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                                                                  EXHIBIT 10.1.3



                                  ROBERDS, INC.

                        AMENDED 1993 STOCK INCENTIVE PLAN

                                 April 30, 1999




1.  PURPOSE. The purpose of this 1993 Stock Incentive Plan (the "Plan") is to
advance the interests of Roberds, Inc. ("the Company") and its shareholders by
offering to those employees of the Company and its subsidiaries who will be
responsible for the long-term growth of the Company's earnings the opportunity
to acquire or increase their equity interests in the Company or to enjoy
performance-based stock and/or cash incentives, thereby achieving a greater
commonality of interest between shareholders and employees, enhancing the
Company's ability to retain and attract highly qualified employees and providing
an additional incentive to such employees to achieve the Company's long-term
business plans and objectives.


2.  AWARD OPPORTUNITIES. Awards under the Plan may be granted in the form of (a)
incentive stock options as provided in Section 412 of the Internal Revenue Code
of 1986, as amended (the "Code"), (b) nonqualified stock options, (c) shares of
common stock of the Company which are restricted and must be purchased by the
employee ("Restricted Stock"), (d) stock appreciation rights ("SARs"), (e)
limited stock appreciation rights ("LSARs"), (f) performance units, or (g) stock
units (all of which shall hereinafter be collectively referred to as "Awards").

         Incentive and non-qualified stock options shall hereinafter be referred
to individually as an "option" and collectively as "Options" in this Plan.


3.       ADMINISTRATION.

         (A)  COMMITTEE. The Plan shall be administered by the Company's Board
         of Directors (the "Board") or by a committee (the "Committee") of the
         Board, as determined from time to time by the Board. The Committee
         shall consist of no fewer than three directors of the Company who
         shall be appointed, from time to time, by the Board. At any time that
         the Company has a class of equity securities registered under Section
         12 of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), only directors who, at the time of service, qualify as
         "non-employee directors" within the meaning of Rule 16b-3 or its
         successor under the Exchange Act shall be members of the Committee.
         All references in this Plan to the Board shall be understood to refer
         either to the full Board or to the Committee, to the extent
         administration of the Plan has been delegated by the Board to the
         Committee.

         (B)  AUTHORITY. The Board, or the Committee, to the extent the Board
         has delegated such authority to the Committee, shall have full and
         final authority with respect to the Plan (i) to interpret all
         provisions of the Plan consistent with law; (ii) to determine the
         employees who will receive Awards; (iii) to determine the frequency of
         grant of Awards; (iv) to determine the number and type of Options to
         be granted to each employee and the price at which they may be
         exercised; (v) to determine the number of shares of Restricted Stock
         to be granted to each employee and the purchase price of such shares;
         (vi) to specify the number of shares subject to each Option; (vii) to
         prescribe the form and terms of instruments evidencing any Award
         granted under the Plan; (viii) to determine when Options or SARs may
         be exercised or; (ix) to determine the term of the

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         restricted period and other conditions applicable to Restricted Stock;
         (x) to adopt, amend and rescind general and special rules and
         regulations for the Plan's administration; and (xi) to make all other
         determinations necessary or advisable for the administration of the
         Plan. The Board may, with the consent of the person or persons who has
         been granted an Award under the Plan, amend the instrument regarding
         such Award consistent with the provisions of the Plan.

         (C)  INDEMNIFICATION. No member of the Board or the Committee shall be
         liable for any action taken or determination made in good faith. The
         members of the Board and the Committee shall be indemnified by the
         Company for any acts or omissions in connection with the Plan to the
         full extent permitted by Ohio and Federal law.


4.  ELIGIBILITY. Participation in the Plan shall be determined by the Board and
shall be limited to employees of the Company and its subsidiaries.


5.  STOCK SUBJECT TO PLAN. Subject to adjustments as provided in Section 12(A)
hereof, the aggregate number of shares of common stock, without par value, of
the Company ("Shares") as to which Awards may be granted under the Plan shall
not exceed 3,000,000 Shares. Such Shares may be authorized but unissued Shares
or treasury Shares.

         The Board shall maintain records showing the cumulative total of all
Shares subject to Options outstanding, the number of Shares purchased as
Restricted Stock and their applicable restricted period under this Plan and the
number of Shares delivered in settlement of any other Award under the Plan.

         If an Option granted hereunder shall expire or terminate for any reason
without having been fully exercised or if any Shares of Restricted Stock granted
under this Plan is forfeited to the Company or if any Shares to be issued
pursuant to an Award are not issued for any reason, then the Shares covered by
the unexercised portion of such Option, the forfeited Restricted Stock Shares
and the Shares not issued upon settlement of an Award shall be available for the
purposes of this Plan. In addition, any Shares which are used as full or partial
payment by a Participant of the exercise price upon exercise of an Option shall
be available for Awards under the Plan as shall any Shares which are withheld in
payment of tax withholding obligations of a Participant (as provided in Section
12 (F)).


6.       OPTIONS.

         (A)  ALLOTMENT OF SHARES. The Board may, in its sole discretion and
         subject to the provisions of the Plan, grant to eligible employees at
         such times as it deems appropriate following adoption of the Plan by
         the Board, Options to purchase Shares, subject to approval of the Plan
         by the Company Shareholders.

                  Options may be allotted to participants in such amounts,
         subject to the limitations specified in this Section, as the Board, in
         its sole discretion, may from time to time determine.

         (B)  OPTION PRICE. The price per Share at which each non-qualified or
         incentive stock option granted under the Plan may be exercised shall
         not, as to any particular option, be less than one hundred percent
         (100%) of the fair market value of a Share at the time such option is
         granted. In the case of a participant who owns stock representing more
         than ten percent (10%) of the total combined voting power of all
         classes of stock of the Company or of its parent or any subsidiary (as
         determined under Section 425(d) of the Code) at the time the incentive
         stock Option is granted, the Option price shall not be less than 110%
         of the fair market value of the Shares at the time the incentive stock
         option is granted. The foregoing rule shall not apply to a nonqualified
         stock option.


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                  For purposes of Options granted hereunder, "fair market value"
         of a Share shall mean the average of the high and low prices reported
         in the consolidated reporting system (for exchange traded securities
         and last sale reported over-the-counter securities) or the average of
         the bid and asked prices (for other over-the-counter securities), on
         the date the Option is granted, or, if no such prices are available,
         the fair market value on such date of a Share as the Board shall
         determine. Unless another date is specified by the Board, the date on
         which the Board approves the granting of an Option shall be deemed the
         date on which the Option is granted.

