[ALLIANCE SEMICONDUCTOR LETTERHEAD]
 
 
 
1. PURPOSE
 
This 2002 Stock Option Plan ("Plan") is established as a compensatory plan to
attract, retain and provide equity incentives to selected persons to promote the
financial success of Alliance Semiconductor Corporation, a Delaware corporation,
("Company"). Capitalized terms not previously defined herein are defined in
Section 17 of this Plan.
 
2. TYPES OF OPTIONS AND SHARES.
 
Options granted under this Plan ("Options") may be either (a) incentive stock
options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended ("Revenue Code"), or (b) nonqualified stock options
("NQSOs"), as designated at the time of grant. The shares of stock that may be
purchased upon exercise of Options granted under this Plan ("Shares") are shares
of the common stock $.01 par value per share, of the Company.
 
3. NUMBER OF SHARES
 
The aggregate number of Shares that may be issued pursuant to Options granted
under this Plan is 13,000,000 Shares, subject to adjustment as provided in
Section 11 of this Plan. "Named Executive Officers" (as that term is defined in
Item 402(a)(3) of Regulation S-K promulgated under the Securities Exchange Act
of 1934, as amended ("Exchange Act")) shall each be eligible to receive an
aggregate of up to a maximum of 2,250,000 Shares at any time during the term of
this Plan pursuant to the grant of Options hereunder, not to exceed 1,125,000
Shares during any twelve (12) month period, subject to adjustment as provided in
this Plan. If any Option expires or is terminated without being exercised in
whole or in part, the unexercised or released Shares from such Options shall be
available for future grant and purchase under this Plan. At all times during the
term of this Plan, the Company shall reserve and keep available such number of
Shares as shall be required to satisfy the requirements of outstanding Options
under this Plan. At such time and for so long as the Company is a "publicly held
corporation" within the meaning of Section 162(m) of the Revenue Code, no
employee or prospective employee may be granted one or more Options within any
fiscal year of the Company under this Plan and any other option plan of the
Company to purchase more than four million Shares, subject to adjustment as
provided in Section 11 of this Plan. An Option that is cancelled shall continue
to be counted against the limit of Options that may be granted to any individual
under this Section 3.
 
4. ELIGIBILITY
 
Options may be granted to employees, officers, directors, consultants,
independent contractors and advisers (provided such consultants, contractors and
advisers render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction) of the Company or any Parent,
Subsidiary or Affiliate of the Company. ISOs may be granted only to employees
(including officers and directors who are also employees) of the Company or a
Parent or Subsidiary of the Company. The Committee (as defined in Section 14) in
its sole discretion shall select the recipients of Options ("Optionees"). An
Optionee may be granted more than one Option under this Plan. The Company may
also, from time to time, substitute or assume outstanding options granted by
another company, whether in connection with an acquisition of such other company
or otherwise, by either (a) granting an Option under this Plan in replacement of
the option assumed by the Company, or (b) treating the assumed option as if it
had been granted under this Plan if the terms of such assumed option could be
applied to an Option granted under this Plan. Such substitution or assumption
shall be permissible if the holder of the substituted or assumed option would
have been eligible to be granted an Option hereunder if the other company had
applied the rules of this Plan to such grant.
 
5. TERMS AND CONDITIONS OF OPTIONS
 
The Committee shall determine whether each Option is to be an ISO or an NQSO,
the number of Shares subject to the Option, the exercise price of the Option,
the period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:
 
 
 
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         5.1 Form of Option Grant
 
         Each Option granted under this Plan shall be evidenced by a written
         Stock Option Grant ("Grant") in such form (which need not be the same
         for each Optionee) as the Committee shall from time to time approve,
         which Grant shall comply with and be subject to the terms and
         conditions of this Plan.
 
         5.2 Date of Grant
 
         The date of grant of an Option shall be the date on which the Committee
         makes the determination to grant such Option unless otherwise specified
         by the Committee. The Grant representing the Option will be delivered
         to Optionee with a copy of this Plan within a reasonable time after the
         granting of the Option.
 
