CELL TECH INTERNATIONAL INC
2000 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>11
<FILENAME>ex_10-26.txt
<DESCRIPTION>2000 STOCK INCENTIVE PLAN
<TEXT>
                                  Exhibit 10.26

                      CELL TECH INTERNATIONAL INCORPORATED

                            2000 STOCK INCENTIVE PLAN

1. Definitions: As used herein, the following definitions shall apply:

      (a) "Board of Directors" shall mean the Board of Directors of the
Corporation.

      (b) "Corporation" shall mean Cell Tech International Incorporated, a
Delaware corporation, or any successor thereof.

      (c) "Discretion" shall mean in the sole discretion of the Board of
Directors, with no requirement whatsoever that the Board of Directors follow
past practices, act in a manner consistent with past practices, or treat an
employee or consultant in a manner consistent with the treatment afforded other
employees or consultants with respect to the Plan.

      (d) "Incentive Option" shall mean an option to purchase Common Stock of
the Corporation which meets the requirements set forth in the Plan and also
meets the definition of an incentive stock option within the meaning of Section
422 of the Code. The stock option agreement for an Incentive Option shall state
that the option is intended to be an Incentive Option.

      (e) "Nonemployee Director" shall mean any member of the Board of Directors
of the Corporation who otherwise (i) is not presently an employee of the
Corporation, (ii) is not a former employee still receiving compensation for
prior services (other than benefits under a tax-qualified pension plan), (iii)
was not an officer of the Corporation at any time, and (iv) is not currently
receiving remuneration from the Corporation in any capacity other than as a
director.

      (f) "Nonqualified Option" shall mean an option to purchase Common Stock of
the Corporation which meets the requirements set forth in the Plan but does not
meet the definition of an incentive stock option within the meaning of Section
422 of the Code. The stock option agreement for a Nonqualified Option shall
state that the option is intended to be a Nonqualified Option.

      (g) "Participant" shall mean any employee or consultant designated by the
Board of Directors under Paragraph 6 for participation in the Plan.

      (h) "Plan" shall mean this Cell Tech International Incorporated 2000 Stock
Incentive Plan.

      (i) "Restricted stock award" shall mean a grant of Common Stock of the
Corporation which is subject to forfeiture, restrictions against transfer, and
such other terms and conditions determined by the Board of Directors, as
provided in Paragraph 20.


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      (j) "Stock appreciation right" shall mean a right to receive the
appreciation in value, or a portion of die appreciation in value, of a specified
number of shares of the Common Stock of the Corporation, as provided in
Paragraph 13.

      (k) "Subsidiary" shall mean any corporation or similar entity in which the
Corporation owns, directly or indirectly, stock or other equity interest
("Stock") possessing more than 25% of the combined voting power of all classes
of Stock; provided, however, that an Incentive Option may be granted to an
employee of a Subsidiary only if the Subsidiary is a corporation and the
Corporation owns, directly or indirectly, 50% or more of the total combined
voting power of all classes of Stock of the Subsidiary.

2. Purpose of Plan: The purpose of the Plan is to provide employees and
consultants of the Corporation and its Subsidiaries and Nonemployee Directors
with an increased incentive to make significant and extraordinary contributions
to the long-term performance and growth of the Corporation and its Subsidiaries,
to join the interests of employees, consultants and Nonemployee Directors with
the interests of the shareholders of the Corporation, and to facilitate
attracting and retaining employees, consultants and Nonemployee Directors of
exceptional ability.

3. Administration: The Plan shall be administered by the Board of Directors.
Subject to the provisions of the Plan, the Board of Directors shall determine,
from those eligible to be Participants under the Plan, the persons to be granted
stock options, stock appreciation rights and restricted stock, the amount of
stock or rights to be optioned or granted to each such person, and the terms and
conditions of any stock options, stock appreciation rights and restricted stock.
Subject to the provisions of the Plan, the Board of Directors is authorized to
Plan, to make, amend and rescind rules and regulations relating to the Plan and
to make all other determinations necessary or advisable for the Plan's
administration. Interpretation and construction of any provision of the Plan by
the Board of Directors shall be final and conclusive.

