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Sample Business Contracts

2003 Stock Plan - United Communications Hub Inc.

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                        UNITED COMMUNICATIONS HUB, INC.

                                2003 STOCK PLAN


     1.   Purpose and Eligibility.
          -----------------------

          (a)     This  Amended and Restated  Stock Plan (the "Plan") adopted as
of April 25, 2003 (the "Effective Date") is intended to advance the interests of
United Communications Hub, Inc. (the "Company"), and its Related Corporations as
defined  below,  and  as  now  existing  or  later constituted, by enhancing the
ability  of  the  Company  and  its  Related  Corporations to attract and retain
qualified  employees, consultants, officers and directors by creating incentives
and  rewards  for  their contributions to the success of the Company.  This Plan
will  provide:

          (i)  officers  and  other  employees  of  the  Company and its Related
Corporations  opportunities  to  purchase  common  stock ("Common Stock") of the
Company  pursuant  to Options granted hereunder which qualify as incentive stock
options  ("ISOs")  under Section 422(b) of the Internal Revenue Code of 1986, as
amended  (the  "Code");

          (ii) directors, officers, employees and consultants of the Company and
its  Related  Corporations opportunities to purchase Common Stock of the Company
pursuant  to  options  granted  hereunder  which  do  not  qualify  as  ISOs
("Non-Qualified  Options");


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<PAGE>
          (iii)  directors,  officers,  employees and consultants of the Company
and its Related Corporations issuances and awards of Common Stock of the Company
("Awards");

          (iv) directors, officers, employees and consultants of the Company and
its  Related Corporations opportunities to make direct purchases of Common Stock
in  the  Company  ("Purchases");  and

          (v) non-employee directors of the Company and its Related Corporations
with  the  opportunities  to  purchase  Common  Stock in the Company pursuant to
options  granted  hereunder  ("Non-Discretionary  Options").

          (b)     ISOs,  Non-Discretionary Options and Non-Qualified Options are
referred  to hereafter as "Options."  Options, Awards and authorizations to make
Purchases  are  referred  to  hereafter  collectively  as  "Stock  Rights."  For
purposes  of  the Plan, the term "Related Corporations" shall mean a corporation
which is a subsidiary corporation with respect to the Company within the meaning
of  Section  425(f)  of  the  Code.

          (c)     This  Plan  is  intended  to  comply in all respects with Rule
16b-3  and its successor rules ("Rule 16b-3") as promulgated under Section 16(b)
of  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") for
participants  who  are  subject to Section 16 of the Exchange Act. To the extent
any  provision  of  the  Plan  or  action  by  the  Board  or Committee fails to


                                        2
<PAGE>
so  comply,  it shall be deemed null and void to the extent permitted by law and
deemed  advisable  by  Board or Committee.   Provided, however, such exercise of
                                             --------  -------
discretion  shall not interfere with the contract rights of any participant.  In
the  event  that  any interpretation or construction of the Plan is required, it
shall  be  interpreted  and  construed in order to ensure, to the maximum extent
permissible  by  law,  that  such  participant  does not violate the short-swing
profit  provisions  of  Section 16(b) of the Exchange Act and that any exemption
available  under  Rule  16b-3  is  available.

     2.     Administration  of  the  Plan.
            -----------------------------

          (a)     The  Plan may be administered by the entire board of directors
of  the  Company  (the  "Board")  or  by  a  committee  as  defined  below  (the
"Committee").   Such   Committee  will  be  comprised  solely  of  two  or  more
Non-Employee  Directors  as that term is defined by Rule 16b-3(b)(3) promulgated
under  the  Exchange  Act, or the Company shall otherwise act in accordance with
the  permissible  interpretations  of  Rule  16b-3.

               (1)     If  a Committee is created by the Board to administer the
Plan,  the  Committee  shall  continue  to serve until otherwise directed by the
Board.   A  majority  of  the  members  of any such Committee shall constitute a
quorum, and all determinations of the Committee shall be made by the majority of
its  members present at a meeting.  Any determination of the Committee under the
Plan  may be made without notice or meeting of the Committee by a writing signed
by  all  of  the  Committee  members.


