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                                                                  EXHIBIT 4.6


                              AMENDED AND RESTATED
                                UTI ENERGY CORP.
                        1996 EMPLOYEE STOCK OPTION PLAN


    SECTION 1.  PURPOSE

    This Amended and Restated UTI Energy Corp. 1996 Employee Stock Option Plan
(the "Plan") amends and restates the UTI Energy Corp. 1996 Employee Stock
Option Plan to reflect the three-for-one stock dividend paid to stockholders of
UTI Energy Corp. (the "Company") on September 5, 1997.  The purpose of the Plan
is to promote the interests of the "Company and its stockholders by providing
it with a mechanism to enable the Company and its subsidiaries to attract,
retain and motivate their key employees with compensatory arrangements and
benefits that make use of the Company's stock so as to provide for or increase
the proprietary interests of such employees in the Company.

    SECTION 2.  DEFINITIONS

    (A)  "AGREEMENT" shall mean a written agreement setting forth the terms of
an Award.

    (B)  "AWARD" shall mean an Option (which may be designated as an Incentive
Stock Option or a Non-Incentive Stock Option) granted under this Plan.

    (C)  "BOARD" shall mean the Board of Directors of the Company.

    (D)  "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

    (E)  "COMMITTEE" shall mean the committee appointed by the Board to
administer this Plan.

    (F)  "COMMON STOCK" shall mean the Company's Common Stock, $.001 par value
(or such other par value as may be designated by act of the Company's
stockholders).

    (G)  "COMPANY" shall mean UTI Energy Corp., a Delaware corporation.

    (H)  "DISABILITY" shall mean a mental or physical disability which, in the
opinion of a physician selected by the Committee, shall prevent the Employee
from earning a reasonable livelihood with the Company or any Subsidiary and
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months and which: (a) was
not contracted, suffered or incurred while the Employee was engaged in, or did
not result from having engaged in, a felonious criminal enterprise; (b) did not
result from alcoholism or addiction to narcotics; and (c) did not result from
an injury incurred while a member of the Armed Forces of the United States for
which the Employee receives a military pension.

    (I)  "DISINTERESTED" shall mean disinterested within the meaning of
applicable regulatory requirements, including those promulgated under Section
16 of the Exchange Act.

    (J)  "EMPLOYEE" shall mean an officer or employee of the Company or a
Subsidiary.

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

    (L)  "FAIR MARKET VALUE" shall mean the closing sale price of a share of
Common Stock on that date as reported by the principal national securities
exchange on which the Common Stock is listed if the Common Stock




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is then listed on a national securities exchange, or if the Common Stock is not
so listed, the average of the bid and asked price of a share of Common Stock on
that date and reported in the National Association of Securities Dealers
Automated Quotation system (the "NASDAQ System"); provided that if no such
closing price or quotes are so reported on that date or if in the discretion of
the Committee another means of determining the Fair Market Value of a share of
stock at such date shall be necessary or advisable, the Committee may provide
for another means for determining such Fair Market Value.

    (M)  "INCENTIVE STOCK OPTION" shall mean an Option that is intended by the
Committee to meet the requirements of Section 422 of the Code or any successor
provision.

    (N)  "NON-INCENTIVE STOCK OPTION" shall mean an Option granted pursuant to
this Plan which does not qualify as an Incentive Stock Option.

    (O)  "OPTION" shall mean the right to purchase Common Stock at a price to
be specified and upon terms to be designated by the Committee pursuant to this
Plan.  An Option shall be designated by the Committee as an Incentive Stock
Option or a Non-Incentive Stock Option.

    (P)  "OPTION PRICE" shall mean the price at which shares may be purchased
pursuant to an Option.

    (Q)  "PLAN" shall mean this UTI Energy Corp. 1996 Employee Stock Option
Plan.

    (R)  "RETIRE" or "RETIREMENT" shall mean retirement in accordance with the
terms of a retirement plan that is qualified under Section 401(a) of the Code
and maintained by the Company or a Subsidiary in which the employee is a
participant.

    (S)  "SUBSIDIARY" shall mean any present or future subsidiary corporations,
as defined in Section 424 of the Code, of the Company.

