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                                                                    EXHIBIT 10.7

                              CELSION CORPORATION

                             2001 STOCK OPTION PLAN

                         EFFECTIVE               , 2001

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                              CELSION CORPORATION

                             2001 STOCK OPTION PLAN

1.  ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS

     Celsion Corporation hereby establishes the CELSION CORPORATION 2001 STOCK
OPTION PLAN (the "Plan"). The purpose of the Plan is to promote the long-term
growth and profitability of Celsion Corporation (the "Corporation") by (i)
providing key people with incentives to improve stockholder value and to
contribute to the growth and financial success of the Corporation, and (ii)
enabling the Corporation to attract, retain and reward the best available
persons for positions of substantial responsibility.

     The Plan permits the granting of stock options (including nonqualified
stock options and incentive stock options qualifying under Section 422 of the
Code) and stock appreciation rights (including free-standing, tandem and limited
stock appreciation rights) or any combination of the foregoing (collectively,
"Awards").

2.  DEFINITIONS

     Under this Plan, except where the context otherwise indicates, the
following definitions apply:

          (a) "Board" shall mean the Board of Directors of the Corporation.

          (b) "Change in Control" shall mean: (i) any sale, exchange or other
     disposition of substantially all of the Corporation's assets or over 50% of
     its Common Stock; or (ii) any merger, share exchange, consolidation or
     other reorganization or business combination in which the Corporation is
     not the surviving or continuing corporation, or in which the Corporation's
     stockholders become entitled to receive cash, securities of the Corporation
     other than voting common stock, or securities of another issuer.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended,
     and any regulations issued thereunder.

          (d) "Committee" shall mean the Board or committee of Board members
     appointed pursuant to Section 3 of the Plan to administer the Plan.

          (e) "Common Stock" shall mean shares of the Corporation's common
     stock.

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

          (g) "Fair Market Value" of a share of the Corporation's Common Stock
     for any purpose on a particular date shall be determined in a manner such
     as the Committee shall in good faith determine to be appropriate.

          (h) "Grant Agreement" shall mean a written agreement between the
     Corporation and a grantee memorializing the terms and conditions of an
     Award granted pursuant to the Plan.

          (i) "Grant Date" shall mean the date on which the Committee formally
     acts to grant an Award to a grantee or such other date as the Committee
     shall so designate at the time of taking such formal action.

          (j) "Parent" shall mean a corporation, whether now or hereafter
     existing, within the meaning of the definition of "parent corporation"
     provided in Section 424(e) of the Code, or any successor thereto of similar
     import.

          (k) "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange
     Act on the effective date of the Plan, or any successor provision
     prescribing conditions necessary to exempt the issuance of securities under
     the Plan (and further transactions in such securities) from Section 16(b)
     of the Exchange Act.
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          (l) "Subsidiary" and "subsidiaries" shall mean only a corporation or
     corporations, whether now or hereafter existing, within the meaning of the
     definition of "subsidiary corporation" provided in Section 424(f) of the
     Code, or any successor thereto of similar import.

3.  ADMINISTRATION

     (a) Procedure.  The Plan shall be administered by the Board. In the
alternative, the Board may appoint a Committee consisting of not less than two
(2) members of the Board to administer the Plan on behalf of the Board, subject
to such terms and conditions as the Board may prescribe. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board. From
time to time, the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, and remove
all members of the Committee and, thereafter, directly administer the Plan. In
the event that the Board is the administrator of the Plan in lieu of a
Committee, the term "Committee" as used herein shall be deemed to mean the
Board.

     Members of the Board or Committee who are either eligible for Awards or
have been granted Awards may vote on any matters affecting the administration of
the Plan or the grant of Awards pursuant to the Plan, except that no such member
shall act upon the granting of an Award to himself or herself, but any such
member may be counted in determining the existence of a quorum at any meeting of
the Board or the Committee during which action is taken with respect to the
granting of an Award to him or her.

     The Committee shall meet at such times and places and upon such notice as
it may determine. A majority of the Committee shall constitute a quorum. Any
acts by the Committee may be taken at any meeting at which a quorum is present
and shall be by majority vote of those members entitled to vote. Additionally,
any acts reduced to writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.

     (b) Procedure After Registration of Common Stock.  Upon and after the point
in time that the Common Stock or any other capital stock of the Corporation
becomes registered under Section 12 of the Exchange Act, the Board shall take
all action necessary to cause the Plan to be administered in accordance with the
then effective provisions of Rule 16b-3, provided that any amendment to the Plan
required for compliance with such provisions shall be made in accordance with
Section 11 of the Plan.