                                        3
<PAGE>
               (2)     Subject  to  ratification  of  the  grant of each Option,
Award,  or  Purchase,  by the Board (but only if so required by applicable state
law),  and  subject  to  the  terms  of  the  Plan, the Committee shall have the
authority  to  (i)  determine  the  employees  of  the  Company  and its Related
Corporations,  from  among  the  class  of employees eligible under Section 3 to
receive  ISOs,  to  whom  ISOs may be granted;  and to determine, from among the
class  of  individuals  and  entities  eligible  under  Section  3  to  receive
Non-Qualified  Options,  Awards  and  authorizations  to make Purchases, to whom
Non-Qualified  Options,  Awards  and  authorizations  to  make  Purchases may be
granted;  (ii) determine the time or times at which Stock Rights may be granted;
(iii)  determine  the  exercise  price  of shares subject to each Option and the
purchase  price of shares subject to each Purchase which price shall not be less
than  the  fair  market  value defined by Section 7; (iv) determine whether each
Option  granted  shall  be  an  ISO  or  a  Non-Qualified Option; (v) except for
Non-Discretionary  Options,  determine  (subject to Section 6) the time or times
when  each  Option shall become exercisable, the duration of the exercise period
and  when  each  Option  or  Stock  Right  shall  vest;  (vi)  determine whether
restrictions  such  as repurchase Options are to be imposed on shares subject to
Options,  Awards  and Purchases and the nature of such restrictions, if any; and
(vii)  interpret  the  Plan  and  promulgate  and  rescind rules and regulations
relating  to  it.  The  interpretation  and construction by the Committee of any
provisions  of  the  Plan or of any Stock Right granted under it shall be final,
binding  and conclusive unless otherwise determined by the Board.  The Committee
may from time to time adopt such rules and regulations for carrying out the Plan
as  it  may  deem  best.

               (3)     No  members of the Committee or the Board shall be liable
for  any  action or determination made in good faith with respect to the Plan or
any  Stock  Right  granted


                                        4
<PAGE>
under  it.  No  member of the Committee or the Board shall be liable for any act
or  omission of any other member of the Committee or the Board or for any act or
omission on his own part, including but not limited to the exercise of any power
and  discretion given to him under the Plan, except those resulting from his own
gross  negligence  or  willful  misconduct.

          (b)     The  Committee  may  select one of its members as its chairman
and  shall  hold  meetings  at  such  time  and places as it may determine.  All
references in the Plan to the Committee shall mean the Board if no Committee has
been  appointed.  From  time  to  time  the  Board  may increase the size of the
Committee  and  appoint  additional  members  thereof,  remove  members (with or
without  cause) and appoint new members in substitution therefor, fill vacancies
however  caused  or  remove all members of the Committee and thereafter directly
administer  the  Plan.

          (c)     Stock  Rights  may be granted to members of the Board, whether
such  grants  are in their capacity as directors, officers or consultants.   All
grants  of  Stock  Rights to members of the Board shall in all other respects be
made  in accordance with the provisions of the Plan applicable to other eligible
persons.  Members  of  the  Board  who  are either (i) eligible for Stock Rights
pursuant  to  the  Plan  or  (ii) have been granted Stock Rights may vote on any
matters  affecting  the  administration  of  the  Plan or the grant of any Stock
Rights  pursuant  to  the  Plan.

          (d)     In  addition to such other rights of indemnification as he may
have  as  a  member of the Board, and with respect to administration of the Plan
and  the  granting of Stock Rights under it, each member of the Board and of the
Committee  shall  be entitled without further act on his part to indemnification
from  the  Company  for  all  expenses  (including,  but  only  to  the


                                        5
<PAGE>
extent  permissible  and  advisable under applicable law, advances of litigation
expenses,  the  amount  of  judgment and the amount of approved settlements made
with  a  view  to the curtailment of costs of litigation) reasonably incurred by
him  in  connection  with  or  arising  out  of  any action, suit or proceeding,
including  any appeal thereof, with respect to the administration of the Plan or
the  granting  of Stock Rights under it in which he may be involved by reason of
his  being or having been a member of the Board or the Committee, whether or not
he  continues to be such member of the Board or the Committee at the time of the
incurring  of  such  expenses;  provided, however, that such indemnity shall not
                                --------  -------
include  any  expenses incurred by such member of the Board or the Committee (i)
in  respect  of matters as to which he shall be finally adjudged in such action,
suit  or  proceeding  to  have  been guilty of or liable for gross negligence or
willful  misconduct in the performance of his duties as a member of the Board or
the  Committee;  (ii)  in  respect  of  any  matter  in  which any settlement is
effected  to  an  amount  in excess of the amount approved by the Company on the
advice  of  its  legal counsel; or (iii) arising from any action in which person
asserts  a  claim  against the Company whether such claim is termed a complaint,
counterclaim,  cross-claim,  third  party  complaint  or  otherwise and provided
further  that  no right of indemnification under the provisions set forth herein
shall  be  available  to  any  such  member of the Board or the Committee unless
within 10 days after institution of any such action, suit or proceeding he shall
have  offered  the  Company in writing the opportunity to handle and defend such
action,  suit  or  proceeding  at  its  own  expense.  The  foregoing  right  of
indemnification  shall  inure  to  the  benefit  of  the  heirs,  executors  or
administrators of each such member of the Board or the Committee and shall be in
addition  to all other rights to which such member of the Board or the Committee
would  be  entitled  to  as  a  matter of law, contract or otherwise.  Provided,
                                                                       --------
however,  the  exception  in  Section 2(d)(iii) shall not apply to an action for
-------
indemnification  under  circumstances  where  the  Company has failed to provide
indemnification  to  the  Board  or  Committee  member  which indemnification is
required


                                        6
<PAGE>
by  the  Plan.

