SIGHT RESOURCE CORP
1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
<TEXT>
<PAGE>

                                                                    Exhibit 10.2


                                                             As Amended May 2001


                           SIGHT RESOURCE CORPORATION

            1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN


1.    DEFINITIONS AND PURPOSES.

      A. Definitions

            Unless otherwise specified or unless the context otherwise requires,
      the following terms, as used in this Sight Resource Corporation 1992
      Employee, Director and Consultant Stock Option Plan, have the following
      meanings:

      1.    Administrator means the Board of Directors, unless it has delegated
            power to act on its behalf to a committee. (See Article 3)

      2.    Affiliate means a corporation which, for purposes of Section 424 of
            the Code, is a parent or subsidiary of the Company, direct or
            indirect.

      3.    Board of Directors means the Board of Directors of the Company.

      4.    Code means the United States Internal Revenue Code of 1986, as
            amended.

      5.    Committee means the Committee to which the Board of Directors has
            delegated power to act under or pursuant to the provisions of the
            Plan.

      6.    Company means Sight Resource Corporation, a Delaware corporation.

      7.    Disability or Disabled means permanent and total disability as
            defined in Section 22(e)(3) of the Code.

      8.    Fair Market Value of a Share of Common Stock means:

            (a) If such Shares are then listed on any national securities
            exchange, the fair market value shall be the last sale price, if
            any, on the largest such exchange on the date of the grant of the
            Option, or, if none, on the most recent trade date thirty (30) days
            or less prior to the date of the grant of the Option;

            (b) If the Shares are not then listed on any such exchange, the fair
            market value of such Shares shall be the last sale price, if any, as
            reported in the National Association of Securities Dealers Automated
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            Quotation System (NASDAQ) for the date of the grant of the Options,
            or if none, for the most recent trade date thirty (30) days or less
            prior to the date of the grant of the Option;

            (c) If the Shares are not then either listed on any such exchange or
            quoted in NASDAQ, the fair market value shall be the mean between
            the average of the "Bid" and the average of the "Ask" prices, if
            any, as reported in the National Daily Quotation Service for the
            date of the grant of the option, or, if none, for the most recent
            trade date thirty (30) days or less prior to the date of the grant
            of the Option for which such quotations are reported; and

            (d) If the market value cannot be determined under the preceding
            three paragraphs, it shall be determined in good faith by the Board
            of Directors.

      9.    ISO means an option meant to qualify as an incentive stock option
            under Code Section 422.

      10.   Key Employee means an employee of the Company or of an Affiliate
            (including, without limitation, an employee who is also serving as
            an officer or director of the Company or of an Affiliate),
            designated by the Administrator to be eligible to be granted one or
            more Options under the Plan.

      11.   Non-Qualified Option means an option which is not intended to
            qualify as an ISO.

      12.   Option means an ISO or Non-Qualified Option granted under the Plan.

      13.   Option Agreement means an agreement between the Company and a
            Participant executed and delivered pursuant to the Plan, in such
            form as the Administrator shall approve.

      14.   Participant means a Key Employee, director or consultant to whom one
            or more Options are granted under the Plan.

      15.   Participant's Survivors means a deceased Participant's legal
            representatives and/or any person or persons who acquired the
            Participant's rights to an Option by will or by the laws of descent
            and distribution.

      16.   Plan means this Restated Stock Option Plan.


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      17.   Shares means shares of the common stock, $.0l par value, of the
            Company ("Common Stock") as to which Options have been or may be
            granted under the Plan or any shares of capital stock into which the
            Shares are changed or for which they are exchanged within the
            provisions of Article 2 of the Plan. The shares issued upon exercise
            of Options granted under the Plan may be authorized and unissued
            shares or shares held by the Company in its treasury, or both.

B.    Purposes of the Plan

      The Plan is intended to encourage ownership of Shares by Key Employees,
non-employee directors and certain consultants of the Company in order to
attract such people, to induce them to work for the benefit of the Company or of
an Affiliate and to provide additional incentive for them to promote the success
of the Company or of an Affiliate. The Plan provides for the issuance of ISOs
and Non-Qualified Options.