4. Indemnification of Board Members: In addition to such other rights of
indemnification as they may have, the members of the Board of Directors shall be
indemnified by the Corporation in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan or any option, stock appreciation right or restricted stock
granted hereunder to the full extent permitted by applicable law or provided for
under the Corporation's Articles of Incorporation or Bylaws with respect to
indemnification of directors of the Corporation.

5. Maximum Number of Shares Subject to Plan: The maximum number of shares with
respect to which stock options or stock appreciation rights may be granted or
which may be awarded as restricted stock under the Plan shall 700,000 shares in
the aggregate of Common Stock of the Corporation. The number of shares with
respect to which a stock appreciation right is granted, but not the number of
shares which the Corporation delivers or could deliver to a Participant upon
exercise of a stock appreciation right, shall be charged against the aggregate
number of shares remaining available under the Plan; provided, however, that in
the case of a stock appreciation right granted in conjunction with a stock
option under circumstances in which the exercise of the stock appreciation right
results in termination of the stock option and vice versa,


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only the number of shares subject to the stock option shall be charged against
the aggregate number of shares remaining available under the Plan. If a stock
option or stock appreciation right expires or terminates for any reason (other
than termination as a result of the exercise of a related right) without having
been fully exercised, or if shares of restricted stock are forfeited, the number
of shares with respect to which the stock option or stock appreciation right was
not exercised at the time of its expiration or termination, and the number of
forfeited shares of restricted stock, shall again become available for the grant
of stock options or stock appreciation rights, or the award of restricted stock,
under the Plan, unless the Plan shall have been terminated.

      The number of shares subject to each outstanding stock option, stock
appreciation right or restricted stock award, the option price with respect to
outstanding stock options, the grant value with respect to outstanding stock
appreciation rights and the aggregate number of shares remaining available under
the Plan shall be subject to such adjustment as the Board of Directors, in its
Discretion, deems appropriate to reflect such events as stock dividends, stock
splits, recapitalizations, mergers, consolidations or reorganizations of or by
the Corporation; provided, however, that no fractional shares shall be issued
pursuant to the Plan, no rights may be granted under the Plan with respect to
fractional shares, and any fractional shares resulting from such adjustments
shall be eliminated from any outstanding stock option, stock appreciation right,
or restricted stock award.

6. Participants: The Board of Directors shall determine and designate from time
to time, in its Discretion, those employees and consultants of the Corporation
or any Subsidiary to receive stock options, stock appreciation rights, or
restricted stock who, in the judgment of the Board of Directors, are or will
become responsible for the direction and financial success of the Corporation or
any Subsidiary; provided, however, that Incentive Options may be granted only to
employees of the Corporation or of a Subsidiary and, in the case of employees of
a Subsidiary, only if (i) the Corporation owns, directly or indirectly, 50% or
more of the total combined voting power of all classes of Stock of the
Subsidiary, and (ii) the Subsidiary is a corporation. For the purposes of the
Plan, employees shall include officers and directors who are also employees of
the Corporation or any Subsidiary.

7. Written Agreement: Each stock option, stock appreciation right and restricted
stock award shall be evidenced by a written agreement (each an "Award
Agreement") containing such provisions as may be approved by the Board of
Directors. Each such Award Agreement shall constitute a binding contract between
the Corporation and the Participant or Nonemployee Director and every
Participant or Nonemployee Director, upon acceptance of such Award Agreement,
shall be bound by the terms and restrictions of the Plan and of such Award
Agreement. The terms of each such Award Agreement shall be in accordance with
the Plan, but each Award Agreement may include additional provisions and
restrictions determined by the Board of Directors, in its Discretion, provided
that such additional provisions and restrictions are not inconsistent with the
terms of the Plan.