    SECTION 3.  STOCK SUBJECT TO THE PLAN

    The total amount of the Common Stock with respect to which Awards may be
granted shall not exceed in the aggregate 900,000 shares.  The class and
aggregate number of shares which may be subject to the Options granted under
this Plan shall be subject to adjustment under Section 7.  Shares may be
treasury shares or authorized but unissued shares.  If any Award under the Plan
shall expire or terminate for any reason without having been exercised in full,
or if any Award shall be forfeited, the shares subject to the unexercised or
forfeited portion of such Award shall again be available for the purposes of
the Plan.

    SECTION 4.  ADMINISTRATION

    The Plan shall be administered by a Committee the members of which shall be
Disinterested persons.  The Committee shall consist of not less than two
members of the Board, who are not Employees.  The Board shall have the power
from time to time to add or remove members of the Committee, and to fill
vacancies arising for any reason.  The Committee shall designate a chairman
from among its members, who shall preside at all of its meetings, and shall
designate a secretary, without regard to whether that person is a member of the
Committee, who shall keep the minutes of the proceedings and all records,
documents, and data pertaining to its administration of the Plan.  Meetings
shall be held at any time and place as it shall choose.  A majority of the
members of the Committee shall constitute a quorum for the transaction of
business.  The vote of a majority of those members present at any meeting shall
decide any question brought before that meeting.  In addition, the Committee
may take any action otherwise proper under the Plan by the affirmative vote,
taken without a meeting, of a majority of its members.  No member of the
Committee shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including but not limited
to the exercise of any power or discretion given to him under the Plan, except
those resulting from his own gross negligence or willful misconduct.  All
questions of interpretation and application of the Plan, or as to Awards
granted under it shall be subject to the





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determination of a majority of the Committee.  The Committee in exercising any
power or authority granted under this Plan or in making any determination under
this Plan shall perform or refrain from performing those acts using its sole
discretion and judgment.  Any decision made by the Committee or any refraining
to act or any act taken by the Committee in good faith shall be final and
binding on all parties.  The Committee's decision shall never be subject to de
novo review.  When appropriate the Plan shall be administered in order to
qualify certain of the Options granted under it as Incentive Stock Options.

    SECTION 5.  ELIGIBILITY

    The individuals who shall be eligible to participate in the Plan shall be
those full-time key Employees, including directors if they are Employees, as
the Committee shall determine during the term of this Plan.  No individual
shall be eligible to receive an Award under the Plan while that individual is a
member of the Committee.

    No Employee who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the corporation employing the Employee
or of its parent or subsidiary corporation shall be eligible to receive an
Option which is an Incentive Stock Option unless at the time that the Option is
granted the option price is at least 110% of the Fair Market Value of the
Common Stock at the time the Option is granted and the Option by its own terms
is not exercisable after the expiration of five years from the date the Option
is granted.

    An Employee will be considered as owning the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants.  Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust will be
considered as being owned proportionately by or for its stockholders, partners
or beneficiaries.  For all purposes of this Plan, a parent corporation is any
corporation (other than the Company) in an unbroken chain of corporations
ending with the Company if, on the date of grant of the Option in question,
each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in that chain; and a subsidiary corporation is any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, on the date of grant of the Option in question,
each of the corporations, other than the last corporation in the chain, owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in that chain.

    SECTION 6.  MAXIMUM NUMBER OF SHARES SUBJECT TO AN AWARD

    The maximum number of shares of Common Stock subject to Options that may be
awarded to any Employee under the Plan during any consecutive three year period
is 300,000, subject to adjustment as provided in Section 7 of the Plan.

    SECTION 7.  STOCK OPTIONS

    A.  AUTHORITY TO GRANT OPTIONS.  The Committee may grant Incentive Stock
Options or Non-Incentive Stock Options at any time during the term of this Plan
to any eligible Employee that it chooses.

    Each Option granted shall be approved by the Committee.  Subject only to
any applicable limitations set forth in this Plan, the number of shares of
Common Stock to be covered by an Option shall be as determined by the
Committee.

    B.  OPTION PRICE.  The price at which shares may be purchased pursuant to
an Option shall be fixed by the Committee, but such price for an Incentive
Stock Option shall be not less than the Fair Market Value of the shares of
Common Stock on the date the Option is granted.  The Committee in its
discretion may provide that the price at which shares may be purchased shall be
more than the minimum price required.

