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                                                                    EXHIBIT 10.1
                               DELIVERY NOW CORP.

                             2001 STOCK OPTION PLAN

                              ADOPTED JUNE 29, 2001


         1. PURPOSE OF THE PLAN. The Delivery Now Corp., 2001 Stock Option Plan
(the "Plan") is intended to advance the interests of Delivery Now Corp. (the
"Company"), by inducing individuals, and eligible entities (as hereinafter
provided) of outstanding ability and potential to join and remain with, or
provide consulting or advisory services to, the Company, by encouraging and
enabling eligible employees, non-employee Directors, consultants, and advisors
to acquire proprietary interests in the Company, and by providing the
participating employees, non-employee Directors, consultants, and advisors with
an additional incentive to promote the success of the Company. This is
accomplished by providing for the granting of "Options", which term as used
herein includes both "Incentive Stock Options" and "Nonstatutory Stock Options"
(as hereinafter defined) to employees, non-employee Directors, consultants, and
advisors.

         2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors") or by a committee (the
"Committee") chosen by the Board of Directors. Except as herein specifically
provided, the interpretation and construction by the Board of Directors or the
Committee of any provision of the Plan or of any Option granted under it shall
be final and conclusive. The receipt of Options by Directors, or any members of
the Committee, shall not preclude their vote on any matters in connection with
the administration or interpretation of the Plan.

          3. SHARES SUBJECT TO THE PLAN. The stock subject to Options granted
under the Plan shall be shares of the Company's Common Stock, par value $.0001
per share (the "Common Stock"), whether authorized but unissued or held in the
Company's treasury, or shares purchased from stockholders expressly for use
under the Plan. The maximum number of shares of Common Stock which may be issued
pursuant to Options granted under the Plan shall not exceed in the aggregate
Five Hundred Thousand (500,000) shares, plus such number of Common Stock shares
issuable upon the exercise of Reload Options (as hereinafter defined) granted
under the Plan, subject to adjustment in accordance with the provisions of
Section 13 hereof. The Company shall at all times while the Plan is in force
reserve such number of shares of Common Stock as will be sufficient to satisfy
the requirements of all outstanding Options granted under the Plan. In the event
any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the un-purchased shares subject thereto shall
again be available for Options under the Plan.

          4. PARTICIPATION. The class of individual or entity that shall be
eligible to receive Options under the Plan shall be (a) with respect to
Incentive Stock Options described in Section 6 hereof, all employees (including
officers) of either the Company or any subsidiary corporation of the Company,
and (b) with respect to Nonstatutory Stock Options described in Section 7
hereof, all employees (including officers) and non-employee Directors of, or
consultants and advisors to, either the Company or any subsidiary corporation of
the Company; provided, however, that Nonstatutory Stock Options shall
not be granted to any such consultants and advisors unless (i) bona fide
services have been or are to be

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rendered by such consultant or advisor and (ii) such services are not in
connection with the offer or sale of securities in a capital raising
transaction. For purposes of the Plan, for an entity to be an eligible entity,
it must be included in the definition of "employee" for purposes of a Form S-8
Registration Statement filed under the Securities Act of 1933, as amended (the
"Act"). The Board of Directors or the Committee, in its sole discretion, but
subject to the provisions of the Plan, shall determine the employees and
non-employee Directors of, and the consultants and advisors to, the Company and
its subsidiary corporations to whom Options shall be granted, and the number of
shares to be covered by each Option, taking into account the nature of the
employment or services rendered by the individuals or entities being considered,
their annual compensation, their present and potential contributions to the
success of the Company, and such other factors as the Board of Directors or the
Committee may deem relevant.

         5. STOCK OPTION AGREEMENT. Each Option granted under the Plan shall be
authorized by the Board of Directors or the Committee, and shall be evidenced by
a Stock Option Agreement which shall be executed by the Company and by the
individual or entity to whom such Option is granted. The Stock Option Agreement
shall specify the number of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, the option price per
share thereof, and such other terms and provisions not inconsistent with this
Plan.