         5.3 Exercise Price
 
         The exercise price of an Option shall be determined by the Committee
         when the Option is granted and may be less than Fair Market Value (but
         not less than the par value of the Shares) if permitted by the Exchange
         Act; provided, however, that the exercise price of an ISO shall be not
         less than 100% of the Fair Market Value of the Shares on the date the
         Option is granted. The exercise price of any ISO granted to a person
         owning 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
         ("Ten Percent Stockholder") shall not be less than 110% of the Fair
         Market Value of the Shares on the date the Option is granted.
 
         5.4 Exercise Period
 
         Options shall be exercisable within the times or upon the events
         determined by the Committee as set forth in the Grant, provided,
         however, that no Option shall be exercisable after the expiration of
         ten (10) years from the date the Option is granted, and no ISO granted
         to a ten percent (10%), or more, shareholder shall be exercisable after
         the expiration of the five (5) years from the date the option is
         granted.
 
         5.5 Limitations on ISOs
 
         The aggregate Fair Market Value (determined as of the time an Option is
         granted) of stock with respect to which ISOs are exercisable for the
         first time by an Optionee during any calendar year (under this Plan or
         under any other incentive stock option plan of the Company or any
         Affiliate, Parent or Subsidiary of the Company) shall not exceed
         $100,000. If the Fair Market Value of Shares with respect to which ISOs
         are exercisable for the first time by an Optionee during any calendar
         year exceeds $100,000, the Options for the first $100,000 worth of
         Shares to become exercisable in such year shall be ISOs and the Options
         for the amount in excess of $100,000 that become exercisable in that
         year shall be NQSOs. In the event that the Revenue Code or the
         regulations promulgated thereunder are amended after the effective date
         of this Plan to provide for a different limit on the Fair Market Value
         of Shares permitted to be subject to ISOs, such different limit shall
         be incorporated herein and shall apply to any Options granted after the
         effective date of such amendment.
 
         5.6 Options Non-Transferable
 
         Options granted under this Plan and any interest therein, shall not be
         transferable or assignable by Optionee, and may not be made subject to
         execution, attachment or similar process, otherwise than by will or by
         the laws of descent and distribution, and shall be exercisable during
         the lifetime of Optionee only by Optionee; provided, however, that
         NQSOs held by an Optionee who is not an officer or director of the
         Company or other person (in each case, an "Insider") whose transactions
         in the Company's common stock are subject to Section 16(b) of the
         Exchange Act, may be transferred to such family members, trusts and
         charitable institutions as the Committee, in its sole discretion, shall
         approve at the time of the grant of such Option.
 
         5.7 Assumed Options
 
         In the event the Company assumes an option granted by another company,
         the terms and conditions of such option shall remain unchanged (except
         the exercise price and the number and nature of shares issuable upon
         exercise, which will be adjusted appropriately pursuant to Section
         424(c) of the Revenue Code). In the event the Company elects to grant a
         new option rather than assuming an existing option (as specified in
         Section 4), such new option need not be
 
 
 
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         granted at Fair Market Value on the date of grant and may instead be
         granted with a similarly adjusted exercise price.
 
6. EXERCISE OF OPTIONS
 
         6.1 Notice
 
         Options may be exercised only by delivery to the Company of a written
         stock option exercise agreement ("Exercise Agreement") in a form
         approved by the Committee (which need not be the same for each
         Optionee), stating the number of Shares being purchased, the
         restrictions imposed on the Shares, if any, and such representations
         and agreements regarding Optionee's investment intent and access to
         information, if any, as may be required by the Company to comply with
         applicable securities laws, together with payment in full of the
         exercise price for the number of Shares being purchased.
 
