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                                                                   EXHIBIT 10.9

                         NUKO INFORMATION SYSTEMS, INC.

                             1996 STOCK OPTION PLAN
                   (AS AMENDED AND RESTATED NOVEMBER 7, 1996)

     1. Purposes of the Plan.  The purposes of this Stock Plan are:

          - to attract and retain the best available personnel for positions of
     substantial responsibility,

          - to provide additional incentive to Employees and Consultants, and

          - to promote the success of the Company's business.

     All Options granted under the Plan will be Nonstatutory Stock Options.
Stock Purchase Rights may also be granted under the Plan.

     2. Definitions.  As used herein, the following definitions shall apply:

          (a) "Administrator" means the Board or any of its Committees as shall
     be administering the Plan, in accordance with Section 4 of the Plan.

          (b) "Applicable Laws" means the requirements relating to the
     administration of stock option plans under U. S. state corporate laws, U.S.
     federal and state securities laws, the Code, any stock exchange or
     quotation system on which the Common Stock is listed or quoted and the
     applicable laws of any foreign country or jurisdiction where Options or
     Stock Purchase Rights are, or will be, granted under the Plan.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Code" means the Internal Revenue Code of 1986, as amended.

          (e) "Committee" means a committee of Directors appointed by the Board
     in accordance with Section 4 of the Plan.

          (f) "Common Stock" means the Common Stock of the Company.

          (g) "Company" means Nuko Information Systems, Inc., a Delaware
     corporation.

          (h) "Consultant" means any person, including an advisor, engaged by
     the Company or a Parent or Subsidiary to render services to such entity.

          (i) "Director" means a member of the Board.

          (j) "Disability" means total and permanent disability as defined in
     Section 22(e)(3) of the Code.

          (k) "Employee" means any person, including Officers and Directors,
     employed by the Company or any Parent or Subsidiary of the Company. A
     Service Provider shall not cease to be an Employee in the case of (i) any
     leave of absence approved by the Company or (ii) transfers between
     locations of the Company or between the Company, its Parent, any
     Subsidiary, or any successor. Neither service as a Director nor payment of
     a director's fee by the Company shall be sufficient to constitute
     "employment" by the Company.

          (l) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (m) "Fair Market Value" means, as of any date, the value of Common
     Stock determined as follows:

             (i) If the Common Stock is listed on any established stock exchange
        or a national market system, including without limitation the Nasdaq
        National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
        Market, its Fair Market Value shall be the closing sales price for such
        stock (or the closing bid, if no sales were reported) as quoted on such
        exchange or system for the last
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        market trading day prior to the time of determination, as reported in
        The Wall Street Journal or such other source as the Administrator deems
        reliable;

             (ii) If the Common Stock is regularly quoted by a recognized
        securities dealer but selling prices are not reported, the Fair Market
        Value of a Share of Common Stock shall be the mean between the high bid
        and low asked prices for the Common Stock on the last market trading day
        prior to the day of determination, as reported in The Wall Street
        Journal or such other source as the Administrator deems reliable;

             (iii) In the absence of an established market for the Common Stock,
        the Fair Market Value shall be determined in good faith by the
        Administrator.

          (n) "Nonstatutory Stock Option" means an Option not intended to
     qualify as an incentive stock option within the meaning of Section 422 of
     the Code and the regulation promulgated thereunder.

          (o) "Notice of Grant" means a written or electronic notice evidencing
     certain terms and conditions of an individual Option or Stock Purchase
     Right grant. The Notice of Grant is part of the Option Agreement.

          (p) "Officer" means a person who is an officer of the Company within
     the meaning of Section 16 of the Exchange Act and the rules and regulations
     promulgated thereunder.

          (q) "Option" means a stock option granted pursuant to the Plan.

          (r) "Option Agreement" means an agreement between the Company and an
     Optionee evidencing the terms and conditions of an individual Option grant.
     The Option Agreement is subject to the terms and conditions of the Plan.

          (s) "Option Exchange Program" means a program whereby outstanding
     options are surrendered in exchange for options with a lower exercise
     price.

          (t) "Optioned Stock" means the Common Stock subject to an Option or
     Stock Purchase Right.

          (u) "Optionee" means the holder of an outstanding Option or Stock
     Purchase Right granted under the Plan.

          (v) "Parent" means a "parent corporation," whether now or hereafter
     existing, as defined in Section 424(e) of the Code.

