LANGER INC
OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>OPTION AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.34

                                  LANGER, INC.
                            2001 STOCK INCENTIVE PLAN
                             STOCK OPTION AGREEMENT


      STOCK OPTION AGREEMENT (the "Agreement") made as of this 24th day of
March, 2004, by and between Langer, Inc., a Delaware corporation, having its
principal office at 450 Commack Road, Deer Park, New York 11729 (the "Company"),
and Joseph P. Ciavarella, an individual residing at 93 Crest Road, West Merrick,
New York 11566 (the "Optionee"). Capitalized terms not defined herein shall have
the meanings ascribed to them in the Company's 2001 Stock Incentive Plan.

      WHEREAS, the Company has heretofore adopted the Langer, Inc. 2001 Stock
Incentive Plan (the "Plan") for the benefit of certain employees, officers,
directors, consultants, independent contractors and advisors of the Company or
any Parent, Affiliate or Subsidiary of the Company, which Plan has been approved
by the Company's stockholders; and

      WHEREAS, the Optionee is a valued and trusted employee of the Company or
one of its Subsidiaries and the Company believes it to be in the best interests
of the Company to secure the future services of the Optionee by providing the
Optionee with an inducement to remain an employee or consultant of the Company
or one of its Subsidiaries through the grant of an option to acquire an
ownership interest in the Company.

      NOW, THEREFORE, the parties agree as follows:

      1. OPTION GRANT. Subject to the provisions hereinafter set forth and the
terms and conditions of the Plan, the Company hereby grants to the Optionee, as
of March 24, 2004 (the "Grant Date"), the right, privilege and option (the
"Option") to purchase all or any part of an aggregate of fifty thousand (50,000)
shares (the "Shares") of common stock of the Company, par value $.02 per share
(the "Common Stock"), such number being subject to adjustment as provided in the
Plan. This Option is intended to qualify as an "incentive stock option" ("ISO")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), to the extent permitted under Section 422 of the Code.

      2. EXERCISE PRICE. Subject to adjustment as provided in the Plan, the
purchase price per Share of Common Stock as to which this Option is exercised
(the "Exercise Price") shall be five dollars and ninety-four cents ($5.94), the
Fair Market Value of such Shares on the Grant Date.

      3. EXERCISE OF OPTION. The term of the Option shall be for a period of ten
(10) years from the Grant Date and shall expire without further action being
taken at 5:00 p.m., February 16, 2014, subject to earlier termination as
provided in Section 5 hereof (the "Expiration Date"). The Option may be
exercised at any time, or from time to time, prior to the Expiration Date (or
such additional period as may be permitted under the Plan) as to any part or all
of the Shares covered by the Option, pursuant to the vesting schedule contained
in Section 4.1 hereof; provided, however, that the Option may not be exercised
as to less than one hundred (100) shares, unless it is exercised as to all
Shares as to which this Option is then exercisable.


<PAGE>

      4. VESTING SCHEDULE.

            4.1 The Shares into which this Option is exercisable shall vest in
accordance with the following schedule:


                                                          Number of
                                                            Shares
            Vesting Date                                 Exercisable
            ------------                                 -----------

            February 16, 2005                            16,667 Shares
            February 16, 2006                            16,667 Shares
            February 16, 2007                            16,666 Shares


            4.2 Notwithstanding the vesting schedule set forth in Section 4.1
hereof, such vesting schedule may be accelerated by the Board of Directors or
the Committee in their sole decision.

            4.3 Shares that are vested pursuant to the schedule set forth in
Section 4.1 hereof are "Vested Shares." Shares that are not vested pursuant to
the schedule set forth in Section 4.1 hereof are "Unvested Shares."

      5. TERMINATION.

            5.1 Termination for Any Reason Except Death, Disability or Cause. If
Optionee is Terminated for any reason (including if the Optionee voluntarily
terminates employment by the Company) other than Optionee's death, Disability or
Cause, then this Option, to the extent (and only to the extent) that it is
vested in accordance with the schedule set forth in Section 4.1 hereof on the
Termination Date, may be exercised by Optionee no later than three (3) months
after the Termination Date, (or such longer time period not exceeding five (5)
years as may be determined by the Committee, with any exercise beyond three (3)
months after the Termination Date deemed to be a NQSO), but in any event no
later than the Expiration Date.