     (c) Powers of the Committee.  The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include authority, in its
sole and absolute discretion, to grant Awards under the Plan, prescribe Grant
Agreements evidencing such Awards and establish programs for granting Awards.
The Committee shall have full power and authority to take all other actions
necessary to carry out the purpose and intent of the Plan, including, but not
limited to, the authority to:

          (i) determine the eligible persons to whom, and the time or times at
     which Awards shall be granted,

          (ii) determine the types of Awards to be granted,

          (iii) determine the number of shares to be covered by or used for
     reference purposes for each Award,

          (iv) impose such terms, limitations, restrictions and conditions upon
     any such Award as the Committee shall deem appropriate,

          (v) modify, extend or renew outstanding Awards, accept the surrender
     of outstanding Awards and substitute new Awards, provided that no such
     action shall be taken with respect to any outstanding Award which would
     adversely affect the grantee without the grantee's consent, and

          (vi) accelerate or otherwise change the time in which an Award may be
     exercised or becomes payable and to waive or accelerate the lapse, in whole
     or in part, of any restriction or condition with respect to such Award,
     including, but not limited to, any restriction or condition with respect to
     the vesting or exercisability of an Award following termination of any
     grantee's employment.
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The Committee shall have full power and authority to administer and interpret
the Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable and to interpret same,
all within the Committee's sole and absolute discretion.

     (d) Limited Liability.  To the maximum extent permitted by law, no member
of the Board or Committee shall be liable for any action taken or decision made
in good faith relating to the Plan or any Award thereunder.

     (e) Indemnification.  To the maximum extent permitted by law, the members
of the Board and Committee shall be indemnified by the Corporation in respect of
all their activities under the Plan.

     (f) Effect of Committee's Decision.  All actions taken and decisions and
determinations made by the Committee on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Committee's sole
and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Corporation, its stockholders, any participants in the
Plan and any other employee of the Corporation, and their respective successors
in interest.

4.  SHARES AVAILABLE FOR THE PLAN; MAXIMUM AWARDS

     Subject to adjustments as provided in Section 10 of the Plan, the shares of
stock that may be delivered or purchased or used for reference purposes (with
respect to stock appreciation rights) under the Plan, including with respect to
incentive stock options intended to qualify under Section 422 of the Code, shall
not exceed an aggregate of Ten Million (10,000,000) shares of Common Stock of
the Corporation and the Corporation shall reserve said number of shares of
Common Stock for issuance pursuant to the Plan. If any Award, or portion of an
Award, under the Plan expires or terminates unexercised, becomes unexercisable
or is forfeited or otherwise terminated, surrendered or canceled as to any
shares, the shares subject to such Award shall thereafter be available for
further Awards under the Plan.

5.  PARTICIPATION

     Participation in the Plan shall be open to all employees, officers,
directors and consultants of the Corporation, or of any Parent or Subsidiary of
the Corporation, as may be selected by the Committee from time to time.
Notwithstanding the foregoing, participation in the Plan with respect to Awards
of incentive stock options shall be limited to employees of the Corporation, or
of any Parent or Subsidiary of the Corporation.

     Awards may be granted to such eligible persons and for or with respect to
such number of shares of Common Stock as the Committee shall determine, subject
to the limitations in Section 4 of the Plan. A grant of any type of Award made
in any one year to an eligible person shall neither guarantee nor preclude a
further grant of that or any other type of Award to such person in that year or
subsequent years.

6.  STOCK OPTIONS

     Subject to the other applicable provisions of the Plan, the Committee may
from time to time grant to eligible participants nonqualified stock options or
incentive stock options as that term is defined in Section 422 of the Code. The
stock options granted shall be subject to the following terms and conditions.

     (a) Grant of Option.  The grant of a stock option shall be evidenced by a
Grant Agreement, executed by the Corporation and the grantee, stating the number
of shares of Common Stock subject to the stock option evidenced thereby and the
terms and conditions of such stock option, in such form as the Committee may
from time to time determine.

     (b) Price.  The price per share payable upon the exercise of each stock
option ("exercise price") shall be determined by the Committee.

