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(through inclusion or incorporation by reference in the Option or otherwise) the substance of each of the following provisions:

                          (i)    Term.  Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, no Option
            shall be exercisable after the expiration of ten years from the date it was granted.

                          (ii)   Exercise Price of an Incentive Stock Option.  Subject to the provisions of subsection 5(b)
            regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than the Fair Market
            Value of the Common Stock subject to the Option on the date the Option is granted.

                          (iii)   Exercise Price of a Nonstatutory Stock Option.  The exercise price of each Nonstatutory
            Stock Option shall be not less than the Fair Market Value of the Common Stock subject to the Option on the date the
            Option is granted.

                          (iv)   Consideration.  The purchase price of Common Stock acquired pursuant to an Option shall be
            paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii)
            at the discretion of the Board (1) by delivery to the Company of other Common Stock; (2) according to a deferred payment
            or other similar arrangement with the Optionholder; (3) by a “net exercise” arrangement pursuant to which the Company
            will reduce the number of shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair
            Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept cash or
            other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such
            holding back of whole shares; provided, further, however, that shares of Common Stock will no longer be outstanding under an
            Option to the extent that (i) shares are used to pay the exercise price pursuant to the “net exercise,” (ii) shares are delivered to
            the Participant as a result of such exercise, and (iii) shares are withheld to satisfy tax withholding obligations; (4) by means of
            so-called cashless exercises as permitted under applicable rules and regulations of the Securities and Exchange Commission
            and the Federal Reserve Board; or (5) in any other form of legal consideration that may be acceptable to the Board.  Payment
            of the Common Stock’s par value, if any, shall not be made by deferred payment.  In the case of any deferred payment arrange-
            ment, interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid
            the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest
            under the deferred payment arrangement.

                          (v)    Transferability of an Incentive Stock Option.  An Incentive Stock Option shall not be transferable
            except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only
            by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in
            a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter
            be entitled to exercise the Option.

                          (vi)   Transferability of a Nonstatutory Stock Option.  A Nonstatutory Stock Option shall be transfer-
            able to the extent provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability,
            then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and
            shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the
            Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party
            who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

                          (vii)   Vesting Generally.  The total number of shares of Common Stock subject to an Option may, but
            need not, vest and become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to
            such other terms and conditions on the time or times when it may be exercised (which may be based on performance, stock
            price or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provi-
            sions of this subsection 6(a)(vii) are subject to any Option provisions governing the minimum number of shares of Common
            Stock as to which an Option may be exercised.

                          (viii)   Termination of Service.  In the event an Optionholder’s Service terminates (other than upon the
            Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was
            entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i)
            the date three months following the termination of the Optionholder’s Service (or such longer or shorter period specified in
            the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termina-



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