the Plan and sets forth certain operational rules related to those terms.



     2.   GENERAL



     The Plan has been established to advance the interests of the Company by

giving Stock-based incentives or incentives based on Performance Criteria to

selected Employees, directors and other persons (including both individuals and

entities) who provide services to the Company or any Affiliate.



     3.   ADMINISTRATION



     Unless otherwise determined by the Board, the Plan will be administered by

a Committee of the Board designated for such purpose. The Committee shall

consist of at least two directors. A majority of the members of the Committee

shall constitute a quorum, and all determinations of the Committee shall be made

by a majority of its members. Any determination of the Committee under the Plan

may be made without notice or meeting of the Committee by a writing signed by a

majority of the Committee members. So long as the Stock is registered under the

1934 Act, all members of the Committee shall be non-employee directors within

the meaning of rule 16b-3 under the 1934 Act and outside directors within the

meaning of section 162(m). The Committee will have authority, not inconsistent

with the express provisions of the Plan and in addition to other authority

granted under the Plan, to (a) grant Awards at such time or times as it may

choose; (b) determine the size of each Award, including the number of shares of

Stock subject to the Award; (c) determine the type or types of each Award; (d)

determine the terms and conditions of each Award; (e) waive compliance by a

Participant with any obligations to be performed by the Participant under an

Award and waive any term or condition of an Award; (f) amend or cancel an

existing Award in whole or in part (and if an Award is canceled, grant another

Award in its place on such terms as the Committee shall specify), except that

the Committee may not, without the consent of the holder of an Award, take any

action under this clause with respect to such Award if such action would

adversely affect the rights of such holder; (g) prescribe the form or forms of

instruments that are required or deemed appropriate under the Plan, including

any written notices and elections required of Participants, and change such

forms from time to time; (h) adopt, amend and rescind rules and regulations for

the administration of the Plan; and (i) interpret the Plan and decide any

questions and settle all controversies and disputes that may arise in connection

with the Plan. Such determinations and actions of the Committee, and all other

determinations and actions of the Committee made or taken under authority

granted by any provision of the Plan, will be conclusive and will bind all

parties. Nothing in this paragraph shall be construed as limiting the power of

the Committee to make adjustments under Section 8.







                                       1

{PAGE}



     With respect to persons subject to Section 16 of the 1934 Act, transactions

under the Plan are intended to comply with all applicable conditions of Rule

16b-3 or its successors under the 1934 Act. In the case of any Award intended to

be eligible for the performance-based compensation exception under Section

162(m), the Committee shall exercise its discretion consistent with qualifying

the Award for such exception.



     4.   EFFECTIVE DATE AND TERM OF PLAN



     The Plan will become effective on the date on which it is approved by the

stockholders of the Company. Grants of Awards under the Plan may be made prior

to that date, subject to such approval of the Plan. No Award may be granted

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