          (w) "Plan" means this 1996 Stock Option Plan.

          (x) "Restricted Stock" means shares of Common Stock acquired pursuant
     to a grant of Stock Purchase Rights under Section 11 below.

          (y) "Restricted Stock Purchase Agreement" means a written agreement
     between the Company and the Optionee evidencing the terms and restrictions
     applying to stock purchased under a Stock Purchase Right. The Restricted
     Stock Purchase Agreement is subject to the terms and conditions of the Plan
     and the Notice of Grant.

          (z) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
     to Rule 16b-3, as in effect when discretion is being exercised with respect
     to the Plan.

          (aa) "Section 16(b)" means Section 16(b) of the Exchange Act.

          (bb) "Service Provider" means an Employee or Consultant.

          (cc) "Share" means a share of the Common Stock, as adjusted in
     accordance with Section 13 of the Plan.

          (dd) "Stock Purchase Right" means the right to purchase Common Stock
     pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

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          (ee) "Subsidiary" means a "subsidiary corporation", whether now or
     hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock Subject to the Plan.  Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 2,500,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.

     If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

     4. Administration of the Plan.

        (a) Procedure.

             (i) Multiple Administrative Bodies.  The Plan may be administered
        by different Committees with respect to different groups of Service
        Providers.

             (ii) Section 162(m).  To the extent that the Administrator
        determines it to be desirable to qualify Options granted hereunder as
        "performance-based compensation" within the meaning of Section 162(m) of
        the Code, the Plan shall be administered by a Committee of two or more
        "outside directors" within the meaning of Section 162(m) of the Code.

             (iii) Rule 16b-3.  To the extent desirable to qualify transactions
        hereunder as exempt under Rule 16b-3, the transactions contemplated
        hereunder shall be structured to satisfy the requirements for exemption
        under Rule 16b-3.

             (iv) Other Administration.  Other than as provided above, the Plan
        shall be administered by (A) the Board or (B) a Committee, which
        committee shall be constituted to satisfy Applicable Laws.

          (b) Powers of the Administrator.  Subject to the provisions of the
     Plan, and in the case of a Committee, subject to the specific duties
     delegated by the Board to such Committee, the Administrator shall have the
     authority, in its discretion:

             (i) to determine the Fair Market Value;

             (ii) to select the Service Providers to whom Options and Stock
        Purchase Rights may be granted hereunder;

             (iii) to determine the number of shares of Common Stock to be
        covered by each Option and Stock Purchase Right granted hereunder;

             (iv) to approve forms of agreement for use under the Plan;

             (v) to determine the terms and conditions, not inconsistent with
        the terms of the Plan, of any Option or Stock Purchase Right granted
        hereunder. Such terms and conditions include, but are not limited to,
        the exercise price, the time or times when Options or Stock Purchase
        Rights may be exercised (which may be based on performance criteria),
        any vesting acceleration or waiver of forfeiture restrictions, and any
        restriction or limitation regarding any Option or Stock Purchase Right
        or the shares of Common Stock relating thereto, based in each case on
        such factors as the Administrator, in its sole discretion, shall
        determine;

             (vi) to reduce the exercise price of any Option or Stock Purchase
        Right to the then current Fair Market Value if the Fair Market Value of
        the Common Stock covered by such Option or Stock Purchase Right shall
        have declined since the date the Option or Stock Purchase Right was
        granted;

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             (vii) to institute an Option Exchange Program;

             (viii) to construe and interpret the terms of the Plan and awards
        granted pursuant to the Plan;

             (ix) to prescribe, amend and rescind rules and regulations relating
        to the Plan, including rules and regulations relating to sub-plans
        established for the purpose of qualifying for preferred tax treatment
        under foreign tax laws;

             (x) to modify or amend each Option or Stock Purchase Right (subject
        to Section 15(c) of the Plan), including the discretionary authority to
        extend the post-termination exercisability period of Options longer than
        is otherwise provided for in the Plan;

             (xi) to allow Optionees to satisfy withholding tax obligations by
        electing to have the Company withhold from the Shares to be issued upon
        exercise of an Option or Stock Purchase Right that number of Shares
        having a Fair Market Value equal to the amount required to be withheld.
        The Fair Market Value of the Shares to be withheld shall be determined
        on the date that the amount of tax to be withheld is to be determined.
        All elections by an Optionee to have Shares withheld for this purpose
        shall be made in such form and under such conditions as the
        Administrator may deem necessary or advisable;

             (xii) to authorize any person to execute on behalf of the Company
        any instrument required to effect the grant of an Option or Stock
        Purchase Right previously granted by the Administrator;

             (xiii) to make all other determinations deemed necessary or
        advisable for administering the Plan.