2.    SHARES SUBJECT TO THE PLAN.

      The number of Shares subject to this Plan as to which Options may be
granted from time to time shall be 6,500,000, or the equivalent of such number
of Shares after the Administrator, in its sole discretion, has interpreted the
effect of any stock split, stock dividend, combination, recapitalization or
similar transaction effected after such date in accordance with Paragraph 16 of
the Plan.

      If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options under the Plan. Any Option shall be treated as "outstanding" until such
Option is exercised in full, or terminates or expires under the provisions of
the Plan, or by agreement of the parties to the pertinent Option Agreement.


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3.    ADMINISTRATION OF THE PLAN.

      The Administrator of the Plan will be the Board of Directors, except to
the extent the Board of Directors delegates its authority to a Committee of the
Board of Directors. The Plan is intended to comply with Rule 16b-3 or its
successors, promulgated pursuant to Section 16 of the Securities Exchange Act of
1934, as amended (the "1934 Act") with respect to Participants who are subject
to Section 16 of the 1934 Act, and any provision in this Plan with respect to
such persons contrary to Rule 16b-3 shall be deemed null and void to the extent
permissible by law and deemed appropriate by the Administrator. Subject to the
provisions of the Plan, the Administrator is authorized to:

      a.    Interpret the provisions of the Plan or of any Option or Option
            Agreement and to make all rules and determinations which it deems
            necessary or advisable for the administration of the Plan;

      b.    Determine which employees of the Company or of an Affiliate shall be
            designated as Key Employees and which of the Key Employees,
            directors and consultants shall be granted Options;

      c.    Determine the number of Shares for which an Option or Options shall
            be granted; and

      d.    Specify the terms and conditions upon which an Option or Options may
            be granted;

      provided, however, that all such interpretations, rules, determinations,
      terms and conditions shall be made and prescribed in the context of
      preserving the tax status under Code Section 422 of those Options which
      are designated as ISOs. Subject to the foregoing, the interpretation and
      construction by the Administrator of any provisions of the Plan or of any
      Option granted under it shall be final, unless otherwise determined by the
      Board of Directors, if the Administrator is other than the Board of
      Directors.

4.    ELIGIBILITY FOR PARTICIPATION.

      The Administrator will, in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company or of an Affiliate at the time an Option
is granted. Notwithstanding any of the foregoing provisions, the Administrator
may authorize the grant of an Option to a person not then an employee, director
or consultant of the Company or of


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an Affiliate. The actual grant of such Option, however, shall be conditioned
upon such person becoming eligible to become a Participant at or prior to the
time of the execution of the Option Agreement evidencing such Option. ISOs may
be granted only to Key Employees. Non-Qualified Options may be granted to any
Key Employee, director or consultant of the Company or an Affiliate. Granting of
any Option to any individual shall neither entitle that individual to, nor
disqualify him or her from, participation in any other grant of Options. In no
event shall any Participant be granted, in any consecutive three year period,
options to purchase more than 2,250,000 shares pursuant to the Plan.

5.    TERMS AND CONDITIONS OF OPTIONS.

      Each Option shall be set forth in an Option Agreement, duly executed by
the Company and by the Participant. The Option Agreements, which may be changed
in the Administrator's discretion for any particular Participant (provided that
any change in the Incentive Stock Option Agreement is not inconsistent with Code
Section 422), shall be subject to the following terms and conditions:

      Non-Qualified Options: Each Option intended to be a Non-Qualified Option
      shall be subject to the terms and conditions which the Administrator
      determines to be appropriate and in the best interest of the Company,
      subject to the following minimum standards for any such Non-Qualified
      Option:

      a.    The Option Agreement shall be in writing in the form approved by the
            Administrator, with such modifications to such form as the
            Administrator shall approve;

      b.    Option Price: The option price (per share) of the Shares covered by
            each Option shall be determined by the Administrator but shall not
            be less than the par value per share of the Shares on the date of
            the grant of the Option.

