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Exhibit 10.16

           TECHTEAM GLOBAL, INC. 2004 INCENTIVE STOCK AND AWARDS PLAN

     1.   Purpose

          (a)  The TechTeam Global, Inc. 2004 Incentive Stock and Awards Plan
               has two complementary purposes: (i) to attract and retain
               outstanding individuals to serve as officers, employees,
               consultants, and advisors and (ii) to increase shareholder value.
               The Plan will provide participants' incentives to increase
               shareholder value by offering the opportunity to acquire shares
               of the Company's common stock, receive monetary payments based on
               the value of such common stock, or receive other incentive
               compensation, on the potentially favorable terms that this Plan
               provides.

          (b)  History. Prior to the effective date of this Plan, the Company
               had in effect the 1990 Non-Qualified Stock Option Plan. Upon
               shareholder approval of this Plan, no new awards will be granted
               under the prior plan.

     2.   Definitions

          Capitalized terms used in this Plan have the following meanings:

          (a)  "Affiliate" means any corporation, partnership, joint venture, or
               other entity during any period in which the Company owns,
               directly or indirectly, at least twenty percent (20%) of the
               equity, voting or profits interest, and any other business
               venture that the Committee designates in which the Company has a
               significant interest, as the Committee determines in its
               discretion.

          (b)  "Award" means grants of Options, Performance Shares or Restricted
               Stock under this Plan.

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

          (d)  "Change of Control" means the occurrence of any one of the
               following events:

               (i)  The sale of all then outstanding shares of common stock of
                    the Company or 51% of the then outstanding voting securities
                    of the Company entitled to vote generally in the election of
                    the directors (the "Outstanding Company Voting Securities");
                    or

               (ii) The consummation of the sale or other disposition of all or
                    substantially all of the assets or operations of the
                    Company.

               Notwithstanding the foregoing, no "Change of Control" shall be
               deemed to have occurred if there is consummated any transaction
               or series of integrated transactions immediately following which
               the record holders of the common stock of the Company immediately
               prior to such transaction or series of transactions continue to
               have substantially the same proportionate ownership in an entity
               which owns all or substantially all of the assets of the Company
               immediately following such transaction or series of transactions.

          (e)  "Change of Control Price" means the highest of the following: (i)
               the Fair Market Value of the Shares, as determined on the date of
               the Change of Control; (ii) the highest price per Share paid in
               the Change of Control transaction; or (iii) the Fair Market Value
               of the Shares, calculated on the date of surrender of the
               relevant Award in accordance with Section 13(c), but this clause
               (iv) shall not apply if in the Change of Control transaction, or
               pursuant to an agreement to which the Company is a party
               governing the Change of Control transaction, all of the Shares
               are purchased for and/or converted into the right to receive a
               current payment of cash and no other securities or other
               property.

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          (f)  "Code" means the Internal Revenue Code of 1986, as amended. Any
               reference to a specific provision of the Code includes any
               successor provision and the regulations promulgated under such
               provision.

          (g)  "Committee" means the Compensation Committee of the Board (or
               such successor committee with the same or similar authority),
               which must be composed solely of at least two Directors, each of
               whom must qualify as an "outside director" within the meaning of
               Code Section 162(m) and as a "non-employee director" within the
               meaning of Rule 16b-3.

          (h)  "Common Stock" means the common stock of the Company.

          (i)  "Company" means TechTeam Global, Inc., a Delaware corporation, or
               any successor thereto.

          (j)  "Effective Date" means the date the Company's shareholders
               approve this Plan.

          (k)  "Exchange Act" means the Securities Exchange Act of 1934, as
               amended. Any reference to a specific provision of the Exchange
               Act includes any successor provision and the regulations and
               rules promulgated under such provision.

          (l)  "Fair Market Value" means, per Share on a particular date, the
               last sales price on such date on the national securities exchange
               on which the common stock is then traded, as reported in The Wall
               Street Journal, or if no sales of common stock occur on the date
               in question, on the last preceding date on which there was a sale
               on such exchange. If the Shares are not listed on a national
               securities exchange, but are traded in an over-the-counter
               market, the last sales price (or, if there is no last sales price
               reported, the average of the closing bid and asked prices) for
               the Shares on the particular date, or on the last preceding date
               on which there was a sale of Shares on that market, will be used.
               If the Shares are neither listed on a national securities
               exchange nor traded in an over-the-counter market, the price
               determined by the Committee, in its discretion, will be used.

