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                                                                   Exhibit 10.16

                            FIRST COASTAL CORPORATION
             1996 STOCK OPTION AND EQUITY INCENTIVE PLAN, AS AMENDED


     FIRST COASTAL CORPORATION (the "Corporation") sets forth herein the terms
of this 1996 Stock Option and Equity Incentive Plan, as amended (the "Plan") as
follows:



1. PURPOSE

     The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 4 below) with
an opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries, and will encourage
such eligible individuals to remain in the employ or service of the Corporation
or that of one or more of its subsidiaries. To this end, the Plan provides for
the grant of stock options and the issuance of shares of stock as a bonus,
including restricted stock, all as set out herein.

     Each stock option granted under the Plan (an "Option") is intended to be an
"incentive stock option" within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended from time to time, or the corresponding
provision of any subsequently enacted tax statute (the "Code"), except (i) to
the extent that any such Option would exceed the limitations set forth in
Section 7 below; (ii) for Options specifically designated at the time of grant
as not being "incentive stock options" and (iii) for Options granted to
directors of the Corporation who are not officers or other salaried employees of
the Corporation or any of its subsidiaries ("Non-Employee Directors"). Shares of
stock may also be issued to employees pursuant to the Plan as a bonus or in lieu
of a cash bonus and such shares may be subject to vesting and transfer
restrictions, in accordance with the provisions of Section 6 below. Such grants
and awards are referred to collectively as "Incentive Awards." Each Incentive
Award shall be evidenced by a written agreement between the Corporation and the
recipient employee setting out the terms and conditions of the grant (an
"Agreement").


2. ADMINISTRATION

     (a) Board. The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"), which shall have the full power and authority to take
all actions, and to make all determinations required or provided for under the
Plan or any Incentive Award granted or Agreement entered into hereunder and all
such other actions and determinations not inconsistent with the specific terms
and provisions of the Plan deemed by the Board to be necessary or appropriate to
the administration of the Plan or any Incentive Award granted or Agreement
entered into hereunder. All such actions and determinations shall be by the
affirmative vote of a majority of the members of the Board present at a meeting
at which any issue relating to the Plan is properly raised for consideration or
by unanimous consent of the Board executed in writing in accordance with the
Corporation's Certificate of Incorporation and By-Laws, and with applicable law.
The interpretation and construction by the Board of any provision of the Plan or
of any Incentive Award granted or Agreement entered into hereunder shall be
final and conclusive.

     (b) Committee. The Board may from time to time appoint an Incentive
Compensation Committee (the "Committee") consisting of not less than three
members of the Board, none of whom shall be an officer or other salaried
employee of the Corporation or any of its subsidiaries, and each of whom shall
qualify in all respects as an "outside director" for purposes of Treasury
Regulations ss. 1.162-27(e)(3) and, to the extent required to satisfy the
requirements of Rule 16b-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the
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"Exchange Act"), as a "disinterested person". The Board, in its sole discretion,
may provide that the role of the Committee shall be limited to making
recommendations to the Board concerning any determinations to be made and
actions to be taken by the Board pursuant to or with respect to the Plan, or the
Board may delegate to the Committee such powers and authorities related to the
administration of the Plan, as set forth in Section 2(a) above, as the Board
shall determine, consistent with the Certificate of Incorporation and By-Laws of
the Corporation and applicable law. The Board may remove members, add members,
and fill vacancies on the Committee from time to time, all in accordance with
the Corporation's Certificate of Incorporation and By-Laws, and with applicable
law. The majority vote of the Committee, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.

     (c) No Liability. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Incentive Award granted or Agreement entered into hereunder.

     (d) Delegation to the Committee. In the event that the Plan or any
Incentive Award granted or Agreement entered into hereunder provides for any
action to be taken by or determination to be made by the Board, such action may
be taken by or such determination may be made by the Committee if the power and
authority to do so has been delegated to the Committee by the Board as provided
for in Section 2(b) above. Unless otherwise expressly determined by the Board,
any such action or determination by the Committee shall be final and conclusive.

