Bonus Award Payments

Prior to making any payment under this 2002 Management Plan, our Board of Directors must agree that the applicable Measurement Period's Threshold Level has been achieved.

             Calculation of Payment. Assuming that the applicable Threshold Level has been achieved, the size of a bonus award will be based on four factors, (1) Target Incentive Opportunity (expressed as a percentage of an individual's applicable year's eligible base salary earnings); (2) Eligible Base Salary Earnings (the amount actually paid to the Participant during the fiscal year in Base Salary); (3) Business Performance (measured against the established goals); and (4) Individual Performance Multiplier (the range of potential awards can be from zero to three times the target award).

             Payment Method. The Participant will receive incentive stock options for the payment value of the bonus award. A Participant will receive a number of stock options calculated by taking our closing stock price on the Measurement Date and dividing it into the Payment Value (as defined in the 2002 Management Plan).

             Bonus Pool Calculation. The maximum allowable stock option award limit is 250,000 per year (unless increased as described in the 2002 management Plan). If the total amount of bonus awards is greater than the Maximum Annual Limit for any given year, then all of the Participants' Bonus Awards will be prorated accordingly.

             Stock Options Awarded. The incentive stock options awarded to a Participant under this 2002 Management Plan are subject to the terms and conditions set forth in our existing stock option plans. Each Participant receiving an incentive stock option will receive a copy of the applicable stock option plan under which their stock options have been awarded, and is required to acknowledge receipt of such at the time of receipt of the incentive stock option. Unless otherwise stated in the stock option, each incentive stock option shall vest at the end of one (1) year from the date of issuance ("Grant Date") to a Participant, and shall otherwise be exercisable in accordance with the appropriate stock option plan under which the stock option has been awarded.

             Payment of the Bonus Award. The incentive stock options are awarded following the close of each applicable Measurement Period after the review and authorization of bonuses by the Compensation Committee. It is expected that the Bonus Awards will be made within 60 days after the close of each Measurement Period or prior thereto.

Effect of Change in Employment Status

If an eligible Participant's employment with us is terminated for any reason other than death and if the Employment Termination Date (as defined in the 2002 Management Plan) occurs prior to the end of the Measurement Period, the participant will not receive an award under this 2002 Management Plan. A Participant, who transfers, is promoted or demoted to another position with a different plan, target incentive opportunity or business goals will receive a prorated calculation of payment based upon the number of full months served in each position. The participant must be in the new position by the first of the month and remain in the position for a full month in order to receive credit for that month under the new plan, target or goals. In order to receive payment under the 2002 Management Plan during a Measurement Period, a Participant must have completed one full month of service under the 2002 Management Plan. If a Participant dies during a Measurement Period, a pro-rated payment will be made to the Participant's estate. The payment will be based upon the time the Participant served in the eligible position during the Measurement Period and the terms and conditions under this 2002 Management Plan.

Federal Income Tax Consequences

The following is a general summary of the federal income tax consequences. It does not purport to cover all of the special rules, including special rules relating to optionees subject to Section 16(b) of the Exchange Act and the exercise of an option with previously-acquired shares or tax consequences inherent in the ownership and exercise of stock options and the ownership and disposition of the underlying shares. An optionee will not recognize taxable income for federal income tax purposes upon the grant of a NQSO or an ISO. Upon the exercise of a NQSO, the optionee will recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereof, and we will generally be entitled to a