          (m)  "Option" means the right to purchase Shares at a stated price.
               "Options" may either be "incentive stock options" which meet the
               requirements of Code Section 422, or "nonqualified stock options"
               which do not meet the requirements of Code Section 422.

          (n)  "Participant" means an officer or other employee of the Company
               or its Affiliates, or an individual that the Company or an
               Affiliate has engaged to become an officer or employee, or a
               consultant or advisor who provides services to the Company or its
               Affiliates, who the Committee designates to receive an Award
               under this Plan.

          (o)  "Performance Goals" means any goals the Committee establishes
               that relate to one or more of the following with respect to the
               Company or any one or more Subsidiaries or other business units:
               revenue; cash flow; net cash provided by operating activities;
               net cash provided by operating activities less net cash used in
               investing activities; cost of goods sold; ratio of debt to debt
               plus equity; profit before tax; gross profit; net profit; net
               sales; earnings before interest and taxes; earnings before
               interest, taxes, depreciation and amortization; Fair Market Value
               of Shares; basic earnings per share; diluted earnings per share;
               return on shareholder equity; average accounts receivable
               (calculated by taking the average of accounts receivable at the
               end of each month); return on average total capital employed;
               return on net assets employed before interest and taxes; economic
               value added; return on year-end equity; and/or in the case of
               Awards that the Committee determines will not be considered
               "performance-based compensation" under Code Section 162(m), such
               other goals as the Committee may establish in its discretion.

          (p)  "Performance Shares" means the right to receive Shares to the
               extent the Company or Participant achieves certain goals that the
               Committee establishes over a period of time the Committee
               designates consisting of one or more full fiscal years of the
               Company.

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          (q)  "Plan" means this TechTeam Global, Inc. 2004 Incentive Stock and
               Awards Plan, as amended from time to time.

          (r)  "Restricted Stock" means Shares that are subject to a risk of
               forfeiture and/or restrictions on transfer, which may lapse upon
               the achievement or partial achievement of Performance Goals
               during the period specified by the Committee and/or upon the
               completion of a period of service, as determined by the
               Committee.

          (s)  "Section 16 Participants" means Participants who are subject to
               the provisions of Section 16 of the Exchange Act.

          (t)  "Share" means a share of common stock.

          (u)  "Subsidiary" means any corporation in an unbroken chain of
               corporations beginning with the Company if each of the
               corporations (other than the last corporation in the chain) owns
               stock possessing more than fifty percent (50%) of the total
               combined voting power of all classes of stock in one of the other
               corporations in the chain.

     3.   Administration

          (a)  Committee Administration. The Committee has full authority to
               administer this Plan, including the authority to (i) interpret
               the provisions of this Plan, (ii) prescribe, amend, and rescind
               rules and regulations relating to this Plan, (iii) correct any
               defect, supply any omission, or reconcile any inconsistency in
               any Award or agreement covering an Award in the manner and to the
               extent it deems desirable to carry this Plan into effect, and
               (iv) make all other determinations necessary or advisable for the
               administration of this Plan. A majority of the members of the
               Committee will constitute a quorum, and a majority of the
               Committee's members must make all determinations of the
               Committee. The Committee may make any determination under this
               Plan without notice or meeting of the Committee by a writing that
               a majority of the Committee members have signed. All Committee
               determinations are final and binding.

          (b)  Delegation to Other Committees or Officers. To the extent
               applicable law permits, the Board may delegate to another
               committee of the Board or to one or more officers of the Company
               any or all of the authority and responsibility of the Committee.
               However, no such delegation is permitted with respect to Awards
               made to individuals who are Section 16 Participants at the time
               any such delegated authority or responsibility is exercised. The
               Board also may delegate to another committee of the Board
               consisting entirely of non-employee directors any or all of the
               authority and responsibility of the Committee with respect to
               individuals who are Section 16 Participants. If the Board has
               made such a delegation, then all references to the Committee in
               this Plan include such other committee or one or more officers to
               the extent of such delegation.

          (c)  No Liability. No member of the Committee, and no officer to whom
               a delegation under subsection (b) has been made, will be liable
               for any act done, or determination made, by the individual in
               good faith with respect to the Plan or any Award. The Company
               will indemnify and hold harmless such individual to the maximum
               extent that the law and the Company's bylaws permit.

     4.   Eligibility

The Committee may designate from time to time the Participants to receive Awards
under this Plan. The Committee's designation of a Participant in any year will
not require the Committee to designate such person to receive an Award in any
other year.

