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                           HANMI FINANCIAL CORPORATION
                           YEAR 2000 STOCK OPTION PLAN


     1.   PURPOSE

          The purpose of the Hanmi Financial Corporation Year 2000 Stock Option
Plan (the "Plan") is to strengthen Hanmi Financial Corporation (the "Company")
and those banks and corporations which are or hereafter become subsidiary
corporations (the "Subsidiary" or "Subsidiaries") by providing additional means
of attracting and retaining competent managerial personnel and by providing to
participating directors, officers and key employees added incentive for high
levels of performance and for unusual efforts to increase the earnings of the
Company and its Subsidiaries. The Plan seeks to accomplish these purposes and
achieve these results by providing a means whereby such directors, officers and
key employees may purchase shares of the Common Stock of the Company pursuant to
Stock Options granted in accordance with this Plan.

          Stock Options granted pursuant to this Plan are intended to be
Incentive Stock Options or Non-Qualified Stock Options, as shall be determined
and designated by the Stock Option Committee upon the grant of each Stock Option
hereunder.

     2.   DEFINITIONS

          For the  purposes  of this Plan,  the  following  terms shall have the
following meanings:

          (a) "CODE." This term shall mean the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder.

          (b) "COMMON STOCK." This term shall mean shares of the Company's
common stock, subject to adjustment pursuant to Section 15.

          (c)  "COMPANY." This term shall mean Hanmi Financial Corporation.

          (d)  "ELIGIBLE PARTICIPANTS." This term shall mean: (i) all directors
of the Company or any Subsidiary; (ii) all officers (whether or not they are
also directors) of the Company or any Subsidiary; and (iii) all key employees
(as such persons may be determined by the Stock Option Committee from time to
time) of the Company or any Subsidiary, provided that such officers and key
employees have a customary work week of at least forty hours in the employ of
the Company or a Subsidiary.

          (e)  "EXCHANGE ACT." This term shall mean the Securities Exchange Act
of 1934, as amended.

          (f)  "FAIR MARKET VALUE." This term shall mean on any date (the
"Determination Date") shall be equal to the closing price per share of Common
Stock on the business day

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immediately preceding the Determination Date, as reported in The Wall Street
Journal, Western Edition, or, if no closing price was so reported for such
immediately preceding business day, the closing price for the next preceding
business day for which a closing price was so reported, or, if no closing price
was so reported for any of the 30 business days immediately preceding the
Determination Date, the average of the high bid and low asked prices per share
of Common Stock on the business day immediately preceding the Determination Date
in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other
system then in use, or, if the Common Stock is not quoted by any such
organization on such immediately preceding business day, the average of the
closing bid and asked prices on such day as furnished by a professional market
maker making a market in the Common Stock selected by the Stock Option
Committee. In all other cases, the Fair Market Value shall be determined by the
Stock Option Committee.

          (g)  "INCENTIVE STOCK OPTION." This term shall mean a Stock Option
which is an "incentive stock option" within the meaning of Section 422 of the
Code.

          (h)  "NON-QUALIFIED STOCK OPTION." This term shall mean a Stock Option
which is not an Incentive Stock Option.

          (i)  "OPTION SHARES." This term shall mean Common Stock covered by and
subject to any outstanding unexercised Stock Option granted pursuant to this
Plan.

          (j)  "OPTIONEE." This term shall mean any Eligible Participant to whom
a Stock Option has been granted pursuant to this Plan, provided that at least
part of the Stock Option is outstanding and unexercised.

          (k)  "PLAN." This term shall mean the Hanmi Financial Corporation Year
2000 Stock Option Plan as embodied herein and as may be amended from time to
time in accordance with the terms hereof and applicable law.

          (l)  "STOCK OPTION." This term shall mean the right to purchase Common
Stock under this Plan in a specified number of shares, at a price and upon the
terms and conditions determined by the Stock option Committee.

