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EXHIBIT 10.56

McLEOD, INC.
EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

PAGE
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1. SHARES SUBJECT TO THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

4. ELIGIBLE EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

5. PARTICIPATION IN THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

6. PAYROLL DEDUCTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

7. PAYROLL DEDUCTION PERIODS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

8. RIGHTS TO PURCHASE CLASS A
COMMON STOCK; PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

9. TIMING OF PURCHASE; PURCHASE LIMITATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

10. ISSUANCE OF STOCK CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

11. WITHHOLDING OF TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

12. ACCOUNT STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

13. PARTICIPATION ADJUSTMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

14. CHANGES IN ELECTIONS TO PURCHASE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

15. VOLUNTARY TERMINATION OF EMPLOYMENT OR
DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

16. RETIREMENT OR SEVERANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

17. LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR
DISABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

18. DEATH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

19. FAILURE TO MAKE PERIODIC CASH PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

20. TERMINATION OF PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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21. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

22. APPLICATION OF FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

23. NO RIGHT TO CONTINUED EMPLOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

24. AMENDMENT OF PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

25. EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . 9

26. EFFECT OF CHANGES IN CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

(a) Changes in Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

(b) Reorganization in Which the Company Is the Surviving
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

(c) Reorganization in Which the Company Is Not the Surviving
Corporation or Sale of Assets or Stock . . . . . . . . . . . . . . . . . . . . . . 10

(d) Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

(e) No Limitations on Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

27. GOVERNMENTAL REGULATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

28. STOCKHOLDER RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

29. RULE 16B-3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

30. PAYMENT OF PLAN EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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McLEOD, INC.
EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors of McLeod, Inc. (the "Company") has adopted
this Employee Stock Purchase Plan (the "Plan") to enable eligible employees of
the Company and its participating Affiliates (as defined below), through
payroll deductions, to purchase shares of the Company's Class A common stock,
par value $0.01 per share (the "Class A Common Stock"). The Plan is for the
benefit of the employees of McLeod, Inc. and any participating Affiliates. The
Plan is intended to benefit the Company by increasing the employees' interest
in the Company's growth and success and encouraging employees to remain in the
employ of the Company or its participating Affiliates. The provisions of the
Plan are set forth below:

1. SHARES SUBJECT TO THE PLAN.

Subject to adjustment as provided in Section 26 below, the aggregate
number of shares of Class A Common Stock that may be made available for
purchase by participating employees under the Plan is 1,000,000. The shares
issuable under the Plan may, in the discretion of the Board of Directors of the
Company (the "Board"), be either authorized but unissued shares or treasury
shares.

2. ADMINISTRATION.

The Plan shall be administered under the direction of the Compensation
Committee of the Board (the "Committee"). No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

3. INTERPRETATION.

It is intended that the Plan will meet the requirements for an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986 (the "Code"), and it is to be so applied and interpreted. Subject to
the express provisions of the Plan, the Committee shall have authority to
interpret the Plan, to prescribe, amend and rescind rules relating to it, and
to make all other determinations necessary or advisable in administering the
Plan, all of which determinations will be final and binding upon all persons.

4. ELIGIBLE EMPLOYEES.

Any employee of the Company or any of its participating Affiliates may
participate in the Plan, except the following, who are ineligible to
participate: (a) an employee who has been employed by the Company or any of
its participating Affiliates for less than six months as of the beginning of a
Payroll Deduction Period (as defined in Section 7 below); (b) an employee whose
customary employment is for

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less than five months in any calendar year; (c) an employee whose customary
employment is 20 hours or less per week; and (d) an employee who, after
exercising his or her rights to purchase shares under the Plan, would own
shares of Class A Common Stock (including shares that may be acquired under any
outstanding options) representing five percent or more of the total combined
voting power of all classes of stock of the Company. The term "participating
Affiliate" means any company or other trade or business that is a subsidiary of
the Company (determined in accordance with the principles of Sections 424(e)
and (f) of the Code and the regulations thereunder). The Board may at any time
in its sole discretion, if it deems it advisable to do so, terminate the
participation of the employees of a particular participating Affiliate.