8. Allotment of Shares: The Board of Directors shall determine and fix, in its
Discretion, the number of shares of Common Stock with respect to which a
Participant may be granted stock options and stock appreciation rights and the
number of shares of restricted stock which a


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Participant may be awarded; provided, however, that no Incentive Option may be
granted under the Plan to any one Participant which would result in the
aggregate fair market value, determined as of the date the option is granted, of
underlying stock with respect to which incentive stock options are exercisable
for the first time by such Participant during any calendar year under any plan
maintained by the Corporation (or any parent or subsidiary corporation of the
Corporation) exceeding $100,000.

9. Nonemployee Director Awards: Each Nonemployee Director who was serving as a
member of the Board of Directors on the date the Plan was adopted shall
automatically be granted on such date an option to purchase 15,000 shares of
Common Stock of the Corporation (subject to adjustment as provided in Paragraph
5) ("Initial Nonemployee Director Options"). Moreover, beginning with the first
annual meeting of the stockholders of the Corporation after the date the Plan is
adopted by the Board and provided that a sufficient number of shares remain
available under the Plan, each year on the date of the annual meeting of the
stockholders of the Corporation there shall automatically be granted to each
Nonemployee Director who is serving on or elected to the Board of Directors on
such date an option to purchase 10,000 shares of Common Stock of the Corporation
(subject to adjustment as provided in Paragraph 5) ("Regular Nonemployee
Director Options"). The options to be issued to Nonemployee Directors under the
Plan shall be Nonqualified Options.

10. Stock Options: Subject to the terms of the Plan, the Board of Directors, in
its Discretion, may grant to Participants either Incentive Options or
Nonqualified Options or my combination thereof. Each option granted under the
Plan shall designate the number of shares covered thereby, if any, with respect
to which the option is an Incentive Option, and the number of shares covered
thereby, if any, with respect to which the option is a Nonqualified Option.

11. Stock Option Price: Subject to the rules set forth in this Paragraph 11, at
the time any stock option is granted, the Board of Directors, in its Discretion,
shall establish the price per share for which the shares covered by the option
may be purchased. With respect to an Incentive Option, such option price shall
not be less than 100% of the fair market value of the stock on the date on which
such option is granted; provided, however, that with respect to an Incentive
Option granted to an employee who at the time of the grant owns (after applying
the attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting stock of the Corporation or of any parent or subsidiary, the
option price shall not be less than 110% of the fair market value of the stock
on the date such option is granted. With respect to a Nonqualified Option, the
option price shall not be less than 100% of the fair market value of the stock
on the date upon which such option is granted. Fair market value of a share
shall be determined by the Board of Directors and, now that the Corporation is
publicly traded, may be determined by taking the mean between the highest and
lowest quoted selling prices of the Corporation's Common Stock on any exchange
or other market on which the shares of Common Stock of the Corporation shall be
traded on such date, or if there are no sales on such date, on the next
following day on which there are sales. The option price of Initial Nonemployee
Director Options shall be equal to the initial public offering price of the
Common Stock. The option price shall be subject to adjustment in accordance with
the provisions of Paragraph 5 of the Plan.


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12. Payment of Stock Option Price: To exercise in whole or in part my stock
option granted hereunder, payment of the option price in full in cash or with
the consent of the Board of Directors, in Common Stock of the Corporation or by
at promissory note payable to the order of the Corporation in a form acceptable
to the Board of Directors, shall be made by the Participant or Nonemployee
Director for all shares so purchased. Such payment may, with the consent of the
Board of Directors, also consist of a cash down payment and delivery of such
promissory note in the amount of the unpaid exercise price. In the Discretion of
and subject to such conditions as may be established by the Board of Directors,
payment of the option price may also be made by the Corporation retaining from
the shares to be delivered upon exercise of the stock option that number of
shares having a fair market value on the date of exercise equal to the option
price of the number of shares with respect to which the Participant or
Nonemployee Director exercises the stock option. Such payment may also be made
in such other manner as the Board of Directors determines is appropriate, in its
Discretion. No Participant or Nonemployee Director shall have any of the rights
of a shareholder of the Corporation under any stock option until the actual
issuance of shares to said Participant or Nonemployee Director, and prior to
such issuance no adjustment shall be made for dividends, distributions or other
rights in respect of such shares, except as provided in Paragraph 5.