            5.2 Termination Because of Death or Disability. If Optionee is
Terminated because of death or Disability of Optionee, then this Option, to the
extent that it is vested in accordance with the schedule set forth in Section
4.1 hereof on the Termination Date, may be exercised by Optionee (or Optionee's
legal representative or authorized assignee) no later than twelve (12) months
after the Termination Date (or such longer time period not exceeding five (5)
years as may be determined by the Committee, with any such exercise beyond
twelve (12) months after the Termination Date when the Termination is for
Participant's death or Disability, deemed to be a NQSO), but in any event no
later than the Expiration Date. Any exercise after three months after the
Termination Date when the Termination is for any reason other than Optionee's
disability, within the meaning of Section 22(e)(3) of the Code, shall be deemed
to be the exercise of a nonqualified stock option.


                                       2
<PAGE>

            5.3 Termination for Cause. If an Optionee is terminated for Cause,
neither the Optionee, the Optionee's estate nor such other person who may then
hold the Option shall be entitled to exercise any Option with respect to any
Shares whatsoever, after termination of service, whether or not after
termination of service the Optionee may receive payment from the Company or
Subsidiary for vacation pay, for services rendered prior to termination, for
services rendered for the day on which termination occurs, for salary in lieu of
notice, or for any other benefits. In making such determination, the Committee
shall give the Optionee an opportunity to present to the Committee evidence on
his behalf. For the purpose of this paragraph, termination of service shall be
deemed to occur on the date when the Company dispatches notice or advice to the
Optionee that Optionee's service is terminated.

      For purposes of this Agreement, Termination for Cause means that the
Company has cause to terminate an Optionee's employment or service under any
existing employment, consulting or any other agreement between the Optionee and
the Company or the Company's Subsidiary or Affiliate or, if such an agreement
does not exist, upon finding that (i) the Optionee has ceased to perform his
duties (other than as a result of his incapacity due to physical or mental
illness or injury), which constitutes an intentional or extended neglect of
his/her duties, (ii) the Optionee has engaged or is about to engage in conduct
materially injurious to the Company or one of the Company's Subsidiaries or
Affiliates or (iii) the Optionee has been convicted of a misdemeanor carrying a
jail sentence of six months or more or a felony.

            5.4 No Obligation to Employ. NOTHING IN THE PLAN OR THIS AGREEMENT
SHALL CONFER ON OPTIONEE ANY RIGHT TO CONTINUE IN THE EMPLOY OF, OR OTHER
RELATIONSHIP WITH, THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, OR LIMIT IN ANY
WAY THE RIGHT OF THE COMPANY OR ANY AFFILIATE OR SUBSIDIARY OF THE COMPANY TO
TERMINATE OPTIONEE'S EMPLOYMENT OR OTHER RELATIONSHIP AT ANY TIME, WITH OR
WITHOUT CAUSE. THIS AGREEMENT DOES NOT CONSTITUTE AN EMPLOYMENT CONTRACT. THIS
AGREEMENT DOES NOT GUARANTEE EMPLOYMENT FOR THE LENGTH OF TIME OF THE VESTING
SCHEDULE OR FOR ANY PORTION THEREOF.

      6. MANNER OF EXERCISE.

            6.1 Stock Option Exercise Agreement. To exercise this Option,
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or, at the Committee's sole discretion, in such other form
as may be approved by the Company from time to time (the "Exercise Agreement"),
which shall set forth, inter alia, Optionee's election to exercise this Option,
the number of shares being purchased, any restrictions imposed on the Shares and
any representations, warranties and agreements regarding Optionee's investment
intent and access to information as may be required by the Company to comply
with applicable securities laws. If someone other than Optionee exercises this
Option, then such person must submit documentation reasonably acceptable to the
Company that such person has the right to exercise this Option.

            6.2 Limitations on Exercise. This Option may not be exercised unless
such exercise is in compliance with all applicable federal and state securities
laws, as they are in effect on the date of exercise.


                                       3
<PAGE>

            6.3 Payment. The Exercise Agreement shall be accompanied by full
payment of the aggregate Exercise Price for the Shares being purchased (a) in
cash (by check), or (b) provided that a public market for the Company's stock
exists and subject to compliance by the Company with applicable law: (1) through
a "same day sale" commitment from Optionee and a broker-dealer that is a member
of the National Association of Securities Dealers (an "NASD Dealer") whereby
Optionee irrevocably elects to exercise this Option and to sell a portion of the
Shares so purchased to pay for the aggregate Exercise Price and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the aggregate
Exercise Price directly to the Company; or (2) through a "margin" commitment
from Optionee and an NASD Dealer whereby Optionee irrevocably elects to exercise
this Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
aggregate Exercise Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the aggregate Exercise Price directly to the
Company. Notwithstanding the foregoing, the Board of Directors or the Committee,
in their sole discretion, may allow for the full payment of the aggregate
Exercise Price for the Shares being purchased to be made by any other method
which is in accordance with the provisions of the Plan.

