THE TRACKER CORPORATION OF AMERICA
                 1994 AMENDED AND RESTATED STOCK INCENTIVE PLAN


          This  1994 Amended and Restated Stock Incentive Plan is adopted by the
Board  of  Directors  of  the  Company  as  of  December  22,  1998,  subject to
stockholder  approval.

                                    ARTICLE I
                                    ---------
                               CERTAIN DEFINITIONS
                               -------------------

     The  terms set forth below have the following meanings (such meanings to be
applicable  to  both  the  singular  and  plural  forms,  except where otherwise
expressly  indicated):

     1.1     "Alternate  Rights"  -  see  Section  3.7.
              -----------------

     1.2     "Award"  means an Option, which may be designated as a Nonqualified
              -----
Stock  Option  or  an  Incentive  Stock  Option  granted  under  this  Plan.

     1.3     "Award  Agreement"  means  either  the Incentive Stock Option Award
              ----------------
Agreement substantially in the form of Exhibit A attached hereto and made a part
                                       ---------
herewith, setting forth the terms of an Award, or the Non-Qualified Stock Option
Award  Agreement substantially in the form of Exhibit B attached hereto and made
                                              ---------
a  part  herewith  setting  forth  the  terms  of  an Award, as the case may be.

     1.4     "Award  Date"  means  the  date  upon  which the Committee took the
              -----------
action  granting  an Award or such later date as is prescribed by the Committee.

     1.5     "Award  Period"  means  the  period  beginning on an Award Date and
              -------------
ending  on  the  expiration  date  of  such  Award.

     1.6     "Beneficiary"  means  the person, persons, trust or trusts entitled
              -----------
by  will  or  the  laws  of  descent  and  distribution  to receive the benefits
specified  under  this  Plan  in  the  event  of  a  Participant's  death.

     1.7     "Board"  means  the  Board  of  Directors  of  the  Corporation.
              -----

     1.8     "Change  in Control" means an occasion in which the individuals who
              ------------------
were  directors  of the Corporation immediately prior to a "Control Transaction"
cease,  within one year of such Control Transaction, to constitute a majority of
the  Board of Directors of any successor to the Corporation, or to the purchaser
of  all  or  substantially  all  of  its  assets.

     1.9      "Control  Transaction"  means  either: (i) any tender offer for or
               --------------------
acquisition  of  capital  stock  of  the  Corporation;  or  (ii)  any  merger,
consolidation  or  sale  of  all  or  substantially  all  of  the  assets of the
Corporation  which  has  been  approved  by  the  stockholders.


<PAGE>
     1.10     "Code"  means  the  Internal Revenue Code of 1986, as amended from
               ----
time  to  time.

     1.11     "Common  Stock"  means  the  Common Stock, $.001 par value, of the
               -------------
Corporation.

     1.12     "Commission"  means  the  Securities  and  Exchange  Commission.
               ----------

     1.13     "Committee"  means  the committee appointed by the Board to manage
               ---------
the  Plan.

     1.14     "Corporation" means The Tracker Corporation of America, a Delaware
               -----------
corporation,  and  its successors.  Sometimes also referred to as the "Company."

     1.15     "Eligible  Employee"  means  an  officer  or  key  employee of the
               ------------------
Company.

     1.16     "Event"  means the approval by the stockholders of the Corporation
               -----
of:  (i) the dissolution or liquidation of the Corporation; (ii) an agreement to
merge or consolidate, or otherwise reorganize, with or into one or more entities
which  are  not  Subsidiaries,  as  a  result  of  which  less  than  50% of the
outstanding  voting  securities of the surviving or resulting entity are, or are
to  be,  owned  by  former  stockholders  of  the Corporation; (iii) the sale of
substantially  all  of  the  Corporation's business and/or assets to a person or
entity  which is not a Subsidiary; (iv) the sale by a controlling shareholder or
group  thereof  to  a  third  party of voting securities of the Corporation that
results  in  the  transfer  of  a  controlling  interest  in  the  Corporation,
effectuates  a  Change of Control or constitutes a Control Transaction; or (v) a
tender  offer  pursuant  to which the offeror acquires a controlling interest in
the  Corporation.