     5.   Discretionary Grants of Awards

Subject to the terms of this Plan, the Committee has full power and authority to
(a) determine the type or types of Awards to be granted to each Participant; (b)
determine the number of Shares with respect to which an

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Award is granted to a Participant; and (c) determine any terms and conditions of
any Award granted to a Participant. Awards under this Plan may be granted either
alone or in addition to, in tandem with, or in substitution for any other Award
(or any other award granted under another plan of the Company or any Affiliate).

     6.   Shares Reserved under this Plan

          (a)  Plan Reserve. An aggregate of 1,200,000 Shares are reserved for
               issuance under this Plan. These Shares represent the 1,000,000
               Shares that were authorized for issuance under the 1990
               Non-Qualified Stock Option Plan, but that are not the subject of
               any awards outstanding under such plan as of the Effective Date,
               and an additional 200,000 shares. Not more than 1,000,000 of the
               reserved Shares may be issued pursuant to incentive stock
               options. The number of Shares reserved for issuance under this
               Plan shall be reduced only by the number of Shares delivered in
               payment or settlement of Awards. The limitations of this
               subsection are subject to adjustments as provided in Section 12.

          (b)  Replenishment of Shares Under this Plan. If an Award lapses,
               expires, terminates, or is cancelled without the issuance of
               Shares or payment of cash under the Award, then the Shares
               subject to or reserved for in respect of such Award, or the
               Shares to which such Award relates, may again be used for new
               Awards under this Plan as determined under subsection (a),
               including issuance as Restricted Stock or pursuant to incentive
               stock options. If Shares are issued under any Award and the
               Company subsequently reacquires them pursuant to rights reserved
               upon the issuance of the Shares, or if Shares are delivered to
               (or withheld by) the Company in payment of the exercise price or
               withholding taxes of an Award, then such Shares may be used for
               new Awards under this Plan as determined under subsection (a),
               including issuance as Restricted Stock, but such shares may not
               be issued pursuant to incentive stock options.

          (c)  Participant Limitations. Subject to adjustment as provided in
               Section 12, no Participant may be granted Awards under this Plan
               that could result in such Participant (i) receiving in any single
               fiscal year of the Company Options for more than 150,000 Shares,
               (ii) receiving Awards of Restricted Stock in any single fiscal
               year of the Company relating to more than 25,000 Shares, and
               (iii) receiving Performance Shares in any single fiscal year of
               the Company relating to more than 25,000 Shares. In all cases,
               determinations under this Section 6 should be made in a manner
               that is consistent with the exemption for performance-based
               compensation that Code Section 162(m) provides.

     7.   Options

          (a)  Eligibility. The Committee may grant Options to any Participant
               it selects. The Committee must specify whether the Option is an
               incentive stock option or a nonqualified stock option, but only
               employees of the Company or a Subsidiary may receive grants of
               incentive stock options.

          (b)  Exercise Price. The Committee will establish the exercise price
               for an Option, which may not be less than the Fair Market Value
               of the Shares subject to the Option as determined on the date of
               grant.

          (c)  Terms and Conditions of Options. An option will be exercisable at
               such times and subject to such conditions as the Committee
               specifies, except that the Option must terminate no later than 10
               years after the date of grant. In all other respects, the terms
               of any incentive stock option should comply with the provisions
               of Code section 422 except to the extent the Committee determines
               otherwise.

     8.   Performance and Stock Awards

          (a)  Eligibility for Performance and Stock Awards. The Committee may
               grant awards of Restricted Stock or Performance Shares to
               Participants the Committee selects.

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          (b)  Terms and Conditions. Each award of Restricted Stock or
               Performance Shares may be subject to such terms and conditions as
               the Committee determines appropriate, including, without
               limitation, a condition that one or more Performance Goals be
               achieved for the Participant to realize all or a portion of the
               benefit provided under the Award. However, an award of Restricted
               Stock must have a restriction period of at least one year.
               Notwithstanding the foregoing, the Committee may provide that the
               restrictions imposed on Restricted Stock are accelerated, and
               that all or a portion of the Performance Goals subject to an
               Award are deemed achieved, upon a Participant's death,
               disability, or retirement.

     9.   Transferability

          Each Award granted under this Plan is not transferable other than by
          will or the laws of descent and distribution, except that a
          Participant may, to the extent the Committee allows and in a manner
          the Committee specifies: (a) designate in writing a beneficiary to
          exercise the Award after the Participant's death; or (b) transfer any
          award.

