Exhibit 10.3(a)(a)

                                OGDEN CORPORATION
                             1999 STOCK OPTION PLAN
                            (Effective May 20, 1999)

1. Purpose.

      The purposes of this Ogden Corporation 1999 Stock Option Plan (the "Plan")
are to induce certain individuals to remain in the employ of, or to continue to
serve as directors of, Ogden Corporation (the "Company"), its present and future
subsidiary corporations (each a "Subsidiary"), as defined in section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code") and its future parent
corporations, if any (each, a "Parent"), as defined in section 424(e) of the
Code, to attract new individuals to enter into such employment and service and
to encourage such individuals to secure or increase on reasonable terms their
stock ownership in the Company. The Board of Directors of the Company (the
"Board") believes that the granting of stock options and other awards (the
"Awards") under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company and aid in
securing its continued growth and financial success.

2. Shares Subject to Plan.

      The maximum number of shares of the common stock, par value $.50 per share
(the "Common Stock"), of the Company with respect to which Awards may be granted
under the Plan or that may be delivered to participants ("Participants") and
their beneficiaries under the Plan shall be 4,000,000 (subject to adjustment as
provided in Section 9 of the Plan). For purposes of this Section 2 other than
with regard to incentive stock options described in Section 4(A) of the Plan,
the number of shares that may be delivered under the Plan shall be determined
after giving effect to the use by a Participant of the right, if granted, to
cause the Company to withhold from the shares of Common Stock otherwise
deliverable to him or her upon the exercise of an Award, shares of Common Stock
in payment of all or a portion of his or her withholding obligation arising from
such exercise (i.e., only the number of shares issued net of the shares tendered
shall be deemed delivered for purposes of determining the maximum number of
shares available for delivery under the Plan). If any Awards expire or terminate
for any reason without having been exercised in full, new Awards may thereafter
be granted with respect to the unpurchased shares subject to such expired or
terminated Awards. If a limited stock appreciation right ("LSAR") is granted in
tandem with a stock option, such grant shall only apply once against the maximum
number of shares of Common Stock which may be delivered to Participants or
granted under the Plan. The shares of Common Stock available under the Plan may
be either authorized and unissued shares of Common Stock or shares of Common
Stock held in or acquired for the treasury of the Company.

3. Administration.

      (A) The Plan shall be administered by a committee or subcommittee of the
Board (the "Committee") which shall consist of two or more members of the Board,
each of whom is intended to be, to the extent required by Rule 16b-3 promulgated
under section 16(b) of the Securities Exchange Act of 1934, as amended ("Rule
16b-3"), a "non-employee director" as defined in Rule 16b-3 and, to the extent
required by section 162(m) of the Code, an "outside director" as defined under
section 162(m) of the Code; provided, however, that with respect to the
application of the Plan to non-employee directors, the Board shall be deemed the
Committee. If for any reason the Committee does not meet the requirements of
Rule 16b-3 or section 162(m) of the Code, such non-compliance with the
requirements of Rule 16b-3 or section 162(m) of the Code shall not affect the
validity of Awards, interpretations or other actions of the Committee. The
Committee shall be appointed annually by the Board, which may at any time and
from time to time remove any members of the Committee, with or without cause,
appoint additional members to the Committee and fill vacancies, however caused,
in the Committee. In the event that no Committee shall have been appointed, the
Plan shall be administered by the Board. A majority of the members of the
Committee shall constitute a quorum. All determinations of the Committee shall
be made by a majority of its members present at a meeting duly called and held
except that the Committee may delegate to any one of its members the authority
of the Committee with respect to the grant of Awards to an employee who: (i) is
not an officer and/or director of the Company; (ii) is not, and may not
reasonably be expected to become, a "covered employee" within the meaning of
section 162(m)(3) of the Code; and (iii) who is not subject to the reporting
requirements under section 16(a) of the Securities Exchange Act of 1934, as
amended. Any decision or determination of the Committee


reduced to writing and signed by all of the members of the Committee (or by a
member of the Committee to whom authority has been delegated) shall be fully as
effective as if it had been made at a meeting duly called and held.

      (B) The Committee's powers and authority shall include, but not be limited
to (i) selecting individuals for participation who are employees of the Company,
any Subsidiary or any Parent and who are members of the Board; (ii) determining
the types and terms and conditions of all Awards granted, including performance
and other earnout and/or vesting contingencies; (iii) permitting transferability
of Awards to third parties; (iv) interpreting the Plan's provisions; and (v)
administering the Plan in a manner that is consistent with its purpose. The
Committee's determination on the matters referred to in this Section 3(B) shall
be conclusive. Any dispute or disagreement which may arise under or as a result
of or with respect to any Award shall be determined by the Committee, in its
sole discretion, and any interpretations by the Committee of the terms of any
Award shall be final, binding and conclusive.

