Equity Incentive Plan - WorldCom Inc., MFS Communications Corp. and UUNET Technologies Inc.


                               WORLDCOM/MFS/UUNET
                             EQUITY INCENTIVE PLAN


INTRODUCTION AND HISTORY OF PLAN

       Effective August 12, 1996, MFS Communications Company, Inc. ('MFS')
acquired UUNET Technologies, Inc., a Delaware corporation ('UUNET') through a
merger of a subsidiary of MFS with and into UUNET.  As a result of the merger,
MFS assumed sponsorship of this Plan.  Effective December 31, 1996, MFS then
merged with and into WorldCom, Inc. ('WorldCom') pursuant to a Merger
Agreement.  As a result of the merger, WorldCom assumed sponsorship of the
Plan, and the Plan was amended and restated to redesignate the Plan as
sponsored by WorldCom effective December 31, 1996.  Under the terms of the
Merger Agreement, rights to acquire stock of MFS outstanding under the Plan
before December 31, 1996 were substituted with rights to acquire stock of
WorldCom, as adjusted for the merger exchange ratio of 2.1 shares of stock of
WorldCom for each outstanding share of MFS stock.  Except as adjusted for this
exchange ratio, all rights of Participants under the Plan before December 31,
1996 are preserved hereunder.  The amended and restated Plan is intended to
change the Plan as required as a result of the merger but is not otherwise
intended to effect substantive amendments to the Plan beyond those required by
the merger.

SECTION 1.  PURPOSE; DEFINITIONS.

         (a)     Purpose.  The purpose of the Plan is to provide selected
eligible employees of, and consultants to, the Company its subsidiaries and
affiliates an opportunity to participate in the Company's future by offering
them an opportunity to acquire stock in the Company so as to retain, attract
and motivate them.

         (b)     Definitions.  For purposes of the Plan, the following terms
have the following meanings:

                 (i)      'Award' means any award under the Plan, including any
Option, Restricted Stock, Stock Purchase Right or Performance Share Award.

                 (ii)     'Award Agreement' means, with respect to each Award,
the signed written agreement between the Company and the Plan participant
setting forth the terms and conditions of the Award.

                 (iii)    'Board' means the Board of Directors of the Company.

                 (iv)     'Code' means the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute.

                 (v)      'Commission' means the Securities and Exchange
Commission and any successor agency.

                 (vi)     'Committee' means the Committee referred to in
Section 2, or the Board in its capacity as administrator of the Plan in
accordance with Section 2.

                 (vii)    'Company' means Worldcom, Inc., a Georgia
corporation.

                 (viii)   'Disability' means permanent and total disability as
determined by the Committee for purposes of the Plan.

                 (ix)     'Disinterested Person' has the meaning set forth in
Rule 16b-3(c)(2)(i) under the Exchange Act, and any successor definition
adopted by the Commission.

                 (x)      'Exchange Act' means the Securities Exchange Act of
1934, as amended from time to time, and any successor statute.

                 (xi)     'Fair Market Value' means as of any given date (a) if
the Stock is listed on any established stock exchange or a national market
system, the closing sales price for the Stock or the closing bid if no sales
were reported, as quoted on such system or exchange, as reported in the Wall
Street Journal; or (b) in the absence of an established market for the Stock,
the fair market value of the Stock as determined by the Committee in good
faith.

                 (xii)    'Incentive Stock Option' means any Option intended to
be and designated as an 'incentive stock option' within the meaning of Section
422 of the Code.

                 (xiii)   'Nonqualified Stock Option' means any Option that is
not an Incentive Stock Option.

                 (xiv)    'Option' means an option granted under Section 5.

                 (xv)     'Performance Period' means the period determined by
the Committee under Section 8(a).

                 (xvi)    'Performance Share' means the equivalent, as of any
time such assessment is made, of the Fair Market Value of one share of Stock.

                 (xvii)   'Performance Share Award' means an Award under
Section 8.

                 (xviii)  'Plan' means this WorldCom/MFS/UUNET Equity Incentive
Plan, as amended from time to time.

                 (xix)    'Restricted Stock' means an Award of Stock subject to
restrictions, as more fully described in Section 6.

                 (xx)     'Restriction Period' means the period determined by
the Committee under Section 6(b).

