RIGL CORP
S-8, 1998-07-10
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933

                                RIGL CORPORATION
           ______________________________________________________
           (Exact name of Registrant as specified in its charter)

                 NEVADA                          85-0206668
           ________________________      ________________________
            (State of Incorporation)       (I.R.S. Employer ID No.)

                       7501 North 16th Street, Suite 200
                            Phoenix, Arizona  85020
                      ____________________________________
                         (Address of Principal Offices)

                             1998 Stock Option Plan
                          ____________________________
                            (Full Title of the Plan)

                                William L. Dempsey
                                5405 West Flamingo
                               Las Vegas, NV  89103
                     _______________________________________
                     (Name and address of Agent for Service)

                                 (702) 873-7474
                     _______________________________________
                     (Telephone number of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

Title of        Amount of    Price      Maximum      Registration
Securities      Securities   Per Share  Offering     Fee
                Registered

Common Stock(1) 1,500,000    $2.00(2)   $3,000,000   $909.00

  (1)  Issuable pursuant to options granted pursuant to the Plan.
  (2)  Estimated Price in accordance with Rule 457(h).
<PAGE>
                                  PART I
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information related to the 1998 Stock Option
Plan (the "Plan") which is being filed as an exhibit to this Registration
Statement (the "Registration Statement") and documents incorporated by
reference in response to Item 3 of Part II of this Registration Statement,
which taken together constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933 (the "Securities Act") will be
sent or given to the participant by the Registrant as specified by Rule
428(b)(1) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

As required by this Item, the Registrant shall provide to the
participant a written statement advising them of the availability
without charge, upon written or oral request, of documents
incorporated by reference in Item 3 of Part II hereof and of
documents required to be delivered pursuant to Rule 428(b) under
the Securities Act.  The statement shall include the address
listing the title or department and telephone number to which the
request is to be directed.
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant incorporates the following documents filed with
the Securities and Exchange Commission by reference in this
Registration Statement:

(a) The Registrant's Registration Statement on Form 10-SB dated May 6, 1998.
    SEC File No. 0-24217.

(b) All other documents filed by Registrant after the date of
this Registration Statement under Section 13(a), 13(c), 14 and 15
(d) of the Securities Exchange Act of 1934, (the Exchange Act)
are incorporated by reference herein and into the Section 10
Prospectus to be a part thereof from the date of filing of such
documents.

Item 4. Description of Securities:
        Not Applicable.

Item 5. Interest of Named Experts and Counsel:
        Not applicable.

Item 6. Indemnification of Officers and Directors.

Article 5.1 of the Company's By-laws provides that every person
who was or is a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he or a person for whom he is the legal representative is or
was a director or officer of the corporation or is or was serving
at the request of the corporation or for its benefit as a
director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of
the State of Nevada against all expenses, liability and loss
(including attorney's fees, judgments, fines and amounts paid or
to be paid in settlement) reasonably incurred or suffered by him
in connection therewith.  

Item 7. Exemption from Registration Claimed:
        Not applicable.

Item 8. Exhibits.

     5.1  Opinion of CAIRNS, DWORKIN & CHAMBERS, P.C. regarding legality of
          shares being issued.

    23.1  Consent of CAIRNS, DWORKIN & CHAMBERS, P.C., (see Opinion).

    23.2  Consent of Billie J. Allred, Certified Public Accountant.

    99.1  1998 Stock Option Plan.

Item 9. Undertakings:

(a) The undersigned Registrant hereby undertakes:

    (1)   To File, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement:

         (i)   To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information in the Registration Statement;

         (iii) To include any material information with respect to the Plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as
amended that are incorporated by reference into this Registration
Statement.

    (2)  That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement to the securities
offered therein, and the offering of such securities offered at
that time shall be deemed to be the initial bona fide offering
thereof.

    (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such
indemnification is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Phoenix, Arizona on this 6th day of July, 1998.

RIGL CORPORATION

By: /s/ Kevin L. Jones
        Kevin L. Jones, President and Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated.