          (m)  "STOCK OPTION COMMITTEE." The Board of Directors of the Company
may select and designate a Stock Option Committee consisting of three or more
directors of the Company each of whom is an "outside director" within the
meaning of Section 162(m) of the Code and who otherwise comply with the
requirements of Rule 16b-3 of the Exchange Act. Regardless of whether a Stock
Option Committee is selected, the Board of Directors of the Company may act as
the Stock Option Committee and any action taken by said Board as such shall be
deemed to be action taken by the Stock Option Committee. All references in the
Plan to the "Stock Option Committee" shall be deemed to refer to the Board of
Directors of the Company acting as the Stock Option Committee and to a duly
appointed Stock Option Committee, if there be one. In the event of any conflict
between action taken by the Board acting as a Stock Option Committee and action
taken by a duly

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appointed Stock Option Committee, the action taken by the Board shall be
controlling and the action taken by the duly appointed Stock Option Committee
shall be disregarded.

          (n)  "SUBSIDIARY." This term shall mean each "subsidiary corporation"
(treating the Company as the employer corporation) as defined in Section 424(f)
of the Code.

     3.   ADMINISTRATION

          (a)  STOCK OPTION COMMITTEE. This Plan shall be administered by the
Stock Option Committee. The Board of Directors of the Company shall have the
right, in its sole and absolute discretion, to remove or replace any person from
or on the Stock Option Committee at any time for any reason whatsoever.

          (b)  ADMINISTRATION OF THE PLAN. Any action of the Stock Option
Committee with respect to the administration of the Plan shall be taken pursuant
to a majority vote, or pursuant to the unanimous written consent, of its
members. Any such action taken by the Stock Option Committee in the
administration of this Plan shall be valid and binding, so long as the same is
not inconsistent with the terms and conditions of this Plan. Subject to
compliance with the terms, conditions and restrictions set forth in this Plan,
the Stock Option Committee shall have the exclusive right, in its sole and
absolute discretion, to establish the terms and conditions of all Stock Options
granted under the Plan, including, without limitation, the power to: (i)
establish the number of Stock Options, if any, to be granted hereunder, in the
aggregate and with regard to each Eligible Participant; (ii) determine the time
or times when such Stock Options, or parts thereof, may be exercised; (iii)
determine and designate which Stock Options granted under the Plan shall be
Incentive Stock Options and which shall be Non-Qualified Stock Options; (iv)
determine the Eligible Participants, if any, to whom Stock Options are granted;
(v) determine the duration and purposes, if any, of leaves of absence which may
be permitted to holders of unexercised, unexpired Stock Options without such
constituting a termination of employment under the Plan; and (vi) prescribe and
amend the terms, provisions and form of each instrument and agreement setting
forth the terms and conditions of every Stock Option Granted hereunder.

          (c)  DECISIONS AND DETERMINATIONS. Subject to the express provisions
of the Plan, the Stock Option Committee shall have the authority to construe and
interpret this Plan, to define the terms used herein, to prescribe, amend, and
rescind rules and regulations relating to the administration of the Plan, and to
make all other determinations necessary or advisable for administration of the
Plan. Determinations of the Stock Option Committee on matters referred to in
this Section 3 shall be final and conclusive so long as the same are not
inconsistent with the terms of this Plan.

     4.   SHARES SUBJECT TO THE PLAN

          Subject to adjustments as provided in Section 15 hereof, the maximum
number of shares of Common Stock which may be issued upon exercise of all Stock
Options granted under this Plan is limited to 1,482,837 in the aggregate. If any
Stock Option shall be canceled, surrendered,

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or expire for any reason without having been exercised in full, the unpurchased
Option Shares represented thereby shall again be available for grants of Stock
Options under this Plan.

     5.   ELIGIBILITY

          Only Eligible Participants shall be eligible to receive grants of
Stock Options under this Plan.

