the value of the cash or other property that the
Participant would have received pursuant to the Change in

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Control transaction in exchange for the shares issuable upon exercise of the
Option had the Option been exercised immediately prior to the Change in Control,
and (y) the Exercise Price of the Option.

           (e)  If a Participant holds shares of Restricted Stock that are not
fully vested at the time a Change in Control occurs, the provisions set forth
above in this Article 8 with respect to the vesting of Options also shall apply
to the vesting of shares of Restricted Stock. Therefore, if the vesting of
outstanding Options does not accelerate because they are assumed or new options
of comparable value or New Incentives are issued in exchange therefor, as
contemplated by Section 8.1(b), then the vesting provisions of the Restricted
Stock shall also continue on a comparable basis following consummation of the
Change in Control. Likewise, if outstanding Options are not assumed and the
vesting of outstanding Options accelerates, as provided in Section 8.1(a), then
the vesting of shares of Restricted Stock also shall accelerate upon
consummation of the Change in Control.

           (f)  Outstanding Options shall terminate and cease to be
exercisable upon consummation of a Change in Control except to the extent that
the Options are assumed by the successor entity (or parent thereof), or new
options of comparable value or New Incentives are issued in exchange therefor
pursuant to the terms of the Change in Control transaction where in such case,
such Outstanding Options shall terminate and cease to be exercisable upon
consummation of such Change in Control.

                                    ARTICLE 9

                      AMENDMENT AND TERMINATION OF THE PLAN

     9.1   AMENDMENTS.  The Board may from time to time alter, amend, suspend or
terminate the Plan in such respects as the Board may deem advisable. No such
alteration, amendment, suspension or termination shall be made which shall
substantially affect or impair the rights of any Participant under an
outstanding Option Agreement or Stock Purchase Agreement without such
Participant's consent. The Board may alter or amend the Plan to comply with
requirements under the Code relating to Incentive Options or other types of
options which give Optionee more favorable tax treatment than that applicable to
Options granted under this Plan as of the date of its adoption. Upon any such
alteration or amendment, any outstanding Option granted hereunder may, if the
Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such terms
and conditions.

     9.2   PLAN TERMINATION.  Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options or rights to purchase Restricted Stock may be
granted under the Plan thereafter, but Option Agreements and Stock Purchase
Agreements then outstanding shall continue in effect in accordance with their
respective terms.


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                                   ARTICLE 10

                                 TAX WITHHOLDING

     10.1  WITHHOLDING.  The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
any applicable Federal, state, and local tax withholding requirements with
respect to any Options exercised or Restricted Stock issued under the Plan. To
the extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Participant to satisfy his or her obligation
to pay any such tax, in whole or in part, up to an amount determined on the
basis of the highest marginal tax rate applicable to such Participant, by (a)
directing the Company to apply shares of Common Stock to which the Participant
is entitled as a result of the exercise of an Option or as a result of the
purchase of or lapse of restrictions on Restricted Stock or (b) delivering to
the Company shares of Common Stock owned by the Participant. The shares of
Common Stock so applied or delivered in satisfaction of the Participant's tax
withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.

                                   ARTICLE 11

                                  MISCELLANEOUS

     11.1  BENEFITS NOT ALIENABLE.  Other than as provided above, benefits
under the Plan may not be assigned or alienated, whether voluntarily or
involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other
disposition shall be without effect.

     11.2  NO ENLARGEMENT OF EMPLOYEE RIGHTS.  This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and any Participant to be consideration for, or an
inducement to, or a condition of, the employment of any Participant. Nothing
contained in the Plan shall be deemed to give the right to any Participant to be
retained as an employee of the Company or any Affiliated Company or to interfere
with the right of the Company or any Affiliated Company to discharge any
Participant at any time.

     11.3  APPLICATION OF FUNDS.  The proceeds received by the Company from the
sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.


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