      (C) Subject to Section 12 of the Plan, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan and perform all acts, including the delegation of
its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of the Plan and
any Award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in
any agreement relating thereto in the manner and to the extent it shall deem
necessary to effectuate the purpose and intent of the Plan. The Committee may
adopt special guidelines and provisions for persons who are residing in, or
subject to, the taxes of, non-U.S. jurisdictions to comply with applicable tax,
securities and other laws and may impose any limitations and restrictions that
it deems necessary to comply with the applicable tax, securities and other laws
of such non-U.S. jurisdictions. To the extent applicable, the Plan is intended
to comply with section 162(m) of the Code (with regard to "covered employees" as
defined in section 162(m) of the Code) and the applicable requirements of Rule
16b-3 and shall be limited, construed and interpreted in a manner so as to
comply therewith.

4. Types of Awards.

      An Award may be granted singularly, in combination with another Award(s)
or in tandem whereby exercise or vesting of one Award held by a Participant
cancels another award held by the Participant. Subject to Section 6 hereof, an
Award may be granted as an alternative to or replacement of an existing Award
under the Plan or under any other compensation plans or arrangements of the
Company, including the plan of any entity acquired by the Company. The types of
Awards that may be granted under the Plan include:

      (A) A stock option, which represents a right to purchase a specified
number of shares of Common Stock during a specified period at a price per share
which is no less than that required by Section 6 hereof. Options will be either
(a) "incentive stock options" (which term, when used herein, shall have the
meaning ascribed thereto by the provisions of section 422(b) of the Code, or (b)
options which are not incentive stock options ("non-qualified stock options"),
as determined at the time of the grant thereof by the Committee.

      (B) An LSAR, which is a right granted in tandem with a related stock
option, to receive a payment in cash equal to the excess of the aggregate price
(as described herein) at the time specified below of a specified number of
shares of Common Stock over the aggregate exercise price of the related stock
option being exercised; provided, however, that such right shall be exercisable
only upon the occurrence of a Change in Control and only in the alternative to
exercise of its related stock option. The Committee may grant in connection with
any stock option granted hereunder one or more LSARs relating to a number of
shares of Common Stock less than or equal to the number of shares of Common
Stock subject to the related stock option. An LSAR may be granted at the same
time as, or subsequent to the time that, its related stock option is granted.

      The exercise of an LSAR relating to a non-qualified stock option with
respect to any number of shares of Common Stock shall entitle the Participant to
a cash payment, for each share, equal to the excess of (i) the greatest of (A)
the highest price per share of Common Stock paid in the Change in Control in
connection with which such LSAR became exercisable, (B) the fair market value of
a share of Common Stock on the date of such Change of Control and (C) the fair
market value of a share of Common Stock on the effective date of such exercise
over (iii) the exercise price of the related stock option. Such payment shall be
paid as soon as practical, but in no event later than the expiration of five
business days, after the effective date of such exercise. The exercise of an
LSAR relating to an incentive stock option with respect to any number of shares
of Common Stock shall entitle the Participant to a cash payment, for each such
share,


equal to the excess of (i) the fair market value of a share of Common Stock on
the effective date of such exercise over (ii) the exercise price of the related
stock option. Such payment shall be paid as soon as practical, but in no event
later than the expiration of five business days, after the effective date of
such exercise.

      An LSAR shall be exercisable only during the period commencing on the
first day following the occurrence of a Change in Control and terminating on the
expiration of ninety days after such date. Notwithstanding anything else herein,
an LSAR relating to an incentive stock option may be exercised with respect to a
share of Common Stock only if the fair market value of such share on the
effective date of such exercise exceeds the exercise price relating to such
share. Notwithstanding anything else herein, an LSAR may be exercised only if
and to the extent that the stock option to which it relates is exercisable. The
exercise of an LSAR with respect to a number of shares of Common Stock shall
cause the immediate and automatic cancellation of the stock option to which it
relates with respect to an equal number of shares. The exercise of a related
stock option, or the cancellation, termination or expiration of a related stock
option (other than pursuant to this paragraph), with respect to a number of
shares of Common Stock, shall cause the cancellation of the LSAR related to it
with respect to an equal number of shares. Each LSAR shall be exercisable in
whole or in part; provided, that no partial exercise of an LSAR shall be for an
aggregate exercise price of less than $1,000. The partial exercise of an LSAR
shall not cause the expiration, termination or cancellation of the remaining
portion thereof.

