WESTECH CAPITAL CORP
FIRST AMENDED/RESTATED 1999 STOCK OPTION PLAN
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<TYPE>EX-10.1
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<FILENAME>d04310exv10w1.txt
<DESCRIPTION>FIRST AMENDED/RESTATED 1999 STOCK OPTION PLAN
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                                                                    EXHIBIT 10.1

                           FIRST AMENDED AND RESTATED

                              WESTECH CAPITAL CORP.

                             1999 STOCK OPTION PLAN

         A.       Westech Capital Corp., a New York corporation (the "NEW YORK
COMPANY"), previously adopted the Westech Capital Corp. 1999 Stock Option Plan
(the "ORIGINAL PLAN");

         B.       As of October 24, 2000, pursuant to an Agreement and Plan of
Merger (the "PLAN OF MERGER"), the New York Company merged with and into Westech
Capital Corp., a Delaware corporation (the "COMPANY"), for the purpose of
changing the New York Company's state of incorporation to Delaware;

         C.       The New York Company's directors and shareholders have adopted
an amendment to the Original Plan to increase the amount of shares which are
available for issuance under the Original Plan from 3,000,000 to 4,000,000
shares.

         D.       Pursuant to Section 12 of the Original Plan and the Plan of
Merger, the Original Plan is hereby amended and restated to reflect the
aforementioned changes (as amended from time to time, the "PLAN").

         SECTION 1.        ESTABLISHMENT The Plan was established for employees,
directors, and consultants of the Company and its Subsidiaries. Options granted
to an optionee under the Plan shall be either Incentive Stock Options or
Nonqualified Stock Options.

         SECTION 2.        PURPOSE. The purpose of the Plan is to strengthen the
ability of the Company and its Subsidiaries to attract, motivate, compensate,
and retain employees, directors, and consultants of the Company and its
Subsidiaries by providing a means for such persons to acquire a proprietary
interest in the Company and to participate in the growth of the Company through
ownership of common stock of the Company. The Plan furnishes additional
incentives to those persons responsible for the success of the Company and its
Subsidiaries, and thereby serves as an incentive for long and short-term
performance intended to enhance stockholders' investment in the Company.

         SECTION 3.        DEFINITIONS.

                  (a)      "AWARD" means the grant of an Option pursuant to the
         Plan.

                  (b)      "BOARD" means the Board of Directors of the Company.

                  (c)      "CHANGE OF CONTROL" shall have the meaning set forth
         in Section 11(b).

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                  (d)      "CODE" means the Internal Revenue Code of 1986, as
         amended from time to time.

                  (e)      "COMMITTEE" means the Committee established by the
         Board to administer the Plan, as such Committee may be constituted from
         time to time; provided, however, membership on the Committee shall be
         limited to "Non-Employee Directors" (as that term is defined in Rule
         16b-3 (or any successor to such rule) promulgated under the Exchange
         Act) who are also "outside directors," as required pursuant to Section
         162(m) of the Code and such Treasury regulations as may be promulgated
         thereunder; and provided further, the Committee will consist of not
         less than two (2) directors. All members of the Committee will serve at
         the pleasure of the Board.

                  (f)      "COMPANY" means Westech Capital Corp., a Delaware
         corporation, and any successor thereto.

                  (g)      "DATE OF GRANT" means the date on which an Award is
         granted as determined in accordance with the rules set forth in
         Treasury Regulation Section 1.421-7(c).

                  (h)      "EXCHANGE ACT" means the Securities Exchange Act of
         1934, as amended.

                  (i)      "FAIR MARKET VALUE" means the fair market value of
         the Stock, determined as follows:

                           (i)      if the Stock is actively traded on any
                  national securities exchange or is included on the National
                  Market System of the National Association of Securities
                  Dealers Automated Quotation System, Fair Market Value shall be
                  the average of the high and low prices of the Stock as
                  reported for the date the Award is granted or, if no sale of
                  the Stock shall have been made on that day, the next preceding
                  day on which there was a sale of Stock; or

                           (ii)     if the price for the Stock is not reported
                  in the manner described in subsection (i) above, Fair Market
                  Value shall be determined by the Committee; provided, however,
                  that with respect to Incentive Stock Options, Fair Market
                  Value must be determined in accordance with Section 422 of the
                  Code.