     1.17     "Fair  Market  Value" means the arithmetic mean of the Closing Bid
               -------------------
Prices  of  the  stock  for  each  trading  day in a five (5) trading day period
immediately  preceding  the  Award  Date.  "Closing  Bid  Price" means, the last
closing  bid  price of the stock on the NASDAQ National Market (the "NASDAQ-NM")
as  reported  by Bloomberg Financial Markets ("Bloomberg"), or, if the NASDAQ-NM
is  not  the principal trading market for the Common Stock, the last closing bid
price of the Common Stock on the principal securities exchange or trading market
where  the  Common Stock is listed or traded as reported by Bloomberg, or if the
foregoing  do  not  apply, the last closing bid price of the Common Stock in the
over-the-counter  market  on  the  pink  sheets or bulletin board for the Common
Stock  as reported by Bloomberg, or, if no closing bid price is reported for the
Common  Stock  by Bloomberg, the last closing trade price of the Common Stock as
reported  by  Bloomberg.  If  the Closing Bid Price cannot be calculated for the
Common  Stock  on such date on any of the foregoing bases, the Closing Bid Price
of  the  Common  Stock on such date shall be the fair market value as reasonably
determined in good faith by the Committee (all as appropriately adjusted for any
stock  dividend,  stock split, or other similar transaction during such period);


<PAGE>
     1.18     "Group"  means persons who act in concert as described in Sections
               -----
13(d)(3)  and/or  14(d)(2)  of  the Securities Exchange Act of 1934, as amended.

     1.19     "Incentive Stock Option" means an option which is designated as an
               ----------------------
incentive  stock option within the meaning of Section 422 of the Code, the award
of  which contains such provisions as are necessary to comply with that section.

     1.20     "Just Cause" means conviction of or failure to contest prosecution
               ----------
for  a  felony  or  excessive absenteeism (unrelated to illness or to an approve
leave  of  absence).

     1.21     "Limited  Rights"  --  see  Section  3.8.
               ---------------

     1.22     "Nonqualified Stock Option" means an option which is designated as
               -------------------------
a  Nonqualified  Stock  Option.

     1.23     "Option" means an option to purchase Common Stock under this Plan.
               ------
An Option shall be designated by the Committee as a Nonqualified Stock Option or
an  Incentive  Stock  Option.

     1.24     "Participant"  shall mean an Eligible Employee who has received an
               -----------
Award.

     1.25     "Personal  Representative"  means  the person or persons who, upon
               ------------------------
the  disability  or incompetence of a Participant, shall have acquired on behalf
of  the  Participant by legal pro-ceeding or otherwise the power to exercise the
rights  and  receive  the  benefits  specified  in  this  Plan.

     1.26     "Plan"  shall  mean  the  The  Tracker Corporation of America 1994
               ----
Amended  and  Restated  Stock  Incentive  Plan,  as amended from time to time in
accordance  herewith.

     1.27     "Reload  Options"  --  see  Section  3.6.
               ---------------

     1.28     "Securities Act" means the Securities Act of 1933, as amended from
               --------------
time  to  time.

     1.29     "Subsidiary"  means  any corporation or other entity a majority or
               ----------
more  of  whose  outstanding  voting stock or voting power is beneficially owned
directly  or  indirectly  by  the  Corporation.

                                   ARTICLE II
                                   ----------
                                    THE PLAN
                                    --------

     2.1     Purpose.  The purpose of this Plan is to promote the success of the
             -------
Corporation by providing an additional means to attract and retain key personnel
through  added  long-term  incentives  for  high  levels  of performance and for
significant  efforts  to improve the financial performance of the Corporation by
granting  Awards.


