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                                                                     EXHIBIT 4.5











                                  EZENIA! INC.

                            2001 STOCK INCENTIVE PLAN





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                                TABLE OF CONTENTS



<TABLE>
<S>                                                                         <C>
1.   Purpose.................................................................1

2.   Definitions.............................................................1

3.   Term of the Plan........................................................3

4.   Stock Subject to the Plan...............................................3

5.   Administration..........................................................4

6.   Authorization and Eligibility...........................................4

7.   Specific Terms of Awards................................................5

8.   Adjustment Provisions...................................................8

9.   Settlement of Awards....................................................9

10.  Reservation of Stock....................................................11

11.  No Special Employment or Other Rights...................................12

12.  Nonexclusivity of the Plan..............................................12

13.  Termination and Amendment of the Plan...................................12

14.  Notices and Other Communications........................................12

15.  Governing Law...........................................................13
</TABLE>



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                                  EZENIA! INC.

                            2001 STOCK INCENTIVE PLAN


1.       PURPOSE

         This Plan is intended to encourage ownership of Common Stock by
employees, consultants, advisors and directors of the Company and its Affiliates
and to provide additional incentive for them to promote the success of the
Company's business. The Plan is not intended to be an incentive stock option
plan within the meaning of Section 422 of the Code.

2.       DEFINITIONS

         As used in this Plan, the following terms shall have the following
meanings:

         2.1. ACCELERATE, ACCELERATED, and ACCELERATION, when used with respect
to an Option, means that as of the time of reference the Option will become
exercisable with respect to some or all of the shares of Common Stock for which
it was not then otherwise exercisable by its terms, and, when used with respect
to Restricted Stock, means that the Risk of Forfeiture otherwise applicable to
the Stock shall expire with respect to some or all of the shares of Restricted
Stock then still otherwise subject to the Risk of Forfeiture.

         2.2. ACQUISITION means a merger or consolidation of the Company with or
into another person or the sale, transfer, or other disposition of all or
substantially all of the Company's assets to one or more other persons in a
single transaction or series of related transactions, unless securities
possessing more than 50% of the total combined voting power of the survivor's or
acquiror's outstanding securities (or the securities of any parent thereof) are
held by a person or persons who held securities possessing more than 50% of the
total combined voting power of the Company immediately prior to that
transaction.

         2.3. AFFILIATE means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

         2.4. AWARD means any grant or sale pursuant to the Plan of Options,
Restricted Stock or Stock Grants.

         2.5. AWARD AGREEMENT means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

         2.6. BOARD means the Company's Board of Directors.


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                                      -2-


         2.7. CHANGE OF CONTROL means any of the following transactions:

                  (a) any Acquisition, or

                  (b) any person or group of persons (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in
effect from time to time), other than the Company or an Affiliate, directly or
indirectly acquires beneficial ownership (determined pursuant to Securities and
Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of
securities possessing more than 50% of the total combined voting power of the
Company's outstanding securities pursuant to a tender or exchange offer made
directly to the Company's stockholders that the Board does not recommend such
stockholders to accept, or

                  (c) over a period of 36 consecutive months or less, there is a
change in the composition of the Board such that a majority of the Board members
(rounded up to the next whole number, if a fraction) ceases, by reason of one or
more proxy contests for the election of Board members, to be composed of
individuals who either (A) have been Board members continuously since the
beginning of that period, or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in the preceding clause (A) who were still in office at the time that
election or nomination was approved by the Board.

         2.8. CODE means the Internal Revenue Code of 1986, as amended from time
to time, or any successor statute thereto, and any regulations issued from time
to time thereunder.

         2.9. COMMITTEE means any committee of the Board delegated
responsibility by the Board for the administration of the Plan, as provided in
Section 5 of the Plan. For any period during which no such committee is in
existence "Committee" shall mean the Board and all authority and responsibility
assigned to the Committee under the Plan shall be exercised, if at all, by the
Board.

         2.10. COMMON STOCK or STOCK means common stock, par value $0.01 per
share, of the Company.

         2.11. COMPANY means Ezenia! Inc., a corporation organized under the
laws of the State of Delaware.

         2.12. GRANT DATE means the date as of which an Option is granted, as
determined under Section 7.1(a).

         2.13. MARKET VALUE means the value of a share of Common Stock on any
date as determined by the Committee.

         2.14. OPTION means an option to purchase shares of Common Stock.

         2.15. OPTIONEE means a Participant to whom an Option shall have been
granted under the Plan.


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                                      -3-


         2.16. PARTICIPANT means any holder of an outstanding Award under the
Plan.

         2.17. PLAN means this 2001 Stock Incentive Plan of the Company, as
amended from time to time, and including any attachments or addenda hereto.