     (e) Action by the Board. Except as indicated below, the Board may act under
the Plan other than by, or in accordance with the recommendations of, the
Committee, constituted as set forth in Section 2(b) above with respect to
Incentive Awards granted to individuals who are subject to Section 16 of the
Exchange Act, only if a majority of the members of the Board are "disinterested
persons" as defined in Rule 16b-3 of the Securities and Exchange Commission
under the Exchange Act. This restriction on the Board's actions under the Plan,
however, shall not apply in the event the restriction ceases to be a requirement
for reliance upon the exemption provided by Rule 16b-3.


3. STOCK

     The stock that may be issued pursuant to Incentive Awards granted under the
Plan shall be shares of Common Stock, par value $1.00 per share, of the
Corporation (the "Stock"), which shares may be treasury shares or authorized but
unissued shares. The number of shares of Stock that may be issued pursuant to
Incentive Awards granted under the Plan shall not exceed in the aggregate
260,000 shares, which number of shares is subject to adjustment as hereinafter
provided in Section 17 below. If any Incentive Award expires, terminates, or is
terminated or forfeited for any reason prior to exercise or vesting in full, the
shares of Stock that were subject to the unexercised or forfeited portion of
such Incentive Award shall be available for future Incentive Awards granted
under the Plan.


4. ELIGIBILITY

     (a) Employees. Incentive Awards may be granted under the Plan to any
full-time employee of the Corporation or any "subsidiary corporation" thereof
within the meaning of Section 424(f) of the Code (a "Subsidiary") (including any
such employee who is an officer or director of the Corporation or any
Subsidiary) as the Board shall determine and designate from time to time prior
to expiration or termination of the Plan. The maximum number of shares of Stock
subject to Options that may be granted under the Plan to any officer or other
employee of the Corporation or any Subsidiary in any calendar year is 30,000
shares (subject to adjustment as provided in Section 17 hereof).


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     (b) Non-Employee Directors. Subject to the availability of shares issued
under Section 3 of the Plan, (i) on the date of the first public offering of the
Corporation's Stock occurring after the effective date (as defined in Section
5(a) below) an Option to purchase up to 1,500 shares of Stock, at the price at
which the Stock is offered to the public in such offering and upon the other
terms and conditions specified in the Plan, shall be granted under the Plan to
each individual who is serving as a Non-Employee Director on that date, except
that such Options shall not be granted if no such offering occurs before
December 31, 1996, (ii) as of each annual meeting of stockholders of the Company
occurring after December 31, 1996 and before January 1, 1999, an Option to
purchase up to 500 shares of Stock, at the price and upon the other terms and
conditions specified in the Plan, shall be granted under the Plan to each
Non-Employee Director who is elected to the Board of Directors of the
Corporation by the stockholders at such meeting or whose term of office
continues after such meeting and (iii) as of each annual meeting of stockholders
of the Corporation occurring after December 31, 1998, an Option to purchase up
to 1,000 shares of Stock, at the price and upon the other terms and conditions
specified in the Plan, shall be granted under the Plan to each Non-Employee
Director who is elected to the Board of Directors of the Corporation by the
stockholders at such meeting or whose term of office continues after such
meeting.


5. EFFECTIVE DATE AND TERM OF THE PLAN

     (a) Effective Date. The Plan shall be effective as of the date of adoption
by the Board, subject to approval of the Plan within one year of such effective
date by a majority of the votes present, either in person or by proxy, and
entitled to vote at a duly held meeting of the stockholders at which a quorum
representing at least one-third of all the outstanding voting stock is present,
either in person or by proxy; provided, however, that upon approval of the Plan
by the stockholders of the Corporation as set forth above, all Incentive Awards
granted under the Plan on or after the effective date shall be fully effective
as if the stockholders of the Corporation had approved the Plan on the effective
date. If the stockholders fail to approve the Plan within one year of such
effective date, any Incentive Awards granted hereunder shall be null and void
and of no effect.

     (b) Term. The Plan shall terminate on the date ten years from  April 2,
1999.


6. GRANT OF INCENTIVE AWARDS

     (a) Options. Subject to the terms and conditions of the Plan, the Board
may, at any time and from time to time, prior to the date of termination of the
Plan, grant to such eligible individuals as the Board may determine
("Optionees"), Options to purchase such number of shares of the Stock on such
terms and conditions as the Board may determine, including any terms or
conditions which may be necessary to qualify such Options as "incentive stock
options" under Section 422 of the Code.

