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                                                                    EXHIBIT 10.3

                      INTEGRATED ELECTRICAL SERVICES, INC.
                                 1997 STOCK PLAN
               (AS AMENDED AND RESTATED THROUGH NOVEMBER 8, 2001)

     SECTION 1. Purpose of the Plan.

     The Integrated Electrical Services, Inc. 1997 Stock Plan (the "Plan") is
intended to promote the interests of Integrated Electrical Services, Inc., a
Delaware corporation (the "Company"), by encouraging officers, employees,
directors and consultants of the Company, its subsidiaries and affiliated
entities to acquire or increase their equity interest in the Company and to
provide a means whereby employees may develop a sense of proprietorship and
personal involvement in the development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company thereby advancing the interests of the Company and its
stockholders. The Plan is also contemplated to enhance the ability of the
Company, its subsidiaries and affiliated entities to attract and retain the
services of individuals who are essential for the growth and profitability of
the Company.

     SECTION 2. Definitions.

     As used in the Plan, the following terms shall have the meanings set forth
below:

     "Affiliate" shall mean (i) any entity that, directly or through one or more
intermediaries, is controlled by the Company and (ii) any entity in which the
Company has a significant equity interest, as determined by the Committee.

     "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock,
Performance Award, Phantom Shares, Bonus Shares, Other Stock-Based Award or Cash
Award. All Awards, other than ISOs, shall be granted solely under the Incentive
Plan. Options and ISOs may be granted only under the ISO Plan.

     "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

     "Board" shall mean the Board of Directors of the Company.

     "Bonus Shares" shall mean an award of Shares granted pursuant to Section
6(e) of the Plan.

     "Cash Award" shall mean an award payable in cash granted pursuant to
Section 6(g) of the Plan.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations thereunder.

     "Committee" shall mean the Compensation Committee of the Board.

     "Consultant" shall mean any individual who renders consulting services or
advice to the Company or an Affiliate for a fee, including any individual who is
a member of the Board or the Board of Directors of an Affiliate.

     "Employee" shall mean any employee of the Company or an Affiliate or any
person who has been extended an offer of employment by the Company or an
Affiliate.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" shall mean, with respect to Shares, the closing price
of a Share quoted on the Composite Tape, or if the Shares are not listed on the
New York Stock Exchange, on the principal United States securities exchange
registered under the Exchange Act on which such stock is listed, or if the
Shares are not listed on

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any such stock exchange, the last sale price, or if none is reported, the
highest closing bid quotation on the National Association of Securities Dealers,
Inc., Automated Quotations System or any successor system then in use on the
Date of Grant, or if none are available on such day, on the next preceding day
for which are available, or if no such quotations are available, the fair market
value on the date of grant of a Share as determined in good faith by the Board.
In the event the Shares are not publicly traded at the time a determination of
its fair market value is required to be made hereunder, the determination of
fair market value shall be made in good faith by the Committee.

     "Incentive Plan" shall mean the 1997 Incentive Stock Plan set forth herein,
which shall constitute a separate and distinct plan from the ISO Plan also set
forth herein.

     "Incentive Stock Option" or "ISO" shall mean an option granted under the
ISO Plan that is intended to qualify as an "incentive stock option" under
Section 422 of the Code or any successor provision thereto.

     "ISO Plan" shall mean the 1997 Incentive Stock Option Plan set forth
herein, which shall constitute a separate and distinct plan from the Incentive
Plan also set forth herein.

     "1997 Stock Plan" shall mean the ISO Plan and the Incentive Plan.

     "Non-Qualified Stock Option" or "NQO" shall mean an option granted under
the Incentive Plan that is not intended to be an Incentive Stock Option.

     "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     "Other Stock-Based Award" shall mean an award granted pursuant to Section
6(h) of the Plan that is not otherwise specifically provided for, the value of
which is based in whole or in part upon the value of a Share.

     "Participant" shall mean any Employee or Consultant granted an Award under
the Plan.

     "Performance Award" shall mean any right granted under Section 6(d) of the
Plan.

     "Person" shall mean individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.

