EXHIBIT 10.10

                        SUNSHINE ACQUISITION CORPORATION
                            1998 STOCK INCENTIVE PLAN

                         2006 AMENDMENT AND RESTATEMENT

1. Background; Purpose.

      This instrument sets forth the 2006 Amendment and Restatement of the plan
formerly known as the SS&C Technologies, Inc. 1998 Stock Incentive Plan. The
purpose of this Amendment and Restatement is in part to reflect the assumption
of this plan by Sunshine Acquisition Corporation, a Delaware corporation (the
"Company"), in connection with the acquisition of SS&C Technologies, Inc., a
Delaware corporation ("SS&C"), by the Company. The purpose of this 1998 Stock
Incentive Plan (the "Plan") of the Company is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any present or future
subsidiary corporations of Sunshine Acquisition Corporation as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2. Eligibility.

      All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock or other
stock-based awards (each, an "Award") under the Plan. Any person who has been
granted an Award under the Plan shall be deemed a "Participant."

3. Administration; Delegation.

      (a) Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

      (b) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

      (c) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). If and when the common
stock, $.01 par value per share, of the Company (the "Common Stock") is
registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the
Board shall appoint one such Committee of not less than two members, each member
of which shall be an "outside director" within the meaning of Section 162(m) of
the Code and a "non-employee director" as defined in



Rule 16b-3 promulgated under the Exchange Act. All references in the Plan to the
"Board" shall mean the Board or a Committee of the Board or the executive
officer referred to in Section 3(b) to the extent that the Board's powers or
authority under the Plan have been delegated to such Committee or executive
officer.

4. Stock Available for Awards.

      (a) No Further Grants. No Awards shall be granted under the Plan after the
date that SS&C became a subsidiary of the Company. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.

      (b) Adjustment to Common Stock. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under the Plan, (ii) the number and class of security and exercise price per
share subject to each outstanding Option, (iii) the repurchase price per
security subject to each outstanding Restricted Stock Award, and (iv) the terms
of each other outstanding stock-based Award shall be appropriately adjusted by
the Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or substitution)
is necessary and appropriate. If this Section 4(b) applies and Section 8(e)(1)
also applies to any event, Section 8(e)(1) shall be applicable to such event,
and this Section 4(b) shall not be applicable.

5. Stock Options.

      (a) General. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

      (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall be subject to and shall be construed consistently with the
requirements of Section 422 of the Code. The Company shall have no liability to
a Participant, or any other party, if an Option (or any part thereof) that is
intended to be an Incentive Stock Option is not an Incentive Stock Option.

      (c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

      (d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

      (e) Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

      (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

            (1) in cash or by check, payable to the order of the Company;

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            (2) except as the Board may otherwise provide in an Option
Agreement, by delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price, or by delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price;

            (3) to the extent permitted by the Board and explicitly provided in
an Option Agreement (i) by delivery of shares of Common Stock owned by the
Participant valued at their fair market value as determined by the Board in good
faith ("Fair Market Value"), which Common Stock was owned by the Participant at
least six months prior to such delivery, (ii) by delivery of a promissory note
of the Participant to the Company on terms determined by the Board or (iii) by
payment of such other lawful consideration as the Board may determine; or

            (4) by any combination of the above permitted forms of payment.

(g) Payment of Exercise Price with Common Stock. With the consent of the Board
and to the extent permitted by law, each Participant may pay the exercise price
of an Option for the shares of Common Stock with respect to which such Option is
exercised through the surrender of shares of Common Stock then issuable upon
exercise of the Option having a fair market value on the date of the exercise of
the Option equal to the aggregate exercise price of the exercised portion of the
Option (in which case the Participant will be deemed the legal owner of such
surrendered shares of Common Stock at the time of the exercise of the Option);
provided that the foregoing is at such time permitted under the terms of the
agreements governing any indebtedness to which the Company or any of its
subsidiaries may be a party; and provided, further that no fractional shares of
Common Stock may be surrendered to satisfy any portion of the exercise price and
the Participant hereby agrees to satisfy any additional amount of exercise price
that is not satisfied through the surrender of shares of Common Stock by the
Company. The fair market value of a share of Common Stock for purposes of this
Section 5(g) shall be reasonably determined by the Board, taking into account
the most recent third party valuation obtained by the Company.

