COUNTRYWIDE FINANCIAL CORP
EXHIBIT 10.67
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<TYPE>EX-10.67
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<FILENAME>v96832exv10w67.txt
<DESCRIPTION>EXHIBIT 10.67
<TEXT>
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                                                                   EXHIBIT 10.67

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE I
                                  INTRODUCTION

         1.01 Purpose. The Countrywide Credit Industries, Inc. 1999 Employee
Stock Purchase Plan (the "Plan") is intended to provide a method whereby
Eligible Employees (as defined below) of Countrywide Credit Industries, Inc.
(the "Company") and its Participating Subsidiary Corporations (as defined below)
will have an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Common Stock (as defined below).

         1.02 Rules of Interpretation. It is the intention of the Company to
have the Plan qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of
the Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.

                                   ARTICLE II
                                   DEFINITIONS

         2.01     "Board" means the Board of Directors of the Company.

         2.02     "Code" shall have the meaning set forth in Section 1.02
hereof.

         2.03     "Change in Capitalization" means any increase or reduction in
the number of shares of Common Stock, or exchange of shares of Common Stock for
a different number or kind of shares or other securities of the Company, by
reason of a reclassification, recapitalization, merger, consolidation,
reorganization, stock dividend, stock split or reverse stock split, combination
or exchange of shares, or other similar event.

         2.04     "Change in Control" means the occurrence of any one of the
following events:

                  (a)      An acquisition (other than directly from the Company)
                           of any common stock or other "Voting Securities" (as
                           hereinafter defined) of the Company by any "Person"
                           (as the term person is used for purposes of Section
                           13(d) or 14(d) of the Securities Exchange Act of
                           1934, as amended (the "Exchange Act")), immediately
                           after which

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                           such Person has "Beneficial Ownership" (within the
                           meaning of Rule 13d-3 promulgated under the Exchange
                           Act) of twenty five percent (25%) or more of the then
                           outstanding shares of the Company's common stock or
                           the combined voting power of the Company's then
                           outstanding Voting Securities; provided, however, in
                           determining whether a Change in Control has occurred,
                           Voting Securities which are acquired in a
                           "Non-Control Acquisition" (as hereinafter defined)
                           shall not constitute an acquisition which would cause
                           a Change in Control. For purposes of the Plan, (i)
                           "Voting Securities" shall mean the Company's
                           outstanding voting securities entitled to vote
                           generally in the election of directors and (ii) a
                           "Non-Control Acquisition" shall mean an acquisition
                           by (A) an employee benefit plan (or a trust forming a
                           part thereof) maintained by (1) the Company or (2)
                           any corporation or other Person of which a majority
                           of its voting power or its voting equity securities
                           or equity interest is owned, directly or indirectly,
                           by the Company (for purposes of this definition, a
                           "Subsidiary"), (B) the Company or any of its
                           Subsidiaries, or (C) any Person in connection with a
                           "Non-Control Transaction" (as hereinafter defined);

                  (b)      The individuals who as of March 27, 1996 were members
                           of the Board (the "Incumbent Board") cease for any
                           reason to constitute at least two-thirds of the
                           members of the Board; provided, however, that if the
                           election, or nomination for election by the Company's
                           common stockholders, of any new director was approved
                           by a vote of at least two-thirds of the Incumbent
                           Board, such new director shall, for purposes of this
                           Agreement, be considered as a member of the Incumbent
                           Board; provided further, however, that no individual
                           shall be considered a member of the Incumbent Board
                           if such individual initially assumed office as a
                           result of either an actual or threatened "Election
                           Contest" (as described in Rule 14a-11 promulgated
                           under the Exchange Act) or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of a Person other than the Board (a "Proxy Contest")
                           including by reason of any agreement intended to
                           avoid or settle any Election Contest or Proxy
                           Contest; or

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                  (c)      The consummation of:

                           (i)      A merger, consolidation or reorganization
                                    involving the Company, unless such merger,
                                    consolidation or reorganization is a
                                    "Non-Control Transaction." A "Non-Control
                                    Transaction" shall mean a merger,
                                    consolidation or reorganization of the
                                    Company where:

                                    (A)      the stockholders of the Company,
                                             immediately before such merger,
                                             consolidation or reorganization,
                                             own directly or indirectly
                                             immediately following such merger,
                                             consolidation or reorganization, at
                                             least seventy percent (70%) of the
                                             combined voting power of the
                                             outstanding voting securities of
                                             the corporation resulting from such
                                             merger, consolidation or
                                             reorganization (the "Surviving
                                             Corporation") in substantially the
                                             same proportion as their ownership
                                             of the Voting Securities
                                             immediately before such merger,
                                             consolidation or reorganization;