     (b) Bonus and Restricted Stock Awards. Subject to the terms of the Plan,
the Board may, at any time and from time to time, prior to the date of
termination of the Plan, grant to such eligible individuals as the Board may
determine ("Holders"), shares of Stock, subject to the attainment of such
performance objectives, the completion of such service requirements (if any) and
the payment of such amount (if any) as the Board shall determine and specify as
a condition to making such grant. Each such grant shall be effected by the
execution of an Agreement setting out the terms and conditions applicable
thereto and by the issuance of shares of Stock or restricted Stock. Agreements
covering bonus or restricted Stock awards need not contain the same or similar
provisions, provided, that all such Agreements shall comply with the terms of
the Plan. Upon attainment of the specified objectives and requirements (or, to
the extent specified by the Board, partial attainment of such objectives and
requirements), the Holder shall be entitled to shares of Stock specified in the
grant (or the portion of such shares earned by partial attainment of the
objectives and requirements, as applicable) free of restrictions, except that
such shares of Stock shall continue to be subject to the


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restrictions set out in Sections 10(d) and 15. Except as shall otherwise have
been specified in the Agreement at the time of grant or in any duly executed
amendment thereto, the shares of restricted Stock (or appropriate portion
thereof) shall be forfeited and shall again be available for regrant under the
terms of the Plan upon (i) the failure of the Holder to pay the price (if any)
specified for the shares within the time set by the Board at the time of the
grant, (ii) upon the expiration of the specified period for attaining
performance objectives without such objectives having been achieved or (iii)
upon termination of the Holder's employment without the Holder having satisfied
the service requirement specified at the time of grant. The Board may require
that the certificates evidencing the grant of shares of restricted Stock
hereunder be held in escrow until such restrictions have expired. The Board may
also cause a legend to be placed on such certificates making appropriate
reference to the restrictions to which the shares are subject.

     (c) Date of Grant. The date on which the Board approves the grant of an
Incentive Award shall be considered the date on which such Incentive Award is
granted.


7. LIMITATION ON INCENTIVE STOCK OPTIONS

     An Option (other than an Option described in exception (ii) or (iii) of
Section 1) shall constitute an Incentive Stock Option to the extent that the
aggregate fair market value (determined at the time the option is granted) of
the Stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year (under the Plan and all
other plans of the Optionee's employer corporation and its parent and subsidiary
corporations within the meaning of Section 422(d)(1) of the Code) does not
exceed $100,000.


8. OPTION AGREEMENTS

     All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Corporation and by the
Optionee, in such form or forms as the Board shall from time to time determine.
Option Agreements covering Options granted from time to time or at the same time
need not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.


9. OPTION PRICE

     The purchase price of each share of the Stock subject to an Option (the
"Option Price") shall be fixed by the Board and stated in each Option Agreement,
and shall be not less than the greater of par value or one hundred percent of
the fair market value of a share of the Stock on the date the Option is granted
(as determined in good faith by the Board); provided, however, that in the event
the Optionee would otherwise be ineligible to receive an "incentive stock
option" by reason of the provisions of Sections 422(b)(6) and 424(d) of the Code
(relating to stock ownership of more than ten percent), the Option Price of an
Option which is intended to be an "incentive stock option" (within the meaning
of Section 422 of the Code) shall be not less than the greater of par value or
one hundred and ten percent of the fair market value of a share of Stock at the
time such Option is granted. In the event that the Stock is listed on an
established national or regional stock exchange, is admitted to quotation on the
National Association of Securities Dealers Automated Quotation System, or is
publicly traded in an established securities market, in determining the fair
market value of the Stock, the Board shall use the closing price of the Stock on
such exchange or System or in such market (the highest such closing price if
there is more than one such exchange or market) on the trading date immediately
before the Option is granted (or, if there is no such closing price, then the
Board shall use the mean between the highest bid and lowest asked prices or
between the high and low prices on such date), or, if no sale of the Stock has
been made on such day, on the next preceding day on which any such sale shall
have been made.