     10.  Termination and Amendment of Plan; Amendment, Modification, or
          Cancellation of Awards

          (a)  Term. Subject to the right of the Board to terminate the Plan
               pursuant to Section 10(b), the Plan shall remain in effect until
               all Shares subject to it shall have been purchased or acquired
               according to the Plan's provisions; provided that no incentive
               stock option may be issued under the Plan after the tenth (10th)
               anniversary of the Plan's effective date.

          (b)  Termination and Amendment. The Board may amend, alter, suspend,
               discontinue, or terminate this Plan at any time, subject to the
               following limitations:

               (i)  Shareholders must approve any amendment of this Plan if
                    required by law or stock exchange rules, including but not
                    limited to: (A) the rules and/or regulations promulgated
                    under Section 16 of the Exchange Act, (B) the Code or any
                    rules promulgated thereunder, or (C) the listing
                    requirements of the Nasdaq, New York Stock Exchange or any
                    principal securities exchange or market on which the Shares
                    are then traded; and

               (ii) Shareholders must approve any of the following Plan
                    amendments: (A) an amendment to materially increase any
                    number of Shares specified in Section 6(a) or 6(c) (except
                    as permitted by Section 12) or (B) an amendment to shorten
                    the restriction periods specified in Section 8(b); or (C) an
                    amendment pursuant to the provisions of Section 10(e).

          (c)  Amendment, Modification, or Cancellation of Awards. Except as
               provided in subsection (e) and subject to the requirements of
               this Plan, the Committee may modify or amend any Award or waive
               any restrictions or conditions applicable to any Award or the
               exercise of the Award, and the terms and conditions applicable to
               any Awards may at any time be amended, modified or canceled by
               mutual agreement between the Committee and the Participant or any
               other persons as may then have an interest in the Agreement, so
               long as any amendment or modification does not increase the
               number of Shares issuable under this Plan (except as permitted by
               Section 12), but the Committee need not obtain Participant (or
               other interested party) consent for the cancellation of an Award
               pursuant to the provisions of Section 12.

          (d)  Survival of Committee Authority and Awards. Notwithstanding the
               foregoing, the authority of the Committee to administer this Plan
               and modify or amend an Award may extend beyond the date of this
               Plan's termination. In addition, termination of this Plan will
               not affect the rights of Participants with respect to Awards
               previously granted to them, and all unexpired Awards will
               continue in force and effect after termination of this Plan
               except as they may lapse or be terminated by their own terms and
               conditions.

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          (e)  Repricing Prohibited. Notwithstanding anything in this Plan to
               the contrary, and except for the adjustments provided in Section
               12, neither the Committee nor any other person may decrease the
               exercise price for any outstanding Option granted under this Plan
               after the date of grant nor allow a Participant to surrender an
               outstanding Option granted under this Plan to the Company as
               consideration for the grant of a new Option with a lower exercise
               price.

          (f)  Foreign Participation. To assure the viability of Awards granted
               to Participants employed in foreign countries, the Committee may
               provide for such special terms, as it may consider necessary or
               appropriate to accommodate differences in local law, tax policy,
               or custom. Moreover, the Committee may approve such supplements
               to, or amendments, restatements, or alternative versions of this
               Plan as it determines is necessary or appropriate for such
               purposes. Any such amendment, restatement or alternative versions
               that the Committee approves for purposes of using this Plan in a
               foreign country will not affect the terms of this Plan for any
               other country.

     11.  Taxes

          The Company is entitled to withhold the amount of any tax attributable
          to any amount payable or Shares deliverable under this Plan after
          giving the person entitled to receive such amount or Shares notice as
          far in advance as practicable, and the Company may defer making
          payment or delivery if any such tax may be pending unless and until
          indemnified to its satisfaction. The Committee may permit a
          Participant to pay all or a portion of the federal, state and local
          withholding taxes arising in connection with (a) the exercise of a
          nonqualified stock option, (b) a disqualifying disposition of Shares
          received upon the exercise of an incentive stock option, or (c) the
          lapse of restrictions on Restricted Stock, by electing to (i) have the
          Company withhold Shares otherwise issuable under the Award, (ii)
          tender back Shares received in connection with such Award, or (iii)
          deliver other previously owned Shares, in each case having a Fair
          Market Value equal to the amount to be withheld. However, the amount
          to be withheld may not exceed the total minimum federal, state and
          local tax withholding obligations associated with the transaction. The
          election must be made on or before the date as of which the amount of
          tax to be withheld is determined and otherwise, as the Committee
          requires. The Fair Market Value of fractional Shares remaining after
          payment of the withholding taxes may be paid to the Participant in
          cash.