                  (j)      "INCENTIVE STOCK OPTION" means an Option granted
         under the Plan which is designated by the Committee as an incentive
         stock option and which complies with the requirements of Section 422 of
         the Code, as amended from time to time.

                  (k)      "NONQUALIFIED STOCK OPTION" means an Option granted
         under the Plan which is not an Incentive Stock Option.

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                  (l)      "OPTION" means an award granted under the Plan in the
         form of a right to purchase Stock, evidenced by a Stock Option
         Agreement containing such provisions as the Committee may establish.

                  (m)      "PLAN" means this First Amended and Restated Westech
         Capital Corp. 1999 Stock Option Plan, as amended from time to time.

                  (n)      "STOCK" means the Common Stock, par value $.001 per
         share, of the Company and any shares of capital stock or other
         securities hereafter issued or issuable upon, in respect of, or in
         substitution or exchange for, shares of such Common Stock.

                  (o)      "STOCK OPTION AGREEMENT" means the agreement, entered
         into between the Company and an optionee, evidencing an Option.

                  (p)      "SUBSIDIARY" shall mean a "subsidiary" of the Company
         as such term is defined in Section 424(f) of the Code.

                  (q)      "TEN PERCENT OWNER" means a person who, on the Date
         of Grant of an Incentive Stock Option, owns stock possessing more than
         ten percent (10%) of the total combined voting power of all classes of
         stock of the Company, its parent corporation (as defined in Section
         424(e) of the Code), or a Subsidiary, applying the ownership
         attribution rules of Section 424(d) of the Code.

         SECTION 4.        ADMINISTRATION. The Plan shall be administered by the
Committee, which shall have the following powers:

                  (a)      As to each Award, the Committee shall have the full
         and final authority and discretion to determine: (i) the persons to
         whom Awards are to be granted; (ii) whether an Option shall be an
         Incentive Stock Option or a Nonqualified Stock Option or both; (iii)
         the number of shares of Stock subject to each Award; (iv) the time or
         times at which Awards shall be granted; (v) the exercise or purchase
         price of the shares of Stock subject to each Award; and (v) the time or
         times when each Option shall become exercisable and the duration of the
         exercise period, which shall not exceed the maximum period specified in
         Section 7.

                  (b)      As to the Plan, the Committee shall have the
         authority (i) to exercise all of the powers granted to it under the
         Plan; (ii) to construe, interpret and implement the Plan and any Stock
         Option Agreements; (iii) to prescribe, amend and rescind rules and
         regulations relating to the Plan; (iv) to make all determinations
         necessary or advisable in administering the Plan; and (v) to correct
         any defect, supply any omission and reconcile any inconsistency in the
         Plan.

                  (c)      Without limiting the Board's right to amend the Plan
         pursuant to Section 12, the Board may take all actions authorized by
         this Section 4, including, without limitation, granting such Awards
         pursuant to the Plan as the Board deems desirable.

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                  (d)      The determination of the Committee (or the Board) on
         all matters relating to the Plan or any Stock Option Agreement shall be
         conclusive. Proceedings by the Board with respect to this Plan will be
         conducted in accordance with the Articles of Incorporation and Bylaws
         of the Company. A majority of the Committee members shall constitute a
         quorum for action by the Committee. All determinations of the Committee
         shall be made by not less than a majority of its members. In the event
         of a conflict between any decision of the Committee and of the Board,
         the decision of the Board shall be controlling.

         SECTION 5.        ELIGIBILITY. Eligibility for participation in the
Plan shall be confined to employees, directors, and consultants of the Company
and its Subsidiaries who are designated by the Committee (or the Board). In
making any determination as to the persons to whom Awards are granted, the type
of Award, and/or the number of shares of Stock to be issued pursuant to the
Award, the Committee (or the Board) shall consider the position and
responsibilities of the person; the importance of the person to the Company; the
duties of the person; the past, present, and potential contributions of the
person to the growth and success of the Company and its Subsidiaries; and such
other factors as the Committee (or the Board) may deem relevant in accomplishing
the purposes of the Plan.