         2.18. RESTRICTED STOCK means a grant of sale of shares of Common Stock
to a Participant subject to a Risk of Forfeiture.

         2.19. RESTRICTION PERIOD means the period of time, established by the
Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

         2.20. RISK OF FORFEITURE means a limitation on the right of the
Participant to retain Restricted Stock, including a right in the Company to
reacquire the Shares at less than their then Market Value, arising because of
the occurrence or non-occurrence of specified events or conditions.

         2.21. STOCK GRANT means the grant of shares of Common Stock not subject
to restrictions or other forfeiture conditions.

         2.22. STOCKHOLDERS' AGREEMENT means any agreement by and among the
holders of at least a majority of the outstanding voting securities of the
Company and setting forth, among other provisions, restrictions upon the
transfer of shares of Stock or on the exercise of rights appurtenant thereto
(including but not limited to voting rights).

3.       TERM OF THE PLAN

         Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted under this Plan at any time in the period commencing on the date
of approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the adoption of the Plan by the Board. Awards granted pursuant to
the Plan within that period shall not expire solely by reason of the termination
of the Plan.

4.       STOCK SUBJECT TO THE PLAN

         At no time shall the number of shares of Common Stock issued pursuant
to or subject to outstanding Awards granted under the Plan exceed 1,000,000
shares of Common Stock; SUBJECT, HOWEVER, to the provisions of Section 8 of the
Plan. For purposes of applying the foregoing limitation, if any Option expires,
terminates, or is cancelled for any reason without having been exercised in
full, or if any Award of Restricted Stock is forfeited by the recipient, the
shares not purchased by the Optionee or forfeited by the recipient shall again
be available for Awards to be granted under the Plan. Shares of Common Stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.


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                                      -4-


5.       ADMINISTRATION

         The Plan shall be administered by the Committee; PROVIDED, HOWEVER,
that at any time and on any one or more occasions the Board may itself exercise
any of the powers and responsibilities assigned the Committee under the Plan and
when so acting shall have the benefit of all of the provisions of the Plan
pertaining to the Committee's exercise of its authorities hereunder; and
PROVIDED FURTHER, HOWEVER, that the Committee may delegate to an executive
officer or officers the authority to grant Awards hereunder to employees who are
not officers, and to consultants, in accordance with such guidelines as the
Committee shall set forth at any time or from time to time. Subject to the
provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan including the
employee, consultant or director to receive the Award and the form of Award. In
making such determinations, the Committee may take into account the nature of
the services rendered by the respective employees, consultants, and directors,
their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall also have
complete authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, to determine the terms and provisions of the
respective Award Agreements (which need not be identical), and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations made in good faith on matters referred to in the Plan
shall be final, binding and conclusive on all persons having or claiming any
interest under the Plan or an Award made pursuant to hereto.

6.       AUTHORIZATION AND ELIGIBILITY

         The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant or advisor to one or more of
the Company and its Affiliates or to any non-employee member of the Board or of
any board of directors (or similar governing authority) of any Affiliate.
However, no Award shall be granted under the Plan to an officer or director of
the Company if such Award would cause the number of shares of Common Stock
issued, or reserved for issuance, to officers and directors of the Company under
the Plan to exceed 50% of the total number of shares of Common Stock issued, or
reserved for issuance, pursuant to outstanding Awards granted under the Plan.
Further, in no event shall the number of shares of Common Stock covered by
Options or other Awards granted to any one person in any one calendar year
exceed 25% of the aggregate number of shares of Common Stock subject to the
Plan.

         Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.


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                                      -5-


7.       SPECIFIC TERMS OF AWARDS

         7.1. OPTIONS.

                  (a) DATE OF GRANT. The granting of an Option shall take place
at the time specified in the Award Agreement. Only if expressly so provided in
the applicable Award Agreement shall the Grant Date be the date on which the
Award Agreement shall have been duly executed and delivered by the Company and
the Optionee.