      c.    Each Option Agreement shall state the number of Shares to which it
            pertains; and

      d.    Each Option Agreement shall state the date on which it first is
            exercisable and the date after which it may no longer be exercised.
            Except as otherwise determined by the Administrator, each Option
            granted hereunder shall become cumulatively exercisable in four (4)
            equal annual installments of twenty-five percent (25%) each,
            commencing on the first anniversary date of the Option


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            Agreement executed by the Company and the Participant with respect
            to such Option, and continuing on each of the next three (3)
            anniversary dates.

      e.    Each Option shall terminate not more than 10 (ten) years from the
            date of grant thereof or at such earlier time as the Option
            Agreement may provide.

      f.    Directors' Options: Each director of the Company who is not an
            employee of the Company or any Affiliate, immediately after each
            Annual Meeting of Stockholders of the Company, provided that on such
            dates such director has been in the continued and uninterrupted
            service of the Company as a director for a period of at least one
            year prior to the date of such annual meeting and is and was a
            director and was and is not an employee of the Company at such
            times, shall be granted a Non-Qualified Option to purchase 5,000
            Shares. Each such Option shall (i) have an exercise price equal to
            the Fair Market Value (per share) of the Shares on the date of grant
            of the Option, (ii) have a term of ten (10) years, and (iii) shall
            become cumulatively exercisable in two (2) equal annual installments
            of fifty percent (50%) each, upon the first and second anniversary
            of the date of grant, provided that on such dates such director has
            been in the continued and uninterrupted service of the Company as a
            director and not an employee since the date of grant. Any director
            entitled to receive an Option grant under this subparagraph (f) may
            elect to decline the Option. Notwithstanding the provisions of
            Paragraph 23 concerning amendment of the Plan, the provisions of
            this subparagraph (f) shall not be amended more than once every six
            months, other than to comport with changes in the Code, the Employee
            Retirement Income Security Act, or the rules thereunder. The
            provisions of Articles 9, 10, 11 and 12 below shall not apply to
            Options granted pursuant to this subparagraph (f).

      ISOs: Each Option intended to be an ISO shall be issued only to a Key
      Employee and be subject to at least the following terms and conditions,
      with such additional restrictions or changes as the Administrator
      determines are appropriate but not in conflict with Code Section 422 and
      relevant regulations and rulings of the Internal Revenue Service:

      a.    Minimum standards: The ISO shall meet the minimum standards for
            Non-Qualified Options, as described above, except clauses (a), (b)
            and (e) thereunder.


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      b.    Option Agreement: The Option Agreement for an ISO shall be in
            writing in substantially the form as approved by the Administrator,
            with such changes to such form as the Administrator shall approve,
            provided any changes are not inconsistent with Code Section 422.

      c.    Option Price: Immediately before the Option is granted, if the
            Participant owns, directly or by reason of the applicable
            attribution rules in Code Section 424(d):

            i.    Ten percent (10%) or less of the total combined voting power
                  of all classes of share capital of the Company or an
                  Affiliate, the Option price per share of the Shares covered by
                  each Option shall not be less than one hundred percent (100%)
                  of the Fair Market Value per share of the Shares on the date
                  of the grant of the Option.

            ii.   More than ten percent (10%) of the total combined voting power
                  of all classes of share capital of the Company or an
                  Affiliate, the Option price per share of the Shares covered by
                  each Option shall be not less than one hundred ten percent
                  (110%) of the said Fair Market Value on the date of grant.

      d.    Term of Option: For Participants who own

            i.    Ten percent (10%) or less of the total combined voting power
                  of all classes of share capital of the Company or an
                  Affiliate, each Option shall terminate not more than ten (10)
                  years from the date of the grant or at such earlier time as
                  the Option Agreement may provide;

            ii.   More than ten percent (10%) of the total combined voting power
                  of all classes of share capital of the Company or an
                  Affiliate, each Option shall terminate not more than five (5)
                  years from the date of the grant or at such earlier time as
                  the Option Agreement may provide.