         6.2 Payment
 
         Payment for the Shares may be made in cash (by check) or, where
         permitted by law:
 
                  6.2.1 by cancellation of indebtedness of the Company to the
                  Optionee;
 
                  6.2.2 where approved by the Committee in its sole discretion
                  at the time of grant, by surrender of shares of common stock
                  of the Company having a Fair Market Value equal to the
                  applicable exercise price of the Options, that have been owned
                  by Optionee for more than six (6) months (and which have been
                  paid for within the meaning of the Securities and Exchange
                  Commission ("SEC") Rule 144 and, if such Shares were purchased
                  from the Company by use of a promissory note, such note has
                  been fully paid with respect to such shares), or were obtained
                  by Optionee in the open public market; and are clear of all
                  liens, claims, encumbrances and security interests;
 
                  6.2.3 by waiver of compensation due or accrued to Optionee for
                  services rendered;
 
                  6.2.4 provided that a public market for the Company's stock
                  exists, through a "same day sale" commitment from Optionee and
                  a broker-dealer that is a member of the National Association
                  of Securities Dealers ("NASD Dealer") whereby Optionee
                  irrevocably elects to exercise the Option and to sell a
                  portion of the Shares so purchased to pay for the exercise
                  price and whereby the NASD Dealer irrevocably commits upon
                  receipt of such Shares to forward the exercise price directly
                  to the Company;
 
                  6.2.5 provided that a public market for the Company's stock
                  exists, through a "margin" commitment from Optionee and an
                  NASD Dealer whereby Optionee irrevocably elects to exercise
                  the Option and to pledge the Shares so purchased to the NASD
                  Dealer in a margin account as security for a loan from the
                  NASD Dealer in the amount of the exercise price, and whereby
                  the NASD Dealer irrevocably commits upon receipt of such
                  Shares to forward the exercise price directly to the Company;
                  or
 
                  6.2.6 by any combination of the foregoing.
 
         6.3 Withholding Taxes
 
                  6.3.1 At the discretion of the Committee, Optionees may
                  satisfy withholding obligations as provided in this paragraph.
                  When an Optionee incurs tax liability in connection with an
                  Option which tax liability is subject to tax withholding under
                  applicable tax laws, the Optionee may satisfy the withholding
                  tax obligation by one or some combination of the following
                  methods:
 
                           6.3.1.1 by cash payment
 
                           6.3.1.2 out of Optionee's current compensation;
 
                           6.3.1.3 if permitted by the Committee, in its
                           discretion, by surrendering to the Company Shares
                           that in the case of Shares previously acquired from
                           the
 
 
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                           Company, have been owned by the Optionee for more
                           than six months on the date of surrender and have a
                           Fair Market Value on the date of surrender equal to
                           or less than Optionee's marginal tax rate times the
                           ordinary income recognized; or
 
                           6.3.1.4 by electing to have the Company withhold from
                           the Shares to be issued upon exercise of the Option
                           that number of Shares having a Fair Market Value
                           equal to the amount required to be withheld.
 
                  For this purpose, the Fair Market Value of the Shares to be
                  withheld shall be determined on the date that the amount of
                  tax to be withheld is to be determined ("Tax Date").
 
                  6.3.2 Any surrender by an Insider of previously owned Shares
                  to satisfy tax withholding obligations arising upon exercise
                  of this Option must comply with the applicable provisions of
                  Rule 16b-3 and shall be subject to such additional conditions
                  or restrictions as may be required thereunder to qualify for
                  the maximum exemption from Section 16 of the Exchange Act with
                  respect to Plan transactions.
 
                  6.3.3 All elections by an Optionee to have Shares withheld to
                  satisfy tax withholding obligations shall be made in writing
                  in a form acceptable to the Committee and shall be subject to
                  the following restrictions:
 
                           6.3.3.1 the election must be made on or prior to the
                           applicable Tax Date; and
 
                           6.3.3.2 all elections shall be subject to the consent
                           or disapproval of the Committee.
 
                  6.3.4 In the event the election to have Shares withheld is
                  made by an Optionee and the Tax Date is deferred under Section
                  83 of the Code because no election is filed under Section
                  83(b) of the Code, the Optionee shall receive the full number
                  of Shares with respect to which the Option is exercised but
                  such Optionee shall be unconditionally obligated to tender
                  back to the Company the proper number of Shares on the Tax
                  Date.
 
