EXHIBIT 10.7
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As approved by the Registrant's board of directors on June 14, 2002 and by the
Registrant's stockholders on July 30, 2002, the Registrant's Employee Stock
Purchase Plan was amended as follows:

         The following paragraph shall be added to the end of Article VII of the
         non-employee directors' incentive plan: "Notwithstanding the foregoing,
         no adjustment to the maximum aggregate number of shares of Common Stock
         that may be issued under the Plan or the size of the awards to be
         granted under Article 4.1 hereof shall be made in respect of any
         reverse stock split approved at the Company's 2002 Annual Meeting of
         stockholders that is effected by the Company in accordance with such
         approval."