      (C) A cash award, which is a right denominated in cash or cash units to
receive a cash payment, based on the attainment of pre-established performance
goals and such other conditions, restrictions and contingencies as the Committee
shall determine; provided, however, that if the cash award is made to a "covered
employee," under section 162(m)(3) of the Code, the Award is intended to satisfy
section 162(m) of the Code.

      For each Participant for each calendar year, the Committee may specify a
targeted performance award. The individual target award may be expressed, at the
Committee's discretion, as a fixed dollar amount, a percentage of base pay or
total pay (excluding payments made under the Plan), or an amount determined
pursuant to an objective formula or standard. Establishment of an individual
target award for an employee for a calendar year shall not imply or require that
the same level individual target award (if any such award is established by the
Committee for the relevant employee) be set for any subsequent calendar year. At
the time the performance goals are established, the Committee shall prescribe a
formula to determine the percentages (which may be greater than one-hundred
percent (100%)) of the individual target award which may be payable based upon
the degree of attainment of the performance goals during the calendar year.
Notwithstanding anything else herein, the Committee may, in its sole discretion,
elect to pay a Participant an amount that is less than the Participant's
individual target award (or attained percentage thereof) regardless of the
degree of attainment of the performance goals; provided that no such discretion
to reduce an Award earned based on achievement of the applicable performance
goals shall be permitted for the calendar year in which a Change in Control of
the Company occurs, or during such calendar year with regard to the prior
calendar year if the Awards for the prior calendar year have not been made by
the time of the Change in Control of the Company, with regard to individuals who
were Participants at the time of the Change in Control of the Company.

      For "covered employees" under section 162(m) of the Code, the Committee
shall establish the objective performance goals, formulae or standards and the
individual target award (if any) applicable to each Participant or class of
Participants for a calendar year in writing prior to the beginning of such
calendar year or at such later date as permitted under section 162(m) of the
Code and while the outcome of the performance goals are substantially uncertain.
Such performance goals may incorporate, if and only to the extent permitted
under section 162(m) of the Code, provisions for disregarding (or adjusting for)
changes in accounting methods, corporate transactions (including, without
limitation, dispositions and acquisitions) and other similar type events or
circumstances. The performance goals that may be used by the Committee for such
Awards shall be based on the goals described in Exhibit A, attached hereto. The
Committee may designate a single goal criterion or multiple goal criteria for
performance measure purposes with the measurement based on absolute Company,
Subsidiaries, Parent, division or business unit performance and/or on
performance as compared with that of other publicly traded companies. With
respect to "covered employees" under section 162(m) of the Code, the Committee
shall satisfy the certification requirements in the manner set forth under
section 162(m) of the Code.

      (D) The Committee may provide a loan to any Participant in an amount
determined by the Committee to enable the Participant to pay (i) any federal,
state or local income taxes arising out of the exercise of an Award or (ii) the
exercise price with respect to any Award or (iii) to purchase shares of Common
Stock on the open market. Any such loan (i) shall be for such term and at such
rate of interest as the Committee may determine, (ii) shall be evidenced by a
promissory note


in a form determined by the Committee and executed by the Participant and (iii)
shall be subject to such other terms and conditions as the Committee may
determine.

5. Eligibility.

      An Award may be granted only to (i) employees of the Company, a Subsidiary
or a Parent, (ii) directors of the Company who are not employees of the Company,
a Subsidiary or a Parent and (iii) employees of a corporation which has been
acquired by the Company, a Subsidiary or a Parent, whether by way of exchange or
purchase of stock, purchase of assets, merger or reverse merger, or otherwise,
who hold options with respect to the stock of such corporation which the Company
has agreed to assume. Eligibility for the grant of an Award and actual
participation in the Plan shall be determined by the Committee in its sole
direction.

6. Stock Option Prices and Fair Market Value.

      (A) Except as otherwise provided in Section 14 hereof, the initial per
share option price of any stock option shall not be less than the fair market
value of a share of Common Stock on the date of grant; provided, however, that,
in the case of a Participant who owns (within the meaning of section 424(d) of
the Code) more than 10% of the total combined voting power of all classes of
stock of the Company, each Subsidiary and Parent at the time a stock option
which is an incentive stock option is granted to him or her, the initial per
share option price shall not be less than 110% of the fair market value of a
share of Common Stock on the date of grant.