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10. TERM AND EXERCISE OF OPTIONS

     (a) Term. Each Option granted under the Plan shall terminate and all rights
to purchase shares thereunder shall cease upon the expiration of ten years from
the date such Option is granted, or, with respect to Options granted to persons
other than Non-Employee Directors, on such date prior thereto as may be fixed by
the Board and stated in the Option Agreement relating to such Option; provided,
however, that in the event the Optionee would otherwise be ineligible to receive
an "incentive stock option" by reason of the provisions of Sections 422(b)(6)
and 424(d) of the Code (relating to stock ownership of more than ten percent),
an Option granted to such Optionee which is intended to be an "incentive stock
option" (within the meaning of Section 422 of the Code) shall in no event be
exercisable after the expiration of five years from the date it is granted.

     (b) Option Period and Limitations on Exercise. Each Option granted under
the Plan to persons other than Non-Employee Directors shall be exercisable, in
whole or in part, at any time and from time to time, over a period commencing on
or after the date of grant and ending upon the expiration or termination of the
Option, as the Board shall determine and set forth in the Option Agreement
relating to such Option. Without limiting the foregoing, the Board, subject to
the terms and conditions of the Plan, may in its sole discretion provide that an
Option may not be exercised in whole or in part for any period or periods of
time during which such Option is outstanding; provided, however, that any such
limitation on the exercise of an Option contained in any Option Agreement may be
rescinded, modified or waived by the Board, in its sole discretion, at any time
and from time to time after the date of grant of such Option, so as to
accelerate the time at which the Option may be exercised. Each Option granted to
a Non-Employee Director shall be exercisable, in whole or in part, at any time
and from time to time, over a period commencing on the date of grant and ending
upon the expiration of the Option. Notwithstanding any other provisions of the
Plan, no Option granted to an Optionee under the Plan shall be exercisable in
whole or in part prior to the date the Plan is approved by the stockholders of
the Corporation as provided in Section 5 above.

     (c) Method of Exercise. An Option that is exercisable hereunder may be
exercised by delivery to the Corporation on any business day, at its principal
office, addressed to the attention of the Committee, of written notice of
exercise, which notice shall specify the number of shares with respect to which
the Option is being exercised, and shall be accompanied by payment in full of
the Option Price of the shares for which the Option is being exercised. The
minimum number of shares of Stock with respect to which an Option may be
exercised, in whole or in part, at any time shall be the lesser of 100 shares or
the maximum number of shares available for purchase under the Option at the time
of exercise. Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option shall be made (i) in cash or in cash
equivalents; (ii) through the tender to the Corporation of shares of Stock,
which shares shall be valued, for purposes of determining the extent to which
the Option Price has been paid thereby, at their fair market value (determined
in the manner described in Section 9 above) on the date of exercise; or (iii) by
a combination of the methods described in (i) and (ii). Notwithstanding the
preceding sentence, payment in full of the Option Price need not accompany the
written notice of exercise provided the notice of exercise directs that the
Stock certificate or certificates for the shares for which the Option is
exercised be delivered to a licensed broker acceptable to the Corporation as the
agent for the individual exercising the Option and, at the time such Stock
certificate or certificates are delivered, the broker tenders to the Corporation
cash (or cash equivalents acceptable to the Corporation) equal to the Option
Price for the shares of Stock purchased pursuant to the exercise of the Option
plus the amount (if any) of federal and/or other taxes which the Corporation
may, in its judgment, be required to withhold with respect to the exercise of
the Option. An attempt to exercise any Option granted hereunder other than as
set forth above shall be invalid and of no force and effect. Promptly after the
exercise of an Option and the payment in full of the Option Price of the shares
of Stock covered thereby, the individual exercising the Option shall be entitled
to the issuance of a Stock certificate or certificates evidencing his ownership
of such shares. A separate Stock certificate or certificates shall be issued for
any shares purchased pursuant to the exercise of an Option which is an
"incentive stock option" (within the meaning of Section 422 of the



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Code) ("Incentive Stock Option"), which certificate or certificates shall not
include any shares which were purchased pursuant to the exercise of an Option
which is not an Incentive Stock Option. An individual holding or exercising an
Option shall have none of the rights of a stockholder until the shares of Stock
covered thereby are fully paid and issued to him and, except as provided in
Section 17 below, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.