    C.  DURATION OF OPTIONS.  No Option which is an Incentive Stock Option
shall be exercisable after the expiration of ten years from the date such
Option is granted.  The Committee in its discretion may provide that such
Option shall be exercisable throughout the ten year period or during any lesser
period of time commencing on or





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after the date of grant of such Option and ending upon or before the expiration
of the ten year period.  If an Employee owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the corporation
employing the Employee or of its parent or subsidiary corporation, no Option
which is an Incentive Stock Option shall be exercisable after the expiration of
five years from the date such Option is granted.  No Option which is a
Non-Incentive Stock Option shall be exercisable after the expiration of ten
years from the date such Option is granted.  The Committee in its discretion
may provide that such Option shall be exercisable throughout the ten year
period or during any lesser period of time commencing on or after the date of
grant of such Option and ending upon or before the expiration of the ten year
period.

    D.  MAXIMUM VALUE OF STOCK SUBJECT TO OPTIONS WHICH ARE INCENTIVE STOCK
OPTIONS.  To the extent that the aggregate Fair Market Value (determined as of
the date the Option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee in any
calendar year (under this Plan and any other incentive stock option plan(s) of
the Company and any parent and subsidiary corporation) exceeds $100,000, the
Options shall be treated as Non-Incentive Stock Options.  In making this
determination, Options shall be taken into account in the order in which they
were granted.

    E.  AMOUNT EXERCISABLE.  The Committee, in its discretion, may fix the
terms of exercise of any Option so that any Option may be exercised so long as
it is valid and outstanding from time to time in part or as a whole in such
manner and subject to such conditions as it may set.  In addition, the
Committee, in its discretion, may accelerate the time in which any outstanding
Option may be exercised.  But in no event shall any Option be exercisable after
the tenth anniversary of the date of the grant.

    F.  EXERCISE OF OPTIONS.  An Optionee may exercise such optionee's Option
by delivering to the Company a written notice stating (i) that such optionee
wishes to exercise such Option on the date such notice is so delivered, (ii)
the number of shares of stock with respect to which the Option is to be
exercised and (iii) the address to which the certificate representing such
shares of stock should be mailed.  In order to be effective, such written
notice shall be accompanied by (i) payment of the Option Price of such shares
of stock and (ii) payment of an amount of money necessary to satisfy any
withholding tax liability that may result from the exercise of such Option.
Each such payment shall be made by check drawn on a national banking
association and payable to the order of the Company in United States dollars or
other check acceptable to the Committee.

    If, at the time of receipt by the Company of such written notice, (i) the
Company has unrestricted surplus in an amount not less than the Option Price of
such shares of stock, (ii) all accrued cumulative preferential dividends and
other current preferential dividends on all outstanding shares of preferred
stock of the Company have been fully paid, (iii) the acquisition by the Company
of its own shares of stock for the purpose of enabling such optionee to
exercise such Option is otherwise permitted by applicable law and without any
vote or consent of any stockholder of the Company, and (iv) there shall have
been adopted, and there shall be in full force and effect, a resolution of the
Board of Directors of the Company authorizing the acquisition by the Company of
its own shares of stock for such purpose, then such optionee may deliver to the
Company, in payment of the Option Price of the shares of stock with respect to
which such Option is exercised, (x) certificates registered in the name of such
optionee that represent a number of shares of stock legally and beneficially
owned by such optionee (free of all liens, claims and encumbrances of every
kind) and having a Fair Market Value on the date of receipt by the Company of
such written notice that is not greater than the Option Price of the shares of
stock with respect to which such Option is to be exercised, such certificates
to be accompanied by stock powers duly endorsed in blank by the record holder
of the shares of stock represented by such certificates, with the signature of
such record holder guaranteed by a national banking association (or, in lieu of
such certificates, other arrangements for the transfer of such shares to the
Company which are satisfactory to the Company) and (y) if the Option Price of
the shares of stock with respect to which such Options are to be exercised
exceeds such Fair Market Value, a check drawn on a national banking association
and payable to the order of the Company in an amount, in United States dollars,
equal to the amount of such excess plus the amount of money necessary to
satisfy any withholding tax liability that may result from the exercise of such
Option.  Notwithstanding the provisions of the immediately preceding sentence,
the Committee, in its sole discretion, may refuse to accept shares of stock in
payment of the Option Price of the shares of stock with respect to which such
Option is to be exercised and, in that event, any certificates representing
shares of stock that