     "Phantom Shares" shall mean an Award of the right to receive Shares issued
at the end of a Restricted Period which is granted pursuant to Section 6(f) of
the Plan.

     "Restricted Period" shall mean the period established by the Committee with
respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant.

     "Restricted Stock" shall mean any Share, prior to the lapse of restrictions
thereon, granted under Sections 6(c) of the Plan.

     "Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.

     "SEC" shall mean the Securities and Exchange Commission, or any successor
thereto.

     "Shares" or "Common Shares" or "Common Stock" shall mean the common stock
of the Company, $0.01 par value, and such other securities or property as may
become the subject of Awards under the Plan.

     "Stock Appreciation Right" or "Right" shall mean any right to receive the
appreciation of Shares granted under Section 6(b) of the Plan.

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     "Substitute Award" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by (i) a company
acquired by the Company or one or more of its Affiliates, or (ii) a company with
which the Company or one or more of its Affiliates combines.

     SECTION 3. Administration.

     The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer and the President of the Company, or either of them, subject to such
limitations on such delegated powers and duties as the Committee may impose;
including, without limitation, that to the extent any powers and duties of the
Committee are delegated to the Chief Executive Officer and President of the
Company, such powers shall not include the authority to make grants to any
Employee who is subject to Section 16(b) of the Securities Act of 1933, as
amended. Upon any such delegation all references in the Plan to the "Committee,"
other than in Section 7, shall be deemed to include the Chief Executive Officer
and the President, or either of them. Notwithstanding the foregoing, the Board
shall have the full powers of the Committee under the Plan and all references to
the Committee shall refer to the Board, or either of them. Subject to the terms
of the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (iii) determine the number of
Shares to be covered by, or with respect to which payments, rights, or other
matters are to be calculated in connection with, Awards; (iv) determine the
terms and conditions of any Award; (v) determine whether, to what extent, and
under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised
canceled, forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to an Award made under the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, any
stockholder and any Employee.

     SECTION 4. Shares Available for Awards.

     (a) Shares Available. Subject to adjustment as provided in Section 4(c),
(1) the number of Shares with respect to which Awards may be granted under the
Incentive Plan shall be the greater of (i) 2,500,000 or (ii) 15% of the
aggregate number of Shares and shares of Restricted Voting Common Stock
outstanding determined immediately after the grant of such Award less 1,000,000
and (2) the number of Shares with respect to which Options may be granted under
the ISO Plan shall be 1,000,000 Shares. If any Award under either plan is
forfeited or otherwise terminates or is canceled without the delivery of Shares
or other consideration, then the Shares covered by such Award, to the extent of
such forfeiture, termination or cancellation, shall again be Shares with respect
to which Awards may be granted under such plan.

     (b) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

     (c) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the

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Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or property) with respect to which Awards may be granted,
(ii) the number and type of Shares (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award; provided, in each case, that with respect to Awards of
Incentive Stock Options and Awards intended to qualify as performance based
compensation under Section 162(m)(4)(C) of the Code, no such adjustment shall be
authorized to the extent that such authority would cause the Plan to violate
Section 422(b)(1) of the Code or would cause such Award to fail to so qualify
under Section 162(m) of the Code, as the case may be, or any successor
provisions thereto; and provided, further, that the number of Shares subject to
any Award denominated in Shares shall always be a whole number.

     SECTION 5. Eligibility.

     Any Employee or Consultant shall be eligible to be designated a
Participant. However, no Employee or Consultant may receive Options and/or Stock
Appreciation Rights under the Plan with respect to more than 250,000 Shares
during any calendar year. The maximum amount of compensation that may be paid to
any Participant with respect to any single Award that is not an Option or Stock
Appreciation and which is intended to qualify as "performance based"
compensation under Section 162(m) of the Code in any calendar year shall not
exceed $4.0 million, determined as of the date of grant of such Award.

     SECTION 6. Awards.