                                    (B)      the individuals who were members of
                                             the Incumbent Board immediately
                                             prior to the execution of the
                                             agreement providing for such
                                             merger, consolidation or
                                             reorganization constitute at least
                                             two-thirds of the members of the
                                             board of directors of the Surviving
                                             Corporation, or in the event that,
                                             immediately following the
                                             consummation of such transaction, a
                                             corporation beneficially owns,
                                             directly or indirectly, a majority
                                             of the voting securities of the
                                             Surviving Corporation, the board of
                                             directors of such corporation; and

                                    (C)      no Person other than (w) the
                                             Company, (x) any Subsidiary, (y)
                                             any employee benefit plan (or any
                                             trust forming a part thereof)
                                             maintained by the Company, the
                                             Surviving Corporation, or any
                                             Subsidiary, or (z) any Person who,
                                             immediately prior

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                                             to such merger, consolidation or
                                             reorganization had Beneficial
                                             Ownership of twenty five percent
                                             (25%) or more of the then
                                             outstanding Voting Securities or
                                             common stock of the Company, has
                                             Beneficial Ownership of twenty five
                                             percent (25%) or more of the
                                             combined voting power of the
                                             Surviving Corporation's then
                                             outstanding Voting Securities or
                                             its common stock;

                           (ii)     A complete liquidation or dissolution of the
                                    Company; or

                           (iii)    The sale or other disposition of all or
                                    substantially all of the assets of the
                                    Company to any Person (other than a transfer
                                    to a Subsidiary).

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the then outstanding common stock
or Voting Securities as a result of the acquisition of common stock or Voting
Securities by the Company which, by reducing the number of shares of common
stock or Voting Securities then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person; provided, however, that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of common stock or Voting Securities by the Company,
and after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional common stock or Voting Securities which
increases the percentage of the then outstanding common stock or Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur.

         2.05     "Company" shall have the meaning set forth in Section 1.01
hereof.

         2.06     "Compensation" shall mean the gross cash compensation
(including wage, salary and overtime earnings, production bonus payments,
commissions and compensation paid in a form other than cash) paid by the Company
or any Participating Subsidiary Corporation to an Eligible Employee in
accordance with the terms of employment, but excluding all discretionary bonus
payments and reimbursements for out-of-pocket expenses.

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         2.07     "Committee" shall have the meaning set forth in Section 11.01
hereof.

         2.08     "Common Stock" shall mean the common stock, par value $.05 per
share, of the Company.

         2.09     "Eligible Employee" means any Employee of the Company or a
Participating Subsidiary Corporation; provided, however, that with respect to
any Offering, the Committee may, in its sole discretion, determine that any
Employee or group of Employees that may be excluded from participation in the
Plan pursuant to the provisions of Section 423 of the Code and the regulations
promulgated and proposed thereunder shall be deemed not to be Eligible Employees
for purposes of that Offering.

         2.10     "Employee" means any individual who is a common law employee
of the Company or a Participating Subsidiary Corporation.

         2.11     "Fair Market Value" on any date means the average of the high
and low sales prices of the shares of Common Stock on such date on the principal
national securities exchange or other stock market on which such shares are
listed or admitted to trading, or if no such sales shall have occurred on such
date, the arithmetic mean of the per share closing bid price and per share
closing asked price on such date as quoted on the Nasdaq Stock Market or such
other market in which such prices are regularly quoted, or, if there have been
no published bid or asked quotations with respect to shares on such date, the
Fair Market Value shall be the value established by the Board in good faith and
in accordance with Section 423 of the Code.

         2.12     "Offering Commencement Date" shall have the meaning set forth
in Section 4.02 hereof.

         2.13     "Offering Price" shall have the meaning set forth in Section
6.02 hereof.

         2.14     "Offering Termination Date" shall have the meaning set forth
in Section 4.02 hereof.

         2.15     "Offerings" shall have the meaning set forth in Section 4.02
hereof.

         2.16     "Participant" means any Eligible Employee who elects to
participate in the Plan in accordance with the provisions of Section 3.03
hereof.

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         2.17     "Participating Subsidiary Corporation" shall mean each
corporation which is a "subsidiary corporation" (as that term is defined in
Section 424 of the Code) of the Company, unless the Board or the Committee
shall, in its discretion, determine otherwise.