         (C)  OPTION PERIOD. An Option granted under the Plan shall terminate,
         and the right of the participant (or the participant's estate, personal
         representative, or beneficiary) to purchase Shares upon exercise of the
         Option shall expire, on the date determined by the Board at the time
         the Option is granted (the "Termination Date"). No incentive stock
         option shall be exercisable more than ten (10) years after the date on
         which it was granted, and no nonqualified stock option shall be
         exercisable more than ten (10) years and one (1) day after the date on
         which it was granted. In the case of a participant who owns stock
         representing more than ten percent (10%) of the total combined voting
         power of all classes of the Company's stock, no incentive stock option
         shall be exercisable more than five (5) years after the date on which
         it is granted.

         (D)  EXERCISE OF OPTIONS.

                  (1)        By a Participant During Continuous Employment.

                             Unless otherwise determined by the Board at the
                             time of grant, an Option will be exercisable in
                             four (4) equal annual installments commencing on
                             the first anniversary of the date the Option was
                             granted and within the guidelines established by
                             Section 6(F) applicable to incentive stock options.
                             In its discretion, the Board may at any time
                             accelerate the exercisability of an Option. During
                             the lifetime of a participant to whom an Option is
                             granted, the Option may be exercised only by the
                             participant or by the participant's
                             attorney-in-fact or legal guardian as hereinafter
                             provided (unless such exercise would disqualify an
                             Option as an incentive stock option).

                             A participant who has been continuously employed by
                  the Company or a subsidiary since the date of Option grant is
                  eligible to exercise all Options which are then exercisable up
                  to the Termination Date of such Options and within the
                  guidelines established by Section (F). The Board will decide
                  in each case, subject to the limitations set forth in Section
                  422 of the Code applicable to incentive stock options, to what
                  extent leaves of absence for government or military service,
                  illness, temporary disability, or other reasons shall not for
                  this purpose be deemed interruptions of continuous employment.

                  (2)        By a Former Employee.

                             A participant who terminates employment with the
                  Company and its subsidiaries for reasons other than
                  retirement, permanent and total disability or death, must
                  exercise all Options previously awarded on or prior to the
                  date of his termination of employment (but no later than the
                  Termination Date of the Options). The exercise of such Options
                  must be within the guidelines established by Section 6(F). An
                  Option may be exercised on or prior to the date of such
                  termination of employment only for the number of Shares for
                  which it could have been exercised at the time the participant
                  terminated employment with the Company and its subsidiaries.
                  The failure to exercise all Options by a participant on or
                  prior to the date of his termination of employment will result
                  in the forfeiture of all unexercised Options.

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                  (3)      In Case of Retirement.

                           Upon retirement (as hereafter defined), the
                  non-qualified stock options of a participant must be exercised
                  within three (3) years of such retirement and the incentive
                  stock Options must be exercised within three (3) months of
                  such retirement and within the guidelines established by
                  Section 6(F) (but no later than the Termination Date of such
                  Option). For purposes of the Plan, "retirement" shall mean
                  that the participant on the date of termination of employment
                  has attained age 60 with 10 years of continuous employment
                  with the Company and its subsidiaries. If the participant
                  should die within the three (3) year or three (3) month period
                  following retirement, as applicable, the provisions contained
                  in Section 6(D), Paragraph 5 hereof shall apply. The
                  exercisability of all Options granted to such a Participant
                  shall be accelerated and the Options shall become immediately
                  exercisable without regard to the number of Shares for which
                  it otherwise could have been exercised on the date of
                  retirement.

                  (4)      In Case of Permanent and Total Disability.

                           If a participant who was granted an Option terminates
                  employment with the Company and its subsidiaries because of
                  permanent and total disability and is eligible for benefits
                  under the Company disability plan, or successor plan, upon
                  termination of employment, all non-qualified stock Options
                  previously awarded must be exercised within three (3) years of
                  such termination of employment and all incentive stock Options
                  must be exercised within one (1) year of such termination of
                  employment subject to the guidelines established by Section 6
                  (F) (but no later than the Termination Date of such Option).
                  If the participant should die during such three (3) year or
                  one (1) year period, as applicable, the provisions contained
                  in Section 6(D), Paragraph 5 hereof shall apply. The
                  exercisability of all Options granted to such a Participant
                  shall be accelerated and the Options shall become immediately
                  exercisable without regard to the number of Shares for which
                  it could otherwise have been exercised on the date of
                  termination of employment.

                  (5)      In Case of Death.

                           If a participant who was granted an Option dies while
                  employed by the Company or a subsidiary, or during the three
                  (3) year or three (3) month period following retirement or
                  during the three (3) year or one (1) year period following
                  termination of employment due to permanent and total
                  disability, as applicable, all Options previously awarded must
                  be exercised no later than the Termination Date of such Option
                  by the participant's estate, or by a person who acquired the
                  right to exercise the Option by bequest or inheritance and
                  within the guidelines established by Section 6(F). The
                  exercisability of all Options granted to such a Participant
                  shall be accelerated and the Options shall become immediately
                  exercisable without regard to the number of Shares for which
                  it otherwise could have been exercised on the date of death.

                  (6)      Termination of Options.

                           An Option granted under the Plan shall be considered
                  terminated in whole or in part, to the extent that, in
                  accordance with the provisions of the Plan, it can no longer
                  be exercised for Shares originally subject to the Option.

         (E)      MANNER OF EXERCISE AND PAYMENT.

                  (1)      Exercise

                           Each option granted under this Plan shall be deemed
                  exercised to the extent that the participant shall deliver to
                  the Company written notice of the number of full Shares with
                  respect to which


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                  the Option is being exercised. The participant shall at the
                  same time tender to the Company payment in full for the
                  Shares for which the Option is exercised, which may be in
                  cash or, subject to Section 6(E), Paragraph 2 hereof, in
                  previously issued Shares or partly in cash and partly in
                  Shares, and shall comply with such other reasonable
                  requirements as the Board may establish, pursuant to Section
                  12(D) of the Plan. These provisions shall not preclude
                  exercise of an Option, or payment for Shares, by any other
                  proper legal method specifically approved by the Board.

                           No person, estate or other entity shall have any of
                  the rights of a shareholder with reference to Shares subject
                  to an Option until a certificate for the Shares has been
                  delivered.

                           An Option granted under this Plan may be exercised
                  for any lesser number of whole Shares than the full amount for
                  which it could then be exercised, provided, however, that the
                  Board may require, in the agreement evidencing an Option, any
                  partial exercise to be with respect to a specified minimum
                  number of Shares. Such a partial exercise of an Option shall
                  not affect the right to exercise the Option from time to time
                  in accordance with the Plan for the remaining Shares subject
                  to the Option.