     (d) Restrictions on Transfer of Stock and Rights of Corporation to
Repurchase Shares. If an Option is exercised before the date that is six months
from the later of (i) the date of grant of the Option or (ii) the date of
stockholder approval of the Plan and the individual exercising the Option is a
reporting person under Section 16(a) of the Exchange Act, then such certificate
or certificates shall bear a legend, if necessary to qualify for an exemption
under Rule 16b-3 under the Exchange Act, restricting the transfer of the Stock
covered thereby until the expiration of six months from the later of the date
specified in clause (i) above or the date specified in clause (ii) above. The
Board may provide in the Agreement relating to an Incentive Award granted to an
employee or in a separate instrument for (a) restrictions and limitations on the
transferability of the shares of Stock issued or to be acquired upon exercise of
an Option granted as a part of such Incentive Award, (b) an agreement between
the Optionee and the Corporation for the sale of such shares by the Optionee and
their purchase by the Corporation upon the happening of such events, and at such
price and under such other terms and conditions as the Board shall determine and
(c) such other restrictions or limitations on such shares as it may deem
advisable, including restrictions pursuant to Section 15 hereof. All share
certificates issued to evidence shares of Stock issued hereunder (including
shares issued as a result of the exercise of an Option) shall bear such legends
and statements as the Board shall deem appropriate or advisable to reflect any
such restrictions, limitations or agreements.


11. TRANSFERABILITY OF OPTIONS

     During the lifetime of an Optionee to whom an Option is granted, only such
Optionee (or, in the event of legal incapacity or incompetency, the Optionee's
guardian or conservator, committee or other legal representative) may exercise
the Option, except that such restriction shall apply in the case of an Option
that is not an Incentive Stock Option only if such restriction is required to
satisfy the requirements of Rule 16b-3 under the Exchange Act. No Incentive
Stock Option shall be assignable or transferable by the Optionee to whom it is
granted, other than by will or the laws of descent and distribution.


12. TERMINATION OF EMPLOYMENT OR SERVICE

     (a) Employees. Upon the termination of the employment of an Optionee with
the Corporation or a Subsidiary, other than by reason of the death or "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of
such Optionee, any Option granted to an Optionee pursuant to the Plan shall
terminate three months after the date of such termination of employment, unless
earlier terminated pursuant to Section 10(a) above, and such Optionee shall have
no further right to purchase shares of Stock pursuant to such Option; provided,
however, that the Board may provide, by inclusion of appropriate language in any
Option Agreement, that an Optionee may (subject to the general limitations on
exercise set forth in Section 10(b)), in the event of termination of employment
of the Optionee with the Corporation or a Subsidiary, exercise an Option, in
whole or in part, at any time after such termination of employment and before
termination of the Option as provided in Section 10(a) above, either subject to
or without regard to any installment limitation on exercise imposed pursuant to
Section 10(b) above. Upon the termination of the employment of a Holder with the
Corporation or a Subsidiary, other than by reason of the death or "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) of such
Holder, any shares of restricted Stock that have not become vested shall be
forfeited. Whether a leave of absence or leave on military or government service
shall constitute a termination of employment for


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purposes of the Plan shall be determined by the Board, which determination shall
be final and conclusive. For purposes of the Plan, a termination of employment
with the Corporation or a Subsidiary shall not be deemed to occur if the
Optionee or Holder is immediately thereafter employed with the Corporation or
any Subsidiary.

     (b) Non-Employee Directors. Any Option granted to a Non-Employee Director
shall not terminate until the expiration of the ten-year term of the Option
regardless of whether the Non-Employee Director continues to serve as a director
of the Corporation or any subsidiary of the Corporation, as applicable.


13. RIGHTS IN THE EVENT OF DEATH OR DISABILITY

     (a) Death of an Employee. If the Optionee dies while employed by the
Corporation or a Subsidiary or after termination of employment and during the
period in which an Option may be exercised hereunder, except as otherwise is
provided in the Option Agreement relating to such Option, the executors or
administrators or legatees or distributees of such Optionee's estate shall have
the right (subject to the general limitations on exercise set forth in Section
10(b) above), at any time within one year after the date of the Optionee's death
and prior to termination of the Option as provided in Section 10(a) above, to
exercise any Option held by such Optionee at the date of such Optionee's death,
whether or not such Option was exercisable immediately prior to such Optionee's
death; provided, however, that the Board may provide, by inclusion of
appropriate language in any Option Agreement, that in the event of the death of
the Optionee, the holder of an Option may (subject to the general limitations on
exercise set forth in Section 10(b)), exercise an Option, in whole or in part,
at any time after the Optionee's death and before termination of the Option as
provided in Section 10(a) above, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 10(b) above. The
extent to which shares of restricted Stock shall become vested as a result of
the Holder's death while employed by the Corporation or a Subsidiary shall be
specified in the Agreement with respect to such Incentive Award.