     (e)     In  addition, provided such action is otherwise consistent with the
Plan,  is exempt from Section 16(b) of the Exchange Act (by virtue of Rule 16b-3
or  otherwise), and is made pursuant to Sections 122(15) and 157 of the Delaware
General Corporation Law, or similar or successor provisions, the Board may, by a
resolution  adopted  by the Board, authorize one or more officers of the Company
to  do one or both of the following: (i) designate officers and employees of the
Company  or  of any of its subsidiaries to be recipients of Stock Rights created
by  the  Company and (ii) determine the number of Stock Rights to be received by
such  officers  and  employees;  provided,  however,  that  the  resolution  so
                                 --------   -------
authorizing  such  officer  or  officers shall specify the total number of Stock
Rights  such officer or officers may so grant.  The Board may not authorize such
officer to designate himself or herself as a recipient of any such Stock Rights.
All  decisions made by such officer or officers, as the case may be, pursuant to
the  authority  granted  to him or her hereby, shall be final and binding on all
persons,  including the Company and the persons receiving Stock Rights by virtue
of  the  Plan.  The  officer  or  officers so authorized shall be indemnified as
provided  for herein (to the extent permissible under applicable law) as if such
officer  or  officers were acting as a member or members, as the case may be, of
the  Committee  as  provided  herein  the  Plan.


     3.   Eligible Employees and Others.
          -----------------------------

          (a)     ISOs  may  be  granted  to  any employee of the Company or any
employee  of a Related Corporation.  Those officers and directors of the Company
who  are  not  employees  may  not  be  granted ISOs under the Plan.  Subject to
compliance  with  Rule  16b-3  and  other  applicable


                                        7
<PAGE>
securities  laws,  Non-Qualified  Options,  Awards  and  authorizations  to make
Purchases  may be granted to any director (whether or not an employee), officer,
employee or consultant of the Company or any Related Corporation.  The Committee
may  take  into  consideration  a  recipient's  individual  circumstances  in
determining  whether to grant an ISO, a Non-Qualified Option or an authorization
to  make  a  Purchase.  Granting  of any Stock Right to any individual or entity
shall  neither  entitle  that  individual  or entity to, nor disqualify him from
participation  in  any  other  grant  of  Stock  Rights.

          (b)     All  directors  of  the  Company  who are not employees or 10%
stockholders  of the Company or Related Corporations shall automatically receive
grants  of  ______  restricted  shares  of the Company's Common Stock and ______
Non-Qualified  Options  (i)  upon  election or appointment to the Board if not a
member  of  the  Board as of the Effective Date; and (ii) after all Common Stock
grants  and  Non-Qualified  Options  previously granted pursuant to this Section
have  vested  if  vesting  occurs  during  the term of office of such directors.
The  exercise  price  of  the  Options  shall be fair market value as defined by
Section  7.  The  stock grants and Options shall vest in six equal increments of
______  shares  of  Common Stock and ______ Options per director on each June 30
and  December  31,  provided that the director is still serving as a director of
the  Company  on  the applicable vesting date.  To the extent that any shares of
Common Stock do not vest, the shares shall be forfeited.  To the extent that any
Options  which  have  not  been  exercised do not vest, the Options shall lapse.
[LARRY:  THIS  CAN BE DELETED IF YOU CHOOSE NOT TO GIVE AUTOMATIC GRANTS TO YOUR
DIRECTORS  OR  WE  CAN  PROVIDE  EFFECTIVE  ONLY UPON MERGER WITH 12(G) COMPANY]

          (c)     The Options shall be exercisable for a period of 10 years from
the  date  of


                                        8
<PAGE>
grant, except where a shorter period is required by the Code for certain ISOs or
where  the  Board  or  Committee  selects  a  shorter  period at the time of any
discretionary  grant.

          (d)     The  "formula" grant contained in Section 3(b) above shall not
be  amended  more than once every six months, other than to comport with changes
in  the  Code  or  in  ERISA.

     4.     Common  Stock.  The  Common  Stock  subject to Stock Rights shall be
            -------------
authorized  but unissued shares of Common Stock,  par value $0.001, or shares of
Common  Stock  reacquired  by  the  Company  in  any manner, including purchase,
forfeiture  or  otherwise.  The aggregate number of shares of Common Stock which
may  be issued pursuant to the Plan is 3,500,000 shares of Common Stock issuable
in  connection  with  Option  exercises, Awards or Purchases, and are subject to
adjustment  as  provided  in  Section 14.  If any Stock Rights granted under the
Plan  shall  expire or terminate for any reason without having been exercised in
full  or shall cease for any reason to be exercisable in whole or in part, or if
the  Company  shall  reacquire  any unvested shares issued pursuant to Awards or
Purchases,  the unpurchased shares subject to such Stock Rights and any unvested
shares so reacquired by the Company shall again be available for grants of Stock
Rights  under  the  Plan.