          (c) Effect of Administrator's Decision.  The Administrator's
     decisions, determinations and interpretations shall be final and binding on
     all Optionees and any other holders of Options or Stock Purchase Rights.


          5. Eligibility.  Nonstatutory Stock Options and Stock Purchase Rights
     may be granted to Service Providers.

        6. Limitations.

          (a) Each Option shall be designated in the Option Agreement as a
     Nonstatutory Stock Option.

          (b) Neither the Plan nor any Option or Stock Purchase Right shall
     confer upon an Optionee any right with respect to continuing the Optionee's
     relationship as a Service Provider with the Company, nor shall they
     interfere in any way with the Optionee's right or the Company's right to
     terminate such relationship at any time, with or without cause.

          (c) The following limitations shall apply to grants of Options:

             (i) No Service Provider shall be granted, in any fiscal year of the
        Company, Options to purchase more than 1,000,000 Shares.

             (ii) In connection with his or her initial service, a Service
        Provider may be granted Options to purchase up to an additional
        1,000,000 Shares which shall not count against the limit set forth in
        subsection (i) above.

             (iii) The foregoing limitations shall be adjusted proportionately
        in connection with any change in the Company's capitalization as
        described in Section 13.

             (iv) If an Option is cancelled in the same fiscal year of the
        Company in which it was granted (other than in connection with a
        transaction described in Section 13), the cancelled Option will be
        counted against the limits set forth in subsections (i) and (ii) above.
        For this purpose, if the exercise price of an Option is reduced, the
        transaction will be treated as a cancellation of the Option and the
        grant of a new Option.

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     7. Term of Plan.  Subject to Section 19 of the Plan, the Plan shall become
effective upon the earlier to occur of its adoption by the Board or its approval
by the shareholders of the Company. It shall continue in effect for a term of
ten (10) years unless terminated earlier under Section 15 of the Plan.

     8. Term of Option.  The term of each Option shall be stated in the Option
Agreement.

     9. Option Exercise Price and Consideration.

          (a) Exercise Price.  The per share exercise price for the Shares to be
     issued pursuant to exercise of an Option shall be determined by the
     Administrator, subject to the following:

             (i) In the case of a Nonstatutory Stock Option, the per Share
        exercise price shall be determined by the Administrator. In the case of
        a Nonstatutory Stock Option intended to qualify as "performance-based
        compensation" within the meaning of Section 162(m) of the Code, the per
        Share exercise price shall be no less than 100% of the Fair Market Value
        per Share on the date of grant.

             (ii) Notwithstanding the foregoing, Options may be granted with a
        per Share exercise price of less than 100% of the Fair Market Value per
        Share on the date of grant pursuant to a merger or other corporate
        transaction.

          (b) Waiting Period and Exercise Dates.  At the time an Option is
     granted, the Administrator shall fix the period within which the Option may
     be exercised and shall determine any conditions which must be satisfied
     before the Option may be exercised.

          (c) Form of Consideration.  The Administrator shall determine the
     acceptable form of consideration for exercising an Option, including the
     method of payment. Such consideration may consist entirely of:

           (i) cash;

           (ii) check;

             (iii) promissory note;

             (iv) other Shares which (A) in the case of Shares acquired upon
        exercise of an option, have been owned by the Optionee for more than six
        months on the date of surrender, and (B) have a Fair Market Value on the
        date of surrender equal to the aggregate exercise price of the Shares as
        to which said Option shall be exercised;

             (v) consideration received by the Company under a cashless exercise
        program implemented by the Company in connection with the Plan;

             (vi) a reduction in the amount of any Company liability to the
        Optionee, including any liability attributable to the Optionee's
        participation in any Company-sponsored deferred compensation program or
        arrangement;

             (vii) any combination of the foregoing methods of payment; or

             (viii) such other consideration and method of payment for the
        issuance of Shares to the extent permitted by Applicable Laws.

     10. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Stockholder.  Any Option
     granted hereunder shall be exercisable according to the terms of the Plan
     and at such times and under such conditions as determined by the
     Administrator and set forth in the Option Agreement. Unless the
     Administrator provides otherwise, vesting of Options granted hereunder
     shall be tolled during any unpaid leave of absence. An Option may not be
     exercised for a fraction of a Share.