     (a) Options. Subject to the provisions of the Plan, the Committee shall
have the authority to determine the Participants to whom Options shall be
granted, the number of Shares to be covered by each Option, the purchase price
therefor and the conditions and limitations applicable to the exercise of the
Option, including the following terms and conditions and such additional terms
and conditions, as the Committee shall determine, that are not inconsistent with
the provisions of the Plan.

          (i) Exercise Price. The purchase price per Share purchasable under an
     Option shall be determined by the Committee at the time the Option is
     granted.

          (ii) Time and Method of Exercise. The Committee shall determine the
     time or times at which an Option may be exercised in whole or in part, and
     the method or methods by which, and the form or forms (which may include,
     without limitation, cash, check acceptable to the Company, Shares
     already-owned for more than six months, outstanding Awards, Shares that
     would otherwise be acquired upon exercise of the Option, a
     "cashless-broker" exercise (through procedures approved by the Company),
     other securities or other property, or any combination thereof, having a
     Fair Market Value on the exercise date equal to the relevant exercise
     price) in which payment of the exercise price with respect thereto may be
     made or deemed to have been made.

          (iii) Incentive Stock Options. The terms of any Incentive Stock
     Option, which may be granted only under the ISO Plan, shall comply in all
     respects with the provisions of Section 422 of the Code, or any successor
     provision, and any regulations promulgated thereunder. Notwithstanding
     anything in Section 5 or elsewhere in the Plan to the contrary, Incentive
     Stock Options may be granted only to employees of the Company and its
     parent corporation and subsidiary corporations, within the meaning of
     Section 424 of the Code.

     (b) Stock Appreciation Rights. Subject to the provisions of the Plan, the
Committee shall have the authority to determine the Participants to whom Stock
Appreciation Rights shall be granted, the number of Shares to be covered by each
Stock Appreciation Right Award, the grant price thereof and the conditions and
limitations applicable to the exercise thereof. A Stock Appreciation Right may
be granted in tandem with another Award, in addition to another Award, or
freestanding and unrelated to another Award. A Stock Appreciation Right granted
in

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tandem with or in addition to another Award may be granted either at the same
time as such other Award or at a later time.

          (i) Grant Price. The grant price of a Stock Appreciation Right shall
     be determined by the Committee on the date of grant.

          (ii) Other Terms and Conditions. Subject to the terms of the Plan and
     any applicable Award Agreement, the Committee shall determine, at or after
     the grant of a Stock Appreciation Right, the term, methods of exercise,
     methods of settlement, and any other terms and conditions of any Stock
     Appreciation Right. Any such determination by the Committee may be changed
     by the Committee from time to time and may govern the exercise of Stock
     Appreciation Rights granted or exercised prior to such determination as
     well as Stock Appreciation Rights granted or exercised thereafter. The
     Committee may impose such conditions or restrictions on the exercise of any
     Stock Appreciation Right as it shall deem appropriate.

     (c) Restricted Stock. Subject to the provisions of the Plan, the Committee
shall have the authority to determine the Participants to whom Restricted Stock
shall be granted, the number of Shares of Restricted Stock to be granted to each
such Participant, the duration of the Restricted Period during which, and the
conditions, including performance criteria, if any, under which, the Restricted
Stock may be forfeited to the Company, and the other terms and conditions of
such Awards.

          (i) Dividends. Dividends paid on Restricted Stock may be paid directly
     to the Participant, may be subject to risk of forfeiture and/or transfer
     restrictions during any period established by the Committee or sequestered
     and held in a bookkeeping cash account (with or without interest) or
     reinvested on an immediate or deferred basis in additional shares of Common
     Stock, which credit or shares may be subject to the same restrictions as
     the underlying Award or such other restrictions, all as determined by the
     Committee in its discretion.

          (ii) Registration. Any Restricted Stock may be evidenced in such
     manner as the Committee shall deem appropriate, including, without
     limitation, book-entry registration or issuance of a stock certificate or
     certificates. In the event any stock certificate is issued in respect of
     Restricted Stock granted under the Plan, such certificate shall be
     registered in the name of the Participant and shall bear an appropriate
     legend referring to the terms, conditions, and restrictions applicable to
     such Restricted Stock.