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were received by the Company with such written notice shall be returned to such
optionee, together with notice by the Company to such optionee of the refusal
of the Committee to accept such shares of stock.  The Company may, at its
option and upon approval by the Board of Directors of the Company, retain
shares of Common Stock which would otherwise be issued upon exercise of an
Option to satisfy any withholding tax liability that may result from the
exercise of such Option, which shares shall be valued for such purpose at their
then Fair Market Value.  If, at the expiration of seven business days after the
delivery to such optionee of such written notice from the Company, such
optionee shall not have delivered to the Company a cashier's check drawn on a
national banking association and payable to the order of the Company in an
amount, in United States dollars, equal to the Option Price of the shares of
stock with respect to which such Option is to be exercised, such written notice
from the optionee to the Company shall be ineffective to exercise such Option.

    As promptly as practicable after the receipt by the Company of (i) such
written notice from the optionee, (ii) payment, in the form required by the
foregoing provisions of this Paragraph F, of the Option Price of the shares of
stock with respect to which such Option is to be exercised, and (iii) payment,
if required, in the form required by the foregoing provisions of this Paragraph
F, of an amount necessary to satisfy any withholding tax liability that may
result from the exercise of such Option, a certificate representing the number
of shares of stock with respect to which such Option has been so exercised,
reduced, to the extent applicable by the number of shares retained by the
Company to pay any required withholding tax, such certificate to be registered
in the name of such optionee, provided that such delivery shall be considered
to have been made when such certificate shall have been mailed, postage
prepaid, to such optionee at the address specified for such purpose in such
written notice from the optionee to the Company.

    G.  TRANSFERABILITY OF OPTIONS.  Options shall not be transferable by the
optionee except by will or under the laws of descent and distribution, and
shall be exercisable, during his lifetime, only by him.  Any attempted sale,
assignment, transfer, pledge or encumbrance of an Option in violation of this
Agreement shall be void and the Company shall not be bound thereby.

    H.  TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE.

    1.  Except as may be otherwise expressly provided in the Option Agreement
with respect to an Option that is a Non-Incentive Stock Option, all Options
shall terminate on the earlier of the date of the expiration of the Option or
one day less than three months after the date of severance, upon severance of
the employment relationship between the Company and the optionee, whether with
or without cause, for any reason other than the death, Disability or, in the
case of Non-Incentive Stock Options only, Retirement of the optionee, during
which period the optionee shall be entitled to exercise the Option in respect
of the number of shares that the optionee would have been entitled to purchase
had the optionee exercised the Option on the date of such severance of
employment.  Whether authorized leave of absence, or absence on military or
government service, shall constitute severance of the employment relationship
between the Company and the optionee for purposes of the Plan shall be
determined by the Committee at the time thereof.  In the event of severance
because of the Disability of the holder of any Incentive Stock Option while in
the employ of the Company and before the date of expiration of such Incentive
Stock Option, such Incentive Stock Option shall terminate on the earlier of
such date of expiration or one year following the date of such severance
because of Disability, during which period the optionee shall be entitled to
exercise the Incentive Stock Option in respect to the number of shares that the
optionee would have been entitled to purchase had the optionee exercised the
Incentive Stock Option on the date of such severance because of Disability.

    2.  In the event of the death of the holder of any Incentive Stock Option
while in the employ of the Company and before the date of expiration of such
Incentive Stock Option, such Incentive Stock Option shall terminate on the
earlier of such date of expiration or one year following the date of death.
After the death of the optionee, his executors, administrators or any person or
persons to whom his Incentive Stock Option may be transferred by will or by the
laws of descent and distribution, shall have the right, at any time prior to
the termination of an Incentive Stock Option to exercise the Incentive Stock
Option, in respect to the number of shares that the optionee would have been
entitled to exercise if he had exercised the Incentive Stock Option on the date
of his death while in employment.  For purposes of Incentive Stock Options
issued under this Plan, an employment relationship between





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the Company and the optionee shall be deemed to exist during any period in
which the optionee is employed by the Company, a corporation issuing or
assuming an option in a transaction to which Section 424(a) of the Code
applies, or a parent or subsidiary corporation of such corporation issuing or
assuming an option.  For this purpose, the phrase "corporation issuing or
assuming an option" shall be substituted for the word "Company" in the
definitions of parent and subsidiary corporations in Section 5 and the
parent-subsidiary relationship shall be determined at the time of the corporate
action described in Section 424(a) of the Code.