Date: July 6, 1998
By: /s/ Kevin L. Jones
        Kevin L. Jones
On behalf of the Registrant and as Director, and President


Date: July 6, 1998

By: /s/ William D. O'Neal
        William D. O'Neal, Esq.
On behalf of the Registrant and as Senior Vice President, General Counsel
and Director

Date: July 6, 1998

By: /s/ Walter Vogel
        Walter Vogel
On behalf of the Registrant and as Director


Date: July 6, 1998

By: /s/ Harold Roberts
        Harold Roberts
On behalf of the Registrant and as Director


Date: July 6, 1998

By: /s/ Tennessee Webb
        Tennessee Webb
On behalf of the Registrant and as Director                       
            
Date: July 6, 1998

By: /s/ John A. Williams
        John A. Williams
On behalf of the Registrant and as Chief Financial Officer        
<PAGE>

                        CAIRNS, DWORKIN & CHAMBERS, P.C.
                       3900 EAST MEXICO AVE., SUITE 1300
                                DENVER, CO 80127
                                 (303)584-0990
                               (303)584-0995(FAX)

RIGL Corporation
7501 N. 16th Street, Suite 200
Phoenix, AZ 85020

RE:   RIGL Corporation Registration Statement on Form S-8

Gentlemen:

     You have requested our opinion as to the legality of the issuance
by RIGL Corporation, (the "Company") of up to 1,000,000 shares of
Common Stock (the "Shares") pursuant to a Registration Statement
on Form S-8 (the "Registration Statement") to be filed on or
before July 15, 1998.

   Pursuant to your request I have reviewed and examined:  (1) the
Articles of Incorporation of the Company, as amended (the
"Articles"); (2) the Bylaws of the Company, as certified by the
Secretary of the Company; (3) the minute book of the Company; (4)
a copy of certain resolutions of the Board of Directors of the
Company; (5) the Registration Statement; (6) the Company's Stock
Option Plan covered by the Registration Statement; and (7) such
other matters as deemed relevant in order to issue this opinion. 

   Based upon the foregoing, and subject to the qualifications set
forth below, I am of the opinion that the Shares, if issued as
described in the Registration Statement will have been duly
authorized, legally issued, fully paid and non-assessable.  This
opinion is furnished by me as counsel to the Company and is
solely for your benefit.  Neither this opinion nor copies hereof
may be relied upon by, delivered to, or quoted in whole or in
part to any governmental agency or other person without our prior
written consent.  My opinion is subject to the qualification that
no opinion is expressed herein as to the application of state
securities or Blue Sky laws.

   Notwithstanding the above, I consent to the use of this opinion
in the Registration Statement.  In giving my consent, no
concession is intended that this Opinion comes within the
category of persons whose consent is required under Section 7 of
the Securities and Exchange Commission promulgated thereunder.

Sincerely,
CAIRNS, DWORKIN & CHAMBERS, P.C.

/s/ Bradford J. Lam
    Bradford J. Lam
<PAGE>
June 26, 1998

Billie J. Allred
365 South 600 East  (Alder Lane)
P.O. Box 1142
Pima, Arizona 85543

Mr. John Williams
RIGL Corporation
7501 N. 16th St., Suite 200
Phoenix, Arizona 85020

Dear Mr. Williams:

     I consent to the inclusion in the Form S-8 of RIGL Corporation
dated on or about July 6, 1998 of my Audit Report dated January
6, 1998 with respect to the financial statements of Renaissance
International Group, Ltd. as of September 30, 1997 and for the
three years then ended. 

Yours truly,

/s/ Billie J. Allred
    Billie J. Allred

<PAGE>
                             1998 STOCK OPTION PLAN


1. PURPOSE

The purposes of the 1998 Stock Option Plan ("Plan") of RIGL
Corporation, a Nevada corporation are to attract and retain the
best available employees and directors of any parent or
subsidiary or affiliate which now exists or hereafter is
organized or acquired by or acquires RIGL Corporation
(collectively or individually as the context requires the
"Company") as well as appropriate third parties who can provide
valuable services to the Company, to provide additional incentive
to such persons and to promote the success of the business of the
Company.  This Plan is intended to comply with Rule 16b-3 under
Section 16 of the Securities Exchange Act of 1934, as amended or
any successor rule ("Rule 16b-3"), and the Plan shall be
construed, interpreted and administered to comply with Rule
16b-3.

2. DEFINITIONS

(a) "Affiliate" means any corporation, partnership, joint venture or other
     entity, domestic or foreign, in which the Company, either directly or
     through another affiliate or affiliates, has a 50% or more ownership
     interest.

(b) "Affiliated Group" means the group consisting of the Company and any
     entity that is an "affiliate," a "parent" or a "subsidiary" of the Company.

(c) "Board" means the Board of Directors of the Company.

(d) "Committee" means the Compensation or Stock Option Committee of the Board
     (as designated by the Board), if such a committee has been appointed.

(e) "Code" means the United States Internal Revenue Code of 1986, as amended.