     5.   Granting of Stock Rights.
          ------------------------

          (a)     Stock  Rights may be granted under the Plan at any time on and
after the Effective Date provided, however, no ISO shall be granted more than 10
years  after  the  Effective  Date. The date of grant of a Stock Right under the
Plan  will  be  the  date  specified  by  the  Committee


                                        9
<PAGE>
at  the  time it grants the Stock Right; provided, however, that such date shall
not  be prior to the date on which the Committee acts to approve the grant.  The
Committee  shall have the right, with the consent of the optionee, to convert an
ISO  granted  under  the  Plan to a Non-Qualified Option pursuant to Section 17.

          (b)     The  Committee  shall  grant Stock Rights to participants that
it,  in  its  sole  discretion,  selects.  Stock Rights shall be granted on such
terms  as  the  Committee  shall  determine except that ISOs shall be granted on
terms  that  comply  with  the  Code  and  regulations  thereunder.

          (c)     Notwithstanding any other provision of the Plan, the Committee
may  impose  conditions  and restrictions on any grant of Stock Rights including
forfeiture  of  vested  Options and the cancellation of Common Stock acquired in
connection  with  any  Stock  Right.

     6.     Sale  of  Shares.  Any shares of the Company's Common Stock acquired
            ----------------
pursuant  to Stock Rights granted hereunder shall not be sold by any officer, as
defined in this Plan, or director until at least six months elapse from the date
of  acquisition of such Stock Rights.  Nothing in this Section 6 shall be deemed
to  reduce  the  holding  period set forth under the applicable securities laws.

     7.   ISO Minimum Option Price and Other Limitations.
          ----------------------------------------------

          (a)     The  exercise  price per share relating to all Options granted
under  the Plan shall not be less than the fair market value per share of Common
Stock.  For  purposes  of  determining the exercise price, the date of the grant
shall  be  the  later  of  (i)  the  date  of  approval  by


                                       10
<PAGE>
the  Committee or the Board, or (ii) for ISOs, the date the recipient becomes an
employee  of  the  Company.  In  the case of an ISO to be granted to an employee
owning  Common Stock which represents more than 10 percent of the total combined
voting  power of all classes of stock of the Company or any Related Corporation,
the  price per share shall not be less than 110 percent of the fair market value
per  share  of  Common  Stock  on  the  date  of grant and such ISO shall not be
exercisable  after  the  expiration  of  five  years  from  the  date  of grant.

          (b)     In  no event shall the aggregate fair market value (determined
at  the  time  an  ISO is granted) of Common Stock for which ISOs granted to any
employee are exercisable for the first time by such employee during any calendar
year  (under  all stock option plans of the Company and any Related Corporation)
exceed  $100,000.

          (c)     If,  at  the  time  an  Option  is granted under the Plan, the
Company's  Common  Stock  is  publicly  traded,  "fair  market  value"  shall be
determined  as  of the last trading day prior to the date such Option is granted
and  shall  mean:

               (1)     the  closing price of the Company's shares appearing on a
national  securities  exchange  if  the  principal market for such shares  is an
exchange or if not listed, appearing on the Nasdaq Stock Market ("Nasdaq");

               (2)     if  the  Company's  shares are not listed on Nasdaq, then
the  closing price if reported or the average bid and asked price for its shares
as listed on the Over-the-Counter Bulletin Board (the "Bulletin Board"); or


                                       11
<PAGE>
               (3)     if  the  Company's  shares are not listed on the Bulletin
Board, then the closing price if reported or the average bid and asked price for
the Company's shares as listed in the National Quotation Bureau's "pink sheets";
or

               (4)     if  there are no listed bid and asked prices published in
the  pink  sheets, then the market value shall be based upon the average closing
bid  and  asked  price as determined following a polling of all dealers making a
market  in  the  Company's  Common  Stock;  or.

               (5)     if  there  is no regularly established trading market for
the  Company's  Common  Stock, the fair market value shall be established by the
Board  or the Committee taking into consideration all relevant factors including
the most recent price at which the Company's Common Stock was sold.

     8.     Duration  of  Stock  Rights.  Subject  to  earlier  termination  as
            ---------------------------
provided  in Sections 5, 9, 10 and 11, each Stock Right shall expire on the date
specified  in  the  original  instrument  granting such Stock Right (except with
respect  to  any  part  of  an ISO that is converted into a Non-Qualified Option
pursuant  to  Section  17),  provided, however, that such instrument must comply
                             --------  -------
with  Section  422 of the Code with regard to ISOs and Rule 16b-3 with regard to
all  Stock  Rights  granted pursuant to this Plan to officers, directors and 10%
stockholders  of  the Company.  For the purpose of this Plan, the term "officer"
shall  have  the  same meaning as defined in Rule 16a-1(f) promulgated under the
Exchange  Act.

     9.     Exercise of Options.  Subject to the provisions of Sections 3(b) and
            -------------------
9  through  13,


                                       12
<PAGE>
each Option granted under the Plan shall be exercisable as follows:

          (a)     The  Options shall either be fully vested and exercisable from
the  date  of grant or shall vest and become exercisable in such installments as
the  Committee  may  specify.