                  (b) EXERCISE PRICE. The price at which shares of Common Stock
may be acquired under each Option shall be determined by the Committee.

                  (c) OPTION PERIOD. The term of exercise of each Option shall
be determined by the Committee.

                  (d) EXERCISABILITY. An Option may be immediately exercisable
or become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine. In the case of an Option not otherwise immediately
exercisable in full, the Committee may Accelerate such Option in whole or in
part at any time.

                  (e) TERMINATION OF ASSOCIATION WITH THE COMPANY. Unless the
Committee shall provide otherwise with respective to any Option, if the
Optionee's employment or other association with the Company and its Affiliates
ends for any reason, including because of the Optionee's employer ceasing to be
an Affiliate, any outstanding Option of the Optionee shall cease to be
exercisable in any respect not later than 90 days following that event and, for
the period it remains exercisable following that event, shall be exercisable
only to the extent exercisable at the date of that event. Military or sick leave
or other bona fide leave shall not be deemed a termination of employment or
other association, PROVIDED that it does not exceed the longer of ninety (90)
days or the period during which the absent Optionee's reemployment rights, if
any, are guaranteed by statute or by contract.

                  (f) TRANSFERABILITY. Except as otherwise provided in this
subsection (f), Options shall not be transferable, and no Option or interest
therein may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. All
of a Participant's rights in any Option may be exercised during the life of the
Participant only by the Participant or the Participant's legal representative.
However, the Committee may, at or after the grant of a Nonstatutory Option,
provide that such Option may be transferred by the recipient to a family member;
PROVIDED, HOWEVER, that any such transfer is without payment of any
consideration whatsoever and that no transfer of an Option shall be valid unless
first approved by the Committee, acting in its sole discretion. For this
purpose, "family member" means any child, stepchild, grandchild, parent,
stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-


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                                      -6-


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 the foregoing persons have more than fifty (50) percent of the
beneficial interests, a foundation in which the foregoing persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty (50) percent of the
voting interests.

                  (g) METHOD OF EXERCISE. An Option may be exercised by the
Optionee giving written notice, in the manner provided in Section 14, specifying
the number of shares with respect to which the Option is then being exercised.
The notice shall be accompanied by payment in the form of cash or check payable
to the order of the Company in an amount equal to the exercise price of the
shares to be purchased or, if the Committee had so authorized on or after grant
of an Option (and subject to such conditions, if any, as the Committee may deem
necessary to avoid adverse accounting effects to the Company) by delivery to the
Company of

                           (i) shares of Common Stock having a Market Value
         equal to the exercise price of the shares to be purchased, or

                           (ii) the Optionee's executed promissory note in the
         principal amount equal to the exercise price of the shares to be
         purchased and otherwise in such form as the Committee shall have
         approved.

If the Stock becomes traded on an established market, payment of any exercise
price may also be made through and under the terms and conditions of any formal
cashless exercise program authorized by the Company entailing the sale of the
Stock subject to an Option in a brokered transaction (other than to the
Company). Receipt by the Company of such notice and payment in any authorized or
combination of authorized means shall constitute the exercise of the Option.
Within thirty (30) days thereafter but subject to the remaining provisions of
the Plan, the Company shall deliver or cause to be delivered to the Optionee or
his agent a certificate or certificates for the number of shares then being
purchased. Such shares shall be fully paid and nonassessable.

                  (h) RIGHTS PENDING EXERCISE. No person holding an Option shall
be deemed for any purpose to be a stockholder of the Company with respect to any
of the shares of Stock issuable pursuant to his Option, except to the extent
that the Option shall have been exercised with respect thereto and, in addition,
a certificate shall have been issued therefor and delivered to such holder or
his agent.

         7.2. RESTRICTED STOCK.

                  (a) PURCHASE PRICE. Shares of Restricted Stock shall be issued
under the Plan for such consideration, in cash, other property or services, or
any combination thereof, as is determined by the Committee.

                  (b) ISSUANCE OF CERTIFICATES. Each Participant receiving a
Restricted Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of


<PAGE>


                                      -7-


such Participant, and, if applicable, shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Award
substantially in the following form:

          The transferability of this certificate and the shares represented by
          this certificate are subject to the terms and conditions of Ezenia!
          Inc. 2001 Stock Incentive Plan and an Award Agreement entered into by
          the registered owner and Ezenia! Inc. Copies of such Plan and
          Agreement are on file in the offices of Ezenia! Inc.