(f) "Incentive Stock Options" means options intended to qualify as incentive
     stock options under Section 422 of the Code, or any successor provision.

(g) "ISO Group" means the group consisting of the Company and any corporation
     that is a "parent" or a "subsidiary" of the Company.

(h) "Nonemployee Director" means a director of the Company who is not an
     employee of the Company or any Affiliated Group Member.

(i) "Nonqualified Stock Options" means options that are not intended to
     qualify for favorable income tax treatment under Sections 421 through 424
     of the Code.

(j) "Parent" means a corporation that is a "parent" of the Company within the
     meaning of Code Section 424(e).

(k) "Section 16" means Section 16 of the Securities Exchange Act of 1934, as
     amended.

(l) "Subsidiary" means a corporation that is a "subsidiary" of the Company
     within the meaning of Code Section 424(f).

3. INCENTIVE AND NON-QUALIFIED STOCK OPTIONS

Two types of options (referred to herein as "options," without distinction
between such two types) may be granted under the Plan:

   Incentive Stock Options and Nonqualified Stock Options.

4. ELIGIBILITY AND ADMINISTRATION

(a). Eligibility.  The following individuals shall be eligible to receive
grants pursuant to the Plan as follows:

     (i) Any employee (including any officer or director who is
         an employee) of the Company or any ISO Group member shall be
         eligible to receive either Incentive Stock Options or
         Nonqualified Stock Options under the Plan.  An employee may
         receive more than one option under the Plan.

    (ii) Any director of the Company or consultant to the
         Company who is not an employee of the Company or any of its
         subsidiaries shall be eligible to receive Nonqualified Stock
         Options under the Plan.

   (iii) Any other individual whose participation the Board or
         the Committee determines is in the best interests of the Company
         shall be eligible to receive Nonqualified Stock Options.

(b) Administration.  The Plan may be administered by the Board or
by a Committee appointed by the Board which is constituted so to
permit the Plan to comply under Rule 16b-3 and 162(m) of the
Code.  The Company shall indemnify and hold harmless each
director and Committee member for any action or determination
made in good faith with respect to the Plan or any option. 
Determinations by the Committee or the Board shall be final and
conclusive upon all parties.

5. SHARES SUBJECT TO OPTIONS

The stock available for grant of options under the Plan shall be
shares of the Company's authorized but unissued or reacquired
voting common stock.  The aggregate number of shares that may be
issued pursuant to exercise of options granted under the Plan
shall be 1,500,000 shares; provided, however, that, in any one
calendar year, no individual may receive grants of options
covering more than 250,000 shares.  If any outstanding option
grant under the Plan for any reason expires or is terminated, the
shares of common stock allocable to the unexercised portion of
the option grant shall again be available for options under the
Plan as if no options had been granted with respect to such
shares.

6. TERMS AND CONDITIONS OF OPTIONS

Option grants under the Plan shall be evidenced by agreements in
such form and containing such provisions as are consistent with
the Plan as the Board or the Committee shall from time to time
approve.  Each agreement shall specify whether the option(s)
granted thereby are Incentive Stock Options or Nonqualified Stock
Options.  Such agreements may incorporate all or any of the terms
hereof by reference and shall comply with and be subject to the
following terms and conditions:

(a) Shares Granted.  Each option grant agreement shall specify
the number of Incentive Stock Options and/or Nonqualified Stock
Options being granted; one option shall be deemed granted for
each share of stock.  In addition, each option grant agreement
shall specify the exercise rights and/or vesting schedule of such
options, if any.

(b) Purchase Price.  The purchase price for a share subject to
(i) a Nonqualified Stock Option may be any amount determined in
good faith by the Committee, and (ii) an Incentive Stock Option
shall not be less than 100% of the fair market value of the share
on the date the option is granted, provided, however, the option
price of an Incentive Stock Option shall not be less than 110% of
the fair market value of such share on the date the option is
granted to an individual then owning (after the application of
the family and other attribution rules of Section 424(d) or any
successor rule of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company or any ISO
Group member.  For purposes of the Plan, "fair market value" at
any date shall be (i) the reported closing price of such stock on
the New York Stock Exchange or other established stock exchange
or NASDAQ National Market on such date, or if no sale of such
stock shall have been made on that date, on the preceding date on
which there was such a sale, (ii) if such stock is not then
listed on an exchange or the NASDAQ National Market, the last
trade price per share for such stock in the over-the-counter
market as quoted on NASDAQ or the pink sheets or successor
publication of the National Quotation Bureau on such date, or
(iii) if such stock is not then listed or quoted as referenced
above, an amount determined in good faith by the Board or the
Committee.