    3.  In the event of the death, Disability, or Retirement of a holder of a
Non-Incentive Stock Option, before the date of expiration of such Non-Incentive
Stock Option, such Non-Incentive Stock Option shall continue fully in effect,
including provisions providing for subsequent vesting of such Option, and shall
terminate on the date of expiration of the Non-Incentive Stock Option.  After
the death of the optionee, his executors, administrators or any person or
persons to whom his Non-Incentive Stock Option may be transferred by will or by
the laws of descent and distribution, shall have the right, at any time prior
to the termination of the Non-Incentive Stock Option to exercise the
Non-Incentive Stock Option, in respect to the number of shares that the
optionee would have been entitled to exercise if he were still alive.
Notwithstanding the foregoing provisions of this Section, in the case of a
Non-Incentive Stock Option the Committee may provide for a different option
termination date in the Option Agreement with respect to such Option.

    I.  NO RIGHTS AS STOCKHOLDER.  No optionee shall have rights as a
stockholder with respect to shares covered by his Option until the date a stock
certificate is issued for the shares.  Except as provided in the following
provisions of this Section 7, no adjustment for dividends, or other matters
shall be made if the record date is prior to the date the certificate is
issued.

    J.  CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.  The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

    If the Company shall effect a subdivision or consolidation of shares or
other capital adjustment of, or the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock without receiving
consideration therefor in money, services, or property, or the reclassification
of its Common Stock, in whole or in part, into other equity securities of the
Company, then (a) the number, class and per share price of shares of stock
subject to outstanding Options hereunder shall be appropriately adjusted (or in
the case of the issuance of equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Options shall extend to such other
securities) in such a manner as to entitle an optionee to receive, upon
exercise of an Option, for the same aggregate cash compensation, the same total
number and class or classes of shares (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) he would
have held after such adjustment if he had exercised his Option in full
immediately prior to the event requiring the adjustment, or, if applicable, the
record date for determining stockholders to be affected by such adjustment; and
(b) the number and class of shares then reserved for issuance under the Plan
(or in the case of a dividend of, or reclassification into, other equity
securities, such other securities) shall be adjusted by substituting for the
total number and class of shares of stock then received, the number and class
or classes of shares of stock (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) that
would have been received by the owner of an equal number of outstanding shares
of Common Stock as the result of the event requiring the adjustment.
Comparable rights shall accrue to each optionee in the event of successive
subdivisions, consolidations, capital adjustment, dividends or
reclassifications of the character described above.

    If the Company shall distribute to all holders of its shares of Common
Stock (including any such distribution made to non-dissenting stockholders in
connection with a consolidation or merger in which the Company is the





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surviving corporation and in which holders of shares of Common Stock continue
to hold shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) $.10 per share of Common Stock and (b) two times the aggregate
amount of dividends per share paid during the preceding calendar year and
dividends or distributions payable in shares of Common Stock or other equity
securities of the Company described in the immediately preceding paragraph),
then in each case the Option Price shall be adjusted by reducing the Option
Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by the Fair Market Value, as
determined in good faith by the Board of Directors of the Company (whose
determination shall be described in a statement filed in the Company's
corporate records and be available for inspection by any holder of an Option)
of the portion of the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock; provided that in no event
shall the Option Price be less than the par value of a share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of the distribution retroactive to the record date
for the determination of the stockholders entitled to receive such
distribution.  Comparable adjustments shall be made in the event of successive
distributions of the character described above.