          An Option shall be deemed exercised when the Company receives: (i)
     written or electronic notice of exercise (in accordance with the Option
     Agreement) from the person entitled to exercise the Option, and

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     (ii) full payment for the Shares with respect to which the Option is
     exercised. Full payment may consist of any consideration and method of
     payment authorized by the Administrator and permitted by the Option
     Agreement and the Plan. Shares issued upon exercise of an Option shall be
     issued in the name of the Optionee or, if requested by the Optionee, in the
     name of the Optionee and his or her spouse. Until the Shares are issued (as
     evidenced by the appropriate entry on the books of the Company or of a duly
     authorized transfer agent of the Company), no right to vote or receive
     dividends or any other rights as a stockholder shall exist with respect to
     the Optioned Stock, notwithstanding the exercise of the Option. The Company
     shall issue (or cause to be issued) such Shares promptly after the Option
     is exercised. No adjustment will be made for a dividend or other right for
     which the record date is prior to the date the Shares are issued, except as
     provided in Section 13 of the Plan.

          Exercising an Option in any manner shall decrease the number of Shares
     thereafter available, both for purposes of the Plan and for sale under the
     Option, by the number of Shares as to which the Option is exercised.

          (b) Termination of Relationship as a Service Provider.  If an Optionee
     ceases to be a Service Provider, other than upon the Optionee's death or
     Disability, the Optionee may exercise his or her Option within such period
     of time as is specified in the Option Agreement to the extent that the
     Option is vested on the date of termination (but in no event later than the
     expiration of the term of such Option as set forth in the Option
     Agreement). In the absence of a specified time in the Option Agreement, the
     Option shall remain exercisable for three (3) months following the
     Optionee's termination. If, on the date of termination, the Optionee is not
     vested as to his or her entire Option, the Shares covered by the unvested
     portion of the Option shall revert to the Plan. If, after termination, the
     Optionee does not exercise his or her Option within the time specified by
     the Administrator, the Option shall terminate, and the Shares covered by
     such Option shall revert to the Plan.

          (c) Disability of Optionee.  If an Optionee ceases to be a Service
     Provider as a result of the Optionee's Disability, the Optionee may
     exercise his or her Option within such period of time as is specified in
     the Option Agreement to the extent the Option is vested on the date of
     termination (but in no event later than the expiration of the term of such
     Option as set forth in the Option Agreement). In the absence of a specified
     time in the Option Agreement, the Option shall remain exercisable for
     twelve (12) months following the Optionee's termination. If, on the date of
     termination, the Optionee is not vested as to his or her entire Option, the
     Shares covered by the unvested portion of the Option shall revert to the
     Plan. If, after termination, the Optionee does not exercise his or her
     Option within the time specified herein, the Option shall terminate, and
     the Shares covered by such Option shall revert to the Plan.

          (d) Death of Optionee.

             (i) While a Service Provider.  If an Optionee dies while a Service
        Provider, the Option may be exercised within such period of time as is
        specified in the Option Agreement (but in no event later than the
        expiration of the term of such Option as set forth in the Notice of
        Grant) by the Optionee's estate or by a person who acquires the right to
        exercise the Option by bequest or inheritance, but only to the extent
        that the Option would have vested had the Optionee remained a Service
        Provider for six (6) months after the date of death. In the absence of a
        specified time in the Option Agreement, the Option shall remain
        exercisable for twelve (12) months following the Optionee's termination.
        If, at the time of death, the Optionee is not vested (or is not deemed
        vested by this Section 10(d)(i)) as to his or her entire Option, the
        Shares covered by the unvested portion of the Option shall immediately
        revert to the Plan. The Option may be exercised by the executor or
        administrator of the Optionee's estate or, if none, by the person(s)
        entitled to exercise the Option under the Optionee's will or the laws of
        descent or distribution. If the Option is not so exercised within the
        time specified herein, the Option shall terminate, and the Shares
        covered by such Option shall revert to the Plan.