                 (xxi)    'Rule 16b-3' means Rule 16b-3 under Section 16(b) of
the Exchange Act, as amended from time to time, and any successor rule.

                 (xxii)   'Stock' means the Common Stock of the Company, and
any successor security.

                 (xxiii)  'Stock Purchase Right' means an Award granted under
Section 7.

                 (xxiv)   'Subsidiary' has the meaning set forth in Section 424
of the Code.

                 (xxv)    'Tax Date' means the date defined in Section 9(f).

                 (xxvi)   'Termination' means, for purposes of the Plan, with
respect to a participant, that the participant has ceased to be, for any
reason, employed by, or consulting to, the  Company, a subsidiary or an
affiliate; provided, that for purposes of this definition, if so determined by
the President of the Company, in his sole discretion, Termination shall not
include a change in status from an employee of, to a consultant to, the Company
or any subsidiary or affiliate, or vice versa.

SECTION 2.  ADMINISTRATION.

         (a)     Committee.  The Plan shall be administered by the Board or,
upon delegation by the Board, by a committee of the Board.  In connection with
the administration of the Plan, the Committee shall have the powers possessed
by the Board.  The Committee may act only by a majority of its members, except
that the Committee may from time to time select another committee or one or
more other persons to be responsible for any matters for which



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Disinterested Persons are not required pursuant to Rule 16b-3.  The Board at
any time may abolish the Committee and revest in the Board the administration
of the Plan.

         (b)     Authority.  The Committee shall grant Awards to eligible
employees and consultants.  In particular and without limitation, the
Committee, subject to the terms of the Plan, shall:

                 (i)      select the officers, other key employees and
consultants to whom Awards may be granted;

                 (ii)     determine whether and to what extent Awards are to be
granted under the Plan;

                 (iii)    determine the number of shares to be covered by each
Award granted under the Plan;

                 (iv)     determine the terms and conditions of any Award
granted under the Plan and any related loans to be made by the Company, based
upon factors determined by the Committee; and

                 (v)      determine to what extent and under what circumstances
any Award payments may be deferred by a participant.

         (c)     Committee Determinations Binding.  The Committee may adopt,
alter and repeal administrative rules, guidelines and practices governing the
Plan as it from time to time shall deem advisable, may interpret the terms and
provisions of the Plan, any Award and any Award Agreement and may otherwise
supervise the administration of the Plan.  Any determination made by the
Committee pursuant to the provisions of the Plan with respect to any Award
shall be made in its sole discretion at the time of the grant of the Award or,
unless in contravention of any express term of the Plan or Award, at any later
time.  All decisions made by the  Committee under the Plan shall be binding on
all persons, including the Company and Plan participants.

SECTION 3.  STOCK SUBJECT TO PLAN.

         (a)     Number of Shares.  The total number of shares of Stock
reserved and available for issuance pursuant to (i) Awards under this Plan and
(ii) grants under the Company's Stock Incentive Plan shall be 5,605,979 shares.
Such shares may consist, in whole or in part, of authorized and unissued shares
or treasury shares or shares reacquired in private transactions or open market
purchases, but all shares issued under the Plan and the Company's Stock
Incentive Plan, regardless of source shall be counted against the 5,605,979-
share limitation.  If any Option terminates or expires without being exercised
in full or if any shares of Stock subject to an Award are forfeited, or if an
Award otherwise terminates without a payment being made to the participant in
the form of Stock, the shares issuable under such Option or Award shall again
be available for issuance in connection with Awards.  Any Award under this Plan
shall be governed by the terms of the Plan and any applicable Award Agreement.

         (b)     Adjustments.  In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split or other change in
corporate structure affecting the Stock, such substitution or adjustments shall
be made in the aggregate number of shares of Stock reserved for issuance under
the Plan, in the number and exercise price of shares subject to outstanding
Options, and in the number of shares subject to other outstanding Awards, as
may be determined to be appropriate by the Committee, in its sole discretion;
provided, however, that the number of shares subject to any Award shall always
be a whole number.

SECTION 4.  ELIGIBILITY.

         Awards may be granted to officers and other key employees of, and
consultants to, the Company, its subsidiaries and affiliates (excluding members
of the Committee and any person who serves only as a director).





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SECTION 5.  STOCK OPTIONS.