13. Stock Appreciation Rights: Subject to the terms of the Plan, the Board of
Director's may grant stock appreciation rights to Participants either in
conjunction with, or independently of, any stock options granted under the Plan.
A stock appreciation right granted in conjunction with a stock option may be an
alternative right wherein the exercise of the stock option terminates the stock
appreciation right to the extent of the number of shares purchased upon exercise
of the stock option and, correspondingly, the exercise of the stock appreciation
right terminates the stock option to the extent of the number of shares with
respect to which the stock appreciation right is exercised. Alternatively, a
stock appreciation right granted in conjunction with a stock option may be an
additional right wherein both the stock appreciation right and the stock option
may be exercised. A stock appreciation right may not be granted in conjunction
with an Incentive Option under circumstances in which the exercise of the stock
appreciation right affects the right to exercise the Incentive Option or vice
versa, unless the stock appreciation right, by its terms, meets all of the
following requirements:

      (a) the stock appreciation right will expire no later than the Incentive
Option;

      (b) the stock appreciation right may be for no more than the difference
between the option price of the Incentive Option and the fair market value of
the shares subject to the Incentive Option at the time the stock appreciation
right is exercised;

      (c) the stock appreciation right is transferable only when the Incentive
Option is transferable and under the same conditions;

      (d) the stock appreciation right may be exercised only when the Incentive
Option is eligible to be exercised; and

      (e) the stock appreciation right may be exercised only when the fair
market value of the shares subject to the Incentive Option exceeds the option
price of the Incentive Option.


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      Upon exercise of a stock appreciation right, a Participant shall be
entitled to receive, without payment to the Corporation (except for applicable
withholding taxes), an amount equal to the excess of or, in the Discretion of
the Board of Directors if provided in the Award Agreement, a portion of the
excess of (i) the then aggregate fair market value of the number of shares with
respect to which the Participant exercises the stock appreciation right, over
(ii) the aggregate fair market value of such number of shares at the time the
stock appreciation right was granted. This amount shall be payable by the
Corporation, in the Discretion of the Board of Directors, in cash or in shares
of Common Stock of the Corporation or any combination thereof.

14. Granting and Vesting of Stock Options and Stock Appreciation Rights:

      (a) Subject to the provisions of this Paragraph 14, each stock option and
stock appreciation right granted hereunder to a Participant: shall be
exercisable at any such time or times or in any such installments as may be
determined by the Board of Directors at the time of the grant; provided,
however, no such stock option or stock: appreciation right may be exercisable
prior to the expiration of six months from the date of grant unless the
Participant dies or becomes disabled prior thereto.

      (b) Subject to the provisions of this Paragraph 14, (i) Initial
Nonemployee Director Options shall become exercisable with respect to 100% of
the underlying shares on the date of grant. Regular Nonemployee Director Options
shall become exercisable with respect to 33-1/3% of the underlying shares on the
date of grant, 66-2/3% of the underlying shares one year after the date of grant
and 100% of the shares underlying shares two years after the date of grant;
provided, however, that if a Nonemployee Director's service as a member of the
Board of Directors terminates by reason of death or disability, then a stock
option granted to such Nonemployee Director shall become exercisable in full as
of the date of such termination.

      (c) A Participant may exercise a stock option or stock appreciation right,
if then exercisable, and a Nonemployee Director may exercise a stock option, if
then exercisable, in whole or in part by delivery to the Corporation of written
notice of the exercise, in such form as the Board of Directors may prescribe,
accompanied, in the case of a stock option, by (i) payment for the shares with
respect to which the stock option is exercised in accordance with Paragraph 12
or (ii) in the Discretion of the Board of Directors, irrevocable instructions to
a stockbroker to promptly deliver to the Corporation full payment for the shares
with respect to which the stock option is exercised from the proceeds of the
stockbroker's sale of or loan against the shares.