     6.   GRANTS OF STOCK OPTIONS

          (a)  GRANT. Subject to the express provisions of the Plan, the Stock
Option Committee, in its sole and absolute discretion, may grant Stock Options:

               (i)  In the case of grants to Eligible Participants who are

     officers or key employees of the Company or any Subsidiary, for a number of
     Option Shares, at the price(s) and time(s), and on the terms and conditions
     as it deems advisable and specifies in the respective grants; provided,
     however, that the number of Option Shares outstanding to any such Eligible
     Participant shall at no time exceed ten percent (10%) of the total
     outstanding shares of the Company's Common Stock issued and outstanding;
     and

               (ii) In the case of grants to Eligible Participants who are
     directors and who are not officers or key employees of the Company or any
     Subsidiary, for a number of Option Shares, at the price(s) and time(s), and
     on the terms and conditions as it deems advisable and specifies in the
     respective grants provided, however, that the number of Option Shares
     outstanding to any such Eligible Participant shall at no time exceed ten
     percent (10%) of the total outstanding shares of the Company's Common Stock
     issued and outstanding. .

          The terms upon which and the times at which, or the periods within
which, the Option Shares subject to such Stock Options may become acquired or
such Stock Options may be acquired and exercised shall be as set forth in the
Plan and the related Stock Option Agreements.

          Subject to the limitations and restrictions set forth in the Plan, an
Eligible Participant who has been granted a Stock Option may, if otherwise
eligible, be granted additional Stock Options if the Stock Option Committee
shall so determine. The Stock Option Committee shall designate in each grant of
a Stock Option whether the Stock Option is an Incentive Stock Option or a
Non-Qualified Stock Option.

          (b)  DATE OF GRANT AND RIGHTS OF OPTIONEE. The determination of the
Stock Option Committee to grant a Stock Option shall not in any way constitute
or be deemed to constitute an obligation of the Company, or a right of the
Eligible Participant who is the proposed subject of the grant, and shall not
constitute or be deemed to constitute the grant of a Stock Option hereunder
unless and until both the Company and the Eligible Participant have executed and
delivered to the other a Stock Option Agreement in the form then required by the
Stock Option Committee as evidencing the grant of the Stock Option, together
with such other instrument or instruments as may

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be required by the Stock Option Committee pursuant to this Plan; provided,
however, that the Stock Option Committee may fix the date of grant as any date
on or after the date of its final determination to grant the Stock Option (or if
no such date is fixed, then the date of grant shall be the date on which the
determination was finally made by the Stock Option Committee to grant the Stock
Option), and such date shall be set forth in the Stock Option Agreement. The
date of grant as so determined shall be deemed the date of grant of the Stock
Option for purposes of this Plan.

          (c)  SHAREHOLDER-EMPLOYEES. A Stock Option granted hereunder to an
Eligible Participant who is also an officer or key employee of the Company or
any Subsidiary, who owns, directly or indirectly, at the date of the grant of
the Stock Option, more than ten percent (10%) of the total combined voting power
of all classes of capital stock of the Company or a Subsidiary (if permitted in
accordance with the provisions of Section 5 herein) shall not qualify as an
Incentive Stock Option unless: (i) the purchase price of the Option Shares
subject to said Stock Option is at least one hundred and ten percent (110%) of
the Fair Market Value of the Option Shares, determined as of the date said Stock
Option is granted; and (ii) the Stock Option by its terms is not exercisable
after five (5) years from the date that it is granted. The attribution rules of
Section 424(d) of the Code, shall apply in the determination of indirect
ownership of stock.

          (d)  MAXIMUM VALUE OF STOCK OPTIONS. No grant of Incentive Stock
Options hereunder may be made when the aggregate Fair Market Value of Option
Shares with respect to which Incentive Stock Options (pursuant to this Plan or
any other Incentive Stock Option Plan of the Company or any Subsidiary) are
exercisable for the first time by the Eligible Participant during any calendar
year exceeds $100,000.

          (e)  SUBSTITUTED STOCK OPTIONS. If all of the outstanding shares of
common stock of another corporation are changed into or exchanged solely for
Common Stock in a transaction to which Section 424(a) of the Code, applies,
then, subject to the approval of the Board of Directors of the Company, Stock
Options under the Plan may be substituted ("Substituted Options") in exchange
for valid, unexercised and unexpired stock options of such other corporation.
Substituted Options shall qualify as Incentive Stock Options under the Plan,
provided that (and to the extent) the stock options exchanged for the
Substituted Options were Incentive Stock Options within the meaning of Section
422 of the Code.