                  (2)      Payment in Shares

                           The value of Shares delivered for payment of the
                  exercise price shall be the fair market value of the Shares
                  determined as provided in Section 6(B) on the date the Option
                  is exercised. If certificates representing Shares are used to
                  pay all or part of the exercise price of an Option, separate
                  certificates shall be delivered to the Company representing
                  the number of Shares so used, and an additional certificate or
                  certificates shall be delivered representing the additional
                  Shares to which the Option holder is entitled as a result of
                  exercise of the Option. Notwithstanding the foregoing and the
                  provisions of Section 6(E), paragraph (1), the Board, in its
                  sole discretion, may refuse to accept Shares delivered for
                  payment of the exercise price, in which event any certificates
                  representing Shares that were actually received by the Company
                  with the written notice of exercise shall be returned to the
                  person exercising such Option together with notice by the
                  Company of the refusal of the Company to accept such Shares.

                           In the event Shares are delivered for payment of the
                  option price as herein provided, then, at the discretion of
                  the Board, the participant may be granted an Option to
                  purchase a number of Shares equal to the number of Shares
                  delivered in payment of the exercise price, with an exercise
                  price equal to the current fair market value of such Shares,
                  and with a term of such Option extending to the expiration
                  date of the Option which was exercised with respect to which
                  Shares were delivered as payment of all or a portion of the
                  exercise price.

                  (3)      Loans

                           The Company may make loans to such holders of Options
                  as the Board, in its discretion, may determine (including a
                  holder who is a director or officer of the Company) in
                  connection with the exercise of Options granted under the
                  Plan; provided, however, that the Board shall not authorize
                  the making of any loan where the possession of such discretion
                  or the making of such a loan would result in a "modification"
                  (as defined in Section 425 of the Code) of any incentive stock
                  option. Such loans shall be subject to the following terms and
                  conditions and such other terms and conditions as the Board
                  shall determine at the time the loan is made which are not
                  inconsistent with the Plan. Such loans shall bear interest at
                  such rates as the Board shall determine from time to time,
                  which rates shall be the then current market rates. In no
                  event may any such loan exceed the fair market value, at the
                  date of exercise, of the Shares covered by the Option, or
                  portion thereof, exercised by the holder. No loan shall have
                  an initial term exceeding five years, but any such loan may be
                  renewable at the discretion of the Board. At the time a loan
                  is made, Shares having a fair market value at least equal to



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                  the principal amount of the loan shall be pledged by the
                  holder to the Company as security for payment of the unpaid
                  balance of the loan. Every loan shall comply with all
                  applicable laws, regulations and rules of the Board of
                  Governors of the Federal Reserve System and any other
                  governmental agency having jurisdiction.

                  (4)      Award of Cash or Shares in Lieu of Exercise

                           The Board may elect, in lieu of accepting payment of
                  the option price and delivering any or all Shares as to which
                  an Option has been exercised, to pay the holder of such Option
                  an amount in cash or Shares, or a combination of cash and
                  Shares, equal to the amount by which the fair market value
                  (determined as provided in Section 6(B)) on the date of
                  exercise of the Shares as to which such Option has been
                  exercised exceeds the option price that would otherwise be
                  payable by the holder of such Option for such Shares. The
                  Board may also permit a Participant to simultaneously exercise
                  an Option and sell the Shares acquired upon exercise, pursuant
                  to a brokerage arrangement, approved in advance by the Board,
                  and use the proceeds from such a sale as payment of the option
                  price of such Shares.

                  (5)      Persons Subject to Section 16 of the Exchange Act

                           Participants who are subject to Section 16 of the
                  Exchange Act are hereby advised that reliance on Rule 16b-3
                  may require that any equity security of the Company acquired
                  upon exercise of an option by such person be held at least
                  until the date six months after the date of grant of the
                  option.

         (F)  LIMITATIONS ON EXERCISE. In the case of Options intended to be
         incentive stock options, the aggregate fair market value, determined as
         of the date of grant, of the Shares as to which such Options are
         exercisable for the first time by a participant shall be limited to
         $100,000 per calendar year.

                  Non-qualified stock options may be exercised by a participant
         without regard to the foregoing limitation.


7.       STOCK APPRECIATION RIGHTS.

         (A)  GRANTING OF STOCK APPRECIATION RIGHTS. The Board may, in its sole
         discretion and subject to the provisions of the Plan, grant to eligible
         employees at such times as it deems appropriate following adoption of
         the Plan by the Board, Stock Appreciation Rights, subject to approval
         of the Plan by the Company Shareholders.

         (B)  STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is a right
         to receive the following amount of appreciation -- an amount equal to
         the excess of the fair market value of a Share on the exercise date
         over the fair market value of a Share on the date of grant of the Stock
         Appreciation Right, multiplied by the number of Shares with respect to
         which the Stock Appreciation Right shall have been exercised.

         (C)  TERMS OF GRANTS. A Stock Appreciation Right may be granted in
         tandem with, in addition to or completely independent of an Option or
         any other Award under the Plan.

         (D)  MANNER OF EXERCISE. A Stock Appreciation Right may be exercised by
         a Participant in accordance with procedures established by the Board,
         and a Stock Appreciation Right shall be exercisable as provided by the
         Board on the date of grant. The Board may also provide that a Stock
         Appreciation Right shall be automatically exercised on one or more
         specified dates. Notwithstanding the foregoing, all Stock Appreciation
         Rights shall be automatically exercised as of the end of the month in
         which the participant's employment terminates due to death, permanent
         and total disability or retirement.

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         (E)  FORM OF PAYMENT. Payment upon exercise of a Stock Appreciation
         Right may be made in cash or in Shares, or any combination thereof, as
         the Board shall determine; provided, however, that any Stock
         Appreciation Right exercised upon or subsequent to the occurrence of a
         Change of Control (as defined in Section 12(B)) shall be paid in cash.

         (F)  PERSONS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT. Participants
         who are subject to Section 16 of the Exchange Act are hereby advised
         that, unless the date of exercise of a Stock Appreciation Right is
         automatic or fixed in advance under this Plan and is outside the
         control of the Participant, reliance on Rule 16b-3 with respect to cash
         settlements of Stock Appreciation Rights requires that (1) the Company
         on a regular basis publicly releases for publication quarterly and
         annual summary statements of sales and earnings and (2) exercises of
         Stock Appreciation Rights resulting in full or partial cash settlements
         must occur only during the period beginning with the third business day
         and ending on the twelfth business day following release of such
         information.