      (d) Successive stock options and stock appreciation rights may be granted
to the same Participant, whether or not the stock option(s) and stock
appreciation right(s) previously granted to such Participant remain unexercised.
A Participant may exercise a stock option or a stock appreciation right, if then
exercisable, notwithstanding that stock options and stock appreciation rights
previously granted to such Participant remain unexercised. Successive stock
options may be granted to the same Nonemployee Director, whether or not the
stock option(s) previously granted to such Nonemployee Director remain
unexercised. A Nonemployee Director may exercise a stock option, if then
exercisable, notwithstanding that stock options previously granted to such
Nonemployee Director remain unexercised.


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15. Nontransferability of Stock Options and Stock Appreciation Rights: No stock
option or stock appreciation right granted under the Plan to a Participant or
Nonemployee Director shall be transferable by such Participant or Nonemployee
Director otherwise than by will or by the laws of descent and distribution, and
stock options and stock appreciation rights shall be exercisable, during the
lifetime of the Participant or Nonemployee Director, only by the Participant or
Nonemployee Director.

16. Term of Stock Options and Stock Appreciation Rights: If not sooner
terminated, each stock option and stock appreciation right granted hereunder
shall expire not more than 10 years from the date of the granting thereof,
provided, however, that with respect to an Incentive Option or a related stock
appreciation right granted to a Participant who, at the time of the grant, owns
(after applying the attribution rules of Section 424(d) of the Code) more than
10% of the total combined voting stock of all classes of stock of the
Corporation or of any parent or subsidiary such option and stock appreciation
right (if any) shall expire not more than five (5) years after the date of
granting thereof.

17. Continuation of Employment or Service: The Board of Directors may require,
in its Discretion, that any Participant or Nonemployee Director to whom a stock
option or stock appreciation right shall be granted shall agree in writing as a
condition of the granting of such stock option or stock appreciation right to
remain in the employ or as a consultant of the Corporation or a Subsidiary, or
continue serving on the Board of Directors, for a designated minimum period from
the date of grant of such stock option or stock appreciation right as shall be
fixed by the Board of Directors.

18. Termination of Employment of Participants: Except as provided below, stock
options and stock appreciation rights granted to a Participant may be exercised
only while the Participant is an employee or consultant of the Corporation or a
Subsidiary. If the employment or consultancy of a Participant by the Corporation
or a Subsidiary shall terminate, the Board of Directors may, in its Discretion,
permit the exercise of stock options and stock appreciation rights granted to
such Participant (i) for a period not to exceed three months following
termination of employment with respect to Incentive Options or related stock
appreciation rights if termination of employment is not due to death or
permanent disability of the Participant, (ii) for a period not to exceed one
year following termination of employment with respect to Incentive Options or
related stock appreciation rights if termination of employment is due to the
death or permanent disability of the Participant, and (iii) for a period not to
extend beyond the expiration date with respect to Nonqualified Options or
related or independently granted stock appreciation rights. In no event,
however, shall a stock option or stock appreciation right be exercisable
subsequent to its expiration date and, furthermore, unless the Board of
Directors in its Discretion determines otherwise, a stock option or stock
appreciation right may be exercised after termination of a Participant's
employment or consultancy only to the extent exercisable on the date of
termination of employment or consultancy or to the extent exercisable as a
result of the reason for termination of employment or consultancy. The period of
time, if any, a Participant shall have to exercise stock options or stock
appreciation rights upon termination of employment or consultancy shall be set
forth in the Award Agreement.


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19. Termination of Service of Nonemployee Directors: If the membership of a
Nonemployee Director on the Board of Directors terminates by reason of death or
disability, a stock option granted to such Nonemployee Director may be exercised
for a period of twelve months after such termination. If the membership of a
Nonemployee Director on the Board of Directors terminates for any reason other
than death or disability, a stock option granted to such Nonemployee Director
may be exercised for a period of sixty days after such termination. In no event,
however, shall a stock option be exercisable subsequent to its expiration date
and, furthermore, a stock option may be exercised after termination of a
Nonemployee Director's membership on the Board of Directors only to the extent
exercisable on the date of such termination.