                  (c) ESCROW OF SHARES. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

                  (d) RESTRICTIONS AND RESTRICTION PERIOD. During the
Restriction Period applicable to shares of Restricted Stock, such shares shall
be subject to limitations on transferability and a Risk of Forfeiture arising on
the basis of such conditions related to the performance of services, Company or
Affiliate performance or otherwise as the Committee may determine and provide
for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived
or terminated, or the Restriction Period shortened, at any time by the Committee
on such basis as it deems appropriate.

                  (e) RIGHTS PENDING LAPSE OF RISK OF FORFEITURE OR FORFEITURE
OF AWARD. Except as otherwise provided in the Plan or the applicable Award
Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to,
or forfeiture of, an Award of Restricted Stock, the Participant shall have all
of the rights of a stockholder of the Company, including the right to vote, and
the right to receive any dividends with respect to, the shares of Restricted
Stock. The Committee, as determined at the time of Award, may permit or require
the payment of cash dividends to be deferred and, if the Committee so
determines, reinvested in additional Restricted Stock to the extent shares are
available under Section 4.

                  (f) TERMINATION OF ASSOCIATION WITH THE COMPANY. Unless the
Committee shall provide otherwise for any Award of Restricted Stock, upon
termination of a Participant's employment or other association with the Company
and its Affiliates for any reason during the Restriction Period, including
because of the Participant's employer ceasing to be an Affiliate during the
Restriction Period, all shares of Restricted Stock still subject to Risk of
Forfeiture shall be forfeited or otherwise subject to return to or repurchase by
the Company on the terms specified in the Award Agreement; PROVIDED, HOWEVER,
that military or sick leave or other bona fide leave shall not be deemed a
termination of employment or other association, if it does not exceed the longer
of ninety (90) days or the period during which the absent Participant's
reemployment rights, if any, are guaranteed by statute or by contract.


<PAGE>


                                       -8-


                  (g) LAPSE OF RESTRICTIONS. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

         7.3. STOCK GRANTS. Stock Grants shall be awarded solely in recognition
of significant contributions to the success of the Company or its Affiliates, in
lieu of compensation otherwise already due and in such other limited
circumstances as the Committee deems appropriate. Stock Grants shall be made
without forfeiture conditions of any kind.

         7.4. AWARDS TO PARTICIPANTS OUTSIDE THE UNITED STATES. The Committee
may modify the terms of any Award under the Plan granted to a Participant who
is, at the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. An Award may be modified
under this Section 7.4 in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation.

8.       ADJUSTMENT PROVISIONS

         8.1. ADJUSTMENT FOR CORPORATE ACTIONS. All of the share numbers set
forth in the Plan reflect the capital structure of the Company as of March 31,
2001. Subject to Section 8.2, if subsequent to that date the outstanding shares
of Common Stock (or any other securities covered by the Plan by reason of the
prior application of this Section) are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if additional shares
or new or different shares or other securities are distributed with respect to
shares of Common Stock or other securities, through merger, consolidation, sale
of all or substantially all the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other distribution with respect to such shares of Common Stock, or
other securities, an appropriate and proportionate adjustment will be made in
(i) the maximum numbers and kinds of shares provided in Section 4, (ii) the
numbers and kinds of shares or other securities subject to the then outstanding
Awards, (iii) the exercise price for each share or other unit of any other
securities subject to then outstanding Options (without change in the aggregate
purchase price as to which such Options remain exercisable), and (iv) the
repurchase price of each share of Restricted Stock then subject to a Risk of
Forfeiture in the form of a Company repurchase right.

         8.2. CHANGE IN CONTROL. Subject to any provisions of then outstanding
Awards granting greater rights to the holders thereof, in the event of a Change
in Control (including a Change of Control which is an Acquisition), (a) any then
outstanding Options shall Accelerate in full, whether or not assumed by the
acquiring entity or


<PAGE>


                                      -9-


replaced by comparable options to purchase shares of the capital stock of the
successor or acquiring entity or parent thereof, and to the extent not assumed
or replaced on the Acquisition shall then (or after a reasonable period
following the Acquisition, as determined by the Committee) terminate to the
extent not exercised and (b) any then Restricted Stock shall Accelerate in full,
whether or not the Company's rights to reacquire such shares of Restricted Stock
on occurrence of the applicable Risk of Forfeiture with respect to those shares
are assigned to the acquiring entity. Each outstanding Option that is assumed in
connection with an Acquisition, or is otherwise to continue in effect subsequent
to the Acquisition, will be appropriately adjusted, immediately after the
Acquisition, as to the number and class of securities and the price at which it
may be exercised in accordance with Section 8.1.