5. PARTICIPATION IN THE PLAN.

An eligible employee may become a participating employee in the Plan
by completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Payroll Department of the Company. The
form will authorize payroll deductions (as provided in Section 6 below) and
authorize the purchase of shares of Class A Common Stock for the employee's
account in accordance with the terms of the Plan. Enrollment will become
effective upon the first day of the first Payroll Deduction Period.

6. PAYROLL DEDUCTIONS.

At the time an eligible employee submits his or her election to
participate in the Plan (as provided in Section 5 above), the employee shall
elect to have deductions made from his or her pay, on each pay day following
his or her enrollment in the Plan, and for as long as he or she shall
participate in the Plan. The deductions will be credited to the participating
employee's account under the Plan. An employee may not during any Payroll
Deduction Period change his or her percentage of payroll deduction for that
Payroll Deduction Period, nor may an employee withdraw any contributed funds,
other than in accordance with Sections 14 through 20 below.

7. PAYROLL DEDUCTION PERIODS.

The Payroll Deductions Periods shall be determined by the Committee.
The first Payroll Deduction Period under the Plan shall commence on the first
day of the first payroll period commencing after July 1, 1996, or, if later, on
the first day of the first payroll period commencing after the closing of a
bona fide, firm commitment underwritten public offering of the Class A Common
Stock of the Company pursuant to a registration statement declared effective
under the Securities Act of 1933, as amended.

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8. RIGHTS TO PURCHASE CLASS A COMMON STOCK; PURCHASE PRICE.

Rights to purchase shares of Class A Common Stock will be deemed
granted to participating employees as of the first trading day of each Payroll
Deduction Period. The purchase price of each share of Class A Common Stock
(the "Purchase Price") shall be determined by the Committee; provided, however,
the Purchase Price shall not be less than the lesser of 85 percent of the fair
market value of the Class A Common Stock (i) on the first trading day of the
Payroll Deduction Period or (ii) on the last trading day of such Payroll
Deduction Period; provided, further, that in no event shall the Purchase Price
be less than the par value of the Class A Common Stock. For purposes of the
Plan, "fair market value" means the value of each share of Class A Common Stock
subject to the Plan determined as follows: if on the determination date the
shares of Class A Common Stock are listed on an established national or
regional stock exchange, are admitted to quotation on the National Association
of Securities Dealers Automated Quotation System, or are publicly traded on an
established securities market, the fair market value of the shares of Class A
Common Stock shall be the closing price of the shares of Class A Common Stock
on such exchange or in such market (the highest such closing price if there is
more than one such exchange or market) on the trading day immediately preceding
the determination date (or if there is no such reported closing price, the fair
market value shall be the mean between the highest bid and lowest asked prices
or between the high and low sale prices on such trading day) or, if no sale of
the shares of Class A Common Stock is reported for such trading day, on the
next preceding day on which any sale shall have been reported. If the shares
of Class A Common Stock are not listed on such an exchange, quoted on such
System or traded on such a market, fair market value shall be determined by the
Board in good faith.

9. TIMING OF PURCHASE; PURCHASE LIMITATION.

Unless a participating employee has given prior written notice
terminating such employee's participation in the Plan, or the employee's
participation in the Plan has otherwise been terminated as provided in Sections
15 through 20 below, such employee will be deemed to have exercised
automatically his or her right to purchase Class A Common Stock on the last
trading day of the Payroll Deduction Period (except as provided in Section 14
below) for the number of shares of Class A Common Stock which the accumulated
funds in the employee's account at that time will purchase at the Purchase
Price, subject to the participation adjustment provided for in Section 13 below
and subject to adjustment under Section 26 below. Notwithstanding any other
provision of the Plan, no employee may purchase in any one calendar year under
the Plan and all other "employee stock purchase plans" of the Company and its
participating Affiliates shares of Class A Common Stock having an aggregate
fair market value in excess of $25,000, determined as of the first trading date
of the Payroll Deduction Period as to shares purchased during such period.
Effective upon the last trading day of the Payroll Deduction Period, a