          (f)  NON-QUALIFIED STOCK OPTIONS. Stock Options and Substituted
Options granted by the Stock Option Committee shall be deemed Non-Qualified
Stock Options under this Plan if they: (i) are designated at the time of grant
as Incentive Stock Options but do not so qualify under the provisions of Section
422 of the Code or any regulations or rulings issued by the Internal Revenue
Service for any reason; (ii) are not granted in accordance with the provisions
of Section 6(c); (iii) are in excess of the fair market value limitations set
forth in Section 6(d); (iv) are granted to an Eligible Participant who is not an
officer or key employee of the Company or any Subsidiary; or (v) are designated
at the time of grant as Non-Qualified Stock Options. Non-Qualified Stock Options
granted or substituted hereunder shall be so designated in the Stock Option
Agreement entered into between the Company and the Optionee.

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     7.   STOCK OPTION EXERCISE PRICE

          (a)  MINIMUM PRICE. The exercise price of any Option Shares shall be
determined by the Stock Option Committee, in-its sole and absolute discretion,
upon the grant of a Stock Option. Except as provided elsewhere herein, said
exercise price shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock represented by the Option Shares on the date of
grant of the related Stock Option, provided, however, that if the Eligible
Participant owns more than ten percent (10%) of the Company issued and
outstanding shares at the time of grant, than the exercise price shall be one
hundred and ten percent (110%) of the Fair Market Value.

          (b)  SUBSTITUTED OPTIONS. The exercise price of the Option Shares
subject to each Substituted Option may be fixed at a price less than one hundred
percent (100%) of the Fair Market Value of the Common Stock at the time such
Substituted Option is granted if said exercise price has been computed to be not
less than the exercise price set forth in the stock option of the other
corporation for which it was exchanged immediately before substitution, with
appropriate adjustment to reflect the exchange ratio of the shares of stock of
the other corporation into the shares of Common Stock.

     8.   EXERCISE OF STOCK OPTIONS

          (a)  EXERCISE. Except as otherwise provided elsewhere herein, each
Stock Option shall be exercisable in such increments, which need not be equal,
and upon such contingencies as the Stock Option Committee shall determine at the
time of grant of the Stock Option; provided, however, that if an Optionee shall
not in any given period exercise any part of a Stock Option which has become
exercisable during that period, the Optionee's right to exercise such part of
the Stock Option shall continue until expiration of the Stock Option or any part
thereof as may be provided in the related Stock Option Agreement. No Stock
Option or part thereof shall be exercisable except with respect to whole shares
of Common Stock, and fractional share interests shall be disregarded except that
they may be accumulated.

          (b)  PRIOR OUTSTANDING INCENTIVE STOCK OPTIONS. Incentive Stock
Options granted (or substituted) to an Optionee under the Plan may be
exercisable while such Optionee has outstanding and unexercised any Incentive
Stock Option previously granted (or substituted) to him or her pursuant to this
Plan or any other Incentive Stock Option Plan of the Company or any Subsidiary.
An Incentive Stock Option shall be treated as outstanding until it is exercised
in full or expires by reason of lapse of time.

          (c)  NOTICE AND PAYMENT. Stock Options granted hereunder shall be
exercised by written notice delivered to the Company specifying the number of
Option Shares with respect to which the Stock Option is being exercised,
together with concurrent payment in full of the exercise price as hereinafter
provided. If the Stock Option is being exercised by any person or persons other
than the Optionee, said notice shall be accompanied by proof, satisfactory to
the counsel for the Company, of the right of such person or persons to exercise
the Stock Option. The Company's receipt of a notice of exercise without
concurrent receipt of the full amount of the exercise price shall

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not be deemed an exercise of a Stock Option by an Optionee, and the Company
shall have no obligation to an Optionee for any Option Shares unless and until
full payment of the exercise price is received at the Company and all of the
terms and provisions of the Plan and the related Stock Option agreement have
been fully complied with.