8.       LIMITED STOCK APPRECIATION RIGHTS

         (A)  GRANTING OF LIMITED STOCK APPRECIATION RIGHTS. The Board may, in
         its sole discretion and subject to the provisions of the Plan, grant to
         officers at such times as it deems appropriate following adoption of
         the Plan by the Board, subject to approval of the Plan by the Company
         Shareholders, rights to receive cash to Officers who are Option holders
         equal to the fair market value of a Share of stock on the exercise date
         over the exercise price of the related option ("Limited Stock
         Appreciation Rights") which rights, however, are conditioned upon and
         may be exercised only if each of the following three conditions are
         satisfied:

                  (1)      The Company has equity securities registered under
                           the Exchange Act;

                  (2)      The option holder is an Officer subject to Section
                           16(b) of the Exchange Act; and

                  (3)      There has been an event of Change of Control as
                           defined in Section 12(B).

                  Such Limited Stock Appreciation Rights shall be evidenced by
         agreements in such form and containing such additional terms not
         inconsistent with the Plan as the Board shall from time to time
         approve.

         (B)  TERMS OF GRANTS. Each Limited Stock Appreciation Right shall
         relate to a specific Option under the Plan. The number of Limited
         Stock Appreciation Rights granted to a Participant shall be no more
         than the number of Shares that the Participant is entitled to receive
         pursuant to the related Option. The number of Limited Stock
         Appreciation Rights held by a Participant shall be reduced by:

                           (i)  the number of Limited Stock Appreciation Rights
                           exercised for cash under the Stock Appreciation
                           Rights agreement; and

                           (ii)  the number of Shares of stock purchased by such
                           participant pursuant to the related Option.

         (C)  MANNER OF EXERCISE. In no event shall a Limited Stock Appreciation
         Right be exercisable within the first six (6) months after the date of
         the grant. If an event of Change of Control occurs and is outside the
         control of the Participant, all Limited Stock Appreciation Rights held
         by such Participant (other than any Limited Stock Appreciation Rights
         granted within the prior six months or in response to the event of
         Change of Control) shall be automatically exercised as of the date of
         the Change of Control without any election by the Participant.
         Determination of whether the Change of Control is within the control of
         the Participant shall be


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         made based upon the interpretations by the Securities and Exchange
         Commission or its staff as then available and in effect. If the event
         of Change of Control is outside the control of the Participant, then
         the Limited Stock Appreciation Rights held by such Participant shall
         become immediately exercisable but shall not be automatically
         exercised. A Participant described in the immediately preceding
         sentence may exercise Limited Stock Appreciation Rights by giving
         written notice of such exercise to the Company, and the date upon
         which such notice is received by the Company shall be the exercise
         date for the Limited Stock Appreciation Right. See Section 7 (F). All
         Limited Stock Appreciation Rights shall be automatically exercised as
         of the end of the month in which the Participant's employment
         terminates due to death, permanent and total disability or retirement.

         (D)  APPRECIATION AVAILABLE. Each Limited Stock Appreciation Right
         shall entitle a Participant to the following amount of appreciation --
         the excess of the fair market value of a Share on the exercise date
         over the option price of the related Option. The total appreciation
         available to a Participant from any exercise of Limited Stock
         Appreciation Rights shall be equal to the number of Limited Stock
         Appreciation Rights being exercised, multiplied by the amount of
         appreciation per Right determined under the preceding sentence.

         (E)  PAYMENT OF APPRECIATION. The total appreciation available to the
         Participant from an exercise of Limited Stock Appreciation Rights shall
         be paid to the Participant in cash. The amount thereof shall be the
         amount of appreciation determined under Paragraph D above. Payment
         shall be made within 10 days of the exercise of the Limited Stock
         Appreciation Rights.

         (F)  LIMITATIONS UNDER EXERCISE OF LIMITED STOCK APPRECIATION RIGHTS. A
         Participant may exercise a Limited Stock Appreciation Right for cash,
         only after a Change of Control and only in conjunction with the Option
         to which the Limited Stock Appreciation Right relates. Limited Stock
         Appreciation Rights may be exercised only by such persons as may
         exercise the related Options under the Plan. Adjustment to the number
         of Shares in the Plan and the price per Share pursuant to Section 12
         (A) shall also be made in a similar manner to any Limited Stock
         Appreciation Rights held by each Participant.

9.       RESTRICTED STOCK.

         (A)  GRANTING OF RESTRICTED STOCK. The Board may, in its sole
         discretion and subject to the provisions of the Plan, grant to
         eligible employees at such times as it deems appropriate following
         adoption of the Plan by the Board, the right to purchase Shares of
         Restricted Stock, subject to approval of the Plan by the Company
         Shareholders.

         (B)  RESTRICTED STOCK PRICE. The price at which Restricted Stock may be
         purchased by a Participant under the Plan shall be determined by the
         Board and shall not be less than the fair market value of a Share. Fair
         market value shall be determined as provided in Section 6(B) hereof.
         The purchase price per Share as to any particular Restricted Stock
         grant shall also be known as the "Initial Price Per Share."

         (C)  TERMS OF RESTRICTED STOCK. At the time of a Restricted Stock
         grant, the Board shall establish a period of time (the "Restricted
         Period") applicable to the Restricted Stock, which shall not be more
         than ten (10) years from the date of grant. Each grant of Restricted
         Stock may have a different Restricted Period. The Board may in its sole
         discretion, at the time of the grant of Restricted Stock is made,
         prescribe conditions for the incremental lapse of restrictions during
         the Restricted Period and for the lapse of termination of restrictions
         upon the satisfaction of other conditions with respect to all or any
         portion of the Restricted Stock. The Board may also, in its sole
         discretion, at any time shorten or terminate the Restricted Period or
         waive any conditions for the lapse or termination of restrictions with
         respect to all or any portion of the Shares of Restricted Stock.

                  Unless another date is specified, the date on which the Board
         approves the grant of Restricted Stock shall be deemed the date on
         which the Restricted Stock is granted.

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                  In order for a Participant to exercise his right to purchase
         Shares of Restricted Stock under a grant (unless that payment date is
         further extended by the Board), within thirty (30) days after the date
         of grant, such Participant shall execute, retroactive to the date of
         such grant, an agreement reflecting the number of Shares he is
         purchasing and the conditions imposed upon the purchase of such Shares
         as determined by the Board.

                  As payment for the purchase price of the Restricted Stock, the
         Participant may tender to the Company payment in cash, in previously
         issued Shares (taken at their fair market value on the date the
         Restricted Stock is granted determined as provided in Section 6(B)) or
         partly in cash and partly in previously issued Shares and shall comply
         with such other reasonable requirements as the Board may establish,
         pursuant to this Section 9(C). Notwithstanding the foregoing, the
         Board, in its sole discretion, may refuse to accept Shares in payment
         of the purchase price.

