On January 31, 2002, the 1999 Stock Incentive Plan was amended, by deleting
Paragraph 5 (d) and substituting the following paragraph:

          (d) Payment. The Option Price multiplied by the number of shares to be
     purchased  by  exercise  of the  Option  shall be paid  upon  the  exercise
     thereof.  Unless  the  terms of an Option  provide  to the  contrary,  upon
     exercise,  the aggregate Option Price shall be payable by delivering to the
     Company (i) cash equal to such aggregate  Option Price,  (ii) shares of the
     Company's  Common Stock owned by the grantee  having a fair market value on
     the  day  the  Company's   Common  Stock  is  quoted  on  the  Consolidated
     Transaction  Reporting  System  immediately  preceding the date of exercise
     (determined  in accordance  with Section 5(b) or as otherwise  permitted by
     the  Committee)  at least equal to such  aggregate  Option  Price,  (iii) a
     combination  of any of the  above  methods  which  total to such  aggregate
     Option  Price,  or (iv) any  other  form of  consideration  which  has been
     approved by the Committee,  including under any approved  cashless exercise
     mechanism;  and payment of such  aggregate  Option  Price by any such means
     shall be made and  received  by the  Company  prior to the  delivery of the
     shares as to which the Option was  exercised.  The right to deliver in full
     or partial payment of such Option Price any  consideration  other than cash
     shall be limited to such frequency as the Committee  shall determine in its
     absolute discretion. A holder of an Option shall have none of the rights of
     a stockholder  until the shares are issued to him or her;  provided that if
     an  optionee  exercises  an Option and the  appropriate  purchase  price is
     received by the Company in  accordance  with this Section 5(d) prior to any
     dividend  record  date,  such  optionee  shall be  entitled  to receive the
     dividends  which  would be paid on the shares  subject to such  exercise if
     such shares were outstanding on such record date.