         2.18     "Plan" shall have the meaning set forth in Section 1.01
hereof.

         2.19     "Plan Representative" shall mean the person designated from
time to time by the Committee to receive certain notices and take certain other
administrative actions relating to participation in the Plan.

         2.20     "Securities Act" shall have the meaning set forth in Section
12.07(f) hereof.

                                  ARTICLE III
                         ELIGIBILITY AND PARTICIPATION

         3.01     Initial Eligibility. Each Employee who is an Eligible Employee
as of an Offering Commencement Date shall be eligible to participate in the
Offering commencing on such Offering Commencement Date. Persons who are not
Eligible Employees shall not be eligible to participate in the Plan with respect
to that Offering.

         3.02     Restrictions on Participation. Notwithstanding any provision
of the Plan to the contrary, no Eligible Employee shall be granted an option to
purchase shares of Common Stock under the Plan:

                  (a)      if, immediately after the grant, such Eligible
Employee would own stock and/or hold outstanding options to purchase stock
possessing 5% or more of the total combined voting power or value of all classes
of stock of the Company (for purposes of this paragraph, the rules of Section
423(b)(3) and Section 424(d) of the Code shall apply in determining stock
ownership of any Eligible Employee); or

                  (b)      which permits such Eligible Employee's rights to
purchase stock under all employee stock purchase plans of the Company and all
Participating Subsidiary Corporations to accrue at a rate which exceeds $25,000
of Fair Market Value of the Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

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         3.03     Commencement of Participation. An Eligible Employee may become
a Participant by completing an authorization for payroll deductions on the form
provided by the Company and filing the completed form with the Plan
Representative on or before the filing date set therefor by the Committee, which
date shall be prior to the Offering Commencement Date for the next following
Offering. Payroll deductions for a Participant shall commence on the next
following Offering Commencement Date after the Employee's authorization for
payroll deductions becomes effective and shall continue until termination of the
Plan or the participant's earlier termination of participation in the Plan. Each
Eligible Employee shall be deemed to continue participation in the Plan until
the earlier of: (a) the termination of the Plan and (b) such Eligible Employee's
termination of participation in the Plan pursuant to Article VIII hereof.

                                   ARTICLE IV
                    STOCK SUBJECT TO THE PLAN AND OFFERINGS

         4.01     Stock Subject to the Plan. Subject to the provisions of
Sections 12.03 and 12.04 hereof, the Board shall reserve initially for issuance
under the Plan an aggregate of five hundred thousand (500,000) shares of Common
Stock, which shares shall be authorized but unissued.

         4.02     Offerings. The Plan will be implemented by offerings
("Offerings") of the Common Stock during periods of no less than three months
and no more than one year, as determined from time to time by the Committee.
Notwithstanding the foregoing, in the event of a Change in Control, the last day
of the Offering in which the Change in Control would otherwise occur shall be
accelerated to the last payday immediately preceding the Change in Control. The
first day of an Offering shall be deemed the "Offering Commencement Date" and
the last day the "Offering Termination Date" for such Offering. The Offering
Commencement Date and the Offering Termination Date shall in all cases occur on
a business day.

                                   ARTICLE V
                               PAYROLL DEDUCTIONS

         5.01     Amount of Deduction. The form described in Section 3.03 will
permit a Participant to elect payroll deductions in an amount not exceeding ten
percent (10%), or such other percent or fixed dollar amount which the Board or
Committee may from time to time otherwise determine, of such Participant's
Compensation for each pay period

                                     - 7 -

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ending during an Offering. Notwithstanding the foregoing, a Participant's
payroll deductions may be reduced by the Board or the Committee, in its
discretion, at any time during an Offering which is scheduled to end during the
then current calendar year to the extent necessary in order to comply with the
provisions of Section 423(b)(8) of the Code and Section 3.02(b) hereof.

         5.02     Participant's Account. All payroll deductions made for a
Participant shall be credited to an account established for such Participant
under the Plan. A Participant may not make any separate cash payment into such
account.

         5.03     Changes in Payroll Deductions. A Participant may reduce or
increase future payroll deductions (within the limits described in Section 5.01
hereof) by filing with the Plan Representative a form provided by the Company
for such purpose. The effective date of any increase or reduction in future
payroll deductions will be the first day of the next Offering following the
Company's receipt of the change form, if the Company shall have timely received
such change form prior to the Offering Commencement Date of such Offering or as
of such earlier date as the Committee may in its discretion determine or as
shall be applicable in connection with the cessation of the Participant's
participation in the Plan pursuant to Section 8.01 hereof.