    After the Company shall make a tender offer for, or grant to all of its
holders of its shares of Common Stock the right to require the Company to
acquire from such stockholders shares of, Common Stock, at a price in excess of
the Current Market Price (a "Put Right") or the Company shall grant to all of
its holders of its shares of Common Stock the right to acquire shares of Common
Stock for less than the Current Market Price (a "Purchase Right") then, in the
case of a Put Right, the Option Price shall be adjusted by multiplying the
Option Price in effect immediately prior to the record date for the
determination of stockholders entitled to receive such Put Right by a fraction,
the numerator of which shall be the number of shares of Common Stock then
outstanding minus the number of shares of Common Stock which could be purchased
at the Current Market Price for the aggregate amount which would be paid if all
Put Rights are exercised and the denominator of which is the number of shares
of Common Stock which would be outstanding if all Put Rights are exercised;
and, in the case of a Purchase Right, the Option Price shall be adjusted by
multiplying the Option Price in effect immediately prior to the record date for
the determination of the stockholders entitled to receive such Purchase Right
by a fraction, the numerator of which shall be the number of shares of Common
Stock then outstanding plus the number of shares of Common Stock which could be
purchased at the Current Market Price for the aggregate amount which would be
paid if all Purchase Rights are exercised and the denominator of which is the
number of shares of Common Stock which would be outstanding if all Purchase
Rights are exercised.  In addition, the number of shares subject to the Option
shall be increased by multiplying the number of shares then subject to the
Option by a fraction which is the inverse of the fraction used to adjust the
Option Price.  Notwithstanding the foregoing if any such Put Rights or Purchase
Rights shall terminate without being exercised, the Option Price and number of
shares subject to Option shall be appropriately readjusted to reflect the
Option Price and number of shares subject to the Option which would have been
in effect if such unexercised Rights had never existed.  Comparable adjustments
shall be made in the event of successive transactions of the character
described above.

    After the merger of one or more corporations into the Company, after any
consolidation of the Company and one or more corporations, or after any other
corporate transaction described in Section 424(a) of the Internal Revenue Code
of 1986, as amended (the "Code") in which the Company shall be the surviving
corporation, each optionee, at no additional cost, shall be entitled to
receive, upon any exercise of his Option, in lieu of the number of shares as to
which the Option shall then be so exercised, the number and class of shares of
stock or other equity securities to which the optionee would have been entitled
pursuant to the terms of the agreement of merger or consolidation if at the
time of such merger or consolidation such optionee had been a holder of a
number of shares of Common Stock equal to the number of shares as to which the
Option shall then be so exercised and, if as a result of such merger,
consolidation or other transaction, the holders of Common Stock are not
entitled to receive any shares of Common Stock pursuant to the terms thereof,
each optionee, at no additional cost, shall be entitled to receive, upon
exercise of his Option, such other assets and property, including cash, to
which he would have been entitled if at the time of such merger, consolidation
or other transaction he had been the holder of the number of shares of Common
Stock equal to the number of shares as to which the Option shall then be so
exercised.





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Comparable rights shall accrue to each optionee in the event of successive
mergers or consolidations of the character described above.

    After a merger of the Company into one or more corporations, after any
consolidation of the Company and any one or more corporations, or after any
other corporate transaction described in Section 424(a) of the Code in which
the Company is not the surviving corporation, each optionee shall, at no
additional cost, be entitled at the option of the surviving corporation, (i) to
have his then existing Option assumed or to have a new option substituted for
the existing Option by the surviving corporation to the transaction which is
then employing him, or a parent or subsidiary of such corporation, on a basis
where the excess of the aggregate Fair Market Value of the shares subject to
the option immediately after the substitution or assumption over the aggregate
option price of such option is equal to the excess of the aggregate Fair Market
Value of all shares subject to the option immediately before such substitution
or assumption over the aggregate option price of such shares, provided that the
shares subject to the new option must be traded on the New York Stock Exchange
or the American Stock Exchange or quoted on the NASDAQ, or (ii) to receive upon
any exercise of his Option, in lieu of the number of shares as to which the
Option shall then be so exercised, the securities, property and other assets,
including cash, to which the Optionee would have been entitled pursuant to the
terms of the agreement of merger or consolidation or the agreement giving rise
to the other corporate transaction if at the time of such merger, consolidation
or other transaction such optionee had been the holder of the number of shares
of Common Stock equal to the number of shares as to which the Option shall then
be so exercised.

    If a corporate transaction described in Section 424(a) of the Code which
involves the Company is to take place and there is to be no surviving
corporation while an Option remains in whole or in part unexercised, it shall
be cancelled by the Board of Directors as of the effective date of any such
corporate transaction but before the date each optionee shall be provided with
a notice of such cancellation and each optionee shall have the right to
exercise such Option in full (without regard to any limitations set forth in or
imposed pursuant to Paragraph 9 of the Plan) to the extent it is then still
unexercised during a 30-day period preceding the effective date of such
corporate transaction.