(c) Termination.  Unless otherwise provided herein or in a
specific option grant agreement which may provide for accelerated
vesting and/or longer or shorter periods of exercisability, no
option shall be exercisable after the expiration of the earliest
of 
     (i) in the case of an Incentive Stock Option:

          (1) Five (5) years from the date the option is granted,
              or three (3) years from the date the option is granted to an
              individual owning (after the application of the family and other
              attribution rules of Section 424(d) of the Code) at the time such
              option was granted, more than 10% of the total combined voting
              power of all classes of stock of the Company or any ISO Group
              member,

          (2) three months after the date the optionee ceases to
              perform services for the Company or any ISO Group member, if such
              cessation is for any reason other than death, disability (within
              the meaning of Code Section 22(e)(3)), or cause,

          (3) one year after the date the optionee ceases to
              perform services for the Company or any ISO Group member, if such
              cessation is by reason of death or disability (within the meaning
              of Code Section 22(e)(3)), or

          (4) the date the optionee ceases to perform services
              for the Company or any ISO Group member, if such cessation is for
              cause, as determined by the Board or the Committee in its sole
              discretion;

     (ii)in the case of a Nonqualified Stock Option;

          (1) 10 years from the date the option is granted,

          (2) two years after the date the optionee ceases to
              perform services for the Company or any Affiliated Group member,
              if such cessation is for any reason other than death, permanent
              disability, retirement or cause,

          (3) three years after the date the optionee ceases to
              perform services for the Company or any Affiliated Group member,
              if such cessation is by reason of death, permanent disability or
              retirement, or

          (4) the date the optionee ceases to perform services
              for the Company or any Affiliated Group member, if such cessation
              is for cause, as determined by the Board or the Committee in its
              sole discretion;

provided, that, unless otherwise provided in a specific option
grant agreement, an option shall only be exercisable for the
periods above following the date an optionee ceases to perform
services to the extent the option was exercisable on the date of
such cessation.

(d) Method of Payment.  The purchase price for any share
purchased pursuant to the exercise of an option granted under the
Plan shall be paid in full upon exercise of the option by any of
the following methods, (i) by cash, (ii) by check, or (iii) to
the extent permitted under the particular grant agreement, by
transferring to the Company shares of stock of the Company at
their fair market value as of the date of exercise of the option
as determined in accordance with paragraph 6(b), provided that
the optionee held the shares of stock for at least six months. 
Notwithstanding the foregoing, the Company may arrange for or
cooperate in permitting broker-assisted zero cash exercise
procedures.  The Company may also extend and maintain, or arrange
for the extension and maintenance of, credit to an optionee to
finance the optionee's purchase of shares pursuant to the
exercise of options, on such terms as may be approved by the
Board or the Committee, subject to applicable regulations of the
Federal Reserve Board and any other applicable laws or
regulations in effect at the time such credit is extended.

(e) Exercise.  Except for options which have been transferred
pursuant to paragraph 6(f), no option shall be exercisable during
the lifetime of an optionee by any person other than the
optionee, his or her guardian or legal representative.  The Board
or the Committee shall have the power to set the time or times
within which each option shall be exercisable and to accelerate
the time or times of exercise; provided, however, no options may
be exercised prior to the later of the expiration of six months
from the date of grant thereof or stockholder approval, unless
otherwise provided by the Board or Committee.  To the extent that
an optionee has the right to exercise one or more options and
purchase shares pursuant thereto, the option(s) may be exercised
from time to time by written notice to the Company stating the
number of shares being purchased and accompanied by payment in
full of the purchase price for such shares.  Any certificate for
shares of outstanding stock used to pay the purchase price shall
be accompanied by a stock power duly endorsed in blank by the
registered owner of the certificate (with the signature thereon
guaranteed).  If the certificate tendered by the optionee in such
payment covers more shares than are required for such payment,
the certificate shall also be accompanied by instructions from
the optionee to the Company's transfer agent with respect to the
disposition of the balance of the shares covered thereby.

(f) Non-transferability.  No option shall be transferable by an
optionee otherwise than by will or the laws of descent and
distribution, provided that the Committee in its discretion may
grant options that are transferable, without payment of
consideration, to immediate family members of the optionee or to
trusts or partnerships for such family members; the Committee may
also amend outstanding options to provide for such
transferability.