          (b)     Once  an  installment  becomes  exercisable  it  shall  remain
exercisable  until  expiration  or  termination  of the Option, unless otherwise
specified  by  the  Committee.

          (c)     Each  Option  or installment, once it becomes exercisable, may
be  exercised  at  any time or from time to time, in whole or in part, for up to
the total number of shares with respect to which it is then exercisable.

          (d)     The  Committee  shall have the right to accelerate the vesting
date  of  any  installment of any Stock Right; provided that the Committee shall
                                               -------- ----
not accelerate the exercise date of any installment of any Option granted to any
employee  as  an  ISO  (and not previously converted into a Non-Qualified Option
pursuant  to  Section  17) if such acceleration would violate the annual vesting
limitation  contained  in  Section 422(d) of the Code (also described in Section
7(b)). The vesting date of all Stock Rights shall accelerate in the event of any
of  the  following:  (i) the Company is to merge or consolidate with or into any
other  corporation  or  entity  except  a  transaction  where the Company is the
surviving  corporation  or  a  change  of domicile merger or similar transaction
exempt  from  registration  under  the  Securities  Act  of  1933,  as  amended
("Securities  Act"),  (ii) the sale of all or substantially all of the Company's
assets,  (iii)  the  sale of at least 90% of the outstanding Common Stock of the
Company  to  a  third  party  (subsections  (i),  (ii)


                                       13
<PAGE>
and  (iii) collectively referred to as an "Acquisition"); or (iv) the Company is
dissolved.  Upon a minimum of 20 days prior written notice to the optionees, the
exercisability  of  such  Stock Rights shall commence two business days prior to
the  earlier  of the scheduled closing of an Acquisition or proposed dissolution
or the actual closing of an Acquisition or proposed dissolution.

          (e)     All  Stock Rights shall be subject to any vesting requirements
imposed  by the Committee.  In the event of an Acquisition or dissolution of the
Company,  all  unvested  Stock  Rights  shall immediately vest two business days
prior  to  the  earlier  of the scheduled closing of the Acquisition or proposed
dissolution or the actual closing of the Acquisition or proposed dissolution and
a  minimum  of  20  days notice of such vesting shall be given to the holders of
such  Stock  Rights.

     10.     Termination  of Employment.  Subject to any greater restrictions or
             --------------------------
limitations  as may be imposed by the Committee upon the granting of any Option,
if  an  ISO  optionee  ceases  to  be  employed  by  the Company and all Related
Corporations  other  than by reason of death or disability as defined in Section
11,  no  further installments of his ISOs shall become exercisable, and his ISOs
shall  terminate  as  provided for in the grant or on the day three months after
the  day  of  the termination of his employment, whichever is earlier, but in no
event  later than on their specified expiration dates, except to the extent that
such  ISOs  (or  unexercised  installments  thereof)  have  been  converted into
Non-Qualified Options pursuant to Section 17.  Employment shall be considered as
continuing  uninterrupted  during  any bona fide leave of absence (such as those
attributable  to illness, military obligations or governmental service) provided
that  the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to re-employment is guaranteed by statute.  A
leave  of  absence  with  the  written  approval  of  the


                                       14
<PAGE>
Company's  Board shall not be considered an interruption of employment under the
Plan, provided that such written approval contractually obligates the Company or
any  Related  Corporation  to  continue the employment of the optionee after the
approved  period  of absence.  ISOs granted under the Plan shall not be affected
by any change of employment within or among the Company and Related Corporations
so  long  as  the  optionee  continues  to  be an employee of the Company or any
Related  Corporation.

     11.     Death;  Disability.  Subject  to  any  greater  restrictions  or
             ------------------
limitations  as may be imposed by the Committee upon the granting of any Option:

          (a)     If  an  ISO  optionee ceases to be employed by the Company and
all Related Corporations by reason of his death, any ISO of such employee may be
exercised  to  the extent of the number of shares with respect to which he could
have  exercised  it  on  the  date  of  his  death,  by  his  estate,  personal
representative or beneficiary who has acquired the ISO by will or by the laws of
descent and distribution, at any time prior to the earlier of the ISOs specified
expiration date or three months from the date of the optionee's death.

          (b)     If  an  ISO  optionee ceases to be employed by the Company and
all Related Corporations by reason of his disability, he shall have the right to
exercise  any ISO held by him on the date of termination of employment until the
earlier of (i) the ISOs specified expiration date or (ii) one year from the date
of  the termination of the optionee's employment.  For the purposes of the Plan,
the  term "disability" shall mean "permanent and total disability" as defined in
Section  22(e)(3)  of  the  Code  or  successor  statute.


                                       15
<PAGE>
     12.  Assignment, Transfer or Sale.
          ----------------------------

          (a)     No  Option  granted to an employee who is an officer, director
or  beneficial owner of 10% or more of the Company's securities registered under
Section  12  of  the  Exchange  Act  ("10%  Owner"),  shall  be  assignable  or
transferable  by  the  grantee  except  by  will  or  by the laws of descent and
distribution,  and  during  the  lifetime  of  the grantee, each Option shall be
exercisable  only  by  him,  his  guardian  or legal representative.  The shares
underlying  ISOs granted to the above persons cannot be assigned, transferred or
sold  until  at least two years from the date of the granting of the ISO and one
year  after  the  transfer  of  such  shares  to  the  participant.