          (d)  PAYMENT OF EXERCISE PRICE. The exercise price of any Option
Shares purchased upon the proper exercise of a Stock Option shall be paid in
full at the time of each exercise of a Stock Option in cash (or bank, cashier's
or certified check) and/or, with the prior written approval of the Stock Option
Committee at or before the time of exercise, in Common Stock of the Company
which, when added to the cash payment, if any, which has an aggregate Fair
Market Value equal to the full amount of the exercise price of the Stock Option,
or part thereof, then being exercised. Payment by an Optionee as provided herein
shall be made in full concurrently with the Optionee's notification to the
Company of his intention to exercise all or part of a Stock Option. If all or
any part of a payment is made in shares of Common Stock as heretofore provided,
such payment shall be deemed to have been made only upon receipt by the Company
of all required share certificates, and all stock powers and all other required
transfer documents necessary to transfer the shares of Common Stock to the
Company.

          (e)  MINIMUM EXERCISE. Not less than ten (10) Option Shares may be
purchased at any one time upon exercise of a Stock Option unless the number of
shares purchased is the total number which remains to be purchased under the
Stock Option.

          (f)  COMPLIANCE WITH LAW. No shares of Common Stock shall be issued
upon exercise of any Stock Option, and an Optionee shall have no right or claim
to such shares, unless and until: (i) payment in full as provided hereinabove
has been received by the Company; (ii) in the opinion of the counsel for the
Company, all applicable requirements of law and of regulatory bodies having
jurisdiction over such issuance and delivery have been fully complied with; and
(iii) if required by federal or state law or regulation, the Optionee shall have
paid to the Company the amount, if any, required to be withheld on the amount
deemed to be compensation to the Optionee as a result of the exercise of his or
her Stock Option, or made. Other arrangements satisfactory to the Company, in
its sole discretion, to satisfy applicable income tax withholding requirements.

          (g)  REORGANIZATION. Notwithstanding any provision in any Stock Option
Agreement pertaining to the time of exercise of a Stock Option, or part thereof,
upon adoption by the requisite holders of the outstanding shares of Common Stock
of any plan of dissolution, liquidation, reorganization, merger, consolidation
or sale of all or substantially all of the assets of the Company to another
corporation which would, upon consummation, result in termination of a Stock
Option in accordance with Section 16 hereof, all Stock Options previously
granted shall become immediately exercisable, whether or not vested under the
Plan or Stock Option Agreement, as to all unexercised Option Shares for such
period of time as may be determined by the Stock Option Committee, but in any
event not less than 30 days, on the condition that the terminating event
described in Section 16 hereof is consummated. If such terminating event is not
consummated or if the surviving entity (successor entity) assumes such
obligation or gives appropriate substitution

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thereof, Stock Options granted pursuant to the Plan shall be exercisable in
accordance with the terms of their respective Stock Option Agreements.

     9.   NONTRANSFERABILITY OF STOCK OPTIONS

          Each Stock Option shall, by its terms, be nontransferable by the
Optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the Optionee's lifetime only by the Optionee.

     10.  CONTINUATION OF AFFILIATION

          Nothing contained in this Plan (or in any Stock Option Agreement)
shall obligate the Company or any Subsidiary to employ or continue to employ or
remain affiliated with any Optionee or any Eligible Participant for any period
of time or interfere in any way with the right of the Company or a Subsidiary to
reduce or increase the Optionee's or Eligible Participant's compensation.