             (ii) Within Three Months of Termination as a Service Provider.  If
        an Optionee dies within three (3) months of ceasing to be a Service
        Provider, the Option may be exercised within such period of time as is
        specified in the Option Agreement (but in no event later than the
        expiration of

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        the term of such Option as set forth in the Notice of Grant), by the
        Optionee's estate or by a person who acquires the right to exercise the
        Option by bequest or inheritance, but only to the extent that the Option
        is vested on the date of death. In the absence of a specified time in
        the Option Agreement, the Option shall remain exercisable for twelve
        (12) months following the Optionee's termination. If, at the time of
        death, the Optionee is not vested as to his or her entire Option, the
        Shares covered by the unvested portion of the Option shall immediately
        revert to the Plan. The Option may be exercised by the executor or
        administrator of the Optionee's estate or, if none, by the person(s)
        entitled to exercise the Option under the Optionee's will or the laws of
        descent or distribution. If the Option is not so exercised within the
        time specified herein, the Option shall terminate, and the Shares
        covered by such Option shall revert to the Plan.

          (e) Buyout Provisions.  The Administrator may at any time offer to buy
     out for a payment in cash or Shares, an Option previously granted based on
     such terms and conditions as the Administrator shall establish and
     communicate to the Optionee at the time that such offer is made.

     11. Stock Purchase Rights.

          (a) Rights to Purchase.  Stock Purchase Rights may be issued either
     alone, in addition to, or in tandem with other awards granted under the
     Plan and/or cash awards made outside of the Plan. After the Administrator
     determines that it will offer Stock Purchase Rights under the Plan, it
     shall advise the offeree in writing or electronically, by means of a Notice
     of Grant, of the terms, conditions and restrictions related to the offer,
     including the number of Shares that the offeree shall be entitled to
     purchase, the price to be paid, and the time within which the offeree must
     accept such offer. The offer shall be accepted by execution of a Restricted
     Stock Purchase Agreement in the form determined by the Administrator.

          (b) Repurchase Option.  Unless the Administrator determines otherwise,
     the Restricted Stock Purchase Agreement shall grant the Company a
     repurchase option exercisable upon the voluntary or involuntary termination
     of the purchaser's service with the Company for any reason (including death
     or Disability). The purchase price for Shares repurchased pursuant to the
     Restricted Stock purchase agreement shall be the original price paid by the
     purchaser and may be paid by cancellation of any indebtedness of the
     purchaser to the Company. The repurchase option shall lapse at a rate
     determined by the Administrator.

          (c) Other Provisions.  The Restricted Stock Purchase Agreement shall
     contain such other terms, provisions and conditions not inconsistent with
     the Plan as may be determined by the Administrator in its sole discretion.

          (d) Rights as a Stockholder.  Once the Stock Purchase Right is
     exercised, the purchaser shall have the rights equivalent to those of a
     stockholder, and shall be a stockholder when his or her purchase is entered
     upon the records of the duly authorized transfer agent of the Company. No
     adjustment will be made for a dividend or other right for which the record
     date is prior to the date the Stock Purchase Right is exercised, except as
     provided in Section 13 of the Plan.

     12. Non-Transferability of Options and Stock Purchase Rights.  Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.

     13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

          (a) Changes in Capitalization.  Subject to any required action by the
     stockholders of the Company, the number of shares of Common Stock covered
     by each outstanding Option and Stock Purchase Right, and the number of
     shares of Common Stock which have been authorized for issuance under the
     Plan but as to which no Options or Stock Purchase Rights have yet been
     granted or which have

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     been returned to the Plan upon cancellation or expiration of an Option or
     Stock Purchase Right, as well as the price per share of Common Stock
     covered by each such outstanding Option or Stock Purchase Right, shall be
     proportionately adjusted for any increase or decrease in the number of
     issued shares of Common Stock resulting from a stock split, reverse stock
     split, stock dividend, combination or reclassification of the Common Stock,
     or any other increase or decrease in the number of issued shares of Common
     Stock effected without receipt of consideration by the Company; provided,
     however, that conversion of any convertible securities of the Company shall
     not be deemed to have been "effected without receipt of consideration."
     Such adjustment shall be made by the Board, whose determination in that
     respect shall be final, binding and conclusive. Except as expressly
     provided herein, no issuance by the Company of shares of stock of any
     class, or securities convertible into shares of stock of any class, shall
     affect, and no adjustment by reason thereof shall be made with respect to,
     the number or price of shares of Common Stock subject to an Option or Stock
     Purchase Right.