            6.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Option, Optionee must pay or provide for any applicable federal
or state withholding obligations of the Company. If the Committee permits,
Optionee may provide for payment of withholding taxes upon exercise of this
Option by requesting that the Company retain Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld. In such case, the
Company shall issue the net number of Shares to the Optionee by deducting the
Shares retained from the Shares issuable upon exercise.

            6.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to the Company, and upon the
Company's request counsel for the Company, the Company shall issue the Shares
registered in the name of Optionee, Optionee's authorized assignee, or
Optionee's legal representative, and shall deliver certificates representing the
Shares with the appropriate legends affixed thereto.

      7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. To the extent this
Option is an ISO, if Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (a) the date two (2)
years after the Date of Grant, and (b) the date one (1) year after transfer of
such Shares to Optionee upon exercise of this Option, then Optionee shall
immediately notify the Company in writing of such disposition.

      8. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this Option and
the issuance and transfer of Shares to the Optionee shall be subject to
compliance by the Company and Optionee with (i) all applicable requirements of
federal and state securities laws, (ii) all applicable requirements of any stock
exchange on which the Company's Common Stock may be listed and (iii) any
applicable policy of the Company regarding the trading of securities of the
Company, each at the time of such issuance and transfer. Optionee understands
that the Company is under no obligation to register or qualify the Shares with
the SEC, any state securities commission or any stock exchange to effect such
compliance.


                                       4
<PAGE>

      9. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner other than by will or by the laws of descent and distribution. During the
lifetime of Optionee, the Option shall be exercisable only by Optionee
personally or by the Optionee's legal representative. The terms of this Option
shall be binding upon the executors, administrators, successors and assigns of
Optionee.

      10. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall not have any of the
rights of a stockholder with respect to any Shares until the Shares are issued
to Optionee.

      11. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.

      12. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This
Agreement and the Plan and the Exercise Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede all prior understandings and agreements with respect
to such subject matter.

      13. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.

      14. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Company. Subject to the restrictions on
transfer set forth herein, this Agreement shall be binding upon Optionee and
Optionee's heirs, executors, administrators, legal representatives, successors
and assigns.

      15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, applicable to agreements made
and to be performed entirely within such state, other than conflict of laws
principles thereof directing the application of any law other than that of New
York.

      16. ACCEPTANCE. Optionee hereby acknowledges receipt of a copy of the Plan
and this Agreement. Optionee has read and understands the terms and provisions
of the Plan, and accepts this Option subject to all the terms and conditions of
the Plan and this Agreement. This Option is subject to, and the Company and the
Optionee agree to be bound by, all of the terms and conditions of the Plan under
which this Option was granted, as the same shall have been amended, restated or
otherwise modified from time to time in accordance with the terms thereof.

                                       5
<PAGE>

Pursuant to said Plan, the Board of Directors of the Company, or the Committee,
is vested with final authority to interpret and construe the Plan and this
Option, and its present form is available for inspection during the business
hours by the Optionee or other persons entitled to exercise this Option at the
Company's principal office. Optionee acknowledges that there may be adverse tax
consequences upon exercise of this Option or disposition of the Shares and that
the Company has advised Optionee to consult a tax advisor prior to such exercise
or disposition.

      17. COVENANTS OF THE OPTIONEE

            The Optionee agrees (and for any heir, executor, administrator,
legal representative, successor, or assignee hereby agrees), as a condition upon
exercise of the Option granted hereunder:

            (a) Upon the request of the Company, to execute and deliver a
certificate, in form satisfactory to the Company, certifying that the Shares
being acquired upon exercise of the Option are for such person's own account for
investment only and not with any view to or present intention to resell or
distribute the same. The Optionee hereby agrees that the Company shall have no
obligation to deliver the Shares issuable upon exercise of the Option unless and
until such certificate shall be executed and delivered to the Company by the
Optionee or any successor.

            (b) Upon the request of the Company, to execute and deliver a
certificate, in form satisfactory to the Company, certifying that any subsequent
resale or distribution of the Shares by the Optionee shall be made only pursuant
to either (i) a Registration Statement on an appropriate form under the
Securities Act of 1933, as amended (the "Securities Act"), which Registration
Statement has become effective and is current with regard to the Shares being
sold, or (ii) a specific exemption from the registration requirements of the
Securities Act, but in claiming such exemption the Optionee shall, prior to any
offer of sale or sale of such Shares, obtain a prior favorable written opinion
of counsel, in form and substance satisfactory to counsel for the Company, as to
the application of such exemption thereto. The foregoing restriction contained
in this subparagraph (b) shall not apply to (x) issuances by the Company so long
as the Shares being issued are registered under the Securities Act and a
prospectus in respect thereof is current, or (y) re-offerings of Shares by
Affiliates of the Company (as defined in Rule 405 or any successor rule or
regulation promulgated under the Securities Act) if the Shares being re-offered
are registered under the Securities Act and a prospectus in respect thereof is
current.