(g) ISO 250,000 Share Limit.  If required by applicable tax rules
regarding a particular grant, to the extent that the aggregate
fair market value (determined as of the date an Incentive Stock
Option is granted) of the shares with respect to which an
Incentive Stock Option grant under this Plan (when aggregated, if
appropriate, with shares subject to other Incentive Stock Option
grants made before said grant under this Plan or another plan
maintained by the Company or any ISO Group member) is exercisable
for the first time by an optionee during any calendar year may
not exceed 250,000 shares (or such other limit as is prescribed
by the Code), such option grant shall be treated as a grant of
Nonqualified Stock Options pursuant to Code Section 422(d).

(h) Investment Representation.  Unless the shares of stock
covered by the Plan have been registered with the Securities and
Exchange Commission pursuant to Section 5 of the Securities Act
of 1933, as amended, each optionee by accepting an option grant
represents and agrees, for himself or herself and his or her
transferees by will or the laws of descent and distribution, that
all shares of stock purchased upon the exercise of the option
grant will be acquired for investment and not for resale or
distribution. Upon such exercise of any portion of any option
grant, the person entitled to exercise the same shall upon
request of the Company furnish evidence satisfactory to the
Company (including a written and signed representation) to the
effect that the shares of stock are being acquired in good faith
for investment and not for resale or distribution.  Furthermore,
the Company may if it deems appropriate affix a legend to
certificates representing shares of stock purchased upon exercise
of options indicating that such shares have not been registered
with the Securities and Exchange Commission and may so notify its
transfer agent.

(i)  Rights of Optionee.  An optionee or transferee holding an
option grant shall have no rights as a stockholder of the Company
with respect to any shares covered by any option grant until the
date one or more of the options granted thereunder have been
properly exercised and the purchase price for such shares has
been paid in full.  No adjustment shall be made for dividends
(ordinary or extraordinary, whether cash, securities or other
property) or distributions or other rights for which the record
date is prior to the date such share certificate is issued,
except as provided for in paragraph 6(k).  Nothing in the Plan or
in any option grant agreement shall confer upon any optionee any
right to continue performing services for the Company or any
Affiliated Group member, or interfere in any way with any right
of the Company or any Affiliated Group member to terminate the
optionee's services at any time.

(j) Fractional Shares.  The Company shall not be required to
issue fractional shares upon the exercise of an option.  The
value of any fractional share subject to an option grant shall be
paid in cash in connection with an exercise that results in all
full shares subject to the grant having been exercised.

(k) Reorganizations, Etc.  Subject to paragraph 9 hereof, if the
outstanding shares of stock of the class then subject to this
Plan are increased or decreased, or are changed into or exchanged
for a different number or kind of shares or securities, as a
result of one or more reorganizations, stock splits, reverse
stock splits, stock dividends, spin-offs, other distributions of
assets to stockholders, appropriate adjustments shall be made in
the number and/or type of shares or securities for which options
may thereafter be granted under this Plan and for which options
then outstanding under this Plan may thereafter be exercised. 
Any such adjustments in outstanding options shall be made without
changing the aggregate exercise price applicable to the
unexercised portions of such options.  

(l) Option Modification.  Subject to the terms and conditions and
within the limitations of the Plan, the Board or the Committee
may modify, extend or renew outstanding options granted under the
Plan, or accept the surrender of outstanding options (to the
extent not theretofore exercised).  Notwithstanding the
foregoing, no modification of an option (either directly or
through modification of the Plan) shall, without the consent of
the optionee, alter or impair any rights of the optionee under
the option.  Notwithstand-ing anything herein to the contrary,
the Board or Committee may not reprice outstanding options nor
may the Board or the Committee accept the surrender of
outstanding options in conjunction with a grant of new options in
substitution therefor at an exercise price lower than the price
of the options surrendered, and this sentence may not be amended
without consent of the Board and ratification by the Company's
stockholders.

(m) Grants to Foreign Optionees.  The Board or the Committee in
order to fulfill the Plan purposes and without amending the Plan
may modify grants to optionees who are foreign nationals or
performing services for the Company or an Affiliated Group member
outside the United States to recognize differences in local law,
tax policy or custom.

(n) Other Terms.  Each option grant agreement may contain such
other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Board or the Committee, such as
without limitation discretionary performance standards, tax
withholding provisions, or other forfeiture provisions regarding
competition and confidential information.

7. TERMINATION OR AMENDMENT OF THE PLAN

The Board may at any time terminate or amend the Plan; provided,
that stockholder approval shall be obtained of any action for
which stockholder approval is required in order to comply with
Rule 16b-3, the Code or other applicable laws or regulatory
requirements within such time periods prescribed.