6. Restricted Stock.

            The Board shall determine the terms and conditions of any such
Restricted Stock Award, including the conditions for repurchase (or forfeiture)
and the issue price, if any. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

7. Other Stock-Based Awards.

            Other Awards based upon the Common Stock shall have such terms and
conditions as the Board may determine, including the grant of shares based upon
certain conditions, the grant of securities convertible into Common Stock and
the grant of stock appreciation rights.

8. General Provisions Applicable to Awards.

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      (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

      (b) Documentation. Each Award shall be evidenced by a written instrument
in such form as the Board shall determine, it being understood that an
electronic form of Award shall be deemed to be a written instrument for purposes
of the Plan. Each Award may contain terms and conditions in addition to those
set forth in the Plan.

      (c) Board Discretion. Except as otherwise provided by the Plan, each type
of Award may be made alone or in addition or in relation to any other type of
Award. The terms of each type of Award need not be identical, and the Board need
not treat Participants uniformly.

      (d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

      (e) Acquisition Events.

            (1) Consequences of Acquisition Events. Upon the occurrence of an
Acquisition Event (as defined below), each outstanding Option or Award shall be
assumed or an equivalent option or award substituted by the successor
corporation or a parent or subsidiary of the successor corporation, provided
that any such Options substituted for Incentive Stock Options shall satisfy, in
the determination of the Board, the requirements of Section 424(a) of the Code,
unless the successor corporation refuses to assume or substitute for the Option
or Award, in which case (i) the Participant shall have the right to exercise the
Option in full, including with respect to shares of Common Stock as to which it
would not otherwise be exercisable, (ii) all Restricted Stock Awards then
outstanding shall become free of all restrictions prior to the consummation of
the Acquisition Event; and (iii) any other stock-based Awards outstanding shall
become exercisable, realizable or vested in full, or shall be free of all
conditions or restrictions, as applicable to each such Award, prior to the
consummation of the Acquisition Event. If an Option or Award is exercisable in
lieu of assumption or substitution in the event of an Acquisition Event, the
Board shall notify the Participant in writing or electronically that the Option
or Award shall be fully exercisable for a period of not less than forty-five
(45) days from the date of such notice, and the Option or Award shall terminate
upon the expiration of such period.

            Each Option or other Award assumed or substituted pursuant to the
immediately preceding paragraph shall include a provision to the effect that
such Option or Award shall become immediately exercisable (or vested) in full
if, on or prior to the first anniversary of the Acquisition Event, the
Participant terminates his or her employment for Good Reason or is terminated
without Cause by the surviving or acquiring corporation. "Good Reason" shall
mean any significant diminution in the optionee's title, authority, or
responsibilities from and after such Acquisition Event or any reduction in the
annual cash compensation payable to the Participant from and after such
Acquisition Event. "Cause" shall mean any willful misconduct by the Participant
which affects the business reputation of the Company or willful failure by the
Participant to perform his or her material responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company). The Participant
shall be considered to have been discharged for "Cause" if the

                                      -4-



Company determines, within 30 days after the Participant's resignation, that
discharge for Cause was warranted.

            An "Acquisition Event" shall mean: (a) any merger or consolidation
which results in the voting securities of the Company outstanding immediately
prior thereto representing immediately thereafter (either by remaining
outstanding or by being converted into voting securities of the surviving or
acquiring entity) less than 50% of the combined voting power of the voting
securities of the Company or such surviving or acquiring entity outstanding
immediately after such merger or consolidation; (b) any sale of all or
substantially all of the assets of the Company; or (c) the complete liquidation
of the Company.