         6.4 Limitations on Exercise
 
         Notwithstanding the exercise periods set forth in the Grant, exercise
         of an Option shall always be subject to the following:
 
                  6.4.1 If Optionee ceases to be employed by the Company or any
                  Parent, Subsidiary or Affiliate of the Company for any reason
                  except death or disability, Optionee may exercise such
                  Optionee's Options to the extent (and only to the extent) that
                  they would have been exercisable upon the date of termination,
                  within three (3) months after the date of termination (or such
                  shorter time period as may be specified in the Grant).
 
                  6.4.2 If Optionee's employment with the Company or any Parent,
                  Subsidiary or Affiliate of the Company is terminated because
                  of the death of Optionee or disability of Optionee within the
                  meaning of Section 22(e)(3) of the Revenue Code, Optionee's
                  Options may be exercised to the extent (and only to the
                  extent) that they would have been exercisable by Optionee on
                  the date of termination by Optionee (or Optionee's legal
                  representative) within twelve (12) months after the date of
                  termination (or such shorter time period as may be specified
                  in the Grant), but in any event no later than the expiration
                  date of the Options.
 
                  6.4.3 If Optionee is an Insider, the Company is subject to
                  Section 16(b) of the Exchange Act, and Optionee ceases to be
                  employed by the Company for any reason, Optionee's Option will
                  remain exercisable, as to the extent (and only to the extent)
                  that it was exercisable on the date of termination, until the
                  later of (i) the last date such option would be exercisable
                  under Section 6.4.1 or 6.4.2, as applicable, or (ii) the end
                  of the thirty (30) day period commencing on the date six
                  months after the grant of such Option, with any extension
                  beyond three (3) months after termination of employment deemed
                  to be as an NQSO, and provided further that in no event may an
                  Option be exercisable later than the expiration date of the
                  Option.
 
 
 
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                  6.4.4 The Committee shall have discretion to determine whether
                  Optionee has ceased to be employed by the Company or any
                  Parent, Subsidiary, or Affiliate of the Company and the
                  effective date on which such employment terminated.
 
                  6.4.5 In the case of an Optionee who is a director,
                  independent consultant, contractor or adviser, the Committee
                  will have the discretion to determine whether Optionee is
                  "employed by the Company or any Parent, Subsidiary, or
                  Affiliate of the Company" pursuant to the foregoing Sections.
 
                  6.4.6 The Committee may specify a reasonable minimum number of
                  Shares that may be purchased on any exercise of an Option,
                  provided that such minimum number will not prevent Optionee
                  from exercising the full number of Shares as to which the
                  Option is then exercisable.
 
                  6.4.7 An Option shall not be exercisable unless such exercise
                  is in compliance with all applicable federal and state
                  securities laws, rules and regulations of any governmental
                  body and the requirements of any stock exchange or national
                  market system upon which the Shares may then be listed, as
                  they are in effect on the date of exercise. The Company shall
                  be under no obligation to register the Shares with the SEC or
                  to effect compliance with the registration, qualification or
                  listing requirements of any state securities laws, stock
                  exchange or national market system and the Company shall have
                  no liability for any inability or failure to do so.
 
7. RESTRICTIONS ON SHARES
 
At the discretion of the Committee, the Company may reserve to itself and/or its
assignee(s) in the Grant (a) a right of first refusal to purchase all Shares
that an Optionee (or a subsequent transferee) may propose to transfer to a third
party and/or (b) a right to repurchase a portion of or all Shares held by an
Optionee upon Optionee's termination of employment or service with the Company
or a Parent, Subsidiary or Affiliate of the Company, for any reason within a
specified time as determined by the Committee at the time of grant at (i)
Optionee's original purchase price, (ii) the Fair Market Value of such Shares or
(iii) a price determined by a formula or other provision set forth in the Grant.
 
8. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS
 
The Committee shall have the power to modify, extend or renew outstanding
Options and to authorize the grant of new Options in substitution therefor,
provided that any such action may not, without the written consent of Optionee,
impair any of the Optionee's rights under any Option previously granted. Any
outstanding ISO that is modified, extended, renewed or otherwise altered shall
be treated in accordance with Section 424(h) of the Revenue Code. The Committee
shall have the power to reduce the exercise price of outstanding Options without
the consent of Optionees by a written notice to the Optionees affected;
provided, however, that the exercise price per Share may not be reduced below
the minimum exercise price that would be permitted under Section 5.3 of this
Plan for Options granted on the date the action is taken to reduce the exercise
price; and provided further, that the Exercise Price shall not be reduced below
the par value of the Shares.
 
9. PRIVILEGES OF STOCK OWNERSHIP
 
No Optionee shall have any of the rights of a stockholder with respect to any
Shares subject to an Option until such Option is properly exercised. No
adjustment shall be made for dividends or distributions or other rights for
which the record date is prior to such date, except as provided in this Plan.
However, the Company shall provide to each Optionee, annually, during the period
for which such Optionee has one or more Options outstanding, financial
statements of the Company, consisting of, at minimum, a balance sheet and an
income statement. The Company shall not be required to provide such financial
statements to key employees whose duties in connection with the Company assure
them access to equivalent information.
 
 
 
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10. NO OBLIGATION TO EMPLOY
 
Nothing in this Plan or any Option granted under this Plan shall confer on any
Optionee any right to continue in the employ of, or other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Optionee's employment or other relationship at any time,
with or without cause.
 
11. ADJUSTMENT OF OPTION SHARES
 
In the event that the number of outstanding shares of common stock of the
Company is changed by a stock dividend, stock split, reverse stock split,
combination, reclassification or similar change in the capital structure of the
Company without consideration (or when consideration is less than the fair
market value), or if a substantial portion of the assets of the Company are
distributed, without consideration (or when consideration is less than the fair
market value) in a spin-off or similar transaction, to the stockholders of the
Company, the number of Shares available under this Plan, the number of Shares
subject to outstanding Options, the exercise price per Share of such Options and
the maximum number of Shares for which Options may be granted to Named Executive
Officers of the Company shall be proportionately adjusted, subject to any
required action by the Board of Directors ("Board") or stockholders of the
Company and compliance with applicable securities laws; provided, however, that
a fractional share shall not be issued upon exercise of any Option and any
fractions of a Share that would have resulted shall either be cashed out at Fair
Market Value or the number of Shares issuable under the Option shall be rounded
up to the nearest whole number, as determined by the Committee; and provided
further that the exercise price may not be decreased to below the par value, if
any, for the Shares.
 
12. ASSUMPTION OF OPTIONS BY SUCCESSORS
 
         12.1 Assumption or Substitution
 
         In the event of (a) a merger or consolidation in which the Company is
         not the surviving corporation (other than a merger or consolidation
         with a wholly owned subsidiary, a reincorporation, or other transaction
         in which there is no substantial change in the stockholders of the
         corporation and the Options granted under this Plan are assumed or
         replaced by the successor corporation, which assumption shall be
         binding on all Optionees), (b) a dissolution or liquidation of the
         Company, (c) the sale of substantially all of the assets of the
         Company, or (d) any other transaction which qualifies as a "corporate
         transaction" under Section 424(a) of the Revenue Code wherein the
         stockholders of the Company give up all of their equity interest in the
         Company (except for the acquisition, sale or transfer of all or
         substantially all of the outstanding shares of the Company), any or all
         outstanding Options may be assumed or replaced by the successor
         corporation, which assumption shall be binding on all Optionees. In the
         alternative, the successor corporation may substitute an equivalent
         option or provide substantially similar consideration to Optionees as
         was provided to stockholders (after taking into account the existing
         provisions of Optionee's options, such as the exercise price and the
         vesting schedule). The successor corporation may also issue, in place
         of outstanding shares of the Company held by Optionee as a result of
         the exercise of an Option that is subject to repurchase, substantially
         similar shares or other property subject to similar repurchase
         restrictions no less favorable to Optionee.
 