         6. INCENTIVE STOCK OPTIONS. The Board of Directors or the Committee may
grant Options under the Plan, which Options are intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and which are subject to the following terms and conditions and
any other terms and conditions as may at any time be required by Section 422 of
the Code (referred to herein as an "Incentive Stock Option"):

                  (a) No Incentive Stock Option shall be granted to individuals
other than employees of the Company or of a subsidiary corporation of the
Company;

                  (b) Each Incentive Stock Option under the Plan must be granted
prior to the date which is ten (10) years from the date the Plan initially was
adopted by the Board of Directors of the Company;

                  (c) The option price of the shares of Common Stock subject to
any Incentive Stock Option shall not be less than the fair market value of the
Common Stock at the time such Incentive Stock Option is granted; provided,
however, if an Incentive Stock Option is granted to an individual who owns, at
the time the Incentive Stock Option is granted, more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of a
parent or subsidiary corporation of the Company (a "Principal Stockholder"), the
option price of the shares subject to the Incentive Stock Option shall be at
least one hundred ten percent (110%) of the fair market value of the Common
Stock at the time the Incentive Stock Option is granted;

                  (d) No Incentive Stock Option granted under the Plan shall be
exercisable after the expiration of ten (10) years from the date of its grant.
However, if an Incentive Stock Option is granted to a Principal Stockholder,
such Incentive Stock Option shall not be exercisable after the expiration of
five (5) years from the date of its grant. Every Incentive Stock Option granted
under the Plan shall be subject to earlier termination as expressly provided in
Section 12 hereof;

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                  (e) For purposes of determining stock ownership under this
Section 6, the attribution rules of Section 424(d) of the Code shall apply; and

                  (f) For purposes of the Plan, and except as otherwise provided
herein, fair market value shall be determined by the Board of Directors or the
Committee. If the Common Stock is listed on a national securities exchange or
traded on the over-the-counter market, fair market value shall be the closing
selling price or, if not available, the closing bid price or, if not available,
the high bid price of the Common Stock quoted on such exchange, or on the
over-the-counter market as reported by The NASDAQ Stock Market ("NASDAQ") or, if
the Common Stock is not listed on NASDAQ, then by the National Quotation Bureau,
Incorporated, as the case may be, on the day immediately preceding the day on
which the Option is granted or exercised, as the case may be, or, if there is no
selling or bid price on that day, the closing selling price, closing bid price,
or high bid price on the most recent day which precedes that day and for which
such prices are available.

         7. NONSTATUTORY STOCK OPTIONS. The Board of Directors or the Committee
may grant Options under the Plan which are not intended to meet the requirements
of Section 422 of the Code, as well as Options which are intended to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will not be treated as Incentive Stock Options (referred to herein as a
"Nonstatutory Stock Options"). Nonstatutory Stock Options which are not intended
to meet those requirements shall be subject to the following terms and
conditions:

                  (a) A Nonstatutory Stock Option may be granted to any
individual or entity eligible to receive an Option under the Plan pursuant to
Section 4(b) hereof;

                  (b) The option price of the shares of Common Stock subject to
a Nonstatutory Stock Option shall be determined by the Board of Directors or the
Committee, in its sole discretion, at the time of the grant of the Nonstatutory
Stock Option; provided, however, the option price shall not be less than
eighty-five percent (85%) of the fair market value of a share of Common Stock on
the date of grant. For purposes of this Section 7(b), fair market value shall
mean, if the Common Stock is publicly traded, the closing trading price on the
day preceding the date of the grant; and

                  (c) A Nonstatutory Stock Option granted under the Plan may be
of such duration as shall be determined by the Board of Directors or the
Committee (subject to earlier termination as expressly provided in Section 11
hereof).