          (iii) Forfeiture and Restrictions Lapse. Except as otherwise
     determined by the Committee or the terms of the Award that granted the
     Restricted Stock, upon termination of a Participant's employment (as
     determined under criteria established by the Committee) for any reason
     during the applicable Restricted Period, all Restricted Stock shall be
     forfeited by the Participant and re-acquired by the Company. The Committee
     may, when it finds that a waiver would be in the best interests of the
     Company and not cause such Award, if it is intended to qualify as
     performance based compensation under Section 162(m) of the Code, to fail to
     so qualify under Section 162(m) of the Code, waive in whole or in part any
     or all remaining restrictions with respect to such Participant's Restricted
     Stock. Unrestricted Shares, evidenced in such manner as the Committee shall
     deem appropriate, shall be issued to the holder of Restricted Stock
     promptly after the applicable restrictions have lapsed or otherwise been
     satisfied.

          (iv) Transfer Restrictions. During the Restricted Period, Restricted
     Stock will be subject to the limitations on transfer as provided in Section
     6(j)(iii).

     (d) Performance Awards. The Committee shall have the authority to determine
the Participants who shall receive a Performance Award, which shall be
denominated as a cash amount at the time of grant and confer on the Participant
the right to receive payment of such Award, in whole or in part, upon the
achievement of such performance goals during such performance periods as the
Committee shall establish with respect to the Award.

          (i) Terms and Conditions. Subject to the terms of the Plan and any
     applicable Award Agreement, the Committee shall determine the performance
     goals to be achieved during any performance

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     period, the length of any performance period, the amount of any Performance
     Award and the amount of any payment or transfer to be made pursuant to any
     Performance Award.

          (ii) Payment of Performance Awards. Performance Awards may be paid (in
     cash and/or in Shares, in the sole discretion of the Committee) in a lump
     sum or in installments following the close of the performance period, in
     accordance with procedures established by the Committee with respect to
     such Award.

     (e) Bonus Shares. The Committee shall have the authority, in its
discretion, to grant Bonus Shares to Participants. Each Bonus Share shall
constitute a transfer of an unrestricted Share to the Participant, without other
payment therefor, as additional compensation for the Participant's services to
the Company.

     (f) Phantom Shares. The Committee shall have the authority to grant Awards
of Phantom Shares to Participants upon such terms and conditions as the
Committee may determine.

          (i) Terms and Conditions. Each Phantom Share Award shall constitute an
     agreement by the Company to issue or transfer a specified number of Shares
     or pay an amount of cash equal to a specified number of Shares, or a
     combination thereof to the Participant in the future, subject to the
     fulfillment during the Restricted Period of such conditions, including
     performance objectives, if any, as the Committee may specify at the date of
     grant. During the Restricted Period, the Participant shall not have any
     right to transfer any rights under the subject Award, shall not have any
     rights of ownership in the Phantom Shares and shall not have any right to
     vote such shares.

          (ii) Dividends. Any Phantom Share award may provide that any or all
     dividends or other distributions paid on Shares during the Restricted
     Period be credited in a cash bookkeeping account (without interest) or that
     equivalent additional Phantom Shares be awarded, which account or shares
     may be subject to the same restrictions as the underlying Award or such
     other restrictions as the Committee may determine.

     (g) Cash Awards. The Committee shall have the authority to determine the
Participants to whom Cash Awards shall be granted, the amount, and the terms or
conditions, if any, as additional compensation for the Participant's services to
the Company or its Affiliates. A Cash Award may be granted (simultaneously or
subsequently) separately or in tandem with another Award and may entitle a
Participant to receive a specified amount of cash from the Company upon such
other Award becoming taxable to the Participant, which cash amount may be based
on a formula relating to the anticipated taxable income associated with such
other Award and the payment of the Cash Award.

     (h) Other Stock-Based Awards. The Committee may also grant to Participants
an Other Stock-Based Award, which shall consist of a right which is an Award
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares as is deemed by the Committee to be
consistent with the purposes of the Plan. Subject to the terms of the Plan, the
Committee shall determine the terms and conditions of any such Other Stock-Based
Award.