                  A stock certificate representing the number of Shares of
         Restricted Stock granted to and purchased by a Participant shall be
         registered in the Participant's name but shall be held in custody by
         the Company for the Participant's account. The Participant shall have
         the rights and privileges of a shareholder as to such Shares of
         Restricted Stock, including the right to vote such Shares, except that
         (i) the Participant shall not be entitled to delivery of the
         certificate until the expiration or termination of the Restricted
         Period and the satisfaction of any other conditions prescribed by the
         Board, (ii) none of the Shares may be sold, transferred, assigned,
         pledged, or otherwise encumbered or disposed of during the Restricted
         Period and until the satisfaction of any other conditions prescribed by
         the Board, and (iii) all of the Restricted Stock shall be forfeited and
         all rights of the Participant to such Restricted Stock Shares shall
         terminate without further obligation on the part of the Company (except
         for the obligation of the Company to purchase the Restricted Stock from
         the Participant at the Initial Price Per Share) in the event the
         Participant has not remained in the continuous employment of the
         Company or a subsidiary until the expiration or termination of the
         Restricted Period and the satisfaction of any other conditions
         prescribed by the Board applicable to such Restricted Stock. The Board
         shall decide in each case to what extent leaves of absence for
         government or military service, illness, temporary disability or other
         reasons shall not, for this purpose, be deemed interruption of
         continuous employment. If the Participant's continuous employment
         should be terminated because of death, permanent and total disability
         or retirement, the provisions contained in Section 9(D) shall apply.

                  At the discretion of the Board, cash and stock dividends may
         be either currently paid or withheld by the Company for the
         Participant's account, and interest may be paid on the amount of cash
         dividends withheld at a rate and subject to such terms as determined by
         the Board.

                  Each Certificate evidencing Shares of Restricted Stock shall
         be inscribed with a legend substantially as follows:

                  "The Shares of common stock of Roberds, Inc. evidenced by this
                  certificate are subject to the terms and restrictions of the
                  Roberds, Inc. 1993 Stock Incentive Plan. Such Shares are
                  subject to forfeiture or cancellation under the terms of said
                  Plan and shall not be sold, transferred, assigned, pledged,
                  encumbered or otherwise alienated or hypothecated except
                  pursuant to the provisions of said Plan, a copy of which is
                  available from Roberds, Inc. upon request."

                  Upon the expiration or termination of the Restricted Period
         and the satisfaction of any other conditions prescribed by the Board or
         at such earlier time as provided for in Section 9(D), the restrictions
         applicable to the Restricted Stock Shares shall lapse and a stock
         certificate for the number of Restricted Stock Shares with respect to
         which the restrictions have lapsed shall be delivered, free of all such
         restrictions, except any that may be imposed by law, to the Participant
         or the Participant's beneficiary or estate, as the case may be. The
         Company shall not be required to deliver any fractional Shares but will
         pay, in lieu thereof, the fair market value (determined in accordance
         with Section 6(B) as of the date the restrictions lapse) of such
         fractional Shares to the Participant or the Participant's beneficiary
         or estate, as the case may be.


                 ---------------------------------------------

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                                 Page 72 of 128

<PAGE>   10

         (D)  TERMINATION OF EMPLOYMENT. All rights to the Restricted Stock
         Shares shall be forfeited if the Participant terminates employment
         with the Company and its subsidiaries for any reason except for death,
         permanent and total disability or retirement prior to the expiration
         of the restrictions on such Shares and such forfeited Shares shall be
         purchased by the Company at the Initial Price Per Share within a
         reasonable time period established by the Board. Any attempt to
         dispose of any such Shares in contravention of the foregoing
         restrictions shall be null and void and without effect.

                  If a Participant who has been in the continuous employ of the
         Company or a subsidiary since the date on which the Restricted Stock
         was granted dies, becomes permanently and totally disabled or retires
         while in such employment and prior to the lapse of the restrictions on
         the Restricted Stock, all such restrictions shall lapse and cease to be
         effective as of the end of the month in which the Participant's
         employment terminates due to death, permanent and total disability or
         retirement.

         (E)  PERSONS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT. Participants
         who are subject to Section 16 of the Exchange Act are hereby advised
         that reliance on Rule 16b-3 may require that any equity security of
         the Company acquired upon exercise of Restricted Stock by such person
         be held at least until the date six months after the date of grant of
         the Restricted Stock.

10.      PERFORMANCE UNITS.

         (A)  GRANTING PERFORMANCE UNITS. The Board may, in its sole discretion
         and subject to the provisions of the Plan, grant to eligible employees
         at such times as it deems appropriate following adoption of the Plan by
         the Board, Performance Units, subject to approval of the Plan by the
         Company Shareholders. Each Performance Unit shall represent the right
         of a Participant to receive an amount equal to a Payment Value, which
         Payment Value shall be determined by the Board and shall be based upon
         the performance of the Participant, the Company, or a division of the
         Company over a Performance Period or such other measure of performance
         as may be determined by the Board. A Participant to whom an award of
         Performance Units has been made shall not be required to provide any
         consideration for a Performance Unit other than the rendering of
         services or the payment of any minimum amount required by applicable
         law, unless otherwise determined by the Board. Each Performance Unit
         granted under the Plan shall be evidenced by a written Performance Unit
         Agreement between the Company and the Participant. The Performance Unit
         Agreement shall be in such form and shall contain such terms and
         conditions as the Board shall determine.

         (B)  TERMS OF GRANTS. The Performance Period for each Performance Unit
         granted under the Plan shall be of such duration as the Board shall
         establish at the time of the award. The performance criteria for each
         Performance Unit awarded under the Plan shall be determined by the
         Board. More than one award of Performance Units may be granted to any
         individual Participant under the Plan, and the terms and conditions of
         Performance Units, such as the Performance Periods and performance
         criteria, may differ. If during a Performance Period there should
         occur, in the opinion of the Board, significant changes in economic
         conditions or in the nature of the operations of the Company which the
         Board did not foresee in establishing the performance criteria for such
         Performance Period, and which in the Board's sole judgment, have, or
         are expected to have, a substantial effect on the Participant's or the
         Company's ability to meet the performance criteria, the Board may
         revise the performance criteria formerly determined by it in such a
         manner as the Board, in its sole judgment, may deem appropriate.