      e.    Limitation on Yearly Exercise: The Option Agreements shall restrict
            the amount of Options which may be exercisable in any calendar year
            (under this or any other ISO plan of the Company or an Affiliate) so
            that the aggregate Fair Market Value (determined at the time each
            ISO is granted) of the stock with respect to which ISOs are
            exercisable for the first time by the Participant in any calendar
            year does not exceed one hundred thousand dollars ($100,000),
            provided that this


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            subparagraph (e) shall have no force or effect if its inclusion in
            the Plan is not necessary for Options issued as ISOs to qualify as
            ISOs pursuant to Section 422(d) of the Code.

      f.    Limitation on Grant of ISOs: No ISOs shall be granted after the
            expiration of the earlier of ten (10) years from the date of the
            adoption of the Plan by the Company or the approval of the Plan by
            the shareholders of the Company.

6.    EXERCISE OF OPTION AND ISSUE OF SHARES.

      An Option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its principal office address, together
with provision for payment of the full purchase price in accordance with this
paragraph for the shares as to which such Option is being exercised, and upon
compliance with any other condition(s) set forth in the Option Agreement. Such
written notice shall be signed by the person exercising the Option, shall state
the number of Shares with respect to which the Option is being exercised and
shall contain any representation required by the Plan or the Option Agreement.
Payment of the purchase price for the shares as to which such Option is being
exercised shall be made (a) in United States dollars in cash or by check, or (b)
at the discretion of the Administrator, 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 Option, (c) at the discretion of the Administrator,
by delivery of the grantee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the applicable Federal rate, as
defined in Section 1274 (d) of the Code, (d) at the discretion of the
Administrator, in accordance with a cashless exercise program established with a
securities brokerage firm, and approved by the Administrator, or (e) at the
discretion of the Administrator, by any combination of (a), (b), (c) and (d)
above. Notwithstanding the foregoing, the Administrator shall accept only such
payment on exercise of an ISO as is permitted by Section 422 of the Code.

      The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation which requires the Company
to take any action with respect to the Shares prior to their issuance. The
Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for paid-up non-assessable Shares.


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      The Administrator shall have the right to accelerate the date of exercise
of any installment of any Option; provided that the Administrator shall not
accelerate the exercise date of any installment of any Option granted to any Key
Employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to Article 18) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in paragraph
5(e).

7.    RIGHTS AS A SHAREHOLDER.

      No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option, except after due
exercise of the Option and provision for payment of the full purchase price for
the Shares being purchased pursuant to such exercise.

8.    ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS.

      By its terms, an Option granted to a Participant shall not be transferable
by the Participant other than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act or the rules thereunder,
and shall be exercisable, during the Participant's lifetime, only by such
Participant (or by his or her legal representative). Such Option shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
Any attempted transfer, assignment, pledge, hypothecation or other disposition
of any Option or of any rights granted thereunder contrary to the provisions of
this Plan, or the levy of any attachment or similar process upon an Option,
shall be null and void.

9.    EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE".

      Except as otherwise provided in the pertinent Option Agreement, in the
event of a termination of service (whether as an employee or consultant) before
the Participant has exercised all Options, the following rules apply:

      a.    A Participant who ceases to be an employee or consultant of the
            Company or of an Affiliate (for any reason other than termination
            "for cause", Disability, or death for which events there are special
            rules in Articles 10, 11, and 12, respectively), may exercise


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            any Option granted to him or her to the extent that the right to
            purchase Shares has accrued on the date of such termination of
            service, but only within such term as the Administrator has
            designated in the pertinent Option Agreement.

      b.    In no event may an Option Agreement provide, if the Option is
            intended to be an ISO, that the time for exercise be later than
            three (3) months after the Participant's termination of employment.

      c.    The provisions of this paragraph, and not the provisions of Article
            11 or 12, shall apply to a Participant who subsequently becomes
            disabled or dies after the termination of employment, or
            consultancy, provided, however, in the case of a Participant's
            death, the Participant's survivors may exercise the Option within
            six (6) months after the date of the Participant's death, but in no
            event after the date of expiration of the term of the Option.