         (a)     Types.  Any Option granted under the Plan shall be in such
form as the Committee may from time to time approve.  The Committee shall have
the authority to grant to any participant Incentive Stock Options, Nonqualified
Stock Options or both types of Options.  Incentive Stock Options may be granted
only to employees of the Company, its parent (within the meaning of Section
424(e) of the Code) or Subsidiaries.  Any portion of an Option that is not
designated as, or does not qualify as, an Incentive Stock Option shall
constitute a Nonqualified Stock Option.

         (b)     Terms and Conditions.  Options granted under the Plan shall be
subject to the following terms and conditions:

                 (i)      Option Term.  The term of each Option shall be fixed
by the Committee, but no Incentive Stock Option shall be exercisable more than
ten years after the date the Option is granted, and no Nonqualified Stock
Option shall be exercisable more than 15 years after the date the Option is
granted.  If, at the time the Company grants an Incentive Stock Option, the
optionee owns directly or by attribution stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, or any
parent or Subsidiary of the Company, the Incentive Stock Option shall not be
exercisable more than five years after the date of grant.

                 (ii)     Grant Date.  The Company may grant Options under the
Plan at any time and from time to time before the Plan terminates.  The
Committee shall specify the date of grant or, if it fails to, the date of grant
shall be the date of action taken by the Committee to grant the Option.
However, if an Option is approved in anticipation of employment, the date of
grant shall be the date the intended optionee is first treated as an employee
for payroll purposes.

                 (iii)    Exercise Price.  The exercise price per share of
Stock purchasable under an Option shall be equal to at least 85% of the Fair
Market Value on the date of grant, and in the case of Incentive Stock Options
shall be equal to at least the Fair Market Value on the date of grant;
provided, however, that if, at the time the Company grants an Incentive Stock
Option, the optionee owns directly or by attribution stock possessing more than
10% of the total combined voting power of all classes of stock of the Company,
or any parent or Subsidiary of the Company, then the exercise price shall be
not less than 110% of the Fair Market Value on the date the Incentive Stock
Option is granted.

                 (iv)     Exercisability.  Subject to the other provisions of
the Plan, an Option shall be exercisable in its entirety at grant or at such
times and in such amounts as are specified in the Award Agreement evidencing
the Option.  The Committee, in its absolute discretion, at any time may waive
any limitations respecting the time at which an Option first becomes
exercisable in whole or in part.

                 (v)      Method of Exercise; Payment.  To the extent the right
to purchase shares has accrued, Options may be exercised, in whole or in part,
from time to time, by written notice from the optionee to the Company stating
the number of shares being purchased, accompanied by payment of the exercise
price for the shares.

SECTION 6.  RESTRICTED STOCK.

         (a)     Price.  The Committee may grant to a participant Restricted
Stock.  The grantee shall pay no consideration therefor.

         (b)     Restrictions.  Subject to the provisions of the Plan and the
Award Agreement, during the Restriction Period set by the Committee, commencing
with, and not exceeding ten years from, the date of such Award, the participant
shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
shares of Restricted Stock.  Within these limits, the Committee may provide for
the lapse of such restrictions in installments





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and may accelerate or waive such restrictions, in whole or in part, based on
service, performance or such other factors or criteria as the Committee may
determine.

         (c)     Dividends.  Unless otherwise determined by the Committee, with
respect to dividends on shares of Restricted Stock, dividends payable in cash
shall be automatically reinvested in additional Restricted Stock, and dividends
payable in Stock shall be paid in the form of Restricted Stock.

         (d)     Termination.  Except to the extent otherwise provided in the
Award Agreement and pursuant to Section 6(b), in the event of a Termination
during the Restriction Period, all shares still subject to restriction shall be
forfeited by the participant.

SECTION 7.  STOCK PURCHASE RIGHTS.

         (a)     Price.  The Committee may grant Stock Purchase Rights which
shall enable the recipients to purchase Stock at a price equal to not less than
85% of its Fair Market Value on the date of grant.

         (b)     Exercisability.  Stock Purchase Rights shall be exercisable
for a period determined by the Committee not exceeding 30 days from the date of
the grant.  The Committee, however, may provide that if required under Rule
16b-3 Stock Purchase Rights granted to persons subject to Section 16(b) of the
Exchange Act shall not become exercisable until six months and one day after
the grant date and shall then be exercisable for ten trading days at the
purchase price specified by the Committee in accordance with Section 7(a).

SECTION 8.  PERFORMANCE SHARES.