         8. RELOAD FEATURE. The Board of Directors or the Committee may grant
Options with a reload feature. A reload feature shall only apply when the option
price is paid by delivery of Common Stock (as set forth in Section 13(b)(ii)).
The Stock Option Agreement for the Options containing the reload feature shall
provide that the Option holder shall receive, contemporaneously with the payment
of the option price in shares of Common Stock, a reload stock option (the
"Reload Option") to purchase that number of shares of Common Stock equal to the
sum of (i) the number of shares of Common Stock used to exercise the Option, and
(ii) with respect to Nonstatutory Stock Options, the number of shares of Common
Stock used to satisfy any tax withholding requirement incident to the exercise
of such Nonstatutory Stock Option. The terms of the Plan applicable to the
Option shall be equally applicable to the Reload Option with the following
exceptions: (i) the option price per share of Common Stock deliverable upon the
exercise of the Reload Option, (A) in the case of a Reload Option which is an
Incentive Stock Option being granted to a Principal Stockholder, shall be one
hundred ten percent

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(110%) of the fair market value of a share of Common Stock on the date of grant
of the Reload Option, and (B) in the case of a Reload Option which is an
Incentive Stock Option being granted to a person other than a Principal
Stockholder or is a Nonstatutory Stock Option, shall be the fair market value of
a share of Common Stock on the date of grant of the Reload Option; and (ii) the
term of the Reload Option shall be equal to the remaining option term of the
Option (including a Reload Option) which gave rise to the Reload Option. The
Reload Option shall be evidenced by an appropriate amendment to the Stock Option
Agreement for the Option which gave rise to the Reload Option. In the event the
exercise price of an Option containing a reload feature is paid by check and not
in shares of Common Stock, the reload feature shall have no application with
respect to such exercise.

         9. RIGHTS OF OPTION HOLDERS. The holder of any Option granted under the
Plan shall have none of the rights of a stockholder with respect to the stock
covered by his Option until such stock shall be transferred to him upon the
exercise of his Option and payment for the respective shares.

         10. ALTERNATE STOCK APPRECIATION RIGHTS.

                  (a) Concurrently with, or subsequent to, the award of any
Option to purchase one or more shares of Common Stock, the Board of Directors or
the Committee may, in its sole discretion, subject to the provisions of the Plan
and such other terms and conditions as the Board of Directors or the Committee
may prescribe, award to the optionee, with respect to each share of Common Stock
covered by an Option ("Related Option"), a related alternate stock appreciation
right ("SAR"), permitting the optionee to be paid the appreciation on the
Related Option in lieu of exercising the Related Option. An SAR granted with
respect to an Incentive Stock Option must be granted together with the Related
Option. An SAR granted with respect to a Nonstatutory Stock Option may be
granted together with, or subsequent to, the grant of such Related Option.

                  (b) Each SAR granted under the Plan shall be authorized by the
Board of Directors or the Committee, and shall be evidenced by an SAR Agreement
which shall be executed by the Company and by the individual or entity to whom
such SAR is granted. The SAR Agreement shall specify the period during which the
SAR is exercisable, and such other terms and provisions not inconsistent with
the Plan.

                  (c) An SAR may be exercised only if and to the extent that its
Related Option is eligible to be exercised on the date of exercise of the SAR.
To the extent that a holder of an SAR has a current right to exercise, the SAR
may be exercised from time to time by delivery by the holder thereof to the
Company at its principal office (attention: Secretary) of a written notice of
the number of shares with respect to which it is being exercised. Such notice
shall be accompanied by the agreements evidencing the SAR and the Related
Option. In the event the SAR shall not be exercised in full, the Secretary of
the Company shall endorse or cause to be endorsed on the SAR Agreement and the
Related Option Agreement the number of shares which have been exercised
thereunder and the number of shares that remain exercisable under the SAR and
the Related Option and return such SAR and Related Option to the holder thereof.

                  (d) The amount of payment to which an optionee shall be
entitled upon the exercise of each SAR shall be equal to one hundred percent
(100%) of the amount, if any, by which the fair market value of a share of
Common Stock on the exercise date exceeds the exercise price per share of the
Related Option; provided, however, the Company may, in its sole discretion,
withhold from any such

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cash payment any amount necessary to satisfy the Company's obligation for
withholding taxes with respect to such payment.