    For purposes of this Paragraph J, "Current Market Price per share of Common
Stock" shall mean the closing price of a share of Common Stock on the principal
national securities exchange on which the Common Stock is listed or, if the
Common Stock is not so listed, the average bid and asked price of a share of
Common Stock as reported in the NASDAQ System, in each case on the trading day
immediately preceding the first trading day on which, as a result of the
establishment of a record date or otherwise, the trading price reflects that an
acquiror of Common Stock in the public market will not participate in or
receive the payment of any applicable dividend or distribution.

    Except a hereinbefore expressly provided, the issue by the Company of
shares of Common Stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock then subject to outstanding Options.

    K.  SUBSTITUTION OPTIONS.  Options may be granted under this Plan from time
to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose
employer is about to become a parent or subsidiary corporation, conditioned in
the case of an incentive stock option upon the employee becoming an employee as
the result of a merger or consolidation of the Company with another
corporation, or the acquisition by the Company of substantially all the assets
of another corporation, or the acquisition by the Company of at least 50% of
the issued and outstanding stock of another corporation as the result of which
it becomes a subsidiary of the Company.  The terms and conditions of the
substitute Options granted may vary from the terms and conditions of this Plan
to the extent the Board at the time of grant may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted.





                                      B-8
<PAGE>   9
But with respect to stock options which are incentive stock options, no
variation shall be made which will affect the status of any substitute option
as an "incentive stock option" under Section 422 of the Code.

    L.  ACCELERATION AND CANCELLATION OF OPTION IN CONTEMPLATION OF CHANGE IN
CONTROL.  Notwithstanding the provisions of this Section 7, the Committee shall
have the power, in the event of a disposition of all or substantially all of
the assets of the Company, or the dissolution of the Company, or any merger or
consolidation of the Company with or into any other Company, or the merger or
consolidation of any other entity into the Company, or the making of a tender
offer to purchase 30% or more of the outstanding shares of Common Stock, to
amend all outstanding Options (upon such conditions as it shall deem
appropriate) to (i) permit the exercise of Options prior to the effective date
of the transaction and to terminate all unexercised Options as of such date or
(ii) require the forfeiture of all Options, provided the Company pays to each
Optionee the excess of the Fair Market Value of the Stock subject to the Option
over the exercise price of the Option, or (iii) make any other provision with
respect to the Options that the Committee deems appropriate and equitable.

    SECTION 8.  REQUIREMENTS OF LAW

    The Company shall not be required to sell, issue or deliver any shares of
Common Stock under any Award if such sale, issuance or delivery shall
constitute a violation by the Award recipient or the Company of any provisions
of any law or regulation of any governmental authority.  Each Award granted
under this Plan shall be subject to the requirements that, if at any time the
Board or the Committee shall determine that the listing, registration or
qualification of the shares upon any securities exchange or under any state or
federal law of the United States or of any other country or governmental
subdivision, or the consent or approval of any governmental regulatory body, or
investment or other representations, are necessary or desirable in connection
with the issue, or purchase or delivery of shares subject to an Award, that
Award shall not be exercised in whole or in part and no shares shall be
delivered pursuant to an Award unless the listing, registration, qualification,
consent, approval or representations shall have been effected or obtained free
of any conditions not acceptable to the Committee.  Any determination in this
connection by the Committee shall be final.  In the event the shares issuable
or deliverable on exercise or vesting of an Award are not registered under the
Securities Act of 1933, the Company may imprint on the certificate for those
shares the following legend or any other legend which counsel for the Company
considers necessary or advisable to comply with the Securities Act of 1933:

    "The shares of stock represented by this certificate have not been
    registered under the Securities Act of 1933 or under the securities laws of
    any state and may not be sold or transferred except upon registration or
    upon receipt by the Corporation of an opinion of counsel satisfactory to
    the Corporation, in form and substance satisfactory to the Corporation,
    that registration is not required for a sale or transfer."

The Company may, but shall in no event be obligated to, register any securities
covered by this Plan under the Securities Act of 1933 (as now in effect or as
later amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing those shares.  The Company shall
not be obligated to take any other affirmative action in order to cause the
exercise of an Award or the issuance or delivery of shares under the Award to
comply with any law or regulation or any governmental authority.