         (a)     Awards.  The Committee shall determine the nature, length and
starting date of the Performance Period for each Performance Share Award, which
period shall be at least one year and not more than six years.  The
consideration payable by a participant with respect to a Performance Share
Award shall be an amount determined by the Committee in the exercise of the
Committee's discretion at the time of the Award; provided, that the amount of
consideration may be zero and may in no event exceed 50% of the Fair Market
Value at the time of grant.  The Committee shall determine the performance
objectives to be used in awarding Performance Shares and the extent to which
such Performance Shares have been earned.  Performance Periods may overlap and
participants may participate simultaneously with respect to Performance Share
Awards that are subject to different Performance Periods and different
performance factors and criteria.  At the beginning of each Performance Period,
the Committee shall determine for each Performance Share Award subject to such
Performance Period the number of shares of Stock (which may consist of
Restricted Stock) to be awarded to the participant at the end of the
Performance Period if and to the extent that the relevant measures of
performance for such Performance Share Award are met.  Such number of shares of
Stock may be fixed or may vary in accordance with such performance or other
criteria as may be determined by the Committee.  The Committee may provide that
(i) amounts equivalent to interest at such rates as the Committee may
determine, or (ii) amounts equivalent to dividends paid by the Company upon
outstanding Stock shall be payable with respect to Performance Share Awards.

         (b)     Termination.  Except as otherwise provided in the Award
Agreement or determined by the Committee, in the event of a Termination during
a Performance Period, the participant shall not be entitled to any payment with
respect to the Performance Shares subject to the Performance Period.

         (c)     Form of Payment.  Payment shall be made in the form of cash or
whole shares of Stock, as the Committee, in its discretion, shall determine.

SECTION 9.  GENERAL PROVISIONS.

         (a)     Award Grants.  Any Award may be granted either alone or in
addition to other Awards granted under the Plan.  Subject to the terms and
restrictions set forth elsewhere in the Plan, the Committee shall determine





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the consideration, if any, payable by the participant for any Award and, in
addition to those set forth in the Plan, any other terms and conditions of the
Awards.  The Committee may condition the grant or payment of any Award upon the
attainment of specified performance goals or such other factors or criteria,
including vesting based on continued employment or consulting, as the Committee
shall determine.  Performance objectives may vary from participant to
participant and among groups of participants and shall be based upon such
Company, subsidiary, group or division factors or criteria as the Committee may
deem appropriate, including, but not limited to, earnings per share or return
on equity.  The other provisions of Awards also need not be the same with
respect to each recipient.  Unless specified otherwise in the Plan or by the
Committee, the date of grant of an Award shall be the date of action by the
Committee to grant the Award.  The Committee may also substitute new Options
for previously granted Options, including previously granted Options having
higher exercise prices.

         (b)     Award Agreement.  As soon as practicable after the date of an
Award grant, the Company and the participant shall enter into a written Award
Agreement identifying the date of grant, and specifying the terms and
conditions of the Award.  Options are not exercisable until after execution of
the Award agreement by the Company and the Plan participant, but a delay in
execution of the agreement shall not affect the validity of the Option grant.

         (c)     Certificates.  All certificates for shares of Stock or other
securities delivered under the Plan shall be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Commission, any
market in which the Stock is then traded and any applicable federal, state or
foreign securities law.

         (d)     Termination.  Unless otherwise provided in the applicable
Award Agreement or by the Committee, in the event of Termination for any reason
other than death, retirement or Disability, Awards held at the date of
Termination (and only to the extent then exercisable or payable, as the case
may be) may be exercised in whole or in part at any time within three months
after the date of Termination, or such lesser period specified in the Award
Agreement (but in no event after the expiration date of the Award), but not
thereafter.  If Termination is due to retirement or to death or Disability,
Awards held at the date of Termination (and only to the extent then exercisable
or payable, as the case may be) may be exercised in whole or in part by the
participant in the case of retirement or Disability, by the participant's
guardian or legal representative or by the person to whom the Award is
transferred by will or the laws of descent and distribution, at any time within
two years from the date of Termination or any lesser period specified in the
Award Agreement (but in no event after the expiration of the Award).