         8.3. DISSOLUTION OR LIQUIDATION. Upon dissolution or liquidation of the
Company, other than as part of an Acquisition or similar transaction, each
outstanding Option shall terminate, but the Optionee (if at the time in the
employ of or otherwise associated with the Company or any of its Affiliates)
shall have the right, immediately prior to the dissolution or liquidation, to
exercise the Option to the extent exercisable on the date of dissolution or
liquidation.

         8.4 RELATED MATTERS. Except as otherwise expressly provided in this
Section 8, any adjustment in Awards made pursuant to this Section 8 shall be
determined and made, if at all, by the Committee and shall include any
correlative modification of terms, including of Option exercise prices, rates of
vesting or exercisability, Risks of Forfeiture and applicable repurchase prices
for Restricted Stock, which the Committee may deem necessary or appropriate so
as to ensure the rights of the Participants in their respective Awards are not
substantially diminished nor enlarged as a result of the adjustment and
corporate action. No fraction of a share shall be purchasable or deliverable
upon exercise, but in the event any adjustment hereunder of the number of shares
covered by an Award shall cause such number to include a fraction of a share,
such number of shares shall be adjusted to the nearest smaller whole number of
shares. No adjustment of an Option exercise price per share pursuant to this
Section 8 shall result in an exercise price which is less than the par value of
the Stock.

9.       SETTLEMENT OF AWARDS

         9.1. VIOLATION OF LAW. Notwithstanding any other provision of the Plan
or the relevant Award Agreement, if, at any time, in the reasonable opinion of
the Company, the issuance of shares of Common Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the
delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and
(ii) in the case where such issuance would constitute a violation of a law
administered by or a regulation of the Securities and Exchange Commission, one
of the following conditions shall have been satisfied:

                  (a) the shares are at the time of the issue of such shares
effectively registered under the Act; or


<PAGE>


                                      -10-


                  (b) the Company shall have determined, on such basis as it
deems appropriate (including an opinion of counsel in form and substance
satisfactory to the Company) that the sale, transfer, assignment, pledge,
encumbrance or other disposition of such shares or such beneficial interest, as
the case may be, does not require registration under the Securities Act of 1933,
as amended or any applicable state securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

         9.2. CORPORATE RESTRICTIONS ON RIGHTS IN STOCK. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the charter,
certificate or articles, and by-laws, of the Company. Whenever Stock is to be
issued pursuant to an Award, if the Committee so directs at or after grant, the
Company shall be under no obligation to issue such shares until such time, if
ever, as the recipient of the Award (and any person who exercises any Option, in
whole or in part), shall have become a party to and bound by the Stockholders'
Agreement, if any. In the event of any conflict between the provisions of this
Plan and the provisions of the Stockholders' Agreement, the provisions of the
Stockholders' Agreement shall control, but insofar as possible the provisions of
the Plan and such Agreement shall be construed so as to give full force and
effect to all such provisions.

         9.3. INVESTMENT REPRESENTATIONS. The Company shall be under no
obligation to issue any shares covered by any Award unless the shares to be
issued pursuant to Awards granted under the Plan have been effectively
registered under the Securities Act of 1933, as amended, or the Participant
shall have made such written representations to the Company (upon which the
Company believes it may reasonably rely) as the Company may deem necessary or
appropriate for purposes of confirming that the issuance of such shares will be
exempt from the registration requirements of that Act and any applicable state
securities laws and otherwise in compliance with all applicable laws, rules and
regulations, including but not limited to that the Participant is acquiring the
shares for his or her own account for the purpose of investment and not with a
view to, or for sale in connection with, the distribution of any such shares.