          (b)     The  shares  underlying  such  Stock  Rights  granted  to  any
officer,  director  or  10% Owner of the Company's securities shall not be sold,
assigned or transferred by the grantee until at least six months elapse from the
date  of  the  Option  grant.

          (c)     Provided  however,  any  officer,  director  or  10% Owner may
transfer  Options  to  members  of  his  or her immediate family (i.e. children,
                                                                  ---
grandchildren  or  spouse),  to  trusts for the immediate benefit of such family
members  and to partnerships in which such family members are the only partners,
upon  approval  of the Committee so long as no consideration is received for the
transfer.

     13.     Terms  and  Conditions  of  Stock  Rights.  Stock  Rights  shall be
             -----------------------------------------
evidenced  by  instruments  (which  need  not be identical) in such forms as the
Committee  may from time to time approve.  Such instruments shall conform to the
terms  and  conditions set forth in Sections 5 through 12 hereof and may contain
such  other  provisions  as  the  Committee  deems  advisable  which


                                       16
<PAGE>
are  not  inconsistent with the Plan.  In granting any Non-Qualified Option, the
Committee  may  specify  that  such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to ISOs, or to such other termination
and  cancellation  provisions as the Committee may determine.  The Committee may
from  time to time confer authority and responsibility on one or more of its own
members  and/or  one or more officers of the Company to execute and deliver such
instruments.  The  proper officers of the Company are authorized and directed to
take  any  and  all action necessary or advisable from time to time to carry out
the  terms  of  such  instruments.

     14.     Adjustments.  Upon the occurrence of any of the following events, a
             -----------
grantee's  right  with respect to Stock Rights granted to him hereunder shall be
adjusted  as  hereinafter provided unless otherwise specifically provided in the
written  agreement  between  the  grantee and the Company relating to such Stock
Rights:

          (a)     If  the shares of Common Stock shall be subdivided or combined
into  a  greater  or  smaller number of shares or if the Company shall issue any
shares  of Common Stock as a stock dividend on its outstanding Common Stock, the
number  of shares of Common Stock deliverable upon the exercise of Options shall
be  appropriately  increased  or  decreased  proportionately,  and  appropriate
adjustments  shall  be  made  in  the  purchase  price per share to reflect such
subdivision,  combination  or  stock  dividend.

          (b)     If  the  Company  is  to  be  consolidated with or acquired by
another  entity  pursuant  to  an  Acquisition,  the  Committee  or the board of
directors  of  any entity assuming the obligations of the Company hereunder (the
"Successor  Board")  shall,  as to outstanding Options not exercised pursuant to
Section  10,  either (i) make appropriate provision for the continuation of such


                                       17
<PAGE>
Options  by  substituting  on  an equitable basis for the shares then subject to
such Options the consideration payable with respect to the outstanding shares of
common  stock  in connection with the Acquisition; or (ii) terminate all Options
in  exchange  for a cash payment equal to the excess of the fair market value of
the shares subject to such Options over the exercise price thereof.

          (c)     In  the  event  of a recapitalization or reorganization of the
Company  (other than a transaction described in Section 14(b) above) pursuant to
which  securities  of  the  Company  or  of  another corporation are issued with
respect  to  the outstanding shares of Common Stock, an optionee upon exercising
an  Option  shall  be  entitled to receive for the purchase price paid upon such
exercise  the  securities  he would have received if he had exercised his Option
prior  to  such  recapitalization  or  reorganization.

          (d)     Notwithstanding  the  foregoing, any adjustments made pursuant
to  Section  14(a), (b) or (c) with respect to ISOs shall be made only after the
Committee,  after  consulting  with  counsel for the Company, determines whether
such adjustments would constitute a "modification" of such ISOs (as that term is
defined  in  Section  424(h)  of  the  Code)  or  would  cause  any  adverse tax
consequences  for  the  holders  of such ISOs.  If the Committee determines that
such  adjustments  made  with respect to ISOs would constitute a modification of
such  ISOs  it  may  refrain  from  making  such  adjustments.

          (e)     Except  as  expressly  provided  herein,  no  issuance  by the
Company  of  shares  of Common Stock of any class or securities convertible into
shares  of  Common  Stock of any class shall affect, and no adjustment by reason
thereof  shall be made with respect to, the number or price of shares subject to
Options.  No  adjustments  shall  be  made  for dividends or other distributions


                                       18
<PAGE>
paid in cash or in property other than securities of the Company.

          (f)     No  fractional  shares  shall be issued under the Plan and the
optionee  shall receive from the Company cash in lieu of such fractional shares.