         (C)  TERMINATION OF EMPLOYMENT. A grant of Performance Units to a
         Participant shall be forfeited if the Participant terminates employment
         with the Company and its subsidiaries, during the Performance Period,
         except for death, permanent and total disability or retirement prior to
         the expiration of the Performance Period.

                 ---------------------------------------------

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                                 Page 73 of 128

<PAGE>   11

                  If a Participant who has been in the continuous employ of the
         Company or a subsidiary since the date on which the Performance Unit
         was granted dies, becomes permanently and totally disabled or retires
         while in such employment and prior to the expiration of the Performance
         Period, all Performance Units shall be deemed to be earned in such
         amount as of the end of the month in which the Participant's employment
         terminates due to death, permanent and total disability or retirement
         as provided in the Performance Unit Agreement at the time of grant.

         (D)  MANNER OF SETTLEMENT. The Payment Value of a Performance Unit
         shall be paid to a Participant in cash, in Shares, or in a combination
         of cash and Shares as determined by the Board in its sole discretion.
         The Payment Value of a Performance Unit shall be paid to the
         Participant on such date following the conclusion of the Performance
         Period as the Board shall designate at the time of grant.

         (E)  All other terms and conditions of a grant of Performance Units
         shall be determined by the Board.

         (F)  PERSONS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT. Participants
         who are subject to Section 16 of the Exchange Act are hereby advised
         that the Staff of the Securities and Exchange Commission has taken the
         position that rights similar to Performance Units may be considered
         Stock Appreciation Rights for purposes of Section 16, depending upon
         the performance criteria for the particular Performance Units. See
         Section 7(F).


11.      STOCK UNITS

         (A)  GRANTING STOCK UNITS. The Board may, in its sole discretion and
         subject to the provisions of the Plan, grant to eligible employees at
         such times as it deems appropriate following adoption of the Plan by
         the Board, either alone or in addition to other Awards made under the
         Plan, units that are valued in whole or in part by reference to or
         otherwise based on Shares ("Stock Units"), subject to the approval of
         the Plan by the Company Shareholders. Each Stock Unit granted under
         this Plan shall be evidenced by a written Stock Unit Agreement between
         the Company and the Participant. The Stock Unit Agreement shall be in
         such form and shall contain such terms and conditions as the Board may
         determine.

         (B)  TERMS OF GRANTS. The Board shall determine the Participants to
         whom Stock Units are to be granted, the times at which such awards are
         to be made, the number of Shares to be granted pursuant to such awards
         and all other terms and conditions regarding such awards. More than
         one Stock Unit Award may be granted to an individual Participant under
         the Plan, and the terms and conditions of Stock Unit Awards may
         differ. A Participant to whom an award of Shares has been made
         pursuant to a Stock Unit Award shall not be required to provide any
         consideration for the Shares, other than the rendering of services or
         the payment of any minimum amount required by applicable law, unless
         otherwise determined by the Board.

         (C)  TERMINATION OF EMPLOYMENT. All rights to Stock Units shall be
         forfeited if the Participant terminates employment with the Company and
         its subsidiaries for any reason except for death, permanent and total
         disability or retirement prior to the expiration of the applicable
         measurement period for such Stock Units.

                  If a Participant who has been in the continuous employ of the
         Company or a subsidiary since the date on which the Stock Unit was
         granted dies, becomes permanently and totally disabled or retires while
         in such employment and prior to the expiration of the measurement
         period for such Stock Unit, the Stock Unit shall be deemed to be earned
         in such amount as of the end of the month in which the participant's
         employment terminates due to death, permanent and total disability or
         retirement as provided in the Stock Unit Agreement at the time of
         grant.

         (D)  MANNER OF SETTLEMENT. The amount due a Participant for Stock Units
         which were granted may be paid in case in Shares, or in a combination
         of cash and Shares, as determined by the Board in its sole discretion.

                 ---------------------------------------------

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<PAGE>   12

         (E)  All other terms and conditions of a grant of Stock Units shall be
         determined by the Board.

         (F)  PERSONS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT. Participants
         who are subject to Section 16 of the Exchange Act are hereby advised
         that the Staff of the Securities and Exchange Commission has taken the
         position that rights similar to Stock Units may be considered Stock
         Appreciation Rights for purposes of Section 16, depending upon the
         performance criteria for the particular Stock Unit. See Section 7(F).


12.      OTHER PROVISIONS

         (A)  ADJUSTMENT OF SHARES. In the event that the outstanding Shares are
         changed into or exchanged for a different number or kind of shares of
         the Company or other securities of the Company by reason of merger,
         consolidation, recapitalization, reclassification, stock split-up,
         stock dividend or combination of Shares, or issuance or exercise of
         warrants or rights, the Board shall make an appropriate and equitable
         adjustment in the number and kind of Shares subject to outstanding
         Awards, or portions thereof then unexercised, and the number and kind
         of Shares subject to the Plan to the end that after such event the
         Shares subject to the Plan and the Participant's right to a
         proportionate interest in the Company shall be maintained as before the
         occurrence of such event. Such adjustment in an outstanding Award shall
         be made without change in the total price applicable to the Award or
         the unexercised portion of any Award (except for any change in the
         total price resulting from rounding off Share quantities or prices) and
         with any necessary corresponding adjustment in option price per Share.
         Any such adjustment made by the Board shall be final and binding upon
         all Participants, the Company and all other interested persons. Any
         adjustment of an incentive stock option under this paragraph shall be
         made in such manner so as not to constitute a "modification" within the
         meaning of Section 425(h)(3) of the Code. The Board, in its sole
         discretion may at any time make or provide for such adjustments to the
         Plan or any Award granted thereunder as it shall deem appropriate to
         prevent the reduction or enlargement of rights, including adjustments
         in the event of changes in the outstanding common stock by reason of
         mergers, consolidations, combinations, exchanges of Shares,
         separations, reorganizations, liquidations, issuance or exercise of
         warrants or rights and the like in which the Company is not the sole
         surviving successor to the assets or business of the Company
         immediately prior thereto. In the event of any offer to holders of
         common stock generally relating to the acquisition of their Shares, the
         Board may make such adjustments as it deems equitable in respect of
         outstanding Awards. Any such determination of the Board shall be
         conclusive.

         (B)  CHANGE OF CONTROL. In the event the Company experiences a Change
         of Control (as hereafter defined), all Options shall become
         exercisable immediately prior to the Change of Control, provided that
         any portion of such Option which is an incentive stock option shall be
         exercisable up to the maximum amount allowed by Section 6(F)
         applicable to incentive stock options and the balance shall become a
         non-qualified stock option, all Restricted Stock restrictions shall
         lapse immediately prior to such event, all Limited Stock Appreciation
         Rights and Stock Appreciation Rights shall become exercisable
         immediately prior to the Change of Control and all grants of
         Performance Units and Stock Units shall be deemed to have been fully
         earned immediately prior to the Change of Control, subject to the
         limitation that any Award which has been outstanding less than six (6)
         months on the date of Change of Control shall not be afforded such
         treatment.