     12.  Adjustment Provisions; Change of Control

          (a)  Adjustment of Shares. If the Committee determines that any
               dividend or other distribution (whether in the form of cash,
               Shares, other securities, or other property), recapitalization,
               stock split, reverse stock split, reorganization, merger,
               consolidation, split-up, spin-off, combination, repurchase, or
               exchange of Shares or other securities of the Company, issuance
               of warrants or other rights to purchase Shares or other
               securities of the Company, or other similar corporate transaction
               or event affects the Shares such that the Committee determines an
               adjustment to be appropriate to prevent dilution or enlargement
               of the benefits or potential benefits intended to be made
               available under this Plan, then, subject to Participants' rights
               under subsection (c), the Committee may, in such manner as it may
               deem equitable, adjust any or all of (i) the number and type of
               Shares subject to this Plan (including the number and type of
               Shares that may be granted as Restricted Stock or issued pursuant
               to incentive stock options, or that may be granted to a
               Participant in any fiscal year, and which may after the event be
               made the subject of Awards under this Plan, (ii) the number and
               type of Shares subject to outstanding Awards, and (iii) the
               grant, purchase, or exercise price with respect to any Award. In
               any such case, the Committee may also make provision for a cash
               payment in an amount determined by the Committee to the holder of
               an outstanding Award in exchange for the cancellation of all or a
               portion of the Award (without the consent of the holder of an
               Award) effective at such time as the Committee specifies (which
               may be the time such transaction or event is effective), but if
               such transaction or event constitutes a Change of Control, then
               (A) such payment shall be at least as favorable to the holder as
               the greatest amount the holder could have received in respect of
               such Award under subsection (c) and (B) from and after the Change
               of Control, the Committee may make such a provision only if the

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               Committee determines that doing so is necessary to substitute,
               for each Share then subject to an Award, the number and kind of
               shares of stock, other securities, cash or other property to
               which holders of common stock are or will be entitled in respect
               of each Share pursuant to the transaction or event in accordance
               with the last sentence of this subsection (a). However, in each
               case, with respect to Awards of incentive stock options, no such
               adjustment may be authorized to the extent that such authority
               would cause this Plan to violate Code section 422(b). Further,
               the number of Shares subject to any Award payable or denominated
               in Shares must always be a whole number. Without limitation,
               subject to Participants' rights under subsection (c), in the
               event of any reorganization, merger, consolidation, combination,
               or other similar corporate transaction or event, whether or not
               constituting a Change of Control, other than any such transaction
               in which the Company is the continuing corporation and in which
               the outstanding common stock is not being converted into or
               exchanged for different securities, cash or other property, or
               any combination thereof, the Committee may substitute, on an
               equitable basis as the Committee determines, for each Share then
               subject to an Award, the number and kind of shares of stock,
               other securities, cash or other property to which holders of
               common stock are or will be entitled in respect of each Share
               pursuant to the transaction.

          (b)  Issuance or Assumption. Notwithstanding any other provision of
               this Plan, and without affecting the number of Shares otherwise
               reserved or available under this Plan, in connection with any
               merger, consolidation, acquisition of property or stock, or
               reorganization, the Committee may authorize the issuance or
               assumption of awards upon such terms and conditions as it may
               deem appropriate.

          (c)  Change of Control. Except to the extent the Committee provides a
               result more favorable to holders of Awards, in the event of a
               Change of Control:

               (i)  each holder of an Option (A) shall have the right at any
                    time thereafter to exercise the Option in full whether or
                    not the Option was theretofore exercisable; and (B) shall
                    have the right, exercisable by written notice to the Company
                    within 60 days after the Change of Control, to receive, in
                    exchange for the surrender of the Option, an amount of cash
                    equal to the excess of the Change of Control Price of the
                    Shares covered by the Option that is so surrendered over the
                    purchase or grant price of such Shares under the Award;

               (ii) Restricted Stock that is not then vested shall vest upon the
                    date of the Change of Control and each holder of such
                    Restricted Stock shall have the right, exercisable by
                    written notice to the Company within 60 days after the
                    Change of Control, to receive, in exchange for the surrender
                    of such Restricted Stock, an amount of cash equal to the
                    Change of Control Price of such Restricted Stock;

               (iii) each holder of a Performance Share for which the
                    performance period has not expired shall have the right,
                    exercisable by written notice to the Company within 60 days
                    after the Change of Control, to receive, in exchange for the
                    surrender of the Performance Share, an amount of cash equal
                    to the product of the value of the Performance Share and a
                    fraction the numerator of which is the number of whole
                    months which have elapsed from the beginning of the
                    performance period to the date of the Change of Control and
                    the denominator of which is the number of whole months in
                    the performance period;

               (iv) each holder of a Performance Share that has been earned but
                    not yet paid shall receive an amount of cash equal to the
                    value of the Performance Share.