20. Restricted Stock Awards: Subject to the terms of the Plan, the Board of
Directors may award shares of restricted stock to Participants. All shares of
restricted stock granted to Participants under the Plan shall be subject to the
following terms and conditions (and to such other terms and conditions
prescribed by the Board of Directors):

      (a) At the time of each award of restricted shares, there shall be
established for the shares a restricted period, which shall be no less than six
months and no greater than five years. Such restricted period may differ among
Participants and may have different expiration dates with respect to portions of
shares covered by the same award.

      (b) Shares of restricted stock awarded to Participants may not be sold,
assigned, transferred, pledged, hypothecated or otherwise encumbered during the
restricted period applicable to such shares. Except for such restrictions on
transfer, a Participant shall have all of the rights of a shareholder in respect
of restricted shares awarded to him or her including, but not limited to, the
right to receive any dividends on, and the right to vote, the shares.

      (c) If a Participant ceases to be an employee or consultant of the
Corporation or a Subsidiary for any reason (voluntary or involuntary, and with
or without cause) other than death or permanent disability, all shares
theretofore awarded to die Participant which are still subject to the
restrictions imposed by Paragraph 20(b) shall upon such termination of
employment or consultancy be forfeited and transferred back to the Corporation,
without payment of any consideration by the Corporation. In the event such
employment or consultancy is terminated by action of the Corporation or a
Subsidiary without cause or by agreement between the Corporation or a Subsidiary
and the Participant, however, the Board of Directors may, in its Discretion,
release some or all of the shares from the restrictions.

      (d) If a Participant ceases to be an employee or consultant of the
Corporation or a Subsidiary by reason of death or permanent disability, the
restrictions imposed by Paragraph 20(b) shall lapse with respect to shares then
subject to such restrictions, unless otherwise determined by the Board of
Directors.

      (c) Stock certificates shall be issued in respect of shares of restricted
stock awarded hereunder and shall be registered in the name of the Participant.
Such certificates shall be deposited with the Corporation or its designee,
together with a stock power endorsed in blank, and, in the Discretion of the
Board of Directors, a legend shall be placed upon such certificates


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reflecting that the shares represented thereby are subject to restrictions
against transfer and forfeiture.

      (f) At the expiration of the restricted period applicable to the shares,
the Corporation shall deliver to the Participant or the legal representative of
the Participant's estate the stock certificates deposited with it or its
designee, and as to which the restricted period his expired. If a legend has
been placed on such certificates, the Corporation shall cause such certificates
to be reissued without the legend.

      In the case of events such as stock dividends, stock splits
recapitalizations, mergers, consolidations or reorganizations of or by the
Corporation, any stock, securities or other property which a Participant
receives or is entitled to receive by reason of his or her ownership of
restricted shares shall, unless otherwise determined by the Board of Directors,
be subject to the same restrictions applicable to the restricted shares and
shall be deposited with the Corporation or its designee.

21. Investment Purpose: If the Board of Directors in its Discretion determines
that as a matter of law such procedure is or may be desirable, it may require a
Participant or Nonemployee Director, upon any acquisition of Common Stock
hereunder (whether by reason of the exercise of stock options or stock
appreciation rights or the award of restricted stock) and as a condition to the
Corporation's obligation to issue or deliver certificates representing such
Common Stock, to execute and deliver to the Corporation a written statement, in
form satisfactory to the Board of Directors, representing and warranting that
the Participant's or Nonemployee Director's acquisition of shares of stock shall
be for such person's own account, for investment and not with a view to the
resale or distribution thereof and that any subsequent offer for sale or sale of
any such shares shall be made either pursuant to (a) 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 respect to the shares being offered and sold, or (b) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption the Participant or Nonemployee Director shall, prior to
any offer for sale or sale of such shares, obtain a favorable written opinion
from counsel for or approved by the Corporation as to the availability of such
exemption. The Corporation may endorse an appropriate legend referring to the
foregoing restriction upon the certificate or certificates representing any
shares issued or transferred to a Participant or Nonemployee Director under the
Plan.