                  (e) The amount payable by the Company to an optionee upon
exercise of an SAR may, in the sole determination of the Company, be paid in
shares of Common Stock, cash or a combination thereof, as set forth in the SAR
Agreement. In the case of a payment in shares, the number of shares of Common
Stock to be paid to an optionee upon such optionee's exercise of an SAR shall be
determined by dividing the amount of payment determined pursuant to Section
10(d) hereof by the fair market value of a share of Common Stock on the exercise
date of such SAR. For purposes of the Plan, the exercise date of an SAR shall be
the date the Company receives written notification from the optionee of the
exercise of the SAR in accordance with the provisions of Section 10(c) hereof.
As soon as practicable after exercise, the Company shall either deliver to the
optionee the amount of cash due such optionee or a certificate or certificates
for such shares of Common Stock. All such shares shall be issued with the rights
and restrictions specified herein.

                  (f) SARs shall terminate or expire upon the same conditions
and in the same manner as the Related Options, and as set forth in Section 12
hereof.

                  (g) The exercise of any SAR shall cancel and terminate the
right to purchase an equal number of shares covered by the Related Option.

                  (h) Upon the exercise or termination of any Related Option,
the SAR with respect to such Related Option shall terminate to the extent of the
number of shares of Common Stock as to which the Related Option was exercised or
terminated.

                  (i) An SAR granted pursuant to the Plan shall be exercisable
only by the optionee hereof during the optionee's lifetime and, subject to the
provisions of Section 10(f) hereof.

                  (j) An SAR granted pursuant to the Plan shall not be assigned,
transferred, pledged, or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or similar
process. Any attempted transfer, assignment, pledge, hypothecation, or other
disposition of any SAR or of any rights granted thereunder contrary to the
foregoing provisions of this Section 10(j), or the levy of any attachment or
similar process upon an SAR or such rights, shall be null and void.

         11. TRANSFERABILITY. No Option granted under the Plan shall be
transferable by the individual or entity to whom it was granted otherwise than
by will or the laws of descent and distribution, or other operation of law, and,
during the lifetime of such individual, shall not be exercisable by any other
person, but only by the optionee.

         12. TERMINATION OF EMPLOYMENT OR DEATH.

                  (a) Subject to the terms of the Stock Option Agreement, if the
employment of an employee by, or the services of a non-employee Director for, or
consultant or advisor to, the Company or a subsidiary corporation of the Company
shall be terminated for cause or voluntarily by the employee, non-employee
Director, consultant, or advisor, then his or its Option shall expire forthwith.
Subject to the terms of the Stock Option Agreement, and except as provided in
subsections (b) and (c) of this

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Section 12, if such employment or services shall terminate for any other reason,
then such Option may be exercised at any time within three (3) months after such
termination, subject to the provisions of subsection (d) of this Section 12. For
purposes of the Plan, the retirement of an individual either pursuant to a
pension or retirement plan adopted by the Company or at the normal retirement
date prescribed from time to time by the Company shall be deemed to be a
termination of such individual's employment other than voluntarily or for cause.
For purposes of this subsection (a), an employee, non-employee Director,
consultant, or advisor who leaves the employ or services of the Company to
become an employee or non-employee Director of, or a consultant or advisor to, a
subsidiary corporation of the Company or a corporation (or subsidiary or parent
corporation of the Company) which has assumed the Option of the Company as a
result of a corporate reorganization or the like shall not be considered to have
terminated his employment or services.

                  (b) Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan dies (i) while employed by, or while serving
as a non-employee Director for or a consultant or advisor to, the Company or a
subsidiary corporation of the Company, or (ii) within three (3) months after the
termination of his employment or services other than voluntarily by the employee
or non-employee Director, consultant or advisor, or for cause, then such Option
may, subject to the provisions of subsection (d) of this Section 12, be
exercised by the estate of the employee or non- employee Director, consultant or
advisor, or by a person who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of such employee or
non-employee Director, consultant or advisor at any time within one (1) year
after such death.