      (B) For all purposes of this Plan, the fair market value of a share of
Common Stock on any date shall be (i) the average of the high and low sales
prices on such day of a share of Common Stock as reported on the principal
securities exchange on which shares of Common Stock are then listed or admitted
to trading or (ii) if not so reported, the average of the closing bid and ask
prices on such date as reported on the NASDAQ Stock Market, Inc. or (iii) if not
so reported, as furnished by any member of the National Association of
Securities Dealers, Inc. selected by the Committee. In the event that the price
of a share of Common Stock shall not be so reported, the Fair Market Value of a
share of Common Stock shall be determined by a qualified appraiser selected by
the Committee. Notwithstanding anything herein to the contrary, the fair market
value of a share of Common Stock on any date means the price for Common Stock
set by the Committee in good faith based on reasonable methods set forth under
section 422 of the Code and the regulations thereunder including, without
limitation, a method utilizing the average of prices of the Common Stock
reported on the principal national securities exchange on which it is then
traded on the NASDAQ Stock Market, Inc. during a reasonable period designated by
the Committee.

7. Option Term.

      Options shall be granted for such term as the Committee shall determine,
not in excess of ten years from the date of the granting thereof; provided,
however, that, except as otherwise provided in Section 14 hereof, in the case of
a Participant who owns (within the meaning of section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company, each Subsidiary and Parent that the time an option which is an
incentive stock option is granted to him or her, the term with respect to such
option shall not be in excess of five years from the date of the granting
thereof.

8. Limitation on Amount of Awards Granted.

      (A) Except as otherwise provided in Section 14 hereof, the aggregate fair
market value of the shares of Common Stock for which any Participant may be
granted incentive stock options which are exercisable for the first time in any
calendar year (whether under the terms of the Plan or any other stock option
plan of the Company) shall not exceed $100,000.

      (B) No Participant shall be granted stock options and/or LSARs during any
calendar year to purchase more than an aggregate of 500,000 shares of Common
Stock (subject to adjustment as provided in Section 9 of the Plan). LSARs
granted in tandem with a stock option shall only apply once against a
Participant's maximum individual number of shares of Common Stock subject to an
award of options and/or LSARs hereunder.


      (C) Subject to Section 8(D), the following additional maximums are imposed
under the Plan. The maximum number of shares of Common Stock that may be covered
by stock options intended to be incentive stock options shall be 4,000,000
(subject to adjustment as provided in Section 9 of the Plan). The maximum
payment that may be made for awards granted to any one individual pursuant to
Section 4(C) hereof shall be $3,000,000 for any single or combined performance
goals established for a specified performance period. A specified performance
period for purposes of this performance goal payment limit shall not exceed a
sixty (60) consecutive month period.

      (D) Subject to the overall limitation on the number of shares of Common
Stock that may be delivered under the Plan, the Committee may use available
shares of Common Stock as the form of payment for compensation, grants or rights
earned or due under any other compensation plans or arrangements of the Company,
including the plan of any entity acquired by the Company.

9. Adjustment of Number of Shares.

      (A) In the event that a dividend shall be declared upon the Common Stock
payable in shares of Common Stock, the number of shares of Common Stock then
subject to any Award and the number of shares of Common Stock available for
purchase or delivery under the Plan but not yet covered by an Award shall be
adjusted by adding to each share the number of shares which would be
distributable thereon if such shares had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock dividend. In the
event that the outstanding shares of Common Stock are exchanged for a different
number or kind of shares of stock or other securities of the Company or of
another corporation, whether through reorganization, recapitalization, stock
split-up, reverse stock split, reclassification, combination of shares, sale of
assets or merger or consolidation in which the Company is the surviving
corporation, then, if the Committee shall determine, in its sole discretion, to
be appropriate, there shall be substituted for each share of Common Stock then
subject to any outstanding Award and for each share of Common Stock which may be
issued under the Plan but not yet covered by an outstanding Award, the number
and kind of shares of stock or other securities for which each outstanding share
of Common Stock shall be so exchanged and, if determined by the Committee in its
sole discretion to be appropriate, the exercise or option price applicable under
any then outstanding Award shall be adjusted proportionately to reflect such
corporate transaction.