22. Rights to Continued Employment or Membership on Board of Directors: Nothing
contained in the Plan or in any stock option, stock appreciation right or
restricted stock granted or awarded pursuant to the Plan, nor any action taken
by the Board of Directors hereunder, shall confer upon any Participant or
Nonemployee Director any right with respect to continuation of employment or
consultancy, in the case of Participants, or membership on the Board of
Directors, in the case of Nonemployee Directors. Nothing contained in the Plan
or in any stock option granted pursuant to the Plan, nor any action taken by the
Board of Directors hereunder, shall interfere in any way with the right of the
Corporation to terminate such person's employment, consultancy or membership on
the Board of Directors, as the case may be, at any


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time, subject to the provisions of any employment or consulting agreement
between such person and the Corporation.

23. Withholding Payments: If upon the exercise of a Nonqualified Option or stock
appreciation right, or upon the award of restricted stock or the expiration of
restrictions applicable to restricted stock, or upon a disqualifying disposition
(within the meaning of Section 422 of the Code) of shares acquired upon exercise
of an Incentive Option, there shall be payable by the Corporation or a
Subsidiary any amount for income tax withholding, in the Board of Directors'
Discretion, either the Corporation shall reduce the amount of Common Stock or
cash to be delivered or paid to the Participant or Nonemployee Director by an
appropriate amount or the Participant or Nonemployee Director shall pay an
amount equal to the amount required to be paid for income tax withholding to the
Corporation or Subsidiary to reimburse it for such income tax withholding. The
Board of Directors may, in its Discretion, permit Participants and Nonemployee
Directors to satisfy such withholding obligations, in whole or in part, by
electing to have the amount of Common Stock delivered or deliverable by the
Corporation upon exercise of a stock option or stock appreciation right or upon
award of restricted stock reduced, or by electing to tender Common Stock back to
the Corporation subsequent to exercise of a stock option or stock appreciation
right or award of restricted stock, to reimburse the Corporation or a Subsidiary
for such income tax withholding, subject to such rules and regulations as the
Board of Directors may adopt The Board of Directors my make such other
arrangements with respect to income tax withholding as it shall determine.

24. Effectiveness of Plan: The Plan shall be effective as of the date the Board
of Directors of the Corporation adopts the Plan, provided that the shareholders
of the Corporation approve the Plan within 12 months of its adoption by the
Board of Directors. Stock options, stock appreciation rights and restricted
stock may be granted or awarded prior to shareholder approval of the Plan, but
each such stock option, stock appreciation right or restricted stock grant or
award shall be subject to shareholder approval of the Plan. No stock option or
stock appreciation right may be exercised prior to shareholder approval, and any
restricted stock awarded is subject to forfeiture if such shareholder approval
is not obtained.

25. Termination, Duration and Amendments of Plan: The Plan may be abandoned or
terminated at any time by the Board of Directors of the Corporation. Unless
sooner terminated, the Plan shall terminate on the date ten years after its
adoption by the Board of Directors, and no stock options, stock appreciation
rights or restricted stock may be granted or awarded thereafter. The termination
of the Plan shall not affect the validity of any stock option, stock
appreciation right or restricted stock outstanding on the date of termination.

      The Board of Directors shall have the right, with or without approval of
the shareholders of the Corporation, to amend or revise the terms of the Plan
for any lawful purpose and at any time, but not more frequently than once in any
six month period, except to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder; provided, however, that
no such amendment or revision shall (i) without approval or ratification of the
shareholders of the Corporation (A) increase the maximum number of shares in the
aggregate which are subject to the Plan (subject, however, to the provisions of
Paragraph 5), (B) increase the maximum number of shares for which any
Participant or Nonemployee Director may be


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granted stock options, stock appreciation rights or awarded restricted stock
under the Plan (except as contemplated by Paragraph 5), (C) change the class of
persons eligible to participate in the Plan, or (D) materially increase the
benefits accruing to Participants or Nonemployee Directors under the Plan, or
(ii) without the consent of the holder thereof, change the stock option prim
(except as contemplated by Paragraph 5) or alter or impair any stock option,
stock appreciation right or restricted stock which shall have been previously
granted or awarded under the Plan.

As adopted by the Board of Directors as of February 14, 2000.


                                      107

</TEXT>
</DOCUMENT>