               For purposes of this Section 12, the "value" of a Performance
               Share shall be based on the Change of Control Price.

     13.  Miscellaneous

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          (a)  Other Terms and Conditions. The grant of any Award under this
               Plan may also be subject to other provisions (whether or not
               applicable to the Award awarded to any other Participant) as the
               Committee determines appropriate, including, without limitation,
               provisions for:

               (i)  the payment of the purchase price of Options by delivery of
                    cash or other Shares or other securities of the Company
                    (including by attestation) having a then Fair Market Value
                    equal to the purchase price of such Shares, or by delivery
                    (including by fax) to the Company or its designated agent,
                    of an executed irrevocable option exercise form together
                    with irrevocable instructions to a broker-dealer to sell or
                    margin a sufficient portion of the Shares and deliver the
                    sale or margin loan proceeds directly to the Company to pay
                    for the exercise price;

               (ii) provisions giving the Participant the right to receive
                    dividend payments or dividend equivalent payments with
                    respect to the Shares subject to the Award (both before and
                    after the Shares subject to the Award are earned, vested or
                    acquired), which payments may be either made currently or
                    credited to an account for the Participant, and may be
                    settled in cash or Shares, as the Committee determines;

               (iii) restrictions on resale or other disposition; and

               (iv) compliance with federal or state securities laws and stock
                    exchange requirements.

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

          (c)  Unfunded Plan. This Plan is unfunded and does not create, and
               should not be construed to create, a trust or separate fund with
               respect to this Plan's benefits. This Plan does not establish any
               fiduciary relationship between the Company and any Participant.
               To the extent any person holds any rights by virtue of an Award
               granted under this Plan, such rights are no greater than the
               rights of the Company's general unsecured creditors.

          (d)  Requirements of Law. The granting of Awards under this Plan and
               the issuance of Shares in connection with an Award are subject to
               all applicable laws, rules, and regulations and to such approvals
               by any governmental agencies or national securities exchanges as
               may be required. Notwithstanding any other provision of this Plan
               or any award agreement, the Company has no liability to deliver
               any Shares under this Plan or make any payment unless such
               delivery or payment would comply with all applicable laws and the
               applicable requirements of any securities exchange or similar
               entity.

          (e)  Governing Law. This Plan, and all agreements under this Plan,
               should be construed in accordance with and governed by the laws
               of the State of Michigan, without reference to any conflict of
               law principles, except for corporate law matters that are
               governed by the laws of the State of Delaware. Any legal action
               or proceeding with respect to this Plan, any Award or any award
               agreement, or for recognition and enforcement of any judgment in
               respect of this Plan, any Award or any award agreement, may only
               be brought and determined in a court sitting in the County of
               Oakland, or the Federal District Court for the Eastern District
               of Michigan in the State of Michigan.

          (f)  Construction. Whenever any words are used herein in the
               masculine, they shall be construed as though they were used in
               the feminine in all cases where they would so apply; and wherever
               any words are used in the singular or plural, they shall be
               construed as though they were used in the plural or singular, as
               the case may be, in all cases where they would so apply. Titles
               of sections are for general information only, and the Plan is not
               to be construed with reference to such titles.

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          (g)  Severability. If any provision of this Plan or any award
               agreement or any Award (i) is or becomes or is deemed to be
               invalid, illegal, or unenforceable in any jurisdiction, or as to
               any person or Award, or (ii) would disqualify this Plan, any
               award agreement or any Award under any law the Committee deems
               applicable, then such provision should be construed or deemed
               amended to conform to applicable laws, or if it cannot be so
               construed or deemed amended without, in the determination of the
               Committee, materially altering the intent of this Plan, award
               agreement or Award, then such provision should be stricken as to
               such jurisdiction, person, or Award, and the remainder of this
               Plan, such award agreement and such Award will remain in full
               force and effect.