      d.    Notwithstanding anything herein to the contrary, if subsequent to a
            Participant's termination of employment or consultancy, but prior to
            the exercise of an Option, the Board of Directors determines that,
            either prior or subsequent to the Participant's termination, the
            Participant engaged in conduct which would constitute "cause", then
            such Participant shall forthwith cease to have any right to exercise
            any Option.

      e.    A Participant to whom an Option has been granted under the Plan who
            is absent from work with the Company or with an Affiliate because of
            temporary disability (any disability other than a permanent and
            total Disability as defined in Article 1 hereof), or who is on leave
            of absence for any purpose, shall not, during the period of any such
            absence, be deemed, by virtue of such absence alone, to have
            terminated such Participant's employment or consultancy with the
            Company or with an Affiliate, except as the Administrator may
            otherwise expressly provide.

      f.    Options granted under the Plan shall not be affected by any change
            of employment or other service within or among the Company and any
            Affiliates, so long as the Participant continues to be an employee
            or consultant of the Company or any Affiliate, provided, however, if
            a Participant's employment by either the Company or an Affiliate
            should cease (other than to become an employee of an Affiliate or
            the Company), such termination shall affect the Participant's rights
            under


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            any Option granted to such Participant in accordance with the terms
            of the Plan and the pertinent Option Agreement.

10.   EFFECT OF TERMINATION OF SERVICE "FOR CAUSE".

      Except as otherwise provided in the pertinent Option Agreement, the
following rules apply if the Participant's service (whether as an employee or
consultant) is terminated "for cause" prior to the time that all of his or her
outstanding Options have been exercised:

      a.    All outstanding and unexercised Options as of the date the
            Participant is notified his or her service is terminated "for cause"
            will immediately be forfeited, unless the Option Agreement provides
            otherwise.

      b.    For purposes of this Article, "cause" shall include (and is not
            limited to) dishonesty with respect to the employer,
            insubordination, substantial malfeasance or non-feasance of duty,
            unauthorized disclosure of confidential information, and conduct
            substantially prejudicial to the business of the Company or any
            Affiliate. The determination of the Administrator as to the
            existence of cause will be conclusive on the Participant and the
            Company.

      c.    "Cause" is not limited to events which have occurred prior to a
            Participant's termination of service, nor is it necessary that the
            Administrator's finding of "cause" occur prior to termination. If
            the Administrator determines, subsequent to a Participant's
            termination of service but prior to the exercise of an Option, that
            either prior or subsequent to the Participant's termination the
            Participant engaged in conduct which would constitute "cause", then
            the right to exercise any Option is forfeited.

      d.    Any definition in an agreement between the Participant and the
            Company or an Affiliate, which contains a conflicting definition of
            "cause" for termination and which is in effect at the time of such
            termination, shall supersede the definition in this Plan with
            respect to such Participant.

11.   EFFECT OF TERMINATION OF SERVICE FOR DISABILITY.

      Except as otherwise provided in the pertinent Option Agreement, a
Participant who ceases to be an employee of or


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consultant to the Company or of an Affiliate by reason of Disability may
exercise any Option granted to such Participant:

      a.    To the extent that the right to purchase Shares has accrued on the
            date of his Disability; and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion of such rights based upon the
            number of days prior to such Participant's Disability and during the
            accrual period which next ends following the date of Disability.

      A Disabled Participant may exercise such rights only within a period of
not more than one (1) year after the date that the Participant became Disabled
or, if earlier, within the originally prescribed term of the Option.

      The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

12.   EFFECT OF DEATH WHILE AN EMPLOYEE OR CONSULTANT.

      Except as otherwise provided in the pertinent Option Agreement, in the
event of the death of a Participant to whom an Option has been granted while the
Participant is an employee or consultant of the Company or of an Affiliate, such
Option may be exercised by the Participant's Survivors:

      a.    To the extent exercisable but not exercised on the date of death;
            and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion of such rights based upon the
            number of days prior to the Participant's death and during the
            accrual period which next ends following the date of death;

      If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he or she had not died and had continued to be an employee or consultant or, if
earlier, within the originally


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prescribed term of the Option.