     11.  CESSATION OF AFFILIATION

          Except as provided in Section 12 hereof, if, for any reason other than
disability or death, an Optionee ceases to be employed by or affiliated with the
Company or a Subsidiary, the Stock Options granted to such Optionee shall expire
on the expiration dates specified for said Stock Options at the time of their
grant, or ninety (90) days after the Optionee ceases to be so employed or
affiliated, whichever is earlier. During such period after cessation of
employment or affiliation, such Stock Options shall be exercisable only as to
those increments, if any, which had become exercisable as of the date on which
such Optionee ceased to be employed by or affiliated with the Company or the
Subsidiary, and any Stock Options or increments which had not become exercisable
as of such date shall expire automatically on such date.

     12.  TERMINATION FOR CAUSE

          If the Stock Option Agreement so provides and if an Optionee's
employment by or affiliation with the Company or a Subsidiary is terminated for
cause, the Stock Options granted to such Optionee shall automatically expire and
terminate in their entirety immediately upon such termination; provided,
however, that the Stock Option Committee may, in its sole discretion, within
thirty (30) days of such termination, reinstate such Stock Options by giving
written notice of such reinstatement to the Optionee. In the event of such
reinstatement, the Optionee may exercise the Stock Options only to such extent,
for such time, and upon such terms and conditions as if the Optionee had ceased
to be employed by or affiliated with the Company or a Subsidiary upon the date
of such termination for a reason other than cause, disability or death.
Termination for cause shall include, but shall not be limited to, termination
for malfeasance or gross misfeasance in the performance of duties or conviction
of illegal activity in connection therewith and, in any event, the determination
of the Stock Option Committee with respect thereto shall be final and
conclusive.

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     13.  DEATH OF OPTIONEE

          If an Optionee dies while employed by or affiliated with the Company
or a Subsidiary, or during the ninety-day period referred to in Section 11
hereof, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
one (1) year after the date of such death, whichever is earlier. After such
death, but before such expiration, subject to the terms and provisions of the
Plan and the related Stock Option Agreements, the person or persons to whom such
Optionee's rights under the Stock Options shall have passed by will or by the
applicable laws of descent and distribution, or the executor or administrator of
the Optionee's estate, shall have the right to exercise such Stock Options to
the extent that increments, if any, had become exercisable as of the date on
which the Optionee died.

     14.  DISABILITY OF OPTIONEE

          If an Optionee is disabled while employed by or affiliated with the
Company or a Subsidiary or during the three-month period referred to in Section
11 hereof, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
one (1) year after the date such disability occurred, whichever is earlier.
After such disability occurs, but before such expiration, the Optionee or the
guardian or conservator of the Optionee's estate, as duly appointed by a court
of competent jurisdiction, shall have the right to exercise such Stock Options
to the extent that increments, if any, had become exercisable as of the date on
which the Optionee became disabled or ceased to be employed by or affiliated
with the Company or a Subsidiary as a result of the disability. An Optionee
shall be deemed to be "disabled" if it shall appear to the Stock Option
Committee, upon written certification delivered to the Company of a qualified
licensed physician, that the Optionee has become permanently and totally unable
to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
the Optionee's death, or which has lasted or can be expected to last for a
continuous period of not less than 12 months.

     15.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION

          If the outstanding shares of Common Stock of the Company are
increased, decreased, or changed into or exchanged for a different number or
kind of shares or securities of the Company, through a reorganization, merger,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which Stock Options may be granted. A corresponding adjustment
changing the number or kind of Option Shares and the exercise prices per share
allocated to unexercised Stock Options, or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Such adjustments
shall be made without change in the total price applicable to the unexercised
portion of the Stock Option, but with a corresponding adjustment in the price
for each Option Share subject to the Stock Option. Adjustments under this
Section shall be made by the Stock Option Committee, whose determination as to
what adjustments shall be made, and the extent thereof, shall be final and
conclusive. No

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fractional shares of stock shall be issued or made available under the Plan on
account of such adjustments, and fractional share interests shall be
disregarded, except that they may be accumulated.