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participating employee will become a stockholder with respect to the shares
purchased during such period, and will thereupon have all dividend, voting and
other ownership rights incident thereto. Notwithstanding the foregoing, no
shares shall be sold pursuant to the Plan unless the Plan is approved by the
Company's stockholders in accordance with Section 25 below.

10. ISSUANCE OF STOCK CERTIFICATES.

On the last trading day of the Payroll Deduction Period, a
participating employee will be credited with the number of shares of Class A
Common Stock purchased for his or her account under the Plan during such
Payroll Deduction Period. Shares purchased under the Plan will be held in the
custody of an agent (the "Agent") appointed by the Board of Directors. The
Agent may hold the shares purchased under the Plan in stock certificates in
nominee names and may commingle shares held in its custody in a single account
or stock certificate without identification as to individual participating
employees. A participating employee may, at any time following his or her
purchase of shares under the Plan, by written notice instruct the Agent to have
all or part of such shares reissued in the participating employee's own name
and have the stock certificate delivered to the employee.

11. WITHHOLDING OF TAXES.

To the extent that a participating employee realizes ordinary income
in connection with a sale or other transfer of any shares of Class A Common
Stock purchased under the Plan, the Company may withhold amounts needed to
cover such taxes from any payments otherwise due and owing to the participating
employee or from shares that would otherwise be issued to the participating
employee hereunder. Any participating employee who sells or otherwise
transfers shares purchased under the Plan within two years after the beginning
of the Payroll Deduction Period in which the shares were purchased must within
30 days of such transfer notify the Payroll Department of the Company in
writing of such transfer.

12. ACCOUNT STATEMENTS.

The Company will cause the Agent to deliver to each participating
employee a statement for each Payroll Deduction Period during which the
employee purchases Class A Common Stock under the Plan, reflecting the amount
of payroll deductions during the Payroll Deduction Period, the number of shares
purchased for the employee's account, the price per share of the shares
purchased for the employee's account and the number of shares held for the
employee's account at the end of the Payroll Deduction Period.

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13. PARTICIPATION ADJUSTMENT.

If in any Payroll Deduction Period the number of unsold shares that
may be made available for purchase under the Plan pursuant to Section 1 above
is insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to Section 9 above, a participation adjustment
will be made, and the number of shares purchasable by all participating
employees will be reduced proportionately. Any funds then remaining in a
participating employee's account after such exercise will be refunded to the
employee.

14. CHANGES IN ELECTIONS TO PURCHASE.

(a) A participating employee (other than a participating employee who
is an executive officer of the Company who is subject to Section 16(b) under
the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) may, at
any time prior to the last day of the Payroll Deduction Period, by written
notice to the Company, direct the Company to cease payroll deductions (or, if
the payment for shares is being made through periodic cash payments, notify the
Company that such payments will be terminated), in accordance with the
following alternatives:

(i) The employee's option to purchase shall be reduced to the
number of shares which may be purchased, as of the last day of the Payroll
Deduction Period, with the amount then credited to the employee's account; or

(ii) Withdraw the amount in such employee's account and
terminate such employee's option to purchase.

(b) Any participating employee may increase or decrease his or her
payroll deduction or periodic cash payments, to take effect on the first day of
the next Payroll Deduction Period, by delivering to the Company a new form
regarding election to participate in the Plan under Section 5 above.

15. VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.

In the event a participating employee (other than a participating
employee who is an executive officer of the Company who is subject to Section
16(b) under the Exchange Act) voluntarily leaves the employ of the Company or a
participating Affiliate, otherwise than by retirement under a plan of the
Company or a participating Affiliate, or is discharged for cause prior to the
last day of the Payroll Deduction Period, the amount in the employee's account
will be distributed and the employee's option to purchase will terminate. In
the event a participating employee who is subject to Section 16(b) under the
Exchange Act voluntarily leaves the employ of the Company or a participating
Affiliate, otherwise than by retirement under a plan of the Company or a
participating Affiliate, or is discharged for cause prior to the last day of
the Payroll Deduction Period, the employee's option to

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purchase shall be reduced to the number of shares which may be purchased, as of
the last day of the Payroll Deduction Period, with the amount then credited to
the employee's account.

16. RETIREMENT OR SEVERANCE.

In the event a participating employee (other than a participating
employee who is an officer of the Company who is subject to Section 16(b) under
the Exchange Act) who has an option to purchase shares leaves the employ of the
Company or a participating Affiliate because of retirement under a plan of the
Company or a participating Affiliate, or because of termination of the
employee's employment by the Company or a participating Affiliate for any
reason except discharge for cause, the participating employee may elect, within
10 days after the date of such retirement or termination, one of the following
alternatives:

(a) The employee's option to purchase shall be reduced to the number
of shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account; or

(b) Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

In the event the participating employee does not make an election
within the aforesaid 10-day period, he or she will be deemed to have elected
subsection 16(b) above; provided, however, that a participating employee who is
an officer of the Company who is subject to Section 16(b) under the Exchange
Act will receive shares of Class A Common Stock pursuant to subsection 16(a).

17. LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY.

Payroll deductions for shares for which a participating employee has
an option to purchase may be suspended during any period of absence of the
employee from work due to lay-off, authorized leave of absence or disability
or, if the employee so elects, periodic payments for such shares may continue
to be made in cash provided, however, that if such employee is an officer of
the Company who is subject to Section 16(b) under the Exchange Act, such
periodic payments must be continued in cash.

If such employee returns to active service prior to the last day of
the Payroll Deduction Period, the employee's payroll deductions will be resumed
and if said employee did not make periodic cash payments during the employee's
period of absence, the employee shall, by written notice to the Company's
Payroll Department within 10 days after the employee's return to active
service, but not later than the last day of the Payroll Deduction Period,
elect:

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(a) To make up any deficiency in the employee's account resulting
from a suspension of payroll deductions by an immediate cash payment;

(b) Not to make up such deficiency, in which event the number of
shares to be purchased by the employee shall be reduced to the number of whole
shares which may be purchased with the amount, if any, then credited to the
employee's account plus the aggregate amount, if any, of all payroll deductions
to be made thereafter; or

A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Payroll Deduction Period shall deliver
written notice to his or her employer on or before the last day of the Payroll
Deduction Period, electing one of the alternatives provided in the foregoing
clauses (a), (b) and (c) of this Section 17. If any employee fails to deliver
such written notice within 10 days after the employee's return to active
service or by the last day of the Payroll Deduction Period, whichever is
earlier, the employee shall be deemed to have elected subsection 17(c) above.

If the period of a participating employee's lay-off, authorized leave
of absence or disability shall terminate on or before the last day of the
Payroll Deduction Period, and the employee shall not resume active employment
with the Company or a participating Affiliate, the employee shall receive a
distribution in accordance with the provisions of Section 16 of this Plan.

18. DEATH.

In the event of the death of a participating employee while the
employee's option to purchase shares is in effect, the legal representatives of
such employee may, within three months after the employee's death (but no later
than the last day of the Payroll Deduction Period) by written notice to the
Company or participating Affiliate, elect one of the following alternatives:

(b) Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

In the event the legal representatives of such employee fail to
deliver such written notice to the Company or participating Affiliate within
the prescribed period, the election to purchase shares shall terminate and the
amount, then

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credited to the employee's account shall be paid to such legal representatives;
provided, however, that the estate of a participating employee who is an
officer of the Company who is subject to Section 16(b) under the Exchange Act
will receive shares of Class A Common Stock pursuant to subsection 18(a).