     (c) Payment.  Stock options may be exercised in whole or in part by payment
of the exercise price of the shares to be acquired in accordance with the
provisions of the Grant Agreement, and/or such rules and
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regulations as the Committee may have prescribed, and/or such determinations,
orders, or decisions as the Committee may have made. Payment may be made in cash
(or cash equivalents acceptable to the Committee) or, if approved by the
Committee, in shares of Common Stock or a combination of cash and shares of
Common Stock, or by such other means as the Committee may prescribe. The Fair
Market Value of shares of Common Stock delivered on exercise of stock options
shall be determined as of the date of exercise. Shares of Common Stock delivered
in payment of the exercise price may be previously owned shares or, if approved
by the Committee, shares acquired upon exercise of the stock option. Any
fractional share will be paid in cash. If approved by the Board of Directors,
the Corporation may make or guarantee loans to grantees to assist grantees in
exercising stock options and satisfying any related withholding tax obligations.

     If the Common Stock is registered under Section 12(b) or 12(g) of the
Exchange Act, the Committee, subject to such limitations as it may determine,
may authorize payment of the exercise price, in whole or in part, by delivery of
a properly executed exercise notice, together with irrevocable instructions, to:
(i) a brokerage firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with the
exercise, and (ii) the Corporation to deliver the certificates for such
purchased shares directly to such brokerage firm.

     (d) Terms of Options.  The term during which each stock option may be
exercised shall be determined by the Committee; provided, however, that in no
event shall a stock option be exercisable more than ten years from the date it
is granted. Prior to the exercise of the stock option and delivery of the shares
certificates represented thereby, the grantee shall have none of the rights of a
stockholder with respect to any shares represented by an outstanding stock
option.

     (e) Restrictions on Incentive Stock Options.  Incentive Stock Options
granted under the Plan shall comply in all respects with Code Section 422 and,
as such, shall meet the following additional requirements.

          (i) Grant Date. An incentive stock option must be granted within 10
     years of the earlier of the Plan's adoption by the Board of Directors or
     approval by the Corporation's shareholders.

          (ii) Exercise Price and Term. The exercise price of an incentive stock
     option shall not be less than 100% of the Fair Market Value of the shares
     on the date the stock option is granted and the term of the stock option
     shall not exceed ten years. Also, the exercise price of any incentive stock
     option granted to a grantee who owns (within the meaning of Section
     422(b)(6) of the Code, after the application of the attribution rules in
     Section 424(d) of the Code) more than 10% of the total combined voting
     power of all classes of shares of the Corporation or its Parent or
     Subsidiary corporations (within the meaning of Sections 422 and 424 of the
     Code) shall be not less than 110% of the Fair Market Value of the Common
     Stock on the grant date and the term of such stock option shall not exceed
     five years.

          (iii) Maximum Grant. The aggregate Fair Market Value (determined as of
     the Grant Date) of shares of Common Stock with respect to which all
     incentive stock options first become exercisable by any grantee in any
     calendar year under this or any other plan of the Corporation and its
     Parent and Subsidiary corporations may not exceed $100,000 or such other
     amount as may be permitted from time to time under Section 422 of the Code.
     To the extent that such aggregate Fair Market Value shall exceed $100,000,
     or other applicable amount, such stock options shall be treated as
     nonqualified stock options. In such case, the Corporation may designate the
     shares of Common Stock that are to be treated as stock acquired pursuant to
     the exercise of an incentive stock option by issuing a separate certificate
     for such shares and identifying the certificate as incentive stock option
     shares in the stock transfer records of the Corporation.

          (iv) Grantee. Incentive stock options shall only be issued to
     employees of the Corporation, or of a Parent or Subsidiary of the
     Corporation.

          (v) Designation. No stock option shall be an incentive stock option
     unless so designated by the Committee at the time of grant or in the Grant
     Agreement evidencing such stock option.
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          (vi) Stockholder Approval. No stock option issued under the Plan shall
     be an incentive stock option unless the Plan is approved by the
     shareholders of the Corporation within 12 months of its adoption by the
     Board in accordance with the Bylaws and Articles of the Corporation and
     governing law relating to such matters.

     (f) Other Terms and Conditions.  Stock options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the Committee
shall determine appropriate from time to time.