                  (c) Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan ceases employment or services because of
permanent and total disability [within the meaning of Section 22(e)(3) of the
Code] while employed by, or while serving as a non-employee Director for or
consultant or advisor to, the Company or a subsidiary corporation of the
Company, then such Option may, subject to the provisions of subsection (d) of
this Section 12, be exercised at any time within one (1) year after his
termination of employment, termination of Directorship or termination of
consulting or advisory services, as the case may be, due to the disability.

                  (d) An Option may not be exercised pursuant to this Section 12
except to the extent that the holder was entitled to exercise the Option at the
time of termination of employment, termination of Directorship, termination of
consulting or advisory services, or death, and in any event may not be exercised
after the expiration of the Option, except as provided herein.

                  (e) For purposes of this Section 12, the employment
relationship of an employee of the Company or of a subsidiary corporation of the
Company will be treated as continuing intact while he is on military or sick
leave or other bona fide leave of absence (such as temporary employment by
the Government) if such leave does not exceed ninety (90) days, or, if longer,
so long as his right to reemployment is guaranteed either by statute or by
contract.

         13. EXERCISE OF OPTIONS.

                  (a) Unless otherwise provided in the Stock Option Agreement,
any Option granted under the Plan shall be exercisable in whole at any time, or
in part from time to time, prior to expiration. The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options granted under the Plan shall be subject (i) to
such condition

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or conditions as it may impose, including, but not limited to, a condition that
the holder thereof remain in the employ or service of, or continue to provide
consulting or advisory services to, the Company or a subsidiary corporation of
the Company for such period or periods from the date of grant of the Option as
the Board of Directors or the Committee, in its absolute discretion, shall
determine; and (ii) to such limitations as it may impose, including, but not
limited to, a limitation that the aggregate fair market value of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by any employee during any calendar year (under all plans of the
Company and its parent and subsidiary corporations) shall not exceed one hundred
thousand dollars ($100,000). In addition, in the event that, under any Stock
Option Agreement, the aggregate fair market value of the Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by
any employee during any calendar year (under all plans of the Company and its
parent and subsidiary corporations) exceeds one hundred thousand dollars
($100,000), the Board of Directors or the Committee may, when shares are
transferred upon exercise of such Options, designate those shares which shall be
treated as transferred upon exercise of an Incentive Stock Option and those
shares which shall be treated as transferred upon exercise of a Nonstatutory
Stock Option.

                  (b) An Option granted under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal office (attention
of the Secretary) of written notice of the number of shares with respect to
which the Option is being exercised. Such notice shall be accompanied, or
followed within ten (10) days of delivery thereof, by payment of the full option
price of such shares, and payment of such option price shall be made by the
holder's delivery of (i) his check payable to the order of the Company; (ii)
previously acquired Common Stock, the fair market value of which shall be
determined as of the date of exercise; (iii) by "cash-less" exercise, if
cash-less exercise is otherwise permitted by the Stock Option Agreement; or (iv)
by the holder's delivery of any combination of the foregoing (i), (ii) and
(iii).

         14. ADJUSTMENT UPON CHANGE IN CAPITALIZATION.

                  (a) In the event that the outstanding Common Stock is
hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares,
reverse split, stock dividend or the like, an appropriate adjustment shall be
made by the Board of Directors or the Committee in the aggregate number of
shares available under the Plan, in the number of shares and option price per
share subject to outstanding Options, and in any limitation on exerciseability
referred to in Section 13(a)(ii) hereof which is set forth in outstanding
Incentive Stock Options. If the Company shall be reorganized, consolidated, or
merged with another corporation, the holder of an Option shall be entitled to
receive, upon the exercise of his Option, the same number and kind of shares of
stock or the same amount of property, cash or securities as he would have been
entitled to receive upon the happening of any such corporate event as if he had
been, immediately prior to such event, the holder of the number of shares
covered by his Option; provided, however, that, in such event, the Board of
Directors or the Committee shall have the discretionary power to take any action
necessary or appropriate to prevent any Incentive Stock Option granted hereunder
which is intended to be an "incentive stock option" from being disqualified as
such under the then existing provisions of the Code or any law amendatory
thereof or supplemental thereto.