19. FAILURE TO MAKE PERIODIC CASH PAYMENTS.

Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan.

20. TERMINATION OF PARTICIPATION.

A participating employee will be refunded all moneys in his or her
account, and his or her participation in the Plan will be terminated if either
(a) the Board elects to terminate the Plan as provided in Section 25 below, or
(b) the employee ceases to be eligible to participate in the Plan under Section
4 above. As soon as practicable following termination of an employee's
participation in the Plan, the Company will deliver to the employee a check
representing the amount in the employee's account and a stock certificate
representing the number of whole shares held in the employee's account. Once
terminated, participation may not be reinstated for the then current Payroll
Deduction Period, but, if otherwise eligible, the employee may elect to
participate in any subsequent Payroll Deduction Period.

21. ASSIGNMENT.

No participating employee may assign his or her rights to purchase
shares of Class A Common Stock under the Plan, whether voluntarily, by
operation of law or otherwise. Any payment of cash or issuance of shares of
Class A Common Stock under the Plan may be made only to the participating
employee (or, in the event of the employee's death, to the employee's estate).
Once a stock certificate has been issued to the employee or for his or her
account, such certificate may be assigned the same as any other stock
certificate.

22. APPLICATION OF FUNDS.

All funds received or held by the Company under the Plan may be used
for any corporate purpose until applied to the purchase of Class A Common Stock
and/or refunded to participating employees. Participating employees' accounts
will not be segregated.

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23. NO RIGHT TO CONTINUED EMPLOYMENT.

Neither the Plan nor any right to purchase Class A Common Stock under
the Plan confers upon any employee any right to continued employment with the
Company or any of its participating Affiliates, nor will an employee's
participation in the Plan restrict or interfere in any way with the right of
the Company or any of its participating Affiliates to terminate the employee's
employment at any time.

24. AMENDMENT OF PLAN.

The Board may, at any time, amend the Plan in any respect (including
an increase in the percentage specified in Section 8 above used in calculating
the Purchase Price); provided, however, that without approval of the
stockholders of the Company no amendment shall be made (a) increasing the
number of shares specified in Section 1 above that may be made available for
purchase under the Plan (except as provided in Section 26 below), (b) changing
the eligibility requirements for participating in the Plan, or (c) impairing
the vested rights of participating employees.

25. EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN.

The Plan shall be effective as of the date of adoption by the Board,
which date is set forth below, subject to approval of the Plan by a majority of
the votes present and entitled to vote at a duly held meeting of the
shareholders of the Company at which a quorum representing a majority of all
outstanding voting stock is present, either in person or by proxy; provided,
however, that upon approval of the Plan by the shareholders of the Company as
set forth above, all rights to purchase shares granted under the Plan on or
after the effective date shall be fully effective as if the shareholders of the
Company had approved the Plan on the effective date. If the shareholders fail
to approve the Plan on or before one year after the effective date, the Plan
shall terminate, any rights to purchase shares granted hereunder shall be null
and void and of no effect, and all contributed funds shall be refunded to
participating employees. The Board may terminate the Plan at any time and for
any reason or for no reason, provided that such termination shall not impair
any rights of participating employees that have vested at the time of
termination. In any event, the Plan shall, without further action of the
Board, terminate ten (10) years after the date of adoption of the Plan by the
Board or, if earlier, at such time as all shares of Class A Common Stock that
may be made available for purchase under the Plan pursuant to Section 1 above
have been issued.

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26. EFFECT OF CHANGES IN CAPITALIZATION.

(a) CHANGES IN STOCK.