7.  STOCK APPRECIATION RIGHTS

     (a) Award of Stock Appreciation Rights.  Subject to the other applicable
provisions of the Plan, the Committee may at any time and from time to time
grant stock appreciation rights ("SARs") to eligible participants, either on a
free-standing basis (without regard to or in addition to the grant of a stock
option) or on a tandem basis (related to the grant of an underlying stock
option), as it determines. SARs granted in tandem with or in addition to a stock
option may be granted either at the same time as the stock option or at a later
time; provided, however, that a tandem SAR shall not be granted with respect to
any outstanding incentive stock option Award without the consent of the grantee.
SARs shall be evidenced by Grant Agreements, executed by the Corporation and the
grantee, stating the number of shares of Common Stock subject to the SAR
evidenced thereby and the terms and conditions of such SAR, in such form as the
Committee may from time to time determine. The term during which each SAR may be
exercised shall be determined by the Committee. In no event shall a SAR be
exercisable more than ten years from the date it is granted. The grantee shall
have none of the rights of a stockholder with respect to any shares of Common
Stock represented by a SAR.

     (b) Restrictions of Tandem SARs.  No incentive stock option may be
surrendered in connection with the exercise of a tandem SAR unless the Fair
Market Value of the Common Stock subject to the incentive stock option is
greater than the exercise price for such incentive stock option. SARs granted in
tandem with stock options shall be exercisable only to the same extent and
subject to the same conditions as the stock options related thereto are
exercisable. The Committee may, in its discretion, prescribe additional
conditions to the exercise of any such tandem SAR.

     (c) Amount of Payment Upon Exercise of SARs.  A SAR shall entitle the
grantee to receive, subject to the provisions of the Plan and the Grant
Agreement, a payment having an aggregate value equal to the product of (i) the
excess of (A) the Fair Market Value on the exercise date of one share of Common
Stock over (B) the base price per share specified in the Grant Agreement, times
(ii) the number of shares specified by the SAR, or portion thereof, which is
exercised. In the case of exercise of a tandem SAR, such payment shall be made
in exchange for the surrender of the unexercised related stock option (or any
portion or portions thereof which the grantee from time to time determines to
surrender for this purpose).

     (d) Form of Payment Upon Exercise of SARs.  Payment by the Corporation of
the amount receivable upon any exercise of a SAR may be made by the delivery of
Common Stock or cash, or any combination of Common Stock and cash, as determined
in the sole discretion of the Committee from time to time. If upon settlement of
the exercise of a SAR a grantee is to receive a portion of such payment in
shares of Common Stock, the number of shares shall be determined by dividing
such portion by the Fair Market Value of a share of Common Stock on the exercise
date. No fractional shares shall be used for such payment and the Committee
shall determine whether cash shall be given in lieu of such fractional shares or
whether such fractional shares shall be eliminated.

8.  WITHHOLDING OF TAXES

     The Corporation may require, as a condition to the grant of any Award under
the Plan or exercise pursuant to such Award or to the delivery of certificates
for shares issued or payments of cash to a grantee pursuant to the Plan or a
Grant Agreement (hereinafter collectively referred to as a "taxable event"),
that the grantee pay to the Corporation, in cash or, if approved by the
Corporation, in shares of Common Stock, including shares acquired upon grant of
the Award or exercise of the Award, valued at Fair Market Value on the date as
of which the withholding tax liability is determined, any federal, state or
local taxes of any kind
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required by law to be withheld with respect to any taxable event under the Plan.
The Corporation, to the extent permitted or required by law, shall have the
right to deduct from any payment of any kind (including salary or bonus)
otherwise due to a grantee any federal, state or local taxes of any kind
required by law to be withheld with respect to any taxable event under the Plan,
or to retain or sell without notice a sufficient number of the shares to be
issued to such grantee to cover any such taxes.

9.  TRANSFERABILITY

     No Award granted under the Plan shall be transferable by a grantee
otherwise than by will or the laws of descent and distribution. Unless otherwise
determined by the Committee in accord with the provisions of the immediately
preceding sentence, an Award may be exercised during the lifetime of the
grantee, only by the grantee or, during the period the grantee is under a legal
disability, by the grantee's guardian or legal representative.

10.  ADJUSTMENTS; BUSINESS COMBINATIONS

     In the event of a reclassification, recapitalization, stock split, reverse
stock split, stock dividend, combination of shares, or other similar event, the
maximum number and kind of shares reserved for issuance or with respect to which
Awards may be granted under the Plan as provided in Section 4 shall be adjusted
to reflect such event, and the Committee shall make such adjustments as it deems
appropriate and equitable in the number, kind and price of shares covered by
outstanding Awards made under the Plan, and in any other matters which relate to
Awards and which are affected by the changes in the Common Stock referred to
above.