         (e)     Delivery of Purchase Price.  If and only to the extent
authorized by the Committee, participants may make all or any portion of any
payment due to the Company

                 (i)      with respect to the consideration payable for an
Award,

                 (ii)     upon exercise of an Award, or

                 (iii)    with respect to federal, state, local or foreign tax
payable in connection with an Award,

by delivery of (x) cash, (y) check, or (z) any property other than cash
(including a promissory note of the participant or shares of Stock or
securities) so long as, if applicable, such property constitutes valid
consideration for the Stock under, and otherwise complies with, applicable law.
No promissory note under the Plan shall have a term (including extensions) of
more than five years or shall be of a principal amount exceeding 90% of the
purchase price paid by the borrower.

         (f)     Tax Withholding.   Unless the Committee permits otherwise, the
participant shall pay to the Company in cash, promptly when the amount of such
obligations becomes determinable (the 'Tax Date'), all applicable federal,
state, local and foreign withholding taxes that the Committee in its discretion
determines to result, (i) from the lapse of restrictions imposed upon an Award,
(ii) upon exercise of an Award, or (iii) from a transfer





                                      -6-

or other disposition of shares acquired upon exercise or payment of an Award,
or otherwise related to the Award or the shares acquired in connection with an
Award.

                 A participant who has received an Award or payment under an
Award may, to the extent, if any, authorized by the Committee in its
discretion, make an election to (x) deliver to the Company a promissory note of
the participant on the terms set forth in Section 9(e), or (y) tender any such
securities to the Company to pay the amount of tax that the Committee in its
discretion determines to be required to be withheld by the Company subject to
the following limitations:

                 (i)      such election shall be irrevocable;

                 (ii)     such election shall be subject to the disapproval of
the Committee;

                 (iii)    in the case of participants subject to Section 16(b)
of the Exchange Act, such tender may not be made within six months of the
acquisition of the securities to be tendered to satisfy the tax withholding
obligation (except that this limitation shall not apply in the event of death
or Disability of such person before the six-month period expires); and

                 (iv)     in the case of participants subject to Section 16(b)
of the Exchange Act, such election must be made in any ten-day period beginning
on the third business day following the date of release for publication of
quarterly or annual summary statements of sales and earnings.

Any shares or other securities so withheld or tendered will be valued by the
Committee as of the date they are withheld or tendered; provided, however, that
Stock shall be valued at Fair Market Value on such date.  The value of the
shares withheld or tendered may not exceed the required federal, state, local
and foreign withholding tax obligations as computed by the Company.

         (g)     No Transferability.  No Award shall be assignable or otherwise
transferable by the participant other than by will or by the laws of descent
and distribution.  During the life of a participant, an Award shall be
exercisable, and any elections with respect to an Award may be made, only by
the participant or participant's guardian or legal representative.

         (h)     Adjustment of Awards; Waivers.  Subject to Section 5(b)(vi),
the Committee may adjust the performance goals and measurements applicable to
Awards (i) to take into account changes in law and accounting and tax rules,
(ii) to make such adjustments as the Committee deems necessary or appropriate
to reflect the inclusion or exclusion of the impact of extraordinary or unusual
items, events or circumstances in order to avoid windfalls or hardships, and
(iii) to make such adjustments as the Committee deems necessary or appropriate
to reflect any material changes in business conditions.  In the event of
hardship or other special circumstances of a participant and otherwise in its
discretion, the Committee may waive in whole or in part any or all
restrictions, conditions, vesting, or forfeiture with respect to any Award
granted to such participant.

         (i)     Non-Competition.  The Committee may condition its
discretionary waiver of a forfeiture, the acceleration of vesting at the time
of Termination of a participant holding any unexercised or unearned Award, the
waiver of restrictions on any Award, or the extension of the expiration period
to a period not longer than that provided by the Plan upon such participant's
agreement (and compliance with such agreement) (i) not to engage in any
business or activity competitive with any business or activity conducted by the
Company and (ii) to be available for consultations at the request of the
Company's management, all on such terms and conditions (including conditions in
addition to (i) and (ii)) as the Committee may determine.

         (j)     Dividends.  The reinvestment of dividends in additional Stock
or Restricted Stock at the time of any dividend payment pursuant to Section
6(c) shall only be permissible if sufficient shares of Stock are available
under Section 3 for such reinvestment (taking into account then outstanding
Awards).