     16.  TERMINATING EVENTS

          Upon consummation of a plan of dissolution or liquidation of the
Company, or upon consummation of a plan of reorganization, merger or
consolidation of the Company with one or more corporations, as a result of which
the Company is not the surviving entity, or upon the sale of all or
substantially all the assets of the Company to another corporation, the Plan
shall automatically terminate and all Stock Options theretofore granted shall be
terminated (subject to Section 8(g)), unless provision is made in connection
with such transaction for assumption of Stock Options theretofore granted (in
which case such Stock Options shall be converted into Stock Options for a like
number and kind for shares of the surviving entity), or substitution for such
Stock Options with new stock options covering stock of a successor employer
corporation, or a parent or subsidiary corporation thereof, solely at the
discretion of such successor corporation, or parent or subsidiary corporation,
with appropriate adjustments as to number and kind of shares and prices.

     17.  AMENDMENT AND TERMINATION

          The Board of Directors of the Company may at any time and from time to
time suspend, amend, or terminate the Plan and may, with the consent of an
Optionee, make such modifications of the terms and conditions of that Optionee's
Stock Option as it shall deem advisable; provided that, except as permitted
under the provisions of Section 15 hereof, no amendment or modification may be
adopted without the Company having first obtained the approval of the holders of
a majority of the Company's outstanding shares of Common Stock present, or
represented, and entitled to vote at a duly held meeting of shareholders of the
Company, or by written consent, if the amendment or modification would:

          (a)  materially increase the number of securities which may be issued
under the Plan;

          (b)  materially modify the requirements as to eligibility for
participation in the Plan;

          (c)  increase the maximum term of Stock Options provided for herein;

          (d)  permit Stock Options to be granted to any person who is not an
Eligible Participant; or

          (e)  change any provision of the Plan which would affect the
qualification as an Incentive Stock Option under the Code then applicable of any
Stock Option granted as an Incentive Stock Option under the Plan.

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          No Stock Option may be granted during any suspension of the Plan or
after termination of the Plan. Amendment suspension, or termination of the Plan
shall not (except as otherwise provided in Section 15 hereof), without the
consent of the Optionee, alter or impair any rights or obligations under any
Stock Option theretofore granted.

     18.  RIGHTS OF ELIGIBLE PARTICIPANTS AND OPTIONEES


          No Eligible Participant, Optionee or other person shall have any claim
or right to be granted a Stock Option under this Plan, and neither this Plan nor
any action taken hereunder shall be deemed to give or be construed as giving any
Eligible Participant, Optionee or other person any right to be retained in the
employ of the Company or any Subsidiary. Without limiting the generality of the
foregoing, no person shall have any rights as a result of his or her
classification as an Eligible Participant or Optionee, such classifications
being made solely to describe, define and limit those persons who are eligible
for consideration for privileges under the Plan.

     19.  PRIVILEGES OF STOCK OWNERSHIP; REGULATORY LAW COMPLIANCE; NOTICE OF
SALE

          No Optionee shall be entitled to the privileges of stock ownership as
to any Option Shares not actually issued and delivered. No Option Shares may be
purchased upon the exercise of a Stock Option unless and until all then
applicable requirements of all regulatory agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Company are listed (if any) shall have been fully complied with. The Optionee
shall, not more than five (5) days after each sale or other disposition of
shares of Common Stock acquired pursuant to the exercise of Stock Options, give
the Company notice in writing of such sale or other disposition.


     20.  EFFECTIVE DATE OF THE PLAN

          The Plan shall be deemed adopted as of May 31, 2000, and shall be
effective immediately, subject to approval of the Plan by the holders of at
least a majority of the Company's outstanding shares of Common Stock.

     21.  TERMINATION

          Unless previously terminated as aforesaid, the Plan shall terminate on
February 26, 2010. No Stock Options shall be granted under the Plan thereafter,
but such termination shall not affect any Stock Option theretofore granted.

     22.  OPTION AGREEMENT

          Each Stock Option granted under the Plan shall be evidenced by a
written Stock Option Agreement executed by the Company and the Optionee, and
shall contain each of the provisions and agreements herein specifically required
to be contained therein, and such other terms

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and conditions as are deemed desirable by the Stock Option Committee and are not
inconsistent with this Plan.