     In the event of any proposed Change in Control, the Committee shall take
such action as it deems appropriate and equitable to effectuate the purposes of
this Plan and to protect the grantees of Awards, which action may include, but
without limitation, any one or more of the following: (i) acceleration or change
of the exercise and/or expiration dates of any Award to require that exercise be
made, if at all, prior to the Change in Control; (ii) cancellation of any Award
upon payment to the holder in cash of the Fair Market Value of the Common Stock
subject to such Award as of the date of (and, to the extent applicable, as
established for purposes of) the Change in Control, less the aggregate exercise
price, if any, of the Award; and (iii) in any case where equity securities of
another entity are proposed to be delivered in exchange for or with respect to
Common Stock of the Corporation, arrangements to have such other entity replace
the Awards granted hereunder with awards with respect to such other securities,
with appropriate adjustments in the number of shares subject to, and the
exercise prices under, the award.

     The Committee is 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 the
preceding two paragraphs of this Section 10) affecting the Corporation, or the
financial statements of the Corporation or any Subsidiary, 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.

     In the event the Corporation dissolves and liquidates (other than pursuant
to a plan of merger or reorganization), then notwithstanding any restrictions on
exercise set forth in this Plan or any Grant Agreement, or other agreement
evidencing a stock option or stock appreciation right: (i) each grantee shall
have the right to exercise his stock option or stock appreciation right at any
time up to ten (10) days prior to the effective date of such liquidation and
dissolution; and (ii) the Committee may make arrangements with the grantees for
the payment of appropriate consideration to them for the cancellation and
surrender of any stock option or stock appreciation right that is so canceled or
surrendered at any time up to ten (10) days prior to the effective date of such
liquidation and dissolution. The Committee may establish a different period (and
different conditions) for such exercise, delivery, cancellation, or surrender to
avoid subjecting the grantee to liability under Section 16(b) of the Exchange
Act. Any stock option or stock appreciation right not so exercised, canceled, or
surrendered shall terminate on the last day for exercise prior to such effective
date.
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     Except as hereinbefore expressly provided, issuance by the Corporation of
shares of stock of any class or securities convertible into shares of stock of
any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warranty to subscribe therefore, or upon conversion of
shares or obligations of the Corporation convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to Awards theretofore granted or the purchase
price per share of Common Stock subject to Awards.

11.  TERMINATION AND MODIFICATION OF THE PLAN

     The Board, without further approval of the stockholders, may modify or
terminate the Plan or any portion thereof at any time, except that no
modification shall become effective without prior approval of the stockholders
of the Corporation to increase the number of shares of Common Stock subject to
the Plan or if stockholder approval is necessary to comply with any tax or
regulatory requirement or rule of any exchange or Nasdaq System upon which the
Common Stock is listed or quoted (including for this purpose stockholder
approval that is required for continued compliance with Rule 16b-3 or
stockholder approval that is required to enable the Committee to grant incentive
stock options pursuant to the Plan).

     The Committee shall be authorized to make minor or administrative
modifications to the Plan as well as modifications to the Plan that may be
dictated by requirements of federal or state laws applicable to the Corporation
or that may be authorized or made desirable by such laws. The Committee may
amend or modify the grant of any outstanding Award in any manner to the extent
that the Committee would have had the authority to make such Award as so
modified or amended. No modification may be made that would materially adversely
affect any Award previously made under the Plan without the approval of the
grantee.

12.  NON-GUARANTEE OF EMPLOYMENT

     Nothing in the Plan or in any Grant Agreement thereunder shall confer any
right on an employee to continue in the employ of the Corporation or shall
interfere in any way with the right of the Corporation to terminate an employee
at any time.

13.  TERMINATION OF EMPLOYMENT

     For purposes of maintaining a grantee's continuous status as an employee
and accrual of rights under any Award, transfer of an employee among the
Corporation and the Corporation's Parent or Subsidiaries shall not be considered
a termination of employment. Nor shall it be considered a termination of
employment for such purposes if an employee is placed on military or sick leave
or such other leave of absence which is considered as continuing intact the
employment relationship; in such a case, the employment relationship shall be
continued until the date when an employee's right to reemployment shall no
longer be guaranteed either by law or contract.

14.  WRITTEN AGREEMENT

     Each Grant Agreement entered into between the Corporation and a grantee
with respect to an Award granted under the Plan shall incorporate the terms of
this Plan and shall contain such provisions, consistent with the provisions of
the Plan, as may be established by the Committee.

15.  NON-UNIFORM DETERMINATIONS

     The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such Awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Awards under the Plan, whether
or not such persons are similarly situated.