         SECTION 6.        STOCK AVAILABLE UNDER THE PLAN.

                  (a)      The aggregate number of shares of Stock for which
         Awards may be granted under the Plan shall not exceed 4,000,000 shares,
         unless increased or decreased by reason of changes in the
         capitalization of the Company as provided in Section 10 or by amendment
         of the Plan. The shares of Stock issued pursuant to the Plan may be, at
         the discretion of the Committee, authorized but unissued shares or
         previously issued and reacquired shares of Stock held by the Company as
         treasury shares.

                  (b)      If an Option granted under this Plan shall expire or
         terminate unexercised as to any shares of Stock covered thereby, such
         shares shall thereafter be available for the granting of other Awards
         under this Plan.

         SECTION 7.        TERMS AND CONDITIONS OF OPTIONS. Each Option granted
under the Plan shall be evidenced by a Stock Option Agreement in such form as is
consistent with the Plan and as the Committee shall determine; provided that
each Stock Option Agreement shall clearly and separately identify Incentive
Stock Options and Nonqualified Stock Options and that the substance of the
following terms and conditions shall be included therein:

                  (a)      Exercise Price. The price at which each share of
         Stock covered by such Option may be purchased shall be determined by
         the Committee (or the Board). With respect to Incentive Stock Options,
         the exercise price shall not be less than one hundred percent (100%) of
         the Fair Market Value of the Stock on the Date of Grant. With respect
         to Incentive Stock Options awarded to Ten Percent Owners, the exercise
         price shall not be less than one hundred ten percent (110%) of the Fair
         Market Value of the Stock on the Date of Grant.

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                  (b)      Term of Options. Notwithstanding anything herein to
         the contrary, no Option shall be exercisable after the expiration of
         ten (10) years from its Date of Grant or from such earlier time as is
         provided in the Stock Option Agreement. Notwithstanding anything herein
         to the contrary, with respect to an Incentive Stock Option granted to a
         Ten Percent Owner, such Option shall not be exercisable after the
         expiration of five (5) years from its Date of Grant or from such
         earlier time as is provided in the Stock Option Agreement.

                  (c)      Exercise of Option by an Employee. Subject to
         Subsections (d) and (e) below, an Option awarded to an employee of the
         Company or a Subsidiary and any right related thereto, if exercisable
         by the optionee, may be exercised (subject however, to the provisions
         of Subsection (g) below) only if the optionee has been an employee of
         the Company or a Subsidiary at all times during the period beginning
         with the Date of Grant of the Option and ending on the date that is
         three months before the date of such exercise; provided however, that
         in the case of an optionee who terminates employment with the Company
         due to total and permanent disability, the three-month period shall be
         extended to six (6) months. An optionee's employment relationship with
         the Company or a Subsidiary will be considered to continue during a
         leave of absence to the extent so provided in the personnel policies of
         the Company or Subsidiary; provided that with respect to an Incentive
         Stock Option, such employment relationship shall not be considered
         continued for a period exceeding that set forth in Treasury Regulation
         Section 1.421-7(h)(2).

                  (d)      Death of Optionee who is an Employee. In the event of
         the death of an optionee while the optionee is in the employ of the
         Company or a Subsidiary (or within three months after the optionee's
         termination of employment with the Company or a Subsidiary), any Option
         then held by the optionee shall, subject to the provisions of
         Subsection (g) below, be exercisable during the six-month period
         immediately following such death. In such case, the Option may only be
         exercised by the executor or administrator of the optionee's estate or
         by the person or persons to whom the optionee's rights under the Option
         pass by the optionee's will or the laws of descent and distribution;
         provided that in no event shall an Option be exercisable more than ten
         (10) years after its Date of Grant.