                                   ARTICLE VI
                               GRANTING OF OPTION

         6.01     Number of Option Shares. On the Offering Commencement Date
(for each Offering), each Participant shall be deemed to have been granted an
option to purchase a maximum number of shares of Common Stock the Fair Market
Value of which is equal to (i) that percentage of the Participant's Compensation
which the Participant has elected to have withheld (but not in any case in
excess of ten percent (10%), or such other percent or fixed dollar amount which
the Board or Committee may from time to time otherwise determine pursuant to
Section 5.01 hereof) multiplied by (ii) the Participant's Compensation paid
during the Offering then divided by (iii) the applicable Offering Price
determined as provided in Section 6.02 hereof. Notwithstanding the foregoing,
the maximum number of shares of Common Stock that a Participant may purchase
pursuant to an Offering is three thousand (3,000).

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         6.02     Option Price. The per share option price of shares of Common
Stock purchased with payroll deductions made during any Offering (the "Offering
Price") by a Participant shall be not less than the lower of:

                  (a)      85% of the Fair Market Value of the stock on the
Offering Commencement Date for such Offering; or

                  (b)      85% of the Fair Market Value of the stock on the
Offering Termination Date of such Offering.

                                   ARTICLE VII
                       EXERCISE AND OTHER TERMS OF OPTIONS

         7.01     Automatic Exercise. Subject to Section 6.01 hereof, each
Participant's option for the purchase of shares of Common Stock with payroll
deductions made during any Offering will be deemed to have been exercised
automatically on the applicable Offering Termination Date for the purchase of
the number of full shares of Common Stock which the accumulated payroll
deductions in the Participant's account at that time will purchase at the
applicable Offering Price.

         7.02     Withdrawal of Account. No Participant in the Plan shall be
entitled to withdraw any amount from the accumulated payroll deductions in his
or her account; provided, however, that a Participant's accumulated payroll
deductions shall be refunded to the Participant as and to the extent specified
in Section 8.01 hereof upon termination of such Participant's participation in
the Plan.

         7.03     Fractional Shares. Fractional shares of Common Stock will not
be issued under the Plan. Any accumulated payroll deductions which would have
been used to purchase fractional shares, unless refunded pursuant to Section
7.02 hereof, will be held for the purchase of Common Stock in the next following
Offering, without interest.

         7.04     Non-Transferability of Options. Neither payroll deductions
credited to any Participant's account nor any option or rights with regard to
the exercise of an option or the receipt of Common Stock under the Plan may be
assigned, transferred, pledged, or otherwise disposed of in any way by the
Participant other than by will or the laws of descent and distribution. Any such
attempted assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may, in its discretion, treat

                                     - 9 -

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such act as an election to withdraw from participation in the Plan in accordance
with Section 8.01 hereof. During a Participant's lifetime, options held by such
Participant shall be exercisable only by such Participant.

         7.05     Delivery of Stock. As promptly as practicable after the
Offering Termination Date of each Offering, the Company will deliver to each
Participant in such Offering, as appropriate, the shares of Common Stock
purchased therein upon exercise of such Participant's option. The Company may
deliver such shares in certificated or book entry form, at the Company's sole
election. The Company may require a Participant to dispose of the shares of
Common Stock acquired pursuant to the Plan through one or more brokers
designated by the Company.

         7.06     Stock Transfer Restrictions. The Plan is intended to satisfy
the requirements of Section 423 of the Code. Shares of Common Stock acquired
upon exercise of options granted under the Plan may contain such restrictions,
terms and conditions as the Board or Committee may, in its discretion, determine
and the Board or Committee may, in its discretion, require that an appropriate
legend be placed on the certificates evidencing such shares of Common Stock.

                                  ARTICLE VIII
                                   WITHDRAWAL

         8.01     In General. A Participant may stop participating in the Plan
at any time by giving written notice to the Plan Representative. Upon processing
of any such written notice, no further payroll deductions will be made from the
Participant's Compensation during such Offering or thereafter, unless and until
such Participant elects to resume participation. Such Participant's payroll
deductions accumulated prior to processing of such notice to stop participation,
if any, shall be refunded (without interest) to such Participant as soon as
reasonably practicable. A Participant may elect to resume participation in the
Plan by providing written notice to the Plan Representative pursuant to Section
3.03 hereof.