8. STOCKHOLDER APPROVAL AND TERM OF THE PLAN

The Plan shall be effective as of May 4, 1998, the date as of
which it was adopted by the Board, subject to ratification by the
stockholders of the Company within (each of) the time period(s)
prescribed under Rule 16b-3, the Code, and any other applicable
laws or regulatory requirements, and shall continue thereafter
until terminated by the Board.  Unless sooner terminated by the
Board, in its sole discretion, the Plan will expire on July 1,
2003, solely with respect to the granting of Incentive Stock
Options or such later date as may be permitted by the Code for
Incentive Stock Options, provided that options outstanding upon
termination or expiration of the Plan shall remain in effect
until they have been exercised or have expired or been forfeited.

9. MERGER, CONSOLIDATION OR REORGANIZATION

In the event of a merger, consolidation or reorganization with
another corporation in which the Company is not the surviving
corporation, the Board, the Committee (subject to the approval of
the Board) or the board of directors of any corporation assuming
the obligations of the Company hereunder shall take action
regarding each outstanding and unexercised option pursuant to
either clause (a) or (b) below:

(a) Appropriate provision may be made for the protection of such
option by the substitution on an equitable basis of appropriate
shares of the surviving corporation, provided that the excess of
the aggregate fair market value (as defined in paragraph 6(b)) of
the shares subject to such option immediately before such
substitution over the exercise price thereof is not more than the
excess of the aggregate fair market value of the substituted
shares made subject to option immediately after such substitution
over the exercise price thereof; or

(b) Appropriate provision may be made for the cancellation of
such option.  In such event, the Company, or the corporation
assuming the obligations of the Company hereunder, shall pay the
optionee an amount of cash (less normal withholding taxes) equal
to the excess of the highest fair market value (as defined in
paragraph 6(b)) per share of the Common Stock during the 60-day
period immediately preceding the merger, consolidation or
reorganization over the option exercise price, multiplied by the
number of shares subject to such options (whether or not then
exercisable). 

10. DISSOLUTION OR LIQUIDATION

Anything contained herein to the contrary notwithstanding, on the
effective date of any dissolution or liquidation of the Company,
the holder of each then outstanding option (whether or not then
exercisable) shall receive the cash amount described in paragraph
9(b) hereof and such option shall be canceled.

11. ACCELERATION OF EXERCISABILITY AND VESTING UNDER CERTAIN
CIRCUMSTANCES

Notwithstanding any provision in the Plan to the contrary, unless
the particular letter of grant provides otherwise, 75% of the
unvested options held by each optionee shall automatically become
exercisable and vested upon the occurrence, before the expiration
or termination of such option, of the acquisition by a third
party of 100% of the Company's outstanding equity securities, a
merger in which the Company is not the surviving corporation, a
sale of all or substantially all of the Company's assets, or a
similar reorganization of the Company (collectively,
"Accelerating Events").  The balance of each optionee's unvested
options will vest and become exercisable in 12 equal monthly
installments following the occurrence of any Accelerating Event,
or according to the optionee's individual vesting schedule as
applicable without regard to this Section 11, whichever is
earlier.  If an optionee loses his position with the Company as a
result of or subsequent to the occurrence of an Accelerating
Event, 100% of the unexpired and unvested options granted
pursuant to this Plan held by such optionee shall automatically
become vested upon such loss of position.  

12. WITHHOLDING TAXES

(a) General Rule.  Pursuant to applicable federal and state laws,
the Company is or may be required to collect withholding taxes
upon the exercise of an option.  The Company may require, as a
condition to the exercise of an option or the issuance of a stock
certificate, that the optionee concurrently pay to the Company
(either in cash or, at the request of optionee but in the
discretion of the Board or the Committee and subject to such
rules and regulations as the Board or the Committee may adopt
from time to time, in shares of Common Stock of the Company) the
entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount
as the Committee or the Board in its discretion may determine.

(b) Withholding from Shares to be Issued. In lieu of part or all
of any such payment, the optionee may elect, subject to such
rules and regulations as the Board or the Committee may adopt
from time to time, or the Company may require that the Company
withhold from the shares to be issued that number of shares
having a fair market value (as defined in paragraph 6(b)) equal
to the amount which the Company is required to withhold.

(c) Special Rule for Insiders.  Any such request or election (to
satisfy a withholding obligation using shares) by an individual
who is subject to the provisions of Section 16 shall be made in
accordance with the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.


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