13.   TERMINATION OF DIRECTORS' OPTION RIGHTS.

      Except as otherwise provided in the pertinent Non-Qualified Option
Agreement, if a director who receives Options pursuant to Article 5,
subparagraph (f):

      a.    ceases to be a member of the Board of Directors of the Company for
            any reason other than death or disability, any then unexercised
            Options granted to such Director may be exercised by the director
            within a period of ninety (90) days after the date the director
            ceases to be a member of the Board of Directors, but only to the
            extent of the number of shares with respect to which the Options are
            exercisable on the date the director ceases to be a member of the
            Board of Directors, and in no event later than the expiration date
            of the Option; or,

      b.    ceases to be a member of the Board of Directors of the Company by
            reason of his or her death or Disability, any then unexercised
            Options granted to such Director may be exercised by the director
            (or by the director's personal representative, heir or legatee, in
            the event of death) within a period of one hundred eighty (180) days
            after the date the director ceases to be a member of the Board of
            Directors, but only to the extent of the number of Shares with
            respect to which the Options are exercisable on the date the
            director ceases to be a member of the Board of Directors, and in no
            event later than the expiration date of the Option.

14.   PURCHASE FOR INVESTMENT.

      Unless the offering and sale of the Shares to be issued upon the
particular exercise of an Option shall have been effectively registered under
the Securities Act of 1933, as now in force or hereafter amended (the "Act"),
the Company shall be under no obligation to issue the Shares covered by such
exercise unless and until the following conditions have been fulfilled:

      a.    The person(s) who exercise such Option shall warrant to the Company,
            prior to receipt of the Shares, that such person(s) are acquiring
            such Shares for their own respective accounts, for investment, and
            not with a view to, or for sale in connection with, the distribution
            of any such Shares, in which event the person(s) acquiring such
            Shares shall be bound by the


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            provisions of the following legend which shall be endorsed upon the
            certificate(s) evidencing their Shares issued pursuant to such
            exercise or such grant:

                  "The shares represented by this certificate have been taken
                  for investment and they may not be sold or otherwise
                  transferred by any person, including a pledgee, in the absence
                  of an effective registration statement of the shares under the
                  Securities Act of 1933 or an opinion of counsel satisfactory
                  to the Company that an exemption from registration is then
                  available."

      b.    The Company shall have received an opinion of its counsel that the
            Shares may be issued upon such particular exercise in compliance
            with the Act without registration thereunder.

      The Company may delay issuance of the Shares until completion of any
action or obtaining of any consent which the Company deems necessary under any
applicable law (including, without limitation, state securities or "blue sky"
laws).

15.   DISSOLUTION OR LIQUIDATION OF THE COMPANY.

      Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised will
terminate and become null and void; provided, however, that if the rights of a
Participant or a Participant's Survivors have not otherwise terminated and
expired, the Participant or the Participant's Survivors will have the right
immediately prior to such dissolution or liquidation to exercise any Option to
the extent that the right to purchase Shares has accrued under the Plan as of
the date immediately prior to such dissolution or liquidation.

16.   ADJUSTMENTS.

      Upon the occurrence of any of the following events, a Participant's rights
with respect to any Option granted to him or her hereunder which have not
previously been exercised in full shall be adjusted as hereinafter provided,
unless otherwise specifically provided in the written agreement between the
optionee and the Company relating to such Option:

      A. Stock Dividends and Stock Splits. 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


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exercise of such Option 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. Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Administrator or the board
of directors of any entity assuming the obligations of the Company hereunder
(the "Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such 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 securities of any successor or acquiring entity; or (ii)
upon written notice to the optionees, provide that all Options must be
exercised, to the extent then exercisable, within a specified number of days of
the date of such notice, at the end of which period the Options shall terminate;
or (iii) 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 (to the
extent then exercisable) over the exercise price thereof.