      (B) In the event that there shall be any change in the capitalization of
the Company or other corporate change affecting the outstanding Common Stock,
including by way of an extraordinary or stock dividend, spin-off or other
corporate change, other than any change specified in Section 9(A) hereof, then,
if the Committee shall, in its sole discretion, determine it to be appropriate,
the number or kind of shares then subject to any outstanding Award, the number
or kind of shares then available for issuance in accordance with the provisions
of the Plan but not yet covered by an outstanding Award, and/or the exercise or
option price applicable under any then outstanding Award shall be adjusted
proportionately to reflect such corporate event and, if and to the to extent the
Committee shall, in its sole discretion, determine it to be appropriate, all or
any portion of the Plan may be assumed by any corporate successor to all or a
portion of the Company's business and shares of such corporate successor (or the
Parent or a Subsidiary thereof) shall be substituted for the shares of Common
Stock covered by the portion of the Plan so assumed.

      (C) Notwithstanding the foregoing provisions of this Section 9, in the
case of any then outstanding incentive stock options, the Committee shall make
commercially reasonable efforts to effect any substitution or adjustment
authorized by the Committee pursuant to this Section 9 in a manner consistent
with the applicable requirements of Treasury Regulation section 1.425-1.

      (D) Any substitution or adjustment determined under this Section 9 by the
Committee in good faith shall be final, binding and conclusive on the Company
and all Participants, directors and employees and their respective heirs,
executors, administrators, successors and assigns.

      (E) No adjustment or substitution provided for in this Section 9 shall
require the Company to issue a fractional share under any Award or to sell a
fractional share under any stock option. Fractional shares of Common Stock
resulting from any adjustment in Awards pursuant to this Section 9 shall be
aggregated until, and eliminated at, the time of exercise by rounding-down for
fractions less than one-half and rounding-up for fractions equal to or greater
than one-half. No cash settlements shall be made with respect to fractional
shares eliminated by rounding.


      (F) (i) Notwithstanding the foregoing provisions of this Section 9, in the
event of a Change in Control, each Award shall become fully vested and
exercisable.

      (ii) As used herein, "Change in Control" shall mean:

      (I) any Person (as such term is defined in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company's then outstanding
securities, other than beneficial ownership by a Participant, the Company, any
subsidiary of the Company, any employee benefit plan of the Company or a
subsidiary thereof or any person or entity organized, appointed or established,
pursuant to the terms of any such benefit plan;

      (II) the Company's stockholders approve an agreement to merge or
consolidate the Company with another corporation, or an agreement providing for
the sale of substantially all of the assets of the Company to one or more
corporations, in any case other than with or to a corporation 50% or more of
which is controlled by, or is under common control with, the Company; or

      (III) during any two-year period, individuals who at the date on which the
period commences constitute a majority of the Board cease to constitute a
majority of thereof for any reason; provided, however, that a director who was
not a director at the beginning of such period shall be deemed to have satisfied
the two-year requirement if such director was elected by, or on the
recommendation of, at least two-thirds of the directors who were directors at
the beginning of such period (either actually or by prior operation of this
provision), other than any director who is so approved in connection with any
actual or threatened contest for election to positions on the Board.

      (G) In the event of the occurrence of any corporate transaction or event
described in Section 9(A) or 9(B) hereof or the occurrence of a Change in
Control, the Committee may reasonably determine in good faith that all or a
portion of the Awards hereunder shall be honored, assumed or converted or new
rights substituted therefor (each such honored, assumed, converted or
substituted Award shall hereinafter be called an "Alternative Award") by a
Participant's employer (or the parent or a subsidiary of such employer)
immediately following such corporate transaction or event or Change in Control,
provided that any such Alternative Award must meet the following criteria:

      (i) the Alternative Award must be based on stock which is traded on an
established securities market, or which will be so traded within 30 days of the
transaction, event or Change in Control;

      (ii) the Alternative Award must provide such Participant with rights and
entitlements substantially equivalent to the rights and entitlements applicable
under such Award immediately prior to such transaction, event or Change in
Control, including, but not limited to, an identical or better exercise
schedule; and

      (iii) the Alternative Award must have economic value substantially
equivalent to the value of such Award (as determined by the Committee at the
time of the transaction, event or Change in Control).

      For purposes of incentive stock options, any assumed or substituted stock
option shall comply with the requirements of Treasury Regulation ss. 1.425-1
(and any amendments thereto). The Committee may, in its sole discretion, apply
the same methodology to non-qualified stock options.