         8.02     Effect on Subsequent Participation. A Participant's withdrawal
from any Offering will not have any effect upon such Participant's eligibility
to participate in any succeeding Offering or in any similar plan which may
hereafter be adopted by the Company and for which such Participant is otherwise
eligible.

                                     - 10 -

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         8.03     Termination of Eligible Employee Status. Upon a Participant's
ceasing to be an Eligible Employee for any reason, including as a result of a
termination of the Participant's employment with the Company or any
Participating Subsidiary Corporation (as the case may be) for any reason
(including retirement or death), the Participant's payroll deductions
accumulated prior to such termination, if any, shall be refunded (without
interest) to him or her, or, in the case of his or her death, to the person or
persons entitled thereto under Section 12.01 hereof, and his or her
participation in the Plan shall be deemed to be terminated.

                                   ARTICLE IX
                                    INTEREST

         9.01     Payment of Interest. No interest will be paid or allowed on
any money paid into the Plan or credited to the account of or distributed to any
Participant.

                                    ARTICLE X
                                      STOCK

         10.01    Participant's Interest in Option Stock. No Participant will
have any interest in shares of Common Stock covered by any option held by such
Participant unless and until (a) such option has been exercised as provided in
Section 7.01 hereof, (b) the Company shall have issued and delivered the shares
of Common Stock to the Participant and (c) the Participant's name shall have
been entered as a stockholder of record on the books of the Company. Thereupon,
the Participant shall have full voting, dividend and other ownership rights with
respect to such shares of Common Stock.

         10.02    Registration of Stock. Shares of Common Stock purchased by a
Participant under the Plan will be recorded in the books and records of the
Company in the name of the Participant.

                                   ARTICLE XI
                                 ADMINISTRATION

         11.01    Committee. The Plan shall be administered by the Compensation
Committee of the Board (the "Committee"). A majority of the Committee shall
constitute a quorum, and the action of a majority of the members of the
Committee present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be

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the acts of the Committee. The interpretation and construction by the Committee
of any provision of the Plan or any option granted hereunder shall be final. No
member of the Committee shall be liable for any action or determination made in
good faith with respect hereto or any option granted hereunder.

         11.02    Authority of Committee. The Committee may establish any
policies or procedures that in its discretion are relevant to the operation and
administration of the Plan and may adopt rules for the administration of the
Plan. The Committee may also engage the services of a professional plan
administrator on such terms and conditions as the Committee deems appropriate
for the purposes of establishing custodial accounts and holding shares of Common
Stock acquired by Participants upon the exercise of options granted under the
Plan and otherwise operating the Plan.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.01    Designation of Beneficiary. A Participant may file with the
Plan Representative a written designation of a beneficiary who is to receive any
shares of Common Stock and/or cash under the Plan upon the Participant's death.
Such designation of beneficiary may be changed by the Participant at any time by
written notice to the Plan Representative. Upon the death of a Participant and
receipt by the Company of proof of identity and existence at the Participant's
death of a beneficiary validly designated by the Participant under the Plan, and
subject to Article VIII hereof concerning withdrawal from the Plan, the Company
shall deliver such shares of Common Stock and/or cash to such beneficiary. In
the event of the death of a Participant lacking a beneficiary validly designated
under the Plan who is living at the time of such Participant's death, the
Company shall deliver such shares of Common Stock and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares of Common Stock and/or cash to the
spouse or to any one or more dependents of the Participant, in each case without
any further liability of the Company whatsoever under or relating to the Plan.
No beneficiary shall, prior to the death of the Participant by whom he or she
has been designated, acquire any interest in the shares of Common Stock and/or
cash credited to the Participant under the Plan.

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         12.02    Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose. The
Company shall not be obligated to segregate such payroll deductions.

         12.03    Adjustment Upon Changes in Capitalization. In the event of a
Change in Capitalization, the maximum number and class of shares of Common Stock
or other stock or securities reserved for issuance under the Plan in the
aggregate and that a Participant may purchase pursuant to an Offering, the class
of shares of Common Stock or other stock or securities which the accumulated
payroll deductions in a Participant's account will purchase, and the Offering
Price therefor, shall be appropriately and equitably adjusted by the Committee.