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16.  LIMITATION ON BENEFITS

     With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

17.  LISTING AND REGISTRATION

     If the Corporation determines that the listing, registration or
qualification upon any securities exchange or upon any listing or quotation
system established by the National Association of Securities Dealers, Inc.
("Nasdaq System") or under any law, of shares subject to any Award is necessary
or desirable as a condition of, or in connection with, the granting of same or
the issue or purchase of shares thereunder, no such Award may be exercised in
whole or in part and no restrictions on such Award shall lapse, unless such
listing, registration or qualification is effected free of any conditions not
acceptable to the Corporation.

18.  COMPLIANCE WITH SECURITIES LAW

     The Corporation may require that a grantee, as a condition to exercise of
an Award, and as a condition to the delivery of any share certificate, provide
to the Corporation, at the time of each such exercise and each such delivery, a
written representation that the shares of Common Stock being acquired shall be
acquired by the grantee solely for investment and will not be sold or
transferred without registration or the availability of an exemption from
registration under the Securities Act and applicable state securities laws. The
Corporation may also require that a grantee submit other written representations
which will permit the Corporation to comply with federal and applicable state
securities laws in connection with the issuance of the Common Stock, including
representations as to the knowledge and experience in financial and business
matters of the grantee and the grantee's ability to bear the economic risk of
the grantee's investment. The Corporation may require that the grantee obtain a
"purchaser representative" as that term is defined in applicable federal and
state securities laws. The stock certificates for any shares of Common Stock
issued pursuant to this Plan may bear a legend restricting transferability of
the shares of Common Stock unless such shares are registered or an exemption
from registration is available under the Securities Act and applicable state
securities laws. The Corporation may notify its transfer agent to stop any
transfer of shares of Common Stock not made in compliance with these
restrictions. Common Stock shall not be issued with respect to an Award granted
under the Plan unless the exercise of such Award and the issuance and delivery
of share certificates for such Common Stock pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any national securities exchange or Nasdaq System upon which the
Common Stock may then be listed or quoted, and shall be further subject to the
approval of counsel for the Corporation with respect to such compliance to the
extent such approval is sought by the Committee.

19.  NO TRUST OR FUND CREATED

     Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Corporation and a grantee or any other person. To the extent that any grantee or
other person acquires a right to receive payments from the Corporation pursuant
to an Award, such right shall be no greater than the right of any unsecured
general creditor of the Corporation.

20.  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS

     Nothing contained in the Plan shall prevent the Corporation or its Parent
or Subsidiary corporations from adopting or continuing in effect other
compensation arrangements (whether such arrangements be generally applicable or
applicable only in specific cases) as the Committee in its discretion determines
desirable, including without limitation the granting of stock options, stock
awards, stock appreciation rights or phantom stock units otherwise than under
the Plan.

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21.  NO RESTRICTION OF CORPORATE ACTION

     Nothing contained in the Plan shall be construed to prevent the Corporation
or any Parent or Subsidiary from taking any corporate action which is deemed by
the Corporation or such Parent or Subsidiary to be appropriate or in its best
interest, whether or not such action would have an adverse effect on the Plan or
any Award issued under the Plan. No employee, beneficiary or other person shall
have any claim against the Corporation or any Parent or Subsidiary as a result
of such action.

22.  GOVERNING LAW

     The validity, construction and effect of the Plan, of any Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations
or decisions made by the Board or Committee relating to the Plan or such Grant
Agreements, and the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in accordance
with applicable federal laws and the laws of the State of Delaware without
regard to its conflict of laws rules and principles.

23.  PLAN SUBJECT TO ARTICLES AND BY-LAWS

     This Plan is subject to the Articles and By-Laws of the Corporation, as
they may be amended from time to time.

24.  EFFECTIVE DATE; TERMINATION DATE

     The Plan is effective as of the date on which the Plan was adopted by the
Board; provided that no stock options issued hereunder shall be treated as
incentive stock options, regardless of the designation in the Grant Agreement,
unless the Plan is approved by the shareholders of the Corporation as provided
in Section 6(e)(vi). No Award shall be granted under the Plan after the close of
business on the day immediately preceding the tenth anniversary of the effective
date of the Plan. Subject to other applicable provisions of the Plan, all Awards
made under the Plan prior to such termination of the Plan shall remain in effect
until such Awards have been satisfied or terminated in accordance with the Plan
and the terms of such Awards.

Date Approved by the Board: February 21, 2001

Date Approved by the Shareholders:

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