         12.2 Expiration
 
         In the event such successor corporation, if any, refuses to assume or
         substitute Options, as provided above, pursuant to a transaction
         described in Section 12.1 above, or there is no successor corporation,
         and if the Company is ceasing to exist as a separate corporate entity,
         the Options shall, notwithstanding any contrary terms in the Grant,
         expire on (and, in the case of a merger or consolidation under Section
         12.1 (a) above, if the Company has reserved to itself a right to
         repurchase Shares issued on exercise of Options at the original
         purchase price of such Shares, such right shall terminate on), a date
         at least 20 days after the Board gives written notice to Optionees
         specifying the terms and conditions of such termination.
 
         12.3 Additional Provisions
 
         Subject to the foregoing provisions of this Section 12, in the event of
         the occurrence of any transaction described in Section 12.1, any
         outstanding Option shall be treated as provided in the applicable
         agreement or plan of merger, consolidation, dissolution, liquidation,
         sale of assets or other "corporate transaction".
 
13. ADOPTION AND STOCKHOLDER APPROVAL
 
 
 
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This Plan shall become effective on April 7, 2002. after its adoption by the
Board. This Plan shall be approved by the stockholders of the Company, in any
manner permitted by applicable corporate law, within twelve months before or
after the date this Plan is adopted by the Board. Upon the effective date of the
Plan, the Board may grant Options pursuant to this Plan; provided that, in the
event that stockholder approval is not obtained within the time period provided
herein, all Options granted hereunder shall terminate. No Option that is issued
as a result of any increase in the number of shares authorized to be issued
under this Plan shall be exercised prior to the time such increase has been
approved by the stockholders of the Company and all such Options granted
pursuant to such increase shall similarly terminate if such stockholder approval
is not obtained. After the Company becomes subject to Section 16(b) of the
Exchange Act and Section 162(m) of the Revenue Code, the Company will comply
with the requirements of Rule 16b-3 with respect to stockholder approval. All
non-expired and non-cancelled Options granted under the Company's 1992 Stock
Option plan (the "1992 Plan") shall be transferred to the Plan upon the
expiration of the 1992 Plan, on April 7, 2002.
 
14. ADMINISTRATION
 
This Plan may be administered by the Board or a committee appointed by the Board
("Committee"). As used in this Plan, references to the "Committee" shall mean
either the committee appointed by the Board to administer this Plan or the Board
if no committee has been established.
 
         14.1 Composition of the Committee
 
         The Committee shall be comprised of at least two members of the Board
         of Directors, all of whom are Outside Directors and Disinterested
         Persons. The Company will take appropriate steps to comply with the
         disinterested administration requirements of Section 16(b) of the
         Exchange Act, which shall consist of the appointment by the Board of a
         Committee consisting of not less than two members of the Board, each of
         whom is a Disinterested Person and with the requirements of Section
         162(m) of the Revenue Code with respect to Option grants to the Named
         Executive Officers of the Company.
 
         14.2 Committee Authority
 
         The Committee shall have the authority, without limitation, to:
 
                  14.2.1 construe and interpret the Plan, any Grant and any
                  other agreement or document executed pursuant to the Plan;
 
                  14.2.2 prescribe, amend and rescind rules and regulations
                  relating to the Plan;
 
                  14.2.3 select persons to receive Options;
 
                  14.2.4 determine the form and terms of Options;
 
                  14.2.5 determine the number of Shares subject to Options;
 
                  14.2.6 grant waivers of Plan or Option conditions;
 
                  14.2.7 determine the vesting and exercisability of Options:
 
                  14.2.8 correct any defect, supply any omission, or reconcile
                  any inconsistency in the Plan, any Grant or any other
                  agreement or document executed pursuant to the Plan;
 
                  14.2.9 make all other determinations necessary or advisable
                  for the administration of the Plan.
 