                  For purposes of these provisions, the term "Persons" shall
         mean any individual, firm, corporation, partnership, joint venture,
         association, trust, or other entity and any "Affiliate" or "Associate"
         thereof (as such terms are defined in Rule 12b-2 promulgated under the
         1934 Act).

                  For purposes of this Plan, the term "Change of Control" of the
         Company shall mean and shall be deemed to have occurred if:

                  (a)  The "acquisition" after the date hereof by any "Person"
                  (as such term is defined below) of "Beneficial Ownership"
                  (within the meaning of Rule 13d-3 promulgated under the
                  Securities Exchange Act of 1934, as amended (the "1934 Act"),
                  as in effect on the date hereof) of any securities




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<PAGE>   13

                  of the Company which generally entitles the holder thereof to
                  vote generally for the election of directors of the Company
                  (the "Voting Securities") which, when added to the Voting
                  Securities then "Beneficially Owned" by such person, would
                  result in such Person "Beneficially Owning" twenty percent
                  (20%) or more of the combined voting power of the Company's
                  then outstanding Voting Securities; provided. however, that
                  for purposes of this paragraph (a), a Person shall not be
                  deemed to have made an acquisition of Voting Securities if
                  such Person: (i) acquires Voting Securities as a result of a
                  stock split, stock dividend or other corporate restructuring
                  in which all shareholders of the class of such Voting
                  Securities are treated on a pro rata basis; (ii) is generally
                  engaged in the business of underwriting securities and
                  acquires the Voting Securities ("Underwriting Securities")
                  (x) pursuant to the terms of an underwriting agreement (an
                  "Underwriting Agreement") to which the Company and such
                  underwriter are parties and which Underwriting Agreement is
                  on terms customarily used by that underwriter for primary or
                  secondary public offerings of equity securities or (y)
                  pursuant to stabilizing transactions to facilitate a
                  distribution contemplated by an Underwriting Agreement in
                  accordance with Rule 10b-7 promulgated under the 1934 Act; or
                  (z) to cover over allotments created in connection with a
                  distribution of Voting Securities pursuant to an Underwriting
                  Agreement; (iii) acquires the Voting Securities directly from
                  the Company; (iv) becomes the Beneficial Owner of more than
                  the permitted percentage of Voting Securities solely as a
                  result of the acquisition of Voting Securities by the Company
                  which, by reducing the number of Voting Securities
                  outstanding, increases the proportional number of Shares
                  Beneficially Owned by such Person; (v) is the Company or any
                  corporation or other Person of which a majority of its voting
                  power or its equity securities or equity interest is owned
                  directly or indirectly by the Company (a "Subsidiary") or
                  (vi) acquires Voting Securities in connection with a
                  "Non-Control Transaction" (as defined in paragraph (c)
                  below); or

                  (b)  The individuals who, as of July 31, 1993, are members of
                  the Board of Directors of the Company (the "Incumbent Board"),
                  cease for any reason (other than a voluntary resignation by
                  any such member) to constitute at least two-thirds of the
                  Board of Directors of the Company; PROVIDED, HOWEVER, that if
                  either the election of any new director or the nomination for
                  election of any new director by the Company's shareholders was
                  approved by a vote of at least two-thirds of the Incumbent
                  Board, such new director shall be considered as a member of
                  the Incumbent Board; PROVIDED, FURTHER, HOWEVER, that no
                  individual shall be considered a member of the Incumbent Board
                  if such individual initially assumed office as a result of
                  either an actual or threatened "Election Contest" (as
                  described in Rule 14a-11 promulgated under the 1934 Act as in
                  effect on the date hereof) or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board of Directors (a "Proxy Contest")
                  including by reason of any agreement intended to avoid or
                  settle any Election Contest or Proxy Contest; or

                  (c)  Approval of shareholders of the Company of:

                           (1) A merger, consolidation or reorganization
                  involving the Company (a "Business Combination"), unless

                                    (i) the shareholders of the Company,
                  immediately before the Business Combination, own, directly or
                  indirectly immediately following the Business Combination, at
                  least 75% of the combined voting power for the election of
                  directors generally of the outstanding securities of the
                  Corporation resulting from the Business Combination (the
                  "Surviving Corporation") in substantially the same proportion
                  as their ownership of the Voting Securities immediately before
                  the Business Combination, and

                                    (ii) the individuals who were members of the
                  Incumbent Board immediately prior to the execution of the
                  agreement providing for the Business Combination constitute at
                  least two-thirds of the members of the Board of Directors of
                  the Surviving Corporation, and

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<PAGE>   14

                                    (iii) no Person (other than the Company or
                  any Subsidiary, a trustee or other fiduciary holding
                  securities under one or more employee benefit plans or
                  arrangements (or any trust forming a part thereof) maintained
                  by the Company, the Surviving Corporation or any Subsidiary,
                  or any Person who, immediately prior to the Business
                  Combination, had Beneficial Ownership of twenty percent (20%)
                  or more of the then outstanding Voting Securities) upon
                  confirmation of the Business Combination is the Beneficial
                  Owner of twenty percent (20%) or more of the combined voting
                  power for the election of directors generally of the Surviving
                  Corporation's then outstanding securities (a transaction
                  described in clauses (i) through (iii) shall be referred to as
                  a "Non-Control Transaction");

                  (2) A complete liquidation or dissolution of the Company; or

                  (3) An agreement for the sale or other disposition of all or
         substantially all of the assets of the Company to any Person (other
         than a transfer to a Subsidiary).

              Voting Securities acquired by a Person that is not deemed to
         constitute an "acquisition" of such Voting Securities by such Person by
         reason of either of the proviso to paragraph (a) above shall, except in
         the case of Underwriting Securities nevertheless be deemed to be
         Beneficially Owned by such Person for purposes of determining whether
         the "acquisition" of any additional Voting Securities by such Person
         (which subsequent "acquisition" is not covered by either proviso to
         paragraph (a) and, therefore, is considered to be an "acquisition" of
         Voting Securities for purposes of paragraph (a)) would result in such
         Person exceeding the twenty percent (20%) or more threshold or the more
         than 30% threshold, as the case may be, established therein.