     (i) Replacement Grants. Awards may be granted from time to time in
substitution for similar awards held by employees of other corporations who
become Participants as the result of a merger or consolidation of the employing
corporation with the Company or any subsidiary, or the acquisition by the
Company or any subsidiary of the assets of the employing corporation, or the
acquisition by the Company or any subsidiary or an affiliate of stock of the
employing corporation. The terms and conditions of substitute Awards granted may
vary from the terms and conditions set forth in the Plan, to the extent the
Committee, at the time of grant, deems it appropriate to conform, in whole or in
part, to the provisions of awards in substitution for which they are granted.

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     (j) General.

          (i) Awards May Be Granted Separately or Together. Awards may, in the
     discretion of the Committee, be granted either alone or in addition to, in
     tandem with, or in substitution for any other Award granted under the Plan
     or any award granted under any other plan of the Company or any Affiliate.
     Awards granted in addition to or in tandem with other Awards or awards
     granted under any other plan of the Company or any Affiliate may be granted
     either at the same time as or at a different time from the grant of such
     other Awards or awards.

          (ii) Forms of Payment by Company Under Awards. Subject to the terms of
     the Plan and of any applicable Award Agreement, payments or transfers to be
     made by the Company or an Affiliate upon the grant, exercise or payment of
     an Award may be made in such form or forms as the Committee shall
     determine, including, without limitation, cash, Shares, other securities,
     other Awards or other property, or any combination thereof, and may be made
     in a single payment or transfer, in installments, or on a deferred basis,
     in each case in accordance with rules and procedures established by the
     Committee. Such rules and procedures may include, without limitation,
     provisions for the payment or crediting of reasonable interest on
     installment or deferred payments.

          (iii) Limits on Transfer of Awards.

               (A) Except as provided in (C) below, each Award, and each right
          under any Award, shall be exercisable only by the Participant during
          the Participant's lifetime, or, if permissible under applicable law,
          by the Participant's guardian or legal representative as determined by
          the Committee.

               (B) Except as provided in (C) below, no Award and no right under
          any such Award may be assigned, alienated, pledged, attached, sold or
          otherwise transferred or encumbered by a Participant otherwise than by
          will or by the laws of descent and distribution (or, in the case of
          Restricted Stock, to the Company) and any such purported assignment,
          alienation, pledge, attachment, sale, transfer or encumbrance shall be
          void and unenforceable against the Company or any Affiliate.

               (C) Notwithstanding anything in the Plan to the contrary, to the
          extent specifically provided by the Committee with respect to a grant,
          a Nonqualified Stock Option may be transferred to immediate family
          members or related family trusts, limited partnerships or similar
          entities or on such terms and conditions as the Committee may
          establish.

          (iv) Term of Awards. The term of each Award shall be for such period
     as may be determined by the Committee; provided, that in no event shall the
     term of any Award exceed a period of 10 years from the date of its grant.

          (v) Share Certificates. All certificates for Shares or other
     securities of the Company or any Affiliate delivered under the Plan
     pursuant to any Award or the exercise thereof shall be subject to such stop
     transfer orders and other restrictions as the Committee may deem advisable
     under the Plan or the rules, regulations, and other requirements of the
     SEC, any stock exchange upon which such Shares or other securities are then
     listed, and any applicable Federal or state laws, and the Committee may
     cause a legend or legends to be put on any such certificates to make
     appropriate reference to such restrictions.

          (vi) Consideration for Grants. Awards may be granted for no cash
     consideration or for such consideration as the Committee determines
     including, without limitation, such minimal cash consideration as may be
     required by applicable law.