         9.4. REGISTRATION. If the Company shall deem it necessary or desirable
to register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted
under the Plan, or to qualify any such shares of Stock for exemption from the
Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from
each recipient of an Award, or each holder of shares of Stock acquired pursuant
to the Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for that purpose and may require reasonable indemnity to the Company
and its officers and directors from that holder against all losses, claims,
damage and liabilities arising from use of the information so furnished and
caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in


<PAGE>


                                      -11-


the light of the circumstances under which they were made. In addition, the
Company may require of any such person that he or she agree that, without the
prior written consent of the Company or the managing underwriter in any public
offering of shares of Stock, he or she will not sell, make any short sale of,
loan, grant any option for the purchase of, pledge or otherwise encumber, or
otherwise dispose of, any shares of Common Stock during the 180 day period
commencing on the effective date of the registration statement relating to the
underwritten public offering of securities. Without limiting the generality of
the foregoing provisions of this Section 9.4, if in connection with any
underwritten public offering of securities of the Company the managing
underwriter of such offering requires that the Company's directors and officers
enter into a lock-up agreement containing provisions that are more restrictive
than the provisions set forth in the preceding sentence, then (a) each holder of
shares of Stock acquired pursuant to the Plan (regardless of whether such person
has complied or complies with the provisions of clause (b) below) shall be bound
by, and shall be deemed to have agreed to, the same lock-up terms as those to
which the Company's directors and officers are required to adhere; and (b) at
the request of the Company or such managing underwriter, each such person shall
execute and deliver a lock-up agreement in form and substance equivalent to that
which is required to be executed by the Company's directors and officers.

         9.5. PLACEMENT OF LEGENDS; STOP ORDERS; ETC. Each share of Common Stock
to be issued pursuant to Awards granted under the Plan may bear a reference to
the investment representation made in accordance with Section 9.3 in addition to
any other applicable restriction under the Plan, the terms of the Award and if
applicable under the Stockholders' Agreement and to the fact that no
registration statement has been filed with the Securities and Exchange
Commission in respect to such shares of Common Stock. All certificates for
shares of Common Stock or other securities delivered under the 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 any
stock exchange upon which the Common Stock is then listed, and any applicable
federal or state securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions.

         9.6. TAX WITHHOLDING. Whenever shares of Stock are issued or to be
issued pursuant to Awards granted under the Plan, the Company shall have the
right to require the recipient to remit to the Company an amount sufficient to
satisfy federal, state, local or other withholding tax requirements if, when,
and to the extent required by law (whether so required to secure for the Company
an otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The obligations of the Company
under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award.

10.      RESERVATION OF STOCK

         The Company shall at all times during the term of the Plan and any
outstanding Options granted hereunder reserve or otherwise keep available such
number of shares of


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Stock as will be sufficient to satisfy the requirements of the Plan (if then in
effect) and the Options and shall pay all fees and expenses necessarily incurred
by the Company in connection therewith.

11.      NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

         Nothing contained in the Plan or in any Award Agreement shall confer
upon any recipient of an Award any right with respect to the continuation of his
or her employment or other association with the Company (or any Affiliate), or
interfere in any way with the right of the Company (or any Affiliate), subject
to the terms of any separate employment or consulting agreement or provision of
law or corporate charter, certificate or articles, or by-laws, to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease, or otherwise adjust, the other terms and conditions of the
recipient's employment or other association with the Company and its Affiliates.

12.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

13.      TERMINATION AND AMENDMENT OF THE PLAN

         The Board may at any time terminate the Plan or make such modifications
of the Plan as it shall deem advisable. Unless the Board otherwise expressly
provides, no amendment of the Plan shall affect the terms of any Award
outstanding on the date of such amendment. In any case, no termination or
amendment of the Plan may, without the consent of any recipient of an Award
granted hereunder, adversely affect the rights of the recipient under such
Award.

         The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

14.      NOTICES AND OTHER COMMUNICATIONS

         Any notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied, as the case may
be, (i) if to the recipient of an Award, at his or her residence address last
filed with the Company and (ii) if to the Company, at its principal place of
business, addressed to the attention of its Treasurer, or to such other address
or telecopier number, as the case may be, as the addressee may have designated
by notice to the addressor. All


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                                      -13-


such notices, requests, demands and other communications shall be deemed to have
been received: (i) in the case of personal delivery, on the date of such
delivery; (ii) in the case of mailing, when received by the addressee; and (iii)
in the case of facsimile transmission, when confirmed by facsimile machine
report.

15.      GOVERNING LAW

         The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.