                  (e)      Termination of Employment for Cause. In the event
         that any optionee who is an employee of the Company or a Subsidiary
         shall be dismissed from the employ of the Company or a Subsidiary for
         any reason which, in the opinion of the Board (or the Committee if so
         authorized by the Board), shall constitute good cause for dismissal,
         any Option held by such person at such time shall automatically
         terminate and shall not be exercisable as of such dismissal. The
         decision of the Board (or the Committee if so acting) as to what shall
         constitute good cause for dismissal shall be final and binding upon all
         concerned.

                  (f)      Exercise of Option by Consultant or Non-Employee
         Director.

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                           (i)      Subject to Subsections (f)(ii) and (f)(iii)
                  below, an Option awarded to a consultant or non-employee
                  director of the Company or a Subsidiary and any right related
                  thereto, if exercisable by the optionee, may be exercised
                  (subject, however, to the provisions of Subsection (g) below)
                  only if the optionee has had a director or consultant
                  relationship with the Company or a Subsidiary at all times
                  during the period beginning with the Date of Grant of the
                  Option and ending on the date that is three months before the
                  date of such exercise; provided, however, that in the case of
                  an optionee who terminates such relationship with the Company
                  due to total and permanent disability, the three-month period
                  shall be extended to six (6) months.

                           (ii)     In the event of the death of an optionee
                  while the optionee is a consultant or non-employee director of
                  the Company or a Subsidiary (or within three months after the
                  optionee's termination of such a relationship with the Company
                  or a Subsidiary), any Option then held by the optionee shall,
                  subject to the provisions of Subsection (g) below, be
                  exercisable during the six-month period immediately following
                  such death. In such case, the Option may only be exercised by
                  the executor or administrator of the optionee's estate or by
                  the person or persons to whom the optionee's rights under the
                  Option passed by the optionee's will or the laws of descent
                  and distribution; provided that in no event shall an Option be
                  exercisable more than ten (10) years after its Date of Grant.

                           (iii)    In the event that any optionee who is a
                  consultant or non-employee director of the Company or a
                  Subsidiary shall be dismissed from such relationship with the
                  Company or a Subsidiary for any reason which, in the opinion
                  of the Board (or the Committee if so authorized by the Board),
                  shall constitute good cause for dismissal, any Option held by
                  such person at such time shall automatically terminate and
                  shall not be exercisable as of such dismissal. The decision of
                  the Board (or the Committee if so acting) as to what shall
                  constitute good cause for dismissal shall be final and binding
                  upon all concerned.

                  (g)      Execution of Stock Option Agreement. After the
         effective date of the Plan, the Committee (or the Board) may grant
         Options pursuant to the Plan at any time. Within thirty (30) days after
         the Date of Grant, the Company shall notify the optionee of the grant
         of the Option, and submit to the optionee a Stock Option Agreement duly
         executed by and on behalf of the Company, with the request that the
         optionee execute and return the Stock Option Agreement within thirty
         (30) days thereafter. If the optionee shall fail to return the executed
         Stock Option Agreement within such thirty (30) day period, such
         person's Option shall automatically terminate and no longer be
         exercisable.

                  (h)      Periods of Exercise. An Option shall be exercisable
         in whole or in part at such times as may be determined by the Committee
         (or the Board) and stated in the Stock Option Agreement. The Committee
         shall have the authority to prescribe upon the granting of an

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         Option the schedule (if any) under which Options will become
         exercisable by each optionee and the conditions of any such exercise.
         Except as provided otherwise in this Section 7, to the extent that any
         installment of an Option has become exercisable it may be exercised
         thereafter, until termination of the Option, in whole or in part at any
         time or from time to time.

                  (i)      Notice of Exercise. An Option shall be exercised by
         written notice of exercise, in the form prescribed by the Committee,
         delivered to the Company in such manner as the Committee may designate.
         The notice shall specify the number of shares of Stock for which the
         Option is being exercised and whether the Option being exercised is an
         Incentive Stock Option or a Nonqualified Stock Option. Each such notice
         of exercise shall be irrevocable when given.