         12.04    Amendment and Termination. The Board shall have complete power
and authority to terminate or amend the Plan; provided, however, that the Board
shall not, without the approval of the stockholders of the Company, alter (i)
the aggregate number of shares of Common Stock which may be issued under the
Plan (except pursuant to Section 12.03 hereof), or (ii) the class of employees
eligible to receive options under the Plan; and provided, further, however, that
no termination, modification, or amendment of the Plan may, without the consent
of a Participant then having an option under the Plan to purchase shares of
Common Stock, adversely affect the rights of such Participant under such option,
except that the foregoing shall not prohibit the Company from terminating the
Plan at any time (including during an Offering) and applying the amounts
theretofore withheld from Participants to the purchase of shares of Common Stock
as if the termination date of the Plan were an Offering Termination Date. Any
cash balance remaining after the purchase of shares of Common Stock in such
Offering shall be refunded (without interest) to such Participant as soon as
reasonably practicable.

         12.05    Non-Exclusivity of the Plan. The adoption of the Plan by the
Board shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

         12.06    Limitation of Liability. As illustrative of the limitations of
liability of the Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to:

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                  (a)      give any person any right to be granted an option
except as specifically provided in the Plan;

                  (b)      give any person any rights whatsoever with respect to
shares of Common Stock except as specifically provided in the Plan;

                  (c)      limit in any way the right of the Company to
terminate the employment of any person at any time; or

                  (d)      be evidence of any agreement or understanding,
expressed or implied, that the Company will employ any person at any particular
rate of compensation or for any particular period of time.

         12.07    Regulations and Other Approvals; Governing Law.

                  (a)      The Plan and the rights of all persons claiming
hereunder shall be construed and determined in accordance with the laws of the
State of Delaware.

                  (b)      The obligation of the Company to sell or deliver s
hares of Common Stock with respect to options granted under the Plan shall be
subject to all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the
Committee.

                  (c)      The Plan is intended to comply with Rule 16b-3
promulgated under the Exchange Act and the Committee shall interpret and
administer the provisions of the Plan in a manner consistent therewith. Any
provisions inconsistent with such Rule shall be inoperative and shall not affect
the validity of the Plan.

                  (d)      The Board may make such changes as may be necessary
or appropriate to comply with the rules and regulations of any government
authority.

                  (e)      Each option is subject to the requirement that, if at
any time the Committee determines, in its discretion, that the listing,
registration or qualification of shares of Common Stock issuable pursuant to the
Plan is required by any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an option or
the issuance of shares of Common Stock, no options shall be granted or payment
made or shares of Common Stock issued, in whole or in part,

                                      -14-

<PAGE>

unless listing, registration, qualification, consent or approval has been
effected or obtained free of any conditions not acceptable to the Committee.

                  (f)      Notwithstanding anything contained in the Plan to the
contrary, in the event that the disposition of shares of Common Stock acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), and is not
otherwise exempt from such registration, such shares shall be restricted against
transfer to the extent required by the Securities Act and Rule 144 or other
regulations thereunder. The Committee may require any individual receiving
shares of Common Stock pursuant to the Plan, as a condition precedent to receipt
of such shares upon exercise of an Option, to represent and warrant to the
Company in writing that the shares of Common Stock acquired by such individual
are acquired without a view to any distribution thereof and will not be sold or
transferred other than pursuant to an effective registration thereof under said
Act or pursuant to an exemption applicable under the Securities Act or the rules
and regulations promulgated thereunder. The certificates evidencing any of such
shares shall be appropriately amended to reflect their status as restricted
securities as aforesaid.

                  (g)      If a Participant makes a disposition, within the
meaning of Section 423(a) of the Code and regulations promulgated thereunder, of
any share or shares of Common Stock issued to such Participant pursuant to the
exercise of an option within the two-year period commencing on the day after the
date of the grant or within the one-year period commencing on the day after the
date of transfer of such share or shares of Common Stock to the Participant
pursuant to such exercise, the Participant shall, within ten (10) days of such
disposition, notify the Company thereof, by delivery of written notice to the
Company at its principal executive office.

         12.08    Effective Date. The Plan shall become effective as of October
1, 1999, subject to approval by the holders of a majority of the shares of
Common Stock present and represented at any special or annual meeting of the
shareholders of the Company duly held within twelve (12) months after adoption
of the Plan. If the Plan is not so approved, the Plan shall not become
effective.

         12.09    Effect of Plan. The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit of, all
successors of each Participant, including, without limitation, such
Participant's estate and the executors, administrators

                                      -15-

<PAGE>

or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy
or representative of creditors of such Participant.

244262

                                      -16-

</TEXT>
</DOCUMENT>