          (vii) Delivery of Shares or other Securities and Payment by
     Participant of Consideration. No Shares or other securities shall be
     delivered pursuant to any Award until payment in full of any amount
     required to be paid pursuant to the Plan or the applicable Award Agreement
     (including, without limitation,

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     any exercise price, tax payment or tax withholding) is received by the
     Company. Such payment may be made by such method or methods and in such
     form or forms as the Committee shall determine, including, without
     limitation, cash, Shares, other securities, other Awards or other property,
     withholding of Shares, cashless exercise with simultaneous sale, or any
     combination thereof; provided that the combined value, as determined by the
     Committee, of all cash and cash equivalents and the Fair Market Value of
     any such Shares or other property so tendered to the Company, as of the
     date of such tender, is at least equal to the full amount required to be
     paid pursuant to the Plan or the applicable Award Agreement to the Company.

          (viii) Performance Criteria and Payment Limits. The Committee shall
     establish performance goals applicable to those Awards (other than Options
     and Rights) the payment of which is intended by the Committee to qualify as
     "performance-based compensation" as described in Section 162(m)(4)(C) of
     the Code. Until changed by the Committee, the performance goals shall be
     based upon the attainment of such target levels of net income, cash flows,
     return on equity, profit margin or sales, stock price, and/or earnings per
     share as may be specified by the Committee. Which factor or factors to be
     used with respect to any grant, and the weight to be accorded thereto if
     more than one factor is used, shall be determined by the Committee at the
     time of grant. With respect to any Restricted Stock Award, Phantom Stock
     Award, or Cash Award granted in tandem with, and expressed as a percentage
     of, a Share-denominated Award, which is intended to qualify as
     "performance-based compensation", the maximum payment to any Participant
     with respect to such Award in any calendar year shall be an amount (in cash
     and/or in Shares) equal to the Fair Market Value of the number of Shares
     subject to such Award.

     SECTION 7. Amendment and Termination.

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

          (i) Amendments to the Plan. The Board or the Committee may amend,
     alter, suspend, discontinue, or terminate the Plan without the consent of
     any stockholder, Participant, other holder or beneficiary of an Award, or
     other Person; provided, however, notwithstanding any other provision of the
     Plan or any Award Agreement, without the approval of the stockholders of
     the Company no such amendment, alteration, suspension, discontinuation, or
     termination shall be made that would increase the total number of Shares
     available for Awards under the Plan, except as provided in Section 4(c) of
     the Plan.

          (ii) Amendments to Awards. The Committee may waive any conditions or
     rights under, amend any terms of, or alter any Award theretofore granted,
     provided no change, other than pursuant to Section 7(iii), in any Award
     shall reduce the benefit to Participant without the consent of such
     Participant. Notwithstanding the foregoing, with respect to any Award
     intended to qualify as performance-based compensation under Section 162(m)
     of the Code, no adjustment shall be authorized to the extent such
     adjustment would cause the Award to fail to so qualify.

          (iii) Adjustment of Awards Upon the Occurrence of Certain Unusual or
     Nonrecurring Events. The Committee is hereby authorized to make adjustments
     in the terms and conditions of, and the criteria included in, Awards in
     recognition of unusual or nonrecurring events (including, without
     limitation, the events described in Section 4(c) of the Plan) affecting the
     Company, any Affiliate, or the financial statements of the Company or any
     Affiliate, or of changes in applicable laws, regulations, or accounting
     principles, whenever the Committee determines that such adjustments are
     appropriate in order to prevent dilution or enlargement of the benefits or
     potential benefits intended to be made available under the Plan.
     Notwithstanding the foregoing, with respect to any Award intended to
     qualify as performance-based compensation under Section 162(m) of the Code,
     no adjustment shall be authorized to the extent such adjustment would cause
     the Award to fail to so qualify.

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     SECTION 8. Change in Control.