     (b) Disability of an Employee. If the Optionee terminates employment with
the Corporation or a Subsidiary by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, then such Optionee shall have the right (subject to the general
limitations on exercise set forth in Section 10(b) above), at any time within
one year after such termination of employment and prior to termination of the
Option as provided in Section 10(a) above, to exercise, in whole or in part, any
Option held by such Optionee at the date of such termination of employment,
whether or not such Option was exercisable immediately prior to such termination
of employment; provided, however, that the Board may provide, by inclusion of
appropriate language in the Option Agreement, that the Optionee may (subject to
the general limitations on exercise set forth in Section 10(b) above), in the
event of the termination of employment of the Optionee with the Corporation or a
Subsidiary by reason of the "permanent and total disability" (within the meaning
of Section 22(e)(3) of the Code) of such Optionee, exercise an Option, in whole
or in part, at any time after such termination of employment and before
termination of the Option as provided in Section 10(a) above, either subject to
or without regard to any installment limitation on exercise imposed pursuant to
Section 10(b) above. Whether a termination of employment is to be considered by
reason of "permanent and total disability" for purposes of this Plan shall be
determined by the Board, which determination shall be final and conclusive. The
extent to which shares of restricted Stock shall become vested as a result of
the Holder's disability while employed by the Corporation or a Subsidiary shall
be specified in the Agreement with respect to such Incentive Award.

     (c) Death or Disability of a Non-Employee Director. Any Option granted to a
Non-Employee Director shall continue to be exercisable following the death or
disability of the Non-Employee Director until the expiration of the Option under
Section 10(a) above.


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14. USE OF PROCEEDS

     The proceeds received by the Corporation from the sale of Stock pursuant to
Incentive Awards granted under the Plan shall constitute general funds of the
Corporation.


15. REQUIREMENTS OF LAW

     (a) Violations of Law. The Corporation shall not be required to sell or
issue any shares of Stock under any Incentive Award if the sale or issuance of
such shares would constitute a violation by the individual receiving such shares
or exercising an Option or by the Corporation of any provisions of any law or
regulation of any governmental authority, including without limitation any
federal or state securities laws or regulations. Specifically in connection with
the Securities Act of 1933 (as now in effect or as hereafter amended), upon
exercise of any Option, unless a registration statement under such Act is in
effect with respect to the shares of Stock covered by such Option, the
Corporation shall not be required to sell or issue such shares unless the Board
has received evidence satisfactory to it that the holder of such Option may
acquire such shares pursuant to an exemption from registration under such Act.
Any determination in this connection by the Board shall be final, binding, and
conclusive. The Corporation may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended). The Corporation shall not be obligated to take
any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable unless and until the shares
of Stock covered by such Option are registered or are subject to an available
exemption from registration, the exercise of such Option (under circumstances in
which the laws of such jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an exemption.

     (b) Compliance with Rule 16b-3. The Plan is intended to comply with Rule
16b-3 or its successor under the Exchange Act. With respect to persons subject
to Section 16 of the Exchange Act, any provision of the Plan or action of the
Plan administrators that is inconsistent with such Rule shall be deemed null and
void to the extent permitted by law and deemed advisable by the Plan
administrators.


16. AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Incentive Awards have
not been granted; provided, however, that no amendment by the Board shall,
without approval by a majority of the votes present, either in person or by
proxy, and entitled to vote at a duly held meeting of stockholders at which a
quorum representing at least one-third of all the outstanding voting stock of
the Corporation is present, either in person or by proxy, (a) change the
requirements as to eligibility to receive Incentive Awards; (b) increase the
maximum number of shares of Stock in the aggregate that may be issued pursuant
to Incentive Awards granted under the Plan (except as permitted under Section 17
hereof); or (c) materially increase the benefits accruing to eligible
individuals under the Plan. Except as permitted under Section 17 hereof, no
amendment, suspension or termination of the Plan shall, without the consent of
the holder of the Incentive Award, alter or impair rights or obligations under
any Incentive Award theretofore granted under the Plan.