                  Notwithstanding the foregoing, a change shall not be deemed to
         occur solely because twenty (20%) or more of the then outstanding
         Voting Securities is Beneficially Owned by (i) a trustee or other
         fiduciary holding securities under one or more employee benefit plans
         or arrangements (or any trust forming a part thereof) maintained by the
         Company or any Subsidiary or (ii) any corporation which, immediately
         prior to its acquisition of such interest, is owned directly or
         indirectly by the shareholders of the Company in the same proportion as
         their ownership of stock in the Company immediately prior to such
         acquisition; furthermore, if an employee's employment is terminated and
         the employee reasonably demonstrates that such termination (i) was at
         the request of a third party who has indicated an intention or taken
         steps reasonably calculated to effect a Change Control and who
         effectuates a Change of Control or (ii) otherwise occurred in
         connection with, or in anticipation of, a Change Control which actually
         occurs, then for all purposes hereof, a Changed Control shall be deemed
         to have occurred and the date of a Change of Control with respect to
         the employment shall mean the date immediately prior to the date of
         such termination of employment.

         (C)  NON-TRANSFERABILITY. No Award granted to a Participant under this
         Plan shall be transferable other than by will or the laws of descent
         and distribution or pursuant to a qualified domestic relations order as
         defined in the Code, provided that transfer pursuant to a qualified
         domestic relations order shall not be permitted with respect to
         incentive stock options or in circumstances where such transfer would
         cause a lapse of restriction for purposes of Section 83 of the Code.
         Any attempt to transfer, assign, pledge, hypothecate or otherwise
         dispose of, or to subject to execution, attachment or similar process,
         any Award other than as permitted in the preceding sentence shall give
         no right to the purported transferee.

         (D)  COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES. No Option
         shall be exercisable and no Shares shall be delivered in settlement of
         any Award and no unrestricted Shares shall be issued for Restricted
         Stock under this Plan except in compliance with all applicable Federal
         and state laws and regulations including, without limitation,
         compliance with the rules of all domestic stock exchanges on which the
         Company's Shares may be listed. Any Share certificate issued to
         evidence Shares for which an Award is exercised or with respect to
         which Restricted Stock restrictions lapse, shall bear such legends and
         statements as the Board deems advisable in order to assure compliance
         with Federal and state laws and regulations. No Award shall be
         exercisable and no Shares shall be delivered and no Shares shall be
         issued for Restricted Stock under this Plan until the



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<PAGE>   15

         Company has obtained consent or approval from such regulatory bodies,
         Federal or state, having jurisdiction over such matters as the Board
         may deem advisable.

                  In the case of the exercise of an Award by a person or estate
         acquiring the right to exercise such Award by bequest or inheritance or
         in the case of a person or estate acquiring by bequest or inheritance
         the right to receive Shares for Restricted Stock because of the lapse
         of the restrictions, the right to the Payment Value of a Performance
         Unit, or the right to receive settlement of a Stock Unit, the Board may
         require reasonable evidence as to the ownership of the Award, and may
         require such consents and releases of taxing authorities as it may deem
         advisable.

         (E)  NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor its
         operation, nor any document describing or referring to the Plan, or any
         part thereof, shall confer upon any Participant under the Plan any
         right to continue in the employ of the Company or a subsidiary or shall
         in any way affect the right and power of the Company or a subsidiary to
         terminate the employment of any participant under the Plan at any time
         with or without assigning a reason therefor.

         (F)  TAX WITHHOLDING. The Board shall have the right to deduct from any
         settlement of an Award, including without limitation the delivery or
         vesting of Shares, made under the Plan any Federal, state or local
         taxes of any kind required by law to be withheld with respect to such
         payments or to take any such other action as may be necessary in the
         opinion of the Board to satisfy all obligations for payment of such
         taxes. If Shares which would otherwise be delivered in settlement of
         the Award are used to satisfy tax withholding, such Shares shall be
         valued based on their Fair Market Value determined in accordance with
         section 6(B) when the tax withholding is required to be made.
         Participants who are subject to Section 16 of the Exchange Act are
         hereby advised that pursuant to Rule 16b-3 thereunder the use of Shares
         to satisfy tax withholding will be treated as the exercise of a Stock
         Appreciation Right. See Section 7(F).

         (G)  AMENDMENT AND TERMINATION. The Board may at any time suspend,
         amend or terminate the Plan, and, without limiting the foregoing, the
         Board shall have the express authority to amend the Plan from time to
         time, with or without approval by the shareholders, in the manner and
         to the extent that the Board believes is necessary or appropriate in
         order to cause the Plan to conform to provisions of Rule 16b-3 under
         the Exchange Act and any other rules under Section 16 of the Exchange
         Act, as any of such rules may be amended, supplemented or superseded
         from time to time. Except for adjustments made in accordance with
         Section 12(A), the Board may not, without the consent of the grantee
         of the Award, alter or impair any Award previously granted under the
         Plan. No Award may be granted during any suspension of the Plan or
         after termination thereof.

                  In addition to Board approval of an amendment, if the
         amendment would: (i) materially increase the benefits accruing to
         Participants; (ii) increase the number of Shares deliverable under the
         Plan (other than in accordance with the provisions of Section 12(A) or,
         (iii) materially modify the requirements as to eligibility for
         participation in the Plan, then such amendment shall be approved by the
         holders of a majority of the Company's outstanding capital stock
         represented and entitled to vote at a meeting held for the purpose of
         approving such amendment to the extent required by Rule 16b-3 of the
         Exchange Act.

         (H)  EFFECTIVE DATE OF THE PLAN. This Plan was adopted by the Board on
         September 24, 1993 and by the Shareholders on September 24, 1993. The
         Plan shall become effective on the date the Registration Statement
         filed by the Company under the Securities Act of 1933 becomes effective
         with respect to Shares to be issued pursuant to the Plan. Awards may be
         granted under this Plan prior to the date the Plan becomes effective,
         but all such Awards shall be subject to the Plan becoming effective, as
         provided above.

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<PAGE>   16

         (I)  DURATION OF THE PLAN. Unless previously terminated by the Board,
         this Plan shall terminate at the close of business on September 23,
         2003, and no Award shall be granted under it thereafter, but such
         termination shall not affect any Award theretofore granted.

         (J)  USE OF CERTAIN TERMS. The terms "parent" and "subsidiary" shall
         have the meanings ascribed to them in Section 425 of the Code and
         unless the context otherwise requires, the other terms defined in
         Section 421, 422 and 425, inclusive, of the Code and regulations and
         revenue rulings applicable thereto, shall have the meanings attributed
         to them therein.



APPROVED BY BOARD 2/16/99
APPROVED BY SHAREHOLDERS 4/30/99




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