                                      -7-

         (k)     Regulatory Compliance.  Each Award under the Plan shall be
subject to the condition that, if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Stock upon
any securities exchange or for trading in any securities market or under any
state or federal law, (ii) the consent or approval of any government or
regulatory body or (iii) an agreement by the participant with respect thereto,
is necessary or desirable, then such Award shall not be consummated in whole or
in part unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.

         (l)     Rights as Stockholder.  Unless the Plan or the Committee
expressly specifies otherwise, an optionee shall have no rights as a
stockholder with respect to any shares covered by an Award until the stock
certificates representing the shares are actually delivered to the optionee.
Subject to Sections 3(b) and 6(c), no adjustment shall be made for dividends or
other rights for which  the record date is prior to the date the certificates
are delivered.

         (m)     Beneficiary Designation.  The Committee, in its discretion,
may establish procedures for a participant to designate a beneficiary to whom
any amounts payable in the event of the participant's death are to be paid.

         (n)     Additional Plans.  Nothing contained in the Plan shall prevent
the Company, a subsidiary or an affiliate from adopting other or additional
compensation arrangements for its employees and consultants.

         (o)     No Employment Rights.  The adoption of the Plan shall not
confer upon any employee any right to continued employment nor shall it
interfere in any way with the right of the Company, a subsidiary or an
affiliate to terminate the employment of any employee at any time.

         (p)     Rule 16b-3.  Notwithstanding any provision of the Plan, the
Plan shall always be administered, and Awards shall always be granted and
exercised, in such a manner as to conform to the provisions of Rule 16b-3.

         (q)     Governing Law.  The Plan and all Awards shall be governed by
and construed in accordance with the laws of the State of Delaware.

         (r)     Use of Proceeds.  All cash proceeds to the Company under the
Plan shall constitute general funds of the Company.

         (s)     Unfunded Status of Plan.  The Plan shall constitute an
'unfunded' plan for incentive and deferred compensation.  The Committee may
authorize the creation of trusts or arrangements to meet the obligations
created under the Plan to deliver Stock or make payments; provided, however,
that unless the Committee otherwise determines, the existence of such trusts or
other arrangements shall be consistent with the 'unfunded' status of the Plan.

         (t)     Assumption by Successor.  The obligations of the Company under
the Plan and under any outstanding Award may be assumed by any successor
corporation, which for purposes of the Plan shall be included within the
meaning of 'Company'.

         (u)     Limitation on Award Grants to Certain Executive Officers.  The
Company may not grant Awards under the Plan for more than 500,000 shares to any
executive officer whose compensation is required to be disclosed under Item 402
of Regulation S-K.

SECTION 10.  AMENDMENTS AND TERMINATION.

         The Board may amend, alter or discontinue the Plan or any Award, but
no amendment, alteration or discontinuance shall be made which would impair the
rights of a participant under an outstanding Award without





                                      -8-

the participant's consent.  In addition, to the  extent required for the Plan
to comply with Rule 16b-3 or, with respect to provisions solely as they relate
to Incentive Stock Options, to the extent required for the Plan to comply with
Section 422 of the Code, the Board may not amend or alter the Plan without the
approval of a majority of the voting power of the shares of the Company
entitled to vote at a duly held stockholders' meeting or by an action by
written consent and, if at a meeting, a quorum of the voting power of the
Company is represented in person or by proxy, where such amendment or
alteration would:

         (a)     except as expressly provided in the Plan, increase the total
number of shares reserved for issuance pursuant to Awards under the Plan;

         (b)     except as expressly provided in the Plan, change the minimum
price terms of Section 5(b)(iii);

         (c)     change the class of employees and consultants eligible to
participate in the Plan;

         (d)     extend the maximum Option period under Section 5(b)(i); or

         (e)     materially increase the benefits accruing to participants
under the Plan.

SECTION 11.  EFFECTIVE DATE OF PLAN.

         The Plan shall be effective on the date it is adopted by the Board but
all Awards shall be conditioned upon approval of the Plan (a) at a duly held
stockholders' meeting by the affirmative vote of the holders of a majority of
the voting power of the shares of the Company entitled to vote and represented
in person or by proxy at the meeting, or (b) by an action by written consent of
the holders of a majority of the voting power of the shares of the Company
entitled to vote.

SECTION 12.  TERM OF PLAN.

         No Award shall be granted on or after December 31, 2004, but Awards
granted prior to December 31, 2004 may extend beyond that date.





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