                  (j)      Payment. An Option shall be exercisable for the
         purchase of shares of Stock only upon payment to the Company of the
         full exercise price of the Stock with respect to which the Option is
         exercised. Payment for shares of Stock acquired upon exercise of an
         Option shall be in either cash or other consideration deemed acceptable
         by the Committee in its sole discretion, including, without limitation,
         shares of Stock (including shares retained out of the shares of Stock
         being acquired through the exercise of the Option), promissory notes,
         or the proceeds of loans made or guaranteed by the Company or a
         Subsidiary. If shares of Stock are used to pay the exercise price of an
         Option, such shares shall have an aggregate fair market value equal to
         the number of shares with respect to which such Option is exercised
         multiplied by the exercise price per share; provided, that the
         Committee may, in the Stock Option Agreement, impose whatever
         restrictions it deems necessary or desirable with respect to the
         payment for shares by the delivery of Stock already owned by the
         optionee. The fair market value of Stock delivered in payment of the
         Option price shall be determined in the same manner as set forth in
         Section 3(i), except that such determination shall be made on the date
         of exercise of the Option. An Option shall be deemed exercised on the
         date such payment and the written notice of exercise are received by
         the Committee.

                  (k)      Fractional Shares. The Company shall not be required
         to issue any fractional shares upon exercise of any Option, but in lieu
         thereof, the Company shall pay cash equal to the same fraction of the
         Fair Market Value of one share of Stock (determined as provided in
         Section 3(i) on the date such Option is exercised).

         SECTION 8.        LIMITATION ON INCENTIVE STOCK OPTIONS.

                  (a)      Limitation on Eligibility. Incentive Stock Options
         may only be granted to persons who are employees of the Company or a
         Subsidiary on the Date of Grant. Incentive Stock Options shall not be
         granted to consultants or non-employee directors of the Company and/or
         its Subsidiaries.

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                  (b)      Limitation on Grant. The aggregate Fair Market Value
         (determined as of the Date of Grant) of Stock with respect to which
         Incentive Stock Options are exercisable for the first time by an
         optionee during any calendar year (under all such plans of the Company
         and its parent and Subsidiary corporations) shall not exceed One
         Hundred Thousand Dollars ($100,000). In the event the limits of this
         Subsection (b) would otherwise be exceeded, such Option to the extent
         of such excess, shall be deemed to be a Nonqualified Stock Option.

                  (c)      Limitation on Disposition. To maintain special tax
         treatment for Incentive Stock Options, to the extent required by
         Section 421 of the Code, an optionee may not dispose of the Stock
         acquired pursuant to the exercise of an Incentive Stock Option within
         two years after the Date of Grant nor within one year after the
         optionee receives the Stock following exercise of the Incentive Stock
         Option. This limitation on disposal does not apply to Stock acquired
         pursuant to the exercise of an Incentive Stock Option after an
         optionee's death by his or her estate or heirs, as applicable.

                  (d)      Recharacterization of Incentive Stock Options. To the
         extent that any Option designated as an Incentive Stock Option does not
         qualify as such (whether because of its provisions, the failure of the
         stockholders of the Company to authorize the issuance of Incentive
         Stock Options, the timely manner of its exercise, or otherwise), such
         Option, or the portion thereof which does not qualify, shall be deemed
         to constitute a Nonqualified Stock Option.

         SECTION 9.        OTHER CONDITIONS APPLICABLE TO AWARDS.

                  (a)      No Employment or Similar Rights. Nothing contained in
         this Plan or any Stock Option Agreement shall confer upon any person
         any right to continue an employment, director, or consultant
         relationship with the Company or any Subsidiary, nor interfere in any
         way with the right of the Company and its Subsidiaries to terminate a
         person's employment at will or change the person's compensation at any
         time.