     23.  STOCK OPTION PERIOD

          Each Stock Option and all rights and obligations thereunder shall
expire on such date as the Stock Option Committee may determine, but, except as
provided in Section 6(c) and otherwise in this Section 23, not later than ten
(10) years from the date such Stock Option is granted, and shall be subject to
earlier termination as provided elsewhere in this Plan. Notwithstanding the
other terms of this Section 23, if the Eligible Participant at the time of grant
owns ten percent (10%) or more of the issued and outstanding Common Stock of the
Company, than the term of each stock option shall not exceed five (5) years.

     24.  EXCULPATION AND INDEMNIFICATION OF STOCK OPTION COMMITTEE

          The present, former and future members of the Stock Option Committee,
and each of them, who is or was a director, officer or employee of the Company
shall be indemnified by the Company to the extent authorized in and permitted by
the Company's Certificate of Incorporation, and/or Bylaws in connection with all
actions, suits and proceedings to which they or any of them may be a party by
reason of any act or omission of any member of the Stock Option Committee under
or in connection with the Plan or any Stock Option granted thereunder.

     25.  NOTICES

          All notices and demands of any kind which the Stock Option Committee,
any Optionee, Eligible Participant, or other person may be required or desires
to give under the terms of this Plan shall be in writing and shall be delivered
in hand to the person or persons to whom addressed (in the case of the Stock
Option Committee, with the Chief Executive Officer or Secretary of the Company),
by leaving a copy of such notice or demand at the address of such person or
persons as may be reflected in the records of the Company, or by mailing a copy
thereof, properly addressed as above, by certified or registered mail, postage
prepaid, with return receipt requested. Delivery by mail shall be deemed made
upon receipt by the notifying party of the return receipt request acknowledging
receipt of the notice or demand.

     26.  LIMITATION ON OBLIGATIONS OF THE COMPANY

          All obligations of the Company arising under or as a result of this
Plan or Stock Options granted hereunder shall constitute the general unsecured
obligations of the Company, and not of the Board of Directors of the Company,
any member thereof, the Stock Option Committee, any member thereof, any officer
of the Company, or any other person or any Subsidiary, and none of the
foregoing, except the Company, shall be liable for any debt, obligation, cost or
expense hereunder.

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     27.  LIMITATION OF RIGHTS

          The Stock Option Committee, in its sole and absolute discretion, is
entitled to determine who, if anyone, is an Eligible Participant under this
Plan, and which, if any, Eligible Participant shall receive any grant of a Stock
Option. No oral or written agreement by any person on behalf of the Company
relating to this Plan or any Stock Option granted hereunder is authorized, and
such may not bind the Company or the Stock Option Committee to grant any Stock
Option to any person.

     28.  SEVERABILITY

          It is the desire and intent of the parties hereto that the provisions
of this Plan be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Plan shall be adjudicated by a
court of competent jurisdiction to be invalid, prohibited or unenforceable for
any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Plan or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Plan or affecting the validity or enforceability of
such provision in any other jurisdiction.

     29.  CONSTRUCTION

          Where the context or construction requires, all words applied in the
plural herein shall be deemed to have been used in the singular and vice versa,
and the masculine gender shall include the feminine and the neuter and vice
versa.

     30.  HEADINGS

          The headings of the several sections herein are inserted solely for
convenience of reference and are not intended to form a part of and are not
intended to govern, limit or aid in the construction of any term or provision
hereof.

     31.  SUCCESSORS

          This Plan shall be binding upon the respective successors, assigns,
heirs, executors, administrators, guardians and personal representatives of the
Company and Optionees.

     32.  CONFLICT

          In the event of any conflict between the terms and provisions of this
Plan, and any other document, agreement or instrument, including, without
meaning any limitation, any Stock Option Agreement, the terms and provisions of
this Plan shall control.

                                       13
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     33.  GOVERNING LAW

          THIS PLAN WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF
THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS
PLAN, EVEN IF UNDER SUCH JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW
ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

             *     *     *     *     *     *     *     *     *


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