          (g)     Upon the happening of any of the foregoing events described in
Section  14  (a), (b) or (c) above, the class and aggregate number of shares set
forth  in  Section  14  hereof that are subject to Stock Rights which previously
have  been  or  subsequently  may  be  granted  under  the  Plan  shall  also be
appropriately adjusted to reflect the events described in such subsections.  The
Committee  or the Successor Board shall determine the specific adjustments to be
made under this Section 14 and, subject to Section 2, its determination shall be
conclusive.  If  any person or entity owning restricted Common Stock obtained by
exercise  of  a Stock Right made hereunder receives shares or securities or cash
in  connection  with a corporate transaction described in Section 14 (a), (b) or
(c)  above  as  a  result of owning such restricted Common Stock, such shares or
securities  or  cash  shall be subject to all of the conditions and restrictions
applicable  to  the restricted Common Stock with respect to which such shares or
securities  or cash were issued, unless otherwise determined by the Committee or
the  Successor  Board.

     15.     Means  of  Exercising  Stock  Rights.
             ------------------------------------

          (a)     A  Stock  Right  (or any part or installment thereof) shall be
exercised  by  giving  written  notice  to  the  Company at its principal office
address.  Such notice shall identify the Stock Right being exercised and specify
the  number  of  shares  as  to  which  such  Stock  Right  is  being exercised,
accompanied  by full payment of the exercise price therefor either (i) in United


                                       19
<PAGE>
States  dollars  by  check  or  wire  transfer; or (ii) at the discretion of the
Committee, through delivery of shares of Common Stock having a fair market value
equal  as  of  the  date of the exercise to the cash exercise price of the Stock
Right; or (iii) at the discretion of the Committee, by delivery of the grantee's
personal  recourse  note  bearing  interest payable not less than annually at no
less  than  100%  of  the  lowest applicable federal rate, as defined in Section
1274(d)  of  the  Code,  or  (iv)  at  the  discretion  of the Committee, by any
combination  of  (i),  (ii)  and  (iii)  above.  If  the Committee exercises its
discretion  to  permit  payment  of the exercise price of an ISO by means of the
methods set forth in clauses (ii), (iii) or (iv) of the preceding sentence, such
discretion  shall be exercised in writing at the time of the grant of the ISO in
question.  The  holder  of  a  Stock  Right  shall  not  have  the  rights  of a
stockholder with respect to the shares covered by his Stock Right until the date
of  issuance of a stock certificate to him for such shares.  Except as expressly
provided above in Section 14 with respect to changes in capitalization and stock
dividends, no adjustment shall be made for dividends or similar rights for which
the record date is before the date such stock certificate is issued.

          (b)     Each  notice  of  exercise  shall, unless the shares of Common
Stock  are covered by a then current registration statement under the Securities
Act,  contain  the holder's acknowledgment in form and substance satisfactory to
the  Company that (i) such shares are being purchased for investment and not for
distribution  or  resale  (other  than  a  distribution  or resale which, in the
opinion  of  counsel  satisfactory to the Company, may be made without violating
the  registration  provisions  of  the Securities Act), (ii) the holder has been
advised  and  understands that (1) the shares have not been registered under the
Securities  Act  and  are "restricted securities" within the meaning of Rule 144
under the Securities Act and are subject to restrictions on transfer and (2) the
Company  is  under no obligation to register the shares under the Securities Act
or  to


                                       20
<PAGE>
take any action which would make available to the holder any exemption from such
registration,  and  (iii)  such shares may not be transferred without compliance
with  all  applicable  federal  and  state securities laws.  Notwithstanding the
above,  should  the Company be advised by counsel that issuance of shares should
be  delayed  pending  registration under federal or state securities laws or the
receipt  of an opinion that an appropriate exemption therefrom is available, the
Company  may  defer  exercise  of any Stock Right granted hereunder until either
such  event  has  occurred.

     16.     Term  and Amendment of Plan.  The Plan was adopted by the Board and
             ---------------------------
its stockholders on the Effective Date.  The Plan shall have no expiration date,
provided  however  that  no  ISOs  shall be granted more than 10 years after the
Plan's  Effective Date. The Board may terminate or amend the Plan in any respect
at  any  time.  Except  as  provided  herein  or  as  specified  in the original
instrument granting such Stock Right, no action of the Board or stockholders may
alter  or  impair  the rights of a grantee, without his consent, under any Stock
Right  previously  granted  to  him.

     17.     Conversion of ISOs into Non-Qualified Options; Termination of ISOs.
             ------------------------------------------------------------------
The  Committee,  at  the  written request of any optionee, may in its discretion
take  such  actions  as may be necessary to convert such optionee's ISOs (or any
installments  or  portions of installments thereof) that have not been exercised
on  the  date  of conversion into Non-Qualified Options at any time prior to the
expiration  of  such  ISOs, regardless of whether the optionee is an employee of
the  Company  or  a  Related  Corporation  at the time of such conversion.  Such
actions  may  include,  but  not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such Options.  At
the  time  of  such conversion, the Committee (with the consent of the optionee)
may  impose  such  conditions  on  the  exercise  of the resulting Non-Qualified
Options


                                       21
<PAGE>
as  the Committee in its discretion may determine, provided that such conditions
shall  not  be inconsistent with this Plan.  Nothing in the Plan shall be deemed
to  give  any  optionee  the  right  to have such optionee's ISOs converted into
Non-Qualified  Options,  and no such conversion shall occur until and unless the
Committee  takes  appropriate  action.  The  Committee,  with the consent of the
optionee,  may also terminate any portion of any ISO that has not been exercised
at  the  time  of  such  termination.