                  (b)      Nontransferable. Awards shall not be transferable,
         otherwise than by will or the laws of descent and distribution, without
         the written consent of the Committee or the Board (which consent may be
         granted or withheld at the sole discretion of the Committee or the
         Board). Notwithstanding the foregoing, Incentive Stock Options shall
         not be transferable otherwise than by will or the laws of descent and
         distribution. Awards may be exercised, during the lifetime of the
         recipient, only by the recipient or by the recipient's duly appointed
         guardian or personal representative. Any attempted assignment,
         transfer, pledge, hypothecation, or other disposition of an Award
         contrary to the provisions hereof, or the levy of any execution,
         attachment, or similar process upon an Award shall be null and void and
         without effect.

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                  (c)      Stockholder Rights. No holder of an Option shall, by
         virtue of holding such Option, be entitled to any rights of a
         stockholder in the Company. An optionee shall not be considered a
         record holder of any shares of Stock purchased pursuant to the exercise
         of an Option for any purpose until the date on which such Stock is
         registered in such optionee's name upon the stock records of the
         Company.

                  (d)      Issuance of Certificates and Withholding. The Company
         shall not be required to issue or deliver any certificates for shares
         of Stock purchased upon the exercise of an Option prior to: (i) the
         obtaining of any approval from any governmental agency which the
         Company shall, in its sole discretion, determine to be necessary or
         advisable; (ii) the completion of any registration or other
         qualification of such shares under any state or federal law or ruling
         or regulation of any governmental body which the Company shall, in its
         sole discretion, determine to be necessary or advisable; and (iii) the
         determination by the Committee that the optionee has tendered to the
         Company (in cash, shares of Stock, or such other consideration as is
         acceptable to the Committee) any federal, state or local tax owed by
         the optionee as a result of the Award, if the Company has or may have a
         legal liability to satisfy such tax. In addition, if Stock reserved for
         issuance upon the granting of an Award shall not then be registered
         under the Securities Act of 1933, the Company may, upon exercise of an
         Option, require the holder thereof to represent in writing that the
         shares being acquired are for investment and not with a view to
         distribution thereof, and may mark the certificate(s) for the shares
         with a legend restricting transfer and may issue stop transfer orders
         relating to such certificate(s) to the transfer agent. The Company
         shall not be liable for damages due to delay in the issuance or
         delivery of any Stock certificate for any reason whatsoever.
         Furthermore, the Company shall not be liable to any optionee for
         refusing to deliver shares of Stock if such refusal is based upon the
         provisions of this Subsection (d).

         SECTION 10.       ADJUSTMENTS UPON CHANGES IN STOCK.

                  (a)      In the event that the outstanding shares of Stock are
         hereafter increased or decreased or changed into or exchanged for a
         different number of shares or kind of shares or other securities of the
         Company or of another corporation, by reason of reorganization, merger,
         consolidation, recapitalization, reclassification, Stock split,
         combination of shares, or a dividend payable in Stock, the number and
         kind of shares reserved for issuance under the Plan, but not yet
         covered by an Award, shall be automatically adjusted to reflect such
         change. In addition, there shall be an appropriate adjustment in the
         number and kind of shares then subject to any Award, to the end that
         the Award recipient's proportionate interest shall be maintained as
         before the occurrence of such event, and such adjustment of outstanding
         Awards shall be made with a corresponding adjustment in the exercise
         price or purchase price per share; provided, however, that each such
         adjustment in the number and kind of shares subject to outstanding
         Awards, including any adjustment in the exercise price, shall be made
         in such manner as not to constitute a modification as defined in
         Section 424 of the Code. The determination of any adjustment by the
         Committee shall be conclusive.

                  (b)      The grant of an Award shall not affect in any way the
         right or power of the Company to make adjustments, reclassifications,
         reorganizations or changes of its capital or business structure or to
         merge or to consolidate or to dissolve, liquidate, sell, or transfer
         all or any part of its business or assets.

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         SECTION 11.       CHANGES OF CONTROL; ACCELERATION OF RIGHT TO
EXERCISE.

                  (a)      Notwithstanding anything in the Plan or any Stock
         Option Agreement to the contrary, in the event a Change of Control
         occurs, each Option shall become exercisable, during the period
         beginning on the date of the occurrence of such Change of Control and
         ending on the sixtieth (60th) day following such date, with respect to
         the full number of shares of Stock subject to such Option.