            (2) Assumption of Options Upon Certain Events. The Board may grant
Awards under the Plan in substitution for stock and stock-based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.

      (f) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Board may allow Participants to
satisfy such tax obligations in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

      (g) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

      (h) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company; (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations; and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

      (i) Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of all restrictions or that any other stock-based Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

9. Miscellaneous.

      (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at

                                      -5-



any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided in
the applicable Award.

      (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.

      (c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant designated as subject to Section 162(m) by the Board shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of (i)
the date on which the Plan was adopted by the Board or (ii) the date the Plan
was approved by the Company's stockholders, but Awards previously granted may
extend beyond that date.

      (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no Award granted to a
Participant designated as subject to Section 162(m) by the Board after the date
of such amendment shall become exercisable, realizable or vested, as applicable
to such Award (to the extent that such amendment to the Plan was required to
grant such Award to a particular Participant), unless and until such amendment
shall have been approved by the Company's stockholders.

      (e) Stockholder Approval. For purposes of this Plan, stockholder approval
shall mean approval by a vote of the stockholders in accordance with the
requirements of Section 162(m) of the Code.

      (f) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                         Adopted by the Board of Directors on May 17, 2006.

                         Approved by the Stockholders on May 17, 2006.

                                      -6-



                             SS&C TECHNOLOGIES, INC.
                            1998 STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

1. Grant of Option. On [______] (the "Grant Date"), SS&C Technologies, Inc., a
Delaware corporation (the "Company"), hereby grants to [________________] (the
"Optionee"), an option ("Option"), pursuant to the Company's 1998 Stock
Incentive Plan, as amended (the "Plan"), to purchase an aggregate of [_______]
shares (the "Shares") of common stock, $.01 par value per share, of the Company
at an exercise price of $[_____] per share (the "Exercise Price"), purchasable
as set forth in, and subject to the terms and conditions of, this Option and the
Plan, which is incorporated herein by reference. Unless earlier terminated, this
Option shall expire [ten years from the Grant Date] (the "Final Exercise Date").
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option.

[]    It is intended that this Option shall be an Incentive Stock Option
      ("ISO"), as defined in Section 422 of the Internal Revenue Code of 1986,
      as amended, and any regulations promulgated thereunder (the "Code"). To
      the extent that this Option is not an ISO it shall be treated as a
      nonstatutory stock option.

[]    It is intended that this Option shall not be an incentive stock option as
      defined in Section 422 of the Code.

2. Vesting Schedule.

      This Option will become exercisable ("vest") as to 25% of the original
number of Shares on the first anniversary of the Grant Date and as to an
additional 2.0833% of the original number of Shares on the day of the month of
the Grant Date for each successive month following the first anniversary of the
Grant Date until the fourth anniversary of the Grant Date.

      The right of exercise shall be cumulative so that to the extent this
Option is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this Option under the provisions hereof or the Plan.

3. Exercise of Option. This Option shall be exercisable during its term in
accordance with the Vesting Schedule as follows:

      (i) Right to Exercise.

            (a) This Option may not be exercised for a fraction of a Share.

            (b) In the event of the Optionee's death or disability or if the
Optionee ceases to be an Eligible Participant (as defined below), the
exercisability of this Option is governed by Sections 6 and 7 below, subject to
the limitation contained in subsection 3(i)(c).

            (c) In no event may this Option be exercised after the Final
Exercise Date.

      (ii) Method of Exercise. Unless the Company or its agents notify the
Optionee of alternate exercise procedures, each election to exercise this Option
shall be in writing and shall state the election to

                                      -7-



exercise this Option and the number of Shares with respect to which this Option
is being exercised. Such written notice shall be signed by the Optionee and
shall be delivered to the Secretary of the Company in person, by certified mail
or by such other means acceptable to the Company. The written notice shall be
accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the
Exercise Price.

      No Shares will be issued pursuant to the exercise of this Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange or stock market upon which the Shares
may then be listed.