         14.3 Committee Interpretation Binding
 
         Any interpretation or determination made by the Committee with respect
         to any of the provisions of this Plan or any Option granted under this
         Plan shall be made in its sole discretion and shall be final and
         binding upon the Company and all persons having an interest in any
         Option or any Shares purchased pursuant to an Option.
 
15. TERM OR PLAN
 
 
 
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Options may be granted pursuant to this Plan from time to time within a period
of ten (10) years after the date on which this Plan is adopted by the Board.
 
16. AMENDMENT OR TERMINATION OF PLAN
 
The Committee may at any time terminate or amend this Plan in any respect
including (but not limited to) amendment of any form of grant, exercise
agreement or instrument to be executed pursuant to this Plan; provided, however,
that the Committee shall not, without the approval of the stockholders of the
Company, amend this Plan in any manner that requires such stockholder approval
pursuant to the Revenue Code or the regulations promulgated thereunder or
pursuant to the Exchange Act or Rule 16b-3 (or its successor) promulgated
thereunder.
 
17. CERTAIN DEFINITIONS
 
As used in this Plan, the following terms shall have the following meanings:
 
         17.1 "Affiliate" means any corporation that directly, or indirectly
         through one or more intermediaries, controls or is controlled by, or is
         under common control with, another corporation, where "control"
         (including the terms "controlled by" and "under common control with")
         means the possession, direct or indirect, of the power to cause the
         direction of the management and policies of the corporation, whether
         through the ownership of voting securities, by contract or otherwise.
 
         17.2 "Disinterested Person" shall have the meaning set forth in Rule
         16b-(c)(2)(l) as promulgated by the SEC under Section 16(b) of the
         Exchange Act, as such rule is amended from time to time and as
         interpreted by the SEC.
 
         17.3 "Fair Market Value" shall mean the fair market value of the Shares
         as determined by the Committee from time to time in good faith. If a
         public market exists for the Shares, the Fair Market Value shall be the
         average of the last reported bid and asked prices for common stock of
         the Company on the date of determination (or the average closing price
         over the number of consecutive working days preceding the date of
         determination as the Committee shall deem appropriate) or, in the event
         the common stock of the Company is listed on a stock exchange or on the
         NASDAQ National Market System, the Fair Market Value shall be the
         closing price on such exchange or quotation system on the date of
         determination (or the average closing price over the number of
         consecutive working days preceding the date of determination as the
         Committee shall deem appropriate).
 
         17.4 "Outside Director" shall mean any director who is not (a) a
         current employee of the Company or any Parent, Subsidiary or Affiliate
         of the Company, (b) a former employee of the Company or any Parent,
         Subsidiary or Affiliate of the Company who is receiving compensation
         for prior services (other than benefits under a tax-qualified pension
         plan), (c) a current or former officer of the Company or any Parent,
         Subsidiary or Affiliate of the Company or (d) currently receiving
         compensation for personal services in any capacity, other than as a
         director, from the Company or any Parent, Subsidiary or Affiliate of
         the Company; provided. however, that at such time as the term "Outside
         Director", as used in Section 162(m) is defined in regulations
         promulgated under Section 162(m) of the Revenue Code, "Outside
         Director" shall have the meaning set forth in such regulations, as
         amended from time to time and as interpreted by the Internal Revenue
         Service.
 
         17.5 "Parent" means any corporation (other than the Company) in an
         unbroken chain of corporations ending with the Company if, at the time
         of the granting of the Option, each of such corporations other than the
         Company owns stock possessing 50% or more of the total combined voting
         power of all classes of stock in one of the other corporations in such
         chain.
 
         17.6 "Subsidiary" means any corporation (other than the Company) in an
         unbroken chain of corporations beginning with the Company if, at the
         time of granting of the Option. each of the corporations other than the
         last corporation in the unbroken chain owns stock possessing 50% or
         more of the total combined voting power of all classes of stock in one
         of the other corporations in such chain.
 
 
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