            (c) Upon the request of the Company, to execute and deliver an
agreement, in the form attached hereto, not to sell or otherwise transfer the
Shares except in accordance with the provisions of such agreement. The Optionee
hereby agrees that the Company shall have no obligation to deliver the Shares
issuable upon exercise of the Option unless and until such agreement shall be
executed and delivered to the Company by the Optionee.

            (d) Upon the request of the Company, to execute and deliver a
non-compete, non-disclosure, non-solicitation, work for hire, and assignment
agreement in the form attached hereto. The Optionee hereby agrees that the
Company shall have no obligation to deliver the

                                       6
<PAGE>

Shares issuable upon exercise of the Option unless and until such agreement
shall be executed and delivered to the Company by the Optionee.

            (e) That certificates evidencing Shares purchased upon exercise of
the Option shall bear a legend, in form satisfactory to counsel for the Company,
manifesting the investment intent and resale restrictions of the Optionee
described in this Section.

            (f) That upon exercise of the Option granted hereby, or upon sale of
the Shares purchased upon exercise of the Option, as the case may be, the
Company shall have the right to require the Optionee to remit to the Company, or
in lieu thereof, the Company may deduct, an amount of shares or cash sufficient
to satisfy federal, state or local withholding tax requirements, if any, prior
to the delivery of any certificate for such Shares or thereafter, as
appropriate.

      18. OBLIGATIONS OF THE COMPANY

            18.1 Upon the exercise of this Option in whole or in part, the
Company shall cause the purchased Shares to be issued only when it shall have
received the payment of the aggregate Exercise Price in accordance with the
terms of this Agreement.

            18.2 The Company shall cause certificates for the Shares as to which
the Option shall have been exercised to be registered in the name of the person
or persons exercising the Option, which certificates shall be delivered by the
Company to the Optionee only against payment of the aggregate Exercise Price in
accordance with the terms of this Agreement for the portion of the Option
exercised.

            18.3 In the event that the Optionee shall exercise this Option with
respect to less than all of the Shares of Common Stock that may be purchased
under the terms hereof, the Company shall issue to the Optionee a new Option,
duly executed by the Company and the Optionee, in form and substance identical
to this Option, for the balance of Shares of Common Stock then issuable pursuant
to the terms of this Option.

            18.4 Notwithstanding anything to the contrary contained herein,
neither the Company nor its transfer agent shall be required to issue any
fraction of a Share of Common Stock in connection with the exercise of this
Option, and the Company shall, upon exercise of this Option in whole or in part,
issue the largest number of whole Shares of Common Stock to which this Option is
entitled upon such full or partial exercise and shall return to the Optionee the
amount of the aggregate Exercise Price paid by the Optionee in respect of any
fractional Share.

            18.5 The Company may endorse such legend or legends upon the
certificates for Shares issued to the Optionee pursuant to the Plan and may
issue such "stop transfer" instructions to its transfer agent in respect of such
Shares as, in its discretion, it determines to be necessary or appropriate to:
(i) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act; (ii) implement the provisions of the Plan
and any agreement between the Company and the Optionee with respect to such
Shares; or (iii) permit


                                       7
<PAGE>

the Company to determine the occurrence of a disqualifying disposition, as
described in Section 421(b) of the Code, of Shares transferred upon exercise of
an incentive stock option granted pursuant to this Agreement and under the Plan.

            18.6 The Company shall pay all issue or transfer taxes with respect
to the issuance or transfer of Shares to the Optionee, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses which may be necessitated by the filing or
amending of a Registration Statement under the Securities Act, which fees and
expenses shall be borne by the Optionee, unless such Registration Statement
under the Securities Act has been filed by the Company for its own corporate
purposes (and the Company so states) in which event the Optionee shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
he or she receives in the Registration Statement.

            18.7 All Shares issued following exercise of the Option and the
payment of the aggregate Exercise Price in accordance with the terms of this
Agreement therefor shall be fully paid and non-assessable to the extent
permitted by law.