4. Method of Payment. Payment of the Exercise Price shall be by any of the
following, or a combination thereof at the election of the Optionee:

      (i) cash; or

      (ii) check; or

      (iii) by delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the Exercise Price, or by delivery by the Optionee to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the Exercise Price; or

      (iv) surrender of other shares of common stock of the Company which (A)
have been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised.

5. Continuous Relationship with the Company Required. Except as otherwise
provided in Section 7 below, this Option may not be exercised unless the
Optionee, at the time he or she exercises this Option, is, and has been at all
times since the Grant Date of this Option, an employee, officer or director of,
or consultant or advisor to, the Company or any parent or subsidiary of the
Company as defined in Section 424(e) or (f) of the Code (an "Eligible
Participant").

6. Termination of Relationship with the Company. In the event the Optionee
ceases to be an Eligible Participant, the Optionee may, to the extent otherwise
so entitled at the date of such termination (the "Termination Date"), exercise
this Option for a period of three months following the Termination Date. To the
extent that the Optionee was not entitled to exercise this Option at the date of
such termination, or if the Optionee does not exercise this Option within the
time specified herein, this Option shall terminate. Notwithstanding the
foregoing, if the Optionee, during the term of this Option, violates the
non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Optionee and the Company, the right to exercise this Option shall terminate
immediately upon such violation.

7. Exercise Period Upon Death or Disability. If the Optionee dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the date
of expiration of this Option while he or she is an Eligible Participant and the
Company has not terminated such relationship for "Cause" as specified in Section
8 below, this Option shall be exercisable, within the period of twelve (12)
months following the date of death or disability of the Optionee by the Optionee
(or in the case of death by an authorized transferee), provided that this Option
shall be exercisable only to the extent that this Option was exercisable by the
Optionee on the date of his or her death or disability, and further provided
that this Option shall not be exercisable after the Final Exercise Date.

                                      -8-



8. Discharge for Cause. If the Optionee, prior to the date of expiration of this
Option, is discharged by the Company for "Cause" (as defined below), the right
to exercise this Option shall terminate immediately upon the effective date of
such discharge. "Cause" shall mean willful misconduct by the Optionee or willful
failure by the Optionee to perform his or her responsibilities to the Company
(including, without limitation, breach by the Optionee of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Optionee and the Company), as determined by the
Company, which determination shall be conclusive. The Optionee shall be
considered to have been discharged for Cause if the Company determines, within
30 days after the Optionee's resignation, that discharge for Cause was
warranted.

9. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

10. Term of Option. This Option may be exercised only within the term expiring
on the Final Exercise Date, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.

11. Withholding. No Shares will be issued pursuant to the exercise of this
Option unless and until the Optionee pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in respect of this Option.

12. Acquisition Events. This Option shall become immediately exercisable in full
if, on or prior to the first anniversary of an Acquisition Event, the Optionee
terminates his or her employment for Good Reason or is terminated without Cause
(for purposes of this Section 12, as defined in the Plan) by the surviving or
acquiring corporation.

                                                 SS&C TECHNOLOGIES, INC.

                                                 By:
                                                     ---------------------------

                                                     Name:
                                                     Title:

      OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN
THE COMPANY'S 1998 STOCK INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY
REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
EMPLOYMENT, DIRECTORSHIP, CONSULTANCY OR OTHER RELATIONSHIP WITH THE COMPANY,
NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY OR OTHER RELATIONSHIP ANY
TIME, WITH OR WITHOUT CAUSE.

                                      -9-



      The Optionee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. The
Optionee has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and
fully understands all provisions of this Option. The Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Board of Directors of the Company upon any questions arising under the Plan or
this Option. The Optionee further agrees to notify' the Company upon any change
in the residence address indicated below.

Dated:
       --------------                            -------------------------------
                                                 [Name of Employee]

                                                 Residence Address:
                                                 [Insert Employee Address]

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