    SECTION 9.  EMPLOYMENT OBLIGATION

    The granting of any Award shall not impose upon the Company any obligation
to employ or continue to employ any Award recipient.  The right of the Company
to terminate the employment of any officer or other Employee shall not be
diminished or affected by reason of the fact that an Award has been granted to
him.

    SECTION 10.  FORFEITURE FOR CAUSE

    Notwithstanding any other provision of this Plan, if the Committee finds by
a majority vote, that the Award recipient, before or after termination of his
employment with the Company (a) committed a fraud, embezzlement, theft, felony
or act of dishonesty in the course of his employment by the Company which
conduct damaged the





                                      B-9
<PAGE>   10
Company or (b) disclosed trade secrets of the Company, then any outstanding
options which have not been exercised by the individual and any Awards which
have not yet vested will be forfeited.  The decision of the Committee as to the
cause of an Award recipient's discharge, the damage done to the Company and the
extent of the individual's competitive activity will be final.  No decision of
the Committee, however, will affect the finality of the discharge of the
individual by the Company.

    SECTION 11.  AMENDMENT OR TERMINATION OF PLAN

    The Board may modify, revise or terminate this Plan at any time and from
time to time.  However, without the further Company stockholder approval by a
majority of the votes cast at a duly held stockholders' meeting at which a
quorum representing a majority of all outstanding voting stock (or if the
provisions of the corporate charter, bylaws or applicable state law prescribe a
greater degree of stockholder approval for this action, without the degree of
stockholder approval thus required) is, either in person or by proxy, present
and voting on the issue, the Board may not (a) increase the aggregate number of
shares that may be subject to Awards pursuant to the provisions of this Plan;
(b) materially increase the benefits accruing to participants under this Plan
or (c) materially modify the requirements as to eligibility for participation
in this Plan unless, in each such case, the Board of Directors of the Company
shall have obtained an opinion of legal counsel to the effect that stockholder
approval of the amendment is not required (i) by law, (ii) by the applicable
rules and regulations of, or any agreement with, any national securities
exchange that the Common Stock is then listed on or if the Common Stock is not
so listed, the rules and regulations, or any agreement with, the National
Association of Securities Dealers, Inc., and (iii) in order to make available
to the optionee with respect to any option granted under the Plan, the benefits
of Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of
1934, or any similar or successor rule.

    SECTION 12.  WRITTEN AGREEMENT

     Each Award granted under this Plan shall be embodied in a written
Agreement, which shall be subject to the terms and conditions prescribed above,
and shall be signed by the recipient and by the appropriate officer of the
Company for and in the name and on behalf of the Company.  Each Agreement shall
contain any other provisions consistent with this Plan that the Committee in
its discretion shall deem advisable.

    SECTION 13.  INDEMNIFICATION OF THE COMMITTEE

    The Company shall indemnify each present and future member of the Committee
against, and each member of the Committee shall be entitled without further act
on his part to indemnity from the Company for, all expenses (including the
amount of judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by him in connection with or arising out of any
action, suit or proceeding in which he may be involved by reason of his being
or having been a member of the Committee, whether or not he continues to be
such member of the Committee at the time of incurring such expenses; provided,
however, that such indemnity shall not include any expenses incurred by any
such member of the Committee (a) in respect of matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his duty as such
member of the Committee, or (b) in respect of any matter in which any
settlement is effected, to an amount in excess of the amount approved by the
Company on the advice of its legal counsel; and provided further, that no right
of indemnification under the provisions set forth herein shall be available to
or enforceable by any such member of the Committee unless, within sixty (60)
days after institution of any such action, suit or proceeding, he  shall have
offered the Company, in writing, the opportunity to handle and defend the same
at its own expense.  The foregoing right of indemnification shall inure to the
benefit of the heirs, executors or administrators of each such member of the
Committee and shall be in addition to all other rights to which such member of
the Committee may be entitled to as a matter of law, contract or otherwise.
Nothing in this Section shall be construed to limit or otherwise affect any
right to indemnification or payment of expense, or any provisions limiting the
liability of any officer or director of the Company or any member of the
Committee, provided by law, the Certificate of Incorporation of the Company or
otherwise.





                                      B-10
<PAGE>   11
    SECTION 14.  AWARD GRANT TERMINATION.

    No Awards shall be granted pursuant to this Plan after December 18, 2005.





                                      B-11