      19. MISCELLANEOUS

            19.1 If the Optionee loses this Agreement representing the Option
granted hereunder, or if this Agreement is stolen or destroyed, the Company
shall, subject to such reasonable terms as to indemnity as the Committee in its
sole discretion shall require, enter into a new option agreement pursuant to
which the Company shall issue a new Option, in form and substance identical to
this Option, and in substitution for, the Option so lost, stolen or destroyed,
and in the event this Agreement representing the Option shall be mutilated, the
Company shall, upon the surrender hereof, enter into a new option agreement
pursuant to which the Company shall issue a new Option, in form and substance
identical to this Option, and in substitution for, the Option so mutilated.

            19.2 This Agreement cannot be amended, supplemented or changed, and
no provision hereof can be waived, except by a written instrument making
specific reference to this Agreement and signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is sought.
A waiver of any right derived hereunder by the Optionee shall not be deemed a
waiver of any other right derived hereunder.

            19.3 This Agreement may be executed in any number of counterparts,
but all counterparts will together constitute but one agreement.

            19.4 In the event of a conflict between the terms and conditions of
this Agreement and the Plan, the terms and conditions of the Plan shall govern.

            19.5 Any dispute regarding the interpretation of this Agreement
shall be submitted by Optionee or the Company to the Committee for review. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and Optionee.


                                       8
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Optionee has executed
this Agreement in duplicate as of the Date of Grant.


                                   LANGER, INC.



                                   By: /s/ Andrew H. Meyers
                                       --------------------------
                                   Name:  Andrew H. Mayers
                                   Title: Chief Executive Officer


                                   OPTIONEE

                                   /s/ Joseph P. Ciavarella
                                   -------------------------------
                                   Name: Joseph P. Ciavarella



                                       9
<PAGE>


                                    EXHIBIT A

                                  LANGER, INC.
                     2001 STOCK INCENTIVE PLAN (THE "PLAN")
                        STOCK OPTION EXERCISE AGREEMENT

      I hereby elect to purchase the number of shares of Common Stock of Langer,
Inc. (the "Company") as set forth below:

Optionee
                           -----------------------------------------------------
Social Security Number:
                           -----------------------------------------------------
Address:
                           -----------------------------------------------------

                           -----------------------------------------------------
Type of Option:
      [ ] Incentive Stock Option          [ ] Nonqualified Stock Option

Number of Shares Purchased:
                           -----------------------------------------------------
Exercise Price per Share:
                           -----------------------------------------------------
Aggregate Exercise Price:
                           -----------------------------------------------------
Date of Option:
                           -----------------------------------------------------
Exact Name of Title to Shares:
                              --------------------------------------------------

1. DELIVERY OF EXERCISE PRICE. Optionee hereby delivers to the Company the
Aggregate Exercise Price, to the extent permitted in the Option Agreement (the
"Option Agreement"), as follows (check as applicable and complete):

[ ] in cash (by check) in the amount of $_____________________;

[ ] by cancellation of indebtedness of the Company to Optionee in the amount of
$___________________________________;

[ ] by delivery of ______________________________ fully-paid, nonassessable and
vested shares of the Common Stock of the Company owned by Optionee for at least
six (6) months prior to the date hereof (and which have been paid for within the
meaning of SEC Rule 144), or obtained by Optionee in the open public market, and
owned free and clear of all liens, claims, encumbrances or security interests,
valued at the current Fair Market Value of $____________________ per share;

[ ] by tender of a promissory note in the principal amount of
$________________________, secured by a Pledge Agreement of even date herewith
(the par value of the Shares is tendered in cash (or by check));

[ ] by the waiver hereby of compensation due or accrued to Optionee for services
rendered in the amount of $____________________________________ ;


                                       10
<PAGE>

[ ] through a "same-day-sale" commitment, delivered herewith, from Optionee and
the NASD Dealer named therein, in the amount of
$_______________________________; or

[ ] through a "margin" commitment, delivered herewith from Optionee and the NASD
Dealer named therein, in the amount of$________________________________________.

2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are also requested to enter into similar agreements. Such
agreement shall be in writing in a form satisfactory to the Company and such
underwriter. The Company is hereby entitled to impose stop-transfer instructions
with respect to the shares (or other securities) subject to the foregoing
restriction until the end of such period.

3. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES.
OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S)
OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

4. ENTIRE AGREEMENT. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Agreement, the Plan and the Option Agreement constitute
the entire agreement and understanding of the parties and supersede in their
entirety all prior understandings and agreements of the Company and Optionee
with respect to the subject matter hereof, and are governed by New York law
applicable to contracts executed and to be fully performed therein, other than
conflict of laws principles thereof directing the application of any law other
than that of New York.


Date:
      ---------------------------------    -------------------------------------
                                                      SIGNATURE OF OPTIONEE


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