10. Purchase for Investment, Waivers and Withholding.

      (A) Unless the delivery of shares under any Award shall be registered
under the Securities Act of 1933, such Participant shall, as a condition of the
Company's obligation to deliver such shares, be required to represent to the
Company in writing that he or she is acquiring such shares for his or her own
account as an investment and not with a view to, or for sale in connection with,
the distribution of any thereof. All certificates for shares of Common Stock
delivered under the Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then listed or any national
securities association system upon whose system the Common Stock is then quoted,
any applicable federal or state securities law, and any applicable corporate
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

      (B) In the event of the death of a Participant, an additional condition of
exercising any Award shall be the delivery to the Company of such tax waivers
and other documents as the Committee shall determine.

      (C) An additional condition of exercising any non-qualified stock option
or an LSAR shall be the entry by the Participant into such arrangements with the
Company with respect to withholding as the Committee shall determine. The
Company shall have the right to deduct from any payment to be made to a
Participant, or to otherwise require, prior to the issuance or delivery of any
shares of Common Stock or the payment of any cash hereunder, payment by the
Participant of, any federal, state or local taxes required by law to be
withheld. Any such withholding obligation with regard to any Participant may be
satisfied, subject to the consent of the Committee, by reducing the number of
shares of Common Stock otherwise deliverable. Any fraction of a share of Common
Stock required to satisfy such tax obligations shall be disregarded and the
amount due shall be paid instead in cash by the Participant.

11. No Stockholder Status; No Restrictions on Corporate Acts; No Employment
Right.

      (A) Neither any Participant nor his or her legal representatives, legatees
or distributees shall be or be deemed to be the holder of any share of Common
Stock covered by an Award unless and until a certificate for such share has been
issued. Upon payment of the purchase price therefor, a share issued upon
exercise of an Award shall be fully paid and non-assessable.

      (B) Neither the existence of the Plan nor any Award shall in any way
affect the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding whether of a similar character or otherwise.

      (C) Neither the existence of the Plan nor the grant of any Award shall
require the Company, any Subsidiary or Parent to continue any Participant in the
employ or service of the Company, such Subsidiary or such Parent.


12. Termination and Amendment of the Plan.

      The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable; provided, however, that the Board may not,
without further approval of the holders of the shares of Common Stock in
accordance with the laws of the State of Delaware, solely to the extent required
by the applicable provisions of Rule 16b-3, section 162(m) or 422 of the Code or
the rules of any applicable exchange: (i) increase the aggregate number of
shares of Common Stock as to which Awards may be granted under the Plan (as
adjusted in accordance with the provisions of Section 9 hereof); (ii) increase
the minimum individual Participant share limitations under Section 8(B) of the
Plan; (iii) increase the maximum payment under Section 8(C) of the Plan; (iv)
materially alter the performance criteria described in Section 4(C) and Exhibit
A of the Plan; (v) extend the maximum option period under Section 7 of the Plan;
(vi) change the class of persons eligible to participate in the Plan; or (vii)
change the manner of determining stock option prices under Section 6 of the
Plan. Except as otherwise provided in Section 14 hereof, no termination or
amendment of the Plan may, without the consent of the Participant to whom any
Award shall theretofore have been granted, adversely affect the rights of such
Participant under such Award.

13. Expiration and Termination of the Plan.

      The Plan shall terminate on May 19, 2009 or at such earlier time as the
Board may determine; provided, however, that the Plan shall terminate as of its
effective date in the event that it shall not be approved by the stockholders of
the Company at its 1999 Annual Meeting of Stockholders. Awards may be granted
under the Plan at any time and from time to time prior to its termination. Any
Award outstanding under the Plan at the time of the termination of the Plan
shall remain in effect until such Award shall have been exercised or shall have
expired in accordance with its terms.

14. Stock Options Granted in Connection With Acquisitions.

      In the event that the Committee determines that, in connection with the
acquisition by the Company or a Subsidiary of another corporation which will
become a Subsidiary or division of the Company (such corporation being hereafter
referred to as an "Acquired Subsidiary"), stock options may be granted hereunder
to employees and other personnel of an Acquired Subsidiary in exchange for then
outstanding stock options to purchase securities of the Acquired Subsidiary.
Such stock options may be granted at such option prices, may be exercisable
immediately or at any time or times either in whole or in part, and may contain
such other provisions not inconsistent with the Plan, or the requirements set
forth in Section 12 hereof that certain amendments to the Plan be approved by
the stockholders of the Company, as the Committee, in its discretion, shall deem
appropriate at the time of the granting of such stock options.