     Notwithstanding any other provision of this Plan to the contrary, in the
event of a Change in Control of the Company all outstanding Awards automatically
shall become fully vested immediately prior to such Change in Control (or such
earlier time as set by the Committee), all restrictions, if any, with respect to
such Awards shall lapse, and all performance criteria, if any, with respect to
such Awards shall be deemed to have been met in full. For purposes of this Plan,
a "Change in Control" shall be deemed to occur:

          (i) if any person, entity or group (as such terms are used in Sections
     13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
     "Act"), other than the Company or its subsidiaries or an employee benefit
     plan of the Company or its subsidiaries, acquires, directly or indirectly,
     the beneficial ownership (as defined in Section 13(d) of the Act) of any
     voting security of the Company and immediately after such acquisition such
     person is, directly or indirectly, the beneficial owner of voting
     securities representing 20% or more of the total voting power of all of the
     then outstanding voting securities of the Company entitled to vote
     generally in the election of directors;

          (ii) upon the first purchase of the Company's common stock pursuant to
     a tender or exchange offer (other than a tender or exchange offer made by
     the Company);

          (iii) if the stockholders of the Company shall approve a merger,
     consolidation, recapitalization or reorganization of the Company, or a
     reverse stock split of outstanding voting securities, or consummation of
     any such transaction if stockholder approval is not obtained, other than
     any such transaction which would result in at least 75% of the total voting
     power represented by the voting securities of the surviving entity
     outstanding immediately after such transaction being beneficially owned by
     the holders of all of the outstanding voting securities of the Company
     immediately prior to the transactions with the voting power of each such
     continuing holder relative to other such continuing holders not
     substantially altered in the transaction;

          (iv) if the stockholders of the Company shall approve a plan of
     complete liquidation or dissolution of the Company or an agreement for the
     sale or disposition by the Company of all or substantially all of the
     Company's assets; or

          (v) if, at any time during any period of two consecutive years,
     individuals who at the beginning of such period constitute the Board cease
     for any reason to constitute at least a majority thereof, unless the
     election or nomination for the election by the Company's stockholders of
     each new director was approved by a vote of at least two-thirds of the
     directors then still in office who were directors at the beginning of the
     period.

     SECTION 9. General Provisions.

     (a) No Rights to Awards. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

     (b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or under
the Plan or from any compensation or other amount owing to a Participant the
amount (in cash, Shares, other securities, Shares that would otherwise be issued
pursuant to such Award, other Awards or other property) of any applicable taxes
payable in respect of an Award, its exercise, the lapse of restrictions thereon,
or any payment or transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. In addition, the Committee may
provide, in an Award Agreement, that the Participant may direct the Company to
satisfy such Participant's tax obligation through the withholding of Shares
otherwise to be acquired upon the exercise or payment of such Award.

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     (c) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

     (d) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable Federal law.

     (e) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

     (f) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under an Award if, acting in its sole discretion, it
determines that the issuance of transfer or such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

     (g) No Trust or Fund Created. Neither the Plan nor the Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any general unsecured creditor of the Company or any
Affiliate.

     (h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated, or otherwise eliminated.

     (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

     (j) Parachute Tax Gross-Up. To the extent that the grant, payment, or
acceleration of vesting or payment, whether in cash or stock, of any Award made
to a Participant under the Plan (a "Benefit") is subject to a golden parachute
excise tax under Section 4999(a) of the Code (a "Parachute Tax"), the Company
shall pay such person an amount of cash (the "Gross-up Amount") such that the
"net" Benefit received by the person under this Plan, after paying all
applicable Parachute Taxes (including those on the Gross-up Amount) and any
federal or state taxes on the Gross-up Amount, shall be equal to the Benefit
that such person would have received if such Parachute Tax had not been
applicable.

     (k) Separate Plans. The Company intends to establish herein two separate
and distinct plans: (i) the ISO Plan and (ii) the Incentive Plan; however,
except where expressly provided otherwise, the provisions of this document shall
apply equally to each such plan. Notwithstanding the foregoing, the provisions
of this document shall be administered and construed in the manner necessary for
the ISO Plan set forth herein to comply with the requirements of Section 422 of
the Code.

     SECTION 10. Effective Date of the Plan.

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     The Incentive Plan shall be effective as of the date of its original
approval by the Board; the ISO Plan shall be effective as of the date it is
separately approved by the Board.

     SECTION 11. Term of the Plan.

     No Award shall be granted under the Plan after the 10th anniversary of the
original approval date of the Incentive Plan. However, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
granted prior to such termination, and the authority of the Board or the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award or to waive any conditions or rights under such Award, shall extend beyond
such termination date.

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