      C. Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
subparagraph 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 or she would have
received if he or she had exercised such Option prior to such recapitalization
or reorganization.

      D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraphs A, B or C with respect to ISOs shall be made only
after the Administrator, 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 Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically requests in writing that such adjustment be
made and such writing indicates that the holder has full knowledge of the
consequences of such "modification" on his or her income tax treatment with
respect to the ISO.

17.   ISSUANCES OF SECURITIES.


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<PAGE>

      Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Options. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company.

18.   FRACTIONAL SHARES.

      No fractional share shall be issued under the Plan and the person
exercising such right shall receive from the Company cash in lieu of such
fractional share equal to the Fair Market Value thereof.

19.   CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS: TERMINATION OF ISOs.

      The Administrator, 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 an Affiliate 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 Administrator (with the consent of the
optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Administrator 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 ISO's converted into Non-Qualified Options, and no such conversion
shall occur until and unless the Administrator takes appropriate action. The
Administrator, 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.

20.   WITHHOLDING.

      Upon the exercise of a Non-Qualified Option for less than its fair market
value, the making of a Disqualifying Disposition (as defined in paragraph 21) or
the vesting of restricted Common Stock acquired on the exercise of an Option
hereunder, the


                                     - 16 -
<PAGE>

Company may withhold from the optionee's wages, if any, or other remuneration,
or may require the optionee to pay additional federal, state, and local income
tax withholding and employee contributions to employment taxes in respect of the
amount that is considered compensation includible in such person's gross income.
Such amounts may be payable in Common Stock at the discretion of the Committee
(if permitted by law), provided that with respect to persons subject to Section
16 of the 1934 Act, any such withholding arrangement shall be in compliance with
any applicable provisions of Rule 16b-3 promulgated under Section 16 of the 1934
Act. The Administrator in its discretion may condition the exercise of an Option
for less than its fair market value or the vesting of restricted Common Stock
acquired by exercising an Option on the grantee's payment of such additional
income tax withholding and employee contributions to employment taxes.

21.   NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

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

22.   TERMINATION OF THE PLAN.

      Except as provided in the following sentence, the Plan will terminate on
November 30, 2002. The Plan may be terminated at an earlier date by vote of the
stockholders of the Company; provided, however, that any such earlier
termination will not affect any Options granted or Option Agreements executed
prior to the effective date of such termination.

23.   AMENDMENT OF THE PLAN.

      The Plan may be amended by the stockholders of the Company. The Plan may
also be amended by the Administrator, including, without limitation, to the
extent necessary to qualify any or all outstanding ISOs granted under the Plan
or ISOs to be granted under the Plan for favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, to the


                                     - 17 -
<PAGE>

extent necessary to ensure the compliance of the Plan with Rule 16b-3 under the
1934 Act, and to the extent necessary to qualify the shares issuable upon
exercise of any outstanding options granted, or options to be granted, under the
Plan for listing on any national securities exchange or quotation in any
national automated quotation system of securities dealers. Any amendment
approved by the Administrator which is of a scope that requires stockholder
approval in order to ensure favorable federal income tax treatment for any
incentive stock options or requires stockholder approval in order to ensure the
qualification of the Plan under Rule 16b-3 shall be subject to obtaining such
stockholder approval. Any modification or amendment of the Plan shall not,
without the consent of an optionee, adversely affect his or her rights under an
option previously granted to him or her. With the consent of the optionee
affected, the Administrator may amend outstanding option agreements in a manner
not inconsistent with the Plan.

24.   EMPLOYMENT OR OTHER RELATIONSHIP.

      Nothing in this Plan or any Option Agreement shall be deemed to prevent
the Company or an Affiliate from terminating the employment, consultancy or
director status of a Participant, nor to prevent a Participant from terminating
his or her own employment, consultancy or director status or to give any
Participant a right to be retained in employment or other service by the Company
or any Affiliate for any period of time.

25.   GOVERNING LAW.

      This Agreement shall be construed and enforced in accordance with the law
of the State of Delaware.


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</TEXT>
</DOCUMENT>