If the number of outstanding shares of Class A Common Stock is
increased or decreased or the shares of Class A Common Stock are changed into
or exchanged for a different number or kind of shares or other securities of
the Company by reason of any recapitalization, reclassification, stock split,
reverse split, combination of shares, exchange of shares, stock dividend, or
other distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Company occurring
after the effective date of the Plan, the number and kinds of shares that may
be purchased under the Plan shall be adjusted proportionately and accordingly
by the Company. In addition, the number and kind of shares for which rights
are outstanding shall be similarly adjusted so that the proportionate interest
of a participating employee immediately following such event shall, to the
extent practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding rights shall not change the aggregate Purchase Price
payable by a participating employee with respect to shares subject to such
rights, but shall include a corresponding proportionate adjustment in the
Purchase Price per share.

(b) REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING
CORPORATION.

Subject to Subsection (c) of this Section 26, if the Company shall be
the surviving corporation in any reorganization, merger or consolidation of the
Company with one or more other corporations, all outstanding rights under the
Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Class A Common Stock subject to such rights would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Purchase Price per share
so that the aggregate Purchase Price thereafter shall be the same as the
aggregate Purchase Price of the shares subject to such rights immediately prior
to such reorganization, merger or consolidation.

Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger
or reorganization in which the Company is the surviving corporation) approved
by the Board that results in any

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person or entity owning more than 80 percent of the combined voting power of
all classes of stock of the Company, the Plan and all rights outstanding
hereunder shall terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan and/or the
assumption of the rights theretofore granted, or for the substitution for such
rights of new rights covering the stock of a successor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kinds
of shares and exercise prices, in which event the Plan and rights theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Plan, the Payroll Deduction Period shall
be deemed to have ended on the last trading day prior to such termination, and
in accordance with Section 10 above the rights of each participating employee
then outstanding shall be deemed to be automatically exercised on such last
trading day. The Board shall send written notice of an event that will result
in such a termination to all participating employees not later than the time at
which the Company gives notice thereof to its stockholders.

(d) ADJUSTMENTS.

Adjustments under this Section 26 related to stock or securities of
the Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.

(e) NO LIMITATIONS ON COMPANY.

The grant of a right pursuant to the Plan shall not affect or limit 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, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

27. GOVERNMENTAL REGULATION.

The Company's obligation to issue, sell and deliver shares of Class A
Common Stock pursuant to the Plan is subject to such approval of any
governmental authority and any national securities exchange or other market
quotation system as may be required in connection with the authorization,
issuance or sale of such shares.

28. STOCKHOLDER RIGHTS.

Any dividends paid on shares held by the Company for a participating
employee's account will be transmitted to the employee. The Company will
deliver to each participating employee who purchases shares of Class A Common
Stock under the Plan, as promptly as practicable by mail or otherwise, all
notices of

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15

meetings, proxy statements, proxies and other materials distributed by the
Company to its stockholders. Any shares of Class A Common Stock held by the
Agent for an employee's account will be voted in accordance with the employee's
duly delivered and signed proxy instructions. There will be no charge to
participating employees in connection with such notices, proxies and other
materials.

29. RULE 16B-3.

Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor provision under the
Exchange Act. If any provision of the Plan or action by the Board fails to so
comply, it shall be deemed null and void to the extent permitted by law and
deemed advisable by the Board. Moreover, in the event the Plan does not
include a provision required by Rule 16b-3 to be stated herein, such provision
(other than one relating to eligibility requirements, or the price and amount
of awards) shall be deemed automatically to be incorporated by reference into
the Plan.

30. PAYMENT OF PLAN EXPENSES.

The Company will bear all costs of administering and carrying out the
Plan.

* * *

This Plan was duly adopted and approved by the Board of Directors of
the Company by resolution at a meeting held on the 28th of March, 1996.

/s/ CASEY D. MAHON
------------------------------
Casey D. Mahon, Esq.
Secretary of the Company

This Plan was duly approved by the stockholders of the Company at a
meeting of the stockholders held on the 30th of April, 1996.

/s/ CASEY D. MAHON
------------------------------
Casey D. Mahon, Esq.
Secretary of the Company

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