                  (b) Any adjustment in the number of shares shall apply
proportionately to only the unexercised portion of the Option granted hereunder.
If fractions of a share would result from any such adjustment, the adjustment
shall be revised to the next lower whole number of shares.


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         15. FURTHER CONDITIONS OF EXERCISE.

                  (a) Unless prior to the exercise of the Option the shares
issuable upon such exercise have been registered with the Securities and
Exchange Commission pursuant to the Act, the notice of exercise shall be
accompanied by a representation or agreement of the person or estate exercising
the Option to the Company to the effect that such shares are being acquired for
investment purposes and not with a view to the further distribution thereof, and
such other documentation as may be required by the Company, unless, in the
opinion of counsel to the Company, such representation, agreement or
documentation is not necessary to comply with the Act.

                  (b) The Company shall not be obligated to deliver any Common
Stock until it has been listed on each securities exchange or market on which
the Common Stock may then be listed or until there has been qualification under
or compliance with such federal or state laws, rules or regulations as the
Company may deem applicable. The Company shall use reasonable efforts to obtain
such listing, qualification, and compliance.

         16. EFFECTIVENESS OF THE PLAN. The Plan shall become operative and in
effect on such date as shall be fixed by the Board of Directors of the Company,
in its sole discretion, following approval by a vote of the majority of the
holders of the outstanding voting common shares of the Company.

         17. TERMINATION, MODIFICATION AND AMENDMENT.

                  (a) The Plan (but not the Options or SARs granted pursuant to
the Plan) shall terminate on a date within ten (10) years from the date of its
adoption by the Board of Directors of the Company, or sooner as hereinafter
provided, and no Option shall be granted after termination of the Plan.

                  (b) The Plan may, from time to time, be terminated, modified,
or amended by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Company present at a meeting of
shareholders and entitled to vote thereon (or, in the case of action by written
consent, a majority of the outstanding shares of capital stock of the Company
entitled to vote thereon).

                  (c) The Board of Directors may at any time, on or before the
termination date referred to in Section 17(a) hereof, terminate the Plan, or
from time to time make such modifications or amendments to the Plan as it may
deem advisable; provided, however, that the Board of Directors shall not,
without approval by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Company present at a meeting of
shareholders and entitled to vote thereon (or, in the case of action by written
consent, a majority of the outstanding shares of capital stock of the Company
entitled to vote thereon), increase (except as otherwise provided by Section 14
hereof) the maximum number of shares as to which Incentive Stock Options may be
granted hereunder, change the designation of the employees or class of employees
eligible to receive Incentive Stock Options, or make any other change which
would prevent any Incentive Stock Option granted hereunder which is intended to
be an "incentive stock option" from disqualifying as such under the then
existing provisions of the Code or any law amendatory thereof or supplemental
thereto.

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                  (d) No termination, modification, or amendment of the Plan
may, without the consent of the individual or entity to whom any Option shall
have been granted, adversely affect any rights previously conferred by such
Option.

         18. NOT A CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or in
any Stock Option Agreement executed pursuant hereto shall be deemed to confer
upon any individual or entity to whom an Option is or may be granted hereunder
any right to remain in the employ or service of the Company or a subsidiary
corporation of the Company or any entitlement to any remuneration or other
benefit pursuant to any consulting or advisory arrangement.

         19. USE OF PROCEEDS. The proceeds from the sale of shares pursuant to
Options granted under the Plan shall constitute general funds of the Company.

         20. INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE. In addition to
such other rights of indemnification as they may have, the members of the Board
of Directors or the Committee, as the case may be, shall be indemnified by the
Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, suit, or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit, or proceeding, the member or members of
the Board of Directors or the Committee, as the case may be, shall notify the
Company in writing, giving the Company an opportunity at its own cost to defend
the same before such member or members undertake to defend the same on his or
their own behalf.

         21. DEFINITIONS. For purposes of the Plan, the terms "parent
corporation" and "subsidiary corporation" shall have the meanings set forth in
Sections 424(e) and 424(f) of the Code, respectively, and the masculine shall
include the feminine and the neuter as the context requires.

         22. GOVERNING LAW. The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the laws of the State
of Delaware.