          (b) Dissolution or Liquidation.  In the event of the proposed
     dissolution or liquidation of the Company, the Administrator shall notify
     each Optionee as soon as practicable prior to the effective date of such
     proposed transaction. The Administrator in its discretion may provide for
     an Optionee to have the right to exercise his or her Option until ten (10)
     days prior to such transaction as to all of the Optioned Stock covered
     thereby, including Shares as to which the Option would not otherwise be
     exercisable. In addition, the Administrator may provide that any Company
     repurchase option applicable to any Shares purchased upon exercise of an
     Option or Stock Purchase Right shall lapse as to all such Shares, provided
     the proposed dissolution or liquidation takes place at the time and in the
     manner contemplated. To the extent it has not been previously exercised, an
     Option or Stock Purchase Right will terminate immediately prior to the
     consummation of such proposed action.

          (c) Merger or Asset Sale.  In the event of a merger of the Company
     with or into another corporation, or the sale of substantially all of the
     assets of the Company, each outstanding Option and Stock Purchase Right
     shall be assumed or an equivalent option or right substituted by the
     successor corporation or a Parent or Subsidiary of the successor
     corporation. In the event that the successor corporation refuses to assume
     or substitute for the Option or Stock Purchase Right, the Optionee shall
     fully vest in and have the right to exercise the Option or Stock Purchase
     Right as to all of the Optioned Stock, including Shares as to which it
     would not otherwise be vested or exercisable. If an Option or Stock
     Purchase Right becomes fully vested and exercisable in lieu of assumption
     or substitution in the event of a merger or sale of assets, the
     Administrator shall notify the Optionee in writing or electronically that
     the Option or Stock Purchase Right shall be fully vested and exercisable
     for a period of fifteen (15) days from the date of such notice, and the
     Option or Stock Purchase Right shall terminate upon the expiration of such
     period. For the purposes of this paragraph, the Option or Stock Purchase
     Right shall be considered assumed if, following the merger or sale of
     assets, the option or right confers the right to purchase or receive, for
     each Share of Optioned Stock subject to the Option or Stock Purchase Right
     immediately prior to the merger or sale of assets, the consideration
     (whether stock, cash, or other securities or property) received in the
     merger or sale of assets by holders of Common Stock for each Share held on
     the effective date of the transaction (and if holders were offered a choice
     of consideration, the type of consideration chosen by the holders of a
     majority of the outstanding Shares); provided, however, that if such
     consideration received in the merger or sale of assets is not solely common
     stock of the successor corporation or its Parent, the Administrator may,
     with the consent of the successor corporation, provide for the
     consideration to be received upon the exercise of the Option or Stock
     Purchase Right, for each Share of Optioned Stock subject to the Option or
     Stock Purchase Right, to be solely common stock of the successor
     corporation or its Parent equal in fair market value to the per share
     consideration received by holders of Common Stock in the merger or sale of
     assets.

     14. Date of Grant.  The date of grant of an Option or Stock Purchase Right
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.

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     15. Amendment and Termination of the Plan.

          (a) Amendment and Termination.  The Board may at any time amend,
     alter, suspend or terminate the Plan.

          (b) Stockholder Approval.  The Company shall obtain stockholder
     approval of any Plan amendment to the extent necessary and desirable to
     comply with Applicable Laws.

          (c) Effect of Amendment or Termination.  No amendment, alteration,
     suspension or termination of the Plan shall impair the rights of any
     Optionee, unless mutually agreed otherwise between the Optionee and the
     Administrator, which agreement must be in writing and signed by the
     Optionee and the Company. Termination of the Plan shall not affect the
     Administrator's ability to exercise the powers granted to it hereunder with
     respect to options granted under the Plan prior to the date of such
     termination.

     16. Conditions Upon Issuance of Shares.

          (a) Legal Compliance.  Shares shall not be issued pursuant to the
     exercise of an Option or Stock Purchase Right unless the exercise of such
     Option or Stock Purchase Right and the issuance and delivery of such Shares
     shall comply with Applicable Laws and shall be further subject to the
     approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations.  As a condition to the exercise of an
     Option or Stock Purchase Right, the Company may require the person
     exercising such Option or Stock Purchase Right to represent and warrant at
     the time of any such exercise that the Shares are being purchased only for
     investment and without any present intention to sell or distribute such
     Shares if, in the opinion of counsel for the Company, such a representation
     is required.

     17. Inability to Obtain Authority.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     18. Reservation of Shares.  The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     19. Stockholder Approval.  Stockholder approval of the Plan shall be
obtained in the manner and to the degree required under Applicable Laws.

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