                  (b)      "CHANGE OF CONTROL" shall mean the occurrence of any
         of the following events:

                           (i)      any "person" or "group" of persons, as such
                  terms are used in Sections 13 and 14 of the Exchange Act,
                  other than (A) any employee benefit plan sponsored by the
                  Company or (B) John J. Gorman and any of his "affiliates" as
                  such term is used in Rule 405 adopted pursuant to the
                  Securities Act of 1933, becomes the "beneficial owner," as
                  such term is used in Section 13 of the Exchange Act, of fifty
                  percent (50%)" or more of the outstanding shares of the
                  Company's stock entitled to vote for the election of
                  directors; or

                           (ii)     any shares of any class of the Company's
                  stock are purchased pursuant to a tender or exchange offer
                  other than an offer by the Company; or

                           (iii)    the dissolution or liquidation of the
                  Company or the consummation of any merger or consolidation of
                  the Company or any sale or other disposition of all or
                  substantially all of its assets, if the stockholders of the
                  Company immediately before such transaction own, immediately
                  after consummation of such transaction, equity securities
                  (other than options and other rights to acquire equity
                  securities) possessing less than fifty percent (50%) of the
                  voting power of the surviving or acquiring corporation.

         SECTION 12.       PLAN AMENDMENTS AND TERMINATION.

                  (a)      Plan Amendment and Termination. The Board may
         terminate the Plan or make such amendments thereto at any time as it
         shall deem advisable and in the best interests of the Company, without
         further action on the part of the stockholders of the Company,
         provided, however, that no such termination or amendment shall, without
         the consent of the individual to whom any Award shall theretofore have
         been granted, affect or impair the rights of such individual under such
         Award, and provided, further, any amendment shall be approved by the
         stockholders of the Company if the amendment would:

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                           (1)      increase the number of shares for which
                  Incentive Stock Options may be issued under the Plan; or

                           (2)      modify the requirements as to eligibility to
                  receive Incentive Stock Options under the Plan.

                  (b)      Expiration of Plan. No Awards shall be granted under
         the Plan after ten (10) years from the earlier of the date the Plan is
         adopted or the date the Plan is approved by the stockholders of the
         Company.

                  (c)      Amendment of Awards. The Committee may amend, modify,
         or terminate any outstanding Award with the Participant's consent at
         any time prior to payment or exercise in any manner that is consistent
         with the terms of the Plan, including, without limitation, (i) to
         change the date or dates as of which and/or the terms and conditions
         pursuant to which an Option becomes exercisable; (ii) to amend the
         terms of any outstanding Option to provide an exercise price per share
         which is higher or lower than the then current exercise price per share
         of such outstanding Option; or (iii) to cancel an Award and grant a new
         Award in substitution therefor under such different terms and
         conditions as the Committee determines in its sole discretion to be
         appropriate, including, but not limited to, having an exercise price or
         purchase price per share which may be higher or lower than the exercise
         price per share of the canceled Award. The Committee may also make
         adjustments in the terms and conditions of, and the criteria included
         in, agreements evidencing Awards in recognition of unusual or
         nonrecurring events affecting the Company, or the financial statements
         of the Company, or of changes in applicable laws, regulations, or
         accounting principles, whenever the Committee determines that such
         adjustments are appropriate to prevent reduction or enlargement of the
         benefits or potential benefits intended to be made available pursuant
         to this Plan. Notwithstanding any provision of this Plan or any
         agreement regarding an Award to the contrary, the Committee may cause
         any Award granted to be canceled in consideration of a cash payment or
         alternative Award made to the holder of such canceled Award equal in
         value to the Fair Market Value of such canceled Award. The
         determinations of value pursuant to this Section shall be made by the
         Committee in its sole discretion.