17. EFFECT OF CHANGES IN CAPITALIZATION

     (a) Changes in Stock. If the outstanding shares of Stock are increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the


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Corporation by reason of any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Corporation, occurring after the
effective date of the Plan, the number and kinds of shares for the issuance of
which Incentive Awards may be granted under the Plan shall be adjusted
proportionately and appropriately by the Corporation. In addition, the number
and kind of shares for which Options are outstanding shall be adjusted
proportionately and appropriately so that the proportionate interest of the
holder of the Option immediately following such event shall, to the extent
practicable, be the same as immediately prior to such event. Any such adjustment
in outstanding Options shall not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the Option outstanding
but shall include a corresponding proportionate adjustment in the Option Price
per share.

     (b) Reorganization in Which the Corporation Is the Surviving Corporation.
Subject to Subsection (c) hereof, if the Corporation shall be the surviving
corporation in any reorganization, merger, or consolidation of the Corporation
with one or more other corporations, any Option theretofore granted pursuant to
the Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option would have been entitled
immediately following such reorganization, merger, or consolidation, with a
corresponding proportionate adjustment of the Option Price per share so that the
aggregate Option Price thereafter shall be the same as the aggregate Option
Price of the shares remaining subject to the Option immediately prior to such
reorganization, merger, or consolidation.

     (c) Reorganization in Which the Corporation Is Not the Surviving
Corporation or Sale of Assets or Stock. Upon the dissolution or liquidation of
the Corporation, or upon a merger, consolidation or reorganization of the
Corporation with one or more other corporations in which the Corporation is not
the surviving corporation, or upon a sale of all or substantially all of the
assets of the Corporation to another corporation, or upon any transaction
(including, without limitation, a merger or reorganization in which the
Corporation is the surviving corporation) approved by the Board which results in
any person or entity owning eighty percent or more of the combined voting power
of all classes of stock of the Corporation, the Plan and all Options outstanding
hereunder shall terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan and/or the
assumption of the Options theretofore granted, or for the substitution for such
Options of new options covering the stock of a successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the terms so
provided. Except as otherwise provided in the Option Agreement with respect to
an Option granted other than to a Non-Employee Director, in the event of any
such termination of the Plan, each individual holding an Option shall have the
right (subject to the general limitations on exercise set forth in Section 10(b)
above), immediately prior to the occurrence of such termination and during such
period occurring prior to such termination as the Board in its sole discretion
shall determine and designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at the time such
termination occurs and without regard to any installment limitation on exercise
imposed pursuant to Section 10(b) above. The Board shall send written notice of
an event that will result in such a termination to all individuals who hold
Options not later than the time at which the Corporation gives notice thereof to
its stockholders.

     (d) Adjustments. Adjustments under this Section 17 related to Stock or
securities of the Corporation shall be made by the Board, whose determination in
that respect shall be final, binding, and conclusive. No fractional shares of
Stock or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or unit.

     (e) No Limitations on Corporation. The grant of an Incentive Award pursuant
to the Plan shall not affect or limit in any way the right or power of the
Corporation to make


                                      -9-
<PAGE>

adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.


18. DISCLAIMER OF RIGHTS

     No provision in the Plan or in any Incentive Award granted or Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ or service of the Corporation or
any Subsidiary, or to interfere in any way with the right and authority of the
Corporation or any Subsidiary either to increase or decrease the compensation of
any individual at any time, or to terminate any employment or other relationship
between any individual and the Corporation or any Subsidiary.


19. NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.


                                      * * *


                                      -10-
<PAGE>

     This Plan was duly adopted and approved by the Board of Directors of the
Corporation by resolution at a meeting held on May 2, 1996 and was duly approved
by the stockholders of the Corporation at a meeting held on June 11, 1996. This
Plan was amended pursuant to certain amendments duly adopted and approved by the
Board of Directors of the Corporation by resolution at a meeting held on April
2, 1999 and which amendments were duly approved by the stockholders of the
Corporation at a meeting held on May 18, 1999.


                                          /s/ Patricia Briand
                                          ----------------------------
                                          Secretary of the Corporation



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