     18.     Application  of  Funds.  The  proceeds received by the Company from
             ----------------------
the sale of shares pursuant to Stock Rights granted under the Plan shall be used
for  general  corporate  purposes  or  any  other  lawful  purposes.

     19.     Governmental  Regulations.  The  Company's  obligation  to sell and
             -------------------------
deliver  shares of the Common Stock under the Plan is subject to the approval of
any  governmental  authority  required  in  connection  with  the authorization,
issuance  or  sale  of  such  shares.

     20.     Withholding  of  Additional  Income  Taxes.  Upon the exercise of a
             ------------------------------------------
Non-Qualified Option or the making of a Disqualifying Disposition (as defined in
Section  21)  the  Company,  in  accordance with Section 3402(a) of the Code may
require  the  optionee  to  pay  additional  withholding taxes in respect of the
amount that is considered compensation includable in such person's gross income.
The  Committee  in its discretion may condition the exercise of an Option on the
payment  of  such  withholding  taxes.

     To  the  extent  that the Company is required to withhold taxes for federal
income  tax  purposes in connection with the exercise of any Option, the Company
shall  have  the  discretion  to


                                       22
<PAGE>
determine  if  any optionee may elect to satisfy such withholding requirement by
(i)  paying  the  amount  of  the  required withholding tax to the Company; (ii)
delivering  to  the  Company  shares of its Common Stock previously owned by the
optionee;  or (iii) having the Company retain a portion of the shares covered by
the  Option  exercise.  If  permitted by the Company, the number of shares to be
delivered  to  or  withheld  by  the Company times the fair market value of such
shares  shall  equal  the  cash required to be withheld.  To the extent that the
participant  is  authorized  to  either  deliver  or have withheld shares of the
Company's  Common  Stock,  the  Board, or the Committee, may require him to make
such election only during a certain period of time as may be necessary to comply
with  appropriate  exemptive  procedures  regarding  the  "short-swing"  profit
provisions  of  Section  16(b)  of  the  Exchange  Act  or  to meet certain Code
requirements.

     21.     Notice  to Company of Disqualifying Disposition.  Each employee who
             -----------------------------------------------
receives  an  ISO  must agree to notify the Company in writing immediately after
the  employee  makes  a  Disqualifying  Disposition of any Common Stock acquired
pursuant  to  the  exercise  of  an  ISO.  A  Disqualifying  Disposition  is any
disposition  (including  any  sale) of such Common Stock before the later of (i)
two  years after the date of employee was granted the ISO or (ii) one year after
the  date  the  employee  acquired  Common  Stock by exercising the ISO.  If the
employee  has  died before such stock is sold, these holding period requirements
do not apply and no Disqualifying Disposition can occur thereafter.

     22.     Continued  Employment.  The  grant of a Stock Right pursuant to the
             ---------------------
Plan shall not be construed to imply or to constitute evidence of any agreement,
express  or  implied,  on  the part of the Company or any Related Corporation to
retain  the  grantee in the employ of the Company or a Related Corporation, as a
member  of  the  Company's  Board  or  in  any  other  capacity,  whichever  the


                                       23
<PAGE>
case  may  be.

     23.     Governing  Law; Construction.  The validity and construction of the
             ----------------------------
Plan  and  the instruments evidencing Stock Rights shall be governed by the laws
of  the  State  of Delaware.  In construing the Plan, the singular shall include
the  plural  and  the  masculine  gender  shall include the feminine and neuter,
unless  the  context  otherwise  requires.

     24.     Forfeiture.  Notwithstanding  any other provision of this Plan, all
             -----------
vested Options shall be immediately forfeited in the event of:

          (a)     Termination  of  the  relationship with the optionee for cause
including, but not limited to, fraud, theft, dishonesty and violation of Company
policy;

          (b)     Purchasing  or  selling  securities  of  the  Company  without
written  authorization  in  accordance  with  the  Company's  inside information
guidelines  then  in  effect;

          (c)     Breaching  any duty of confidentiality including that required
by the Company's inside information guidelines then in effect;

          (d)     Competing  with  the  Company;

          (e)     Failure  to execute the Company's standard option agreement or
any  lock-up agreement in conjunction with a grant under the Plan, provided that
such lock-up agreement is also required to be executed by the Company's officers
and  directors;  or


                                       24
<PAGE>
          (f)     A  finding  by  the  Board that optionee has acted against the
interests  of  the  Company.


                                       25