         SECTION 13.       EFFECTIVE DATE. This Plan shall become effective as
of October 15, 1999, pursuant to its adoption by the Board; provided, however,
no Option shall constitute an Incentive Stock Option unless the Plan is approved
by the affirmative vote of a majority of the outstanding shares of the Company
present and entitled to vote at a meeting of the stockholders at which a quorum
is present within one year before or after the Plan's approval by the Board. If
the required stockholder approval is not received within such time period, any
Incentive Stock Options awarded in the intervening period shall be deemed to be
Nonqualified Stock Options.

         SECTION 14.       NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither
the members of the Board nor any member of the Committee shall be liable for any
act, omission or determination taken or made in good faith with respect to the
Plan or any Option.

                                      -11-

<PAGE>

         SECTION 15.       NO OBLIGATION TO EXERCISE OPTION. The granting of an
Option shall impose no obligation on the optionee to exercise such Option.

         SECTION 16.       GOVERNING LAW. The validity, construction, and effect
of this Plan and any rules and regulations relating to this Plan shall be
determined in accordance with the laws of the state of Delaware, without giving
effect to the conflict of laws principles thereof.

         SECTION 17.       CONSTRUCTION.

                  (a)      Severability. If any provision of this Plan or any
         Award is or becomes or is deemed to be invalid, illegal, or
         unenforceable in any jurisdiction or as to any individual or Award, or
         would disqualify this Plan or any Award under any law deemed applicable
         by the Committee, such provision shall be construed or deemed amended
         to conform to applicable law, or if it cannot be construed or deemed
         amended without, in the sole determination of the Committee, materially
         altering the intent of this Plan or the Award, such provision shall be
         stricken as to such jurisdiction, individual, or Award, and the
         remainder of this Plan and any such Award shall be remain in full force
         and effect.

                  (b)      Headings. Headings are given to the Sections and
         Subsections of this Plan solely as a convenience to facilitate
         reference. Such headings shall not be deemed in any way material or
         relevant to the construction or interpretation of this Plan or any
         provisions thereof.

         SECTION 18.       RESTRICTIONS APPLICABLE TO NAMED EXECUTIVE OFFICERS.

         The provisions of this Section 18 shall apply only to those executive
officers (i) whose compensation is required to be reported in the Company's
proxy statement pursuant to Item 402(a)(3)(i) and (ii) (or any successor
thereto) of Regulation S-K (or any successor thereto) under the general rules
and regulations under the Exchange Act and (ii) whose total compensation is
determined by the Board to possibly be subject to the limitations on deductions
imposed by Section 162(m) of the Code ("NAMED EXECUTIVE OFFICERS"). In the event
of any inconsistencies between this Section 18 and the other Plan provisions as
they pertain to Named Executive Officers, the provisions of this Section 18
shall control.

                  (a)      No amendment of this Plan with respect to any Named
         Executive Officer may be made which would (i) increase the maximum
         amount that can be paid to any one Participant pursuant to this Plan or
         (ii) modify the requirements as to eligibility for participation in
         this Plan, unless the Company's stockholders have first approved such
         amendment in a manner which would permit the deduction under Section
         162(m) (or any successor thereto) of the Code of such payment in the
         fiscal year it is paid. The Board shall amend this Section 18 and such
         other provisions as it deems appropriate, to cause amounts payable to
         Named Executive Officers to satisfy the requirements of Section 162(m)
         (or any successor thereto) and the Treasury regulations promulgated
         thereunder.

                                      -12-

<PAGE>

                  (b)      Notwithstanding any provision of this Plan (including
                           the provisions of this Section 18) to the contrary,
                           the amount of compensation which a Named Executive
                           Officer may receive with respect to Options which are
                           granted hereunder is based solely on an increase in
                           the value of the applicable shares of Stock after the
                           date of grant of such Award. Thus, no Option may be
                           granted hereunder to a Named Executive Officer with
                           an exercise price less than the Fair Market Value of
                           the shares of Stock on the date of grant.
                           Furthermore, the maximum number of shares of Stock
                           with respect to which Options may be granted
                           hereunder to any Named Executive Officer during any
                           calendar year may not exceed four million (4,000,000)
                           shares, subject to adjustment as provided in Section
                           10 hereunder.

                                      -13-


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