<PAGE>
     2.2     Administration.
             --------------

     (a)  This  Plan  shall  be  administered  by  the  Committee. Action of the
Committee  with  respect  to  the  administration  of  this  Plan shall be taken
pursuant to a majority vote or the written consent of a majority of its members.
In  the  event  action  by the Committee is taken by written consent, the action
shall  be  deemed to have been taken at the time specified in the consent or, if
none  is  specified,  at  the  time  of  the  last signature.  The Committee may
delegate  administrative  functions to individuals who are officers or employees
of  the  Corporation.

     (b)  Subject  to  the  express provisions of this Plan, the Committee shall
have  the  authority  to  construe  and  interpret  this Plan and any agreements
defining  the  rights  and obligations of the Corporation and Participants under
this  Plan,  to  further define the terms used in this Plan, to prescribe, amend
and  rescind  rules and regulations relating to the administration of this Plan,
to determine the duration and purposes of leaves of absence which may be granted
to  Participants  without  constituting  a  termination  of their employment for
purposes  of  this  Plan  and  to  make  all  other  determinations necessary or
advisable  for  the  administration  of  this  Plan.  The  determinations of the
Committee  on  the  foregoing  matters  shall  be  conclusive.

     (c)  Any action taken by, or inaction of, the Corpora-tion, any Subsidiary,
the  Board  or  the Committee relating to this Plan shall be within the absolute
discretion  of  that entity or body and shall be conclusive and binding upon all
persons.  No  member of the Board or Committee, or officer of the Corporation or
Subsid-iary,  shall  be  liable for any such action or inaction of the entity or
body,  of  another  person  or,  except  in  circumstances  involving bad faith.
Subject  only  to  compliance  with the express provisions hereof, the Board and
Committee  may act in their absolute discretion in matters related to this Plan.

     2.3     Participation.  Awards  may  be granted only to Eligible Employees.
             -------------
An  Eligible  Employee who has been granted an Award may, if otherwise eligible,
be  granted  additional  Awards if the Committee shall so determine.  Members of
the  Board  who  are  not  officers or employees of the Corporation shall not be
eligible  to  receive  Awards.  In  making selections of Eligible Employees, the
Committee shall consider any factors deemed relevant, including the individual's
functions,  responsibilities,  value of services to the Corporation and past and
potential  contributions  to  the  Corporation's profitability and sound growth.

     2.4     Stock Subject to the Plan.  The stock to be offered under this Plan
             -------------------------
shall  be shares of the Corporation's authorized but unissued Common Stock.  The
aggregate  amount  of Common Stock that may be issued or transferred pursuant to
Awards  granted  under  this Plan shall not exceed 10,000,000 shares, subject to
adjustment  as set forth in Section 4.2.  If any Option shall lapse or terminate
(either by its terms or as a result of the repurchase by the Corporation of such
Option)  without  having  been exercised in full, the unpurchased shares subject
thereto  shall  again  be  available  for  purposes  of  this  Plan.


<PAGE>
     2.5     Grant  of  Options.  Subject to the express provisions of the Plan,
             ------------------
the  Committee  shall  determine  from  the  class  of  Eligible Employees those
individuals  to  whom  Options  under  the  Plan  shall be granted, the terms of
Options  (which  need not be identical) and the number of shares of Common Stock
subject  to  each  Option.  Each  Option  shall  be  subject  to  the  terms and
conditions set forth in the Plan and such other terms and conditions established
by  the Committee as are not inconsistent with the purpose and provisions of the
Plan.  The  grant  of  an  Option  is  made  on  the  Award  Date.

     2.6     Exercise  of  Options.  An  Option  shall be deemed to be exercised
             ---------------------
when  the  Secretary  or Assistant Secretary of the Corporation receives written
notice  of  such  exercise  from  the  Participant, together with payment of the
purchase  price made in accordance with Section 3.2(a).  Participants may elect,
upon  reasonable  notice to the Corporation, to pay for such Options in the form
of  promissory  notes  as  described  in  Section 3.2. Notwithstanding any other
provision  of  this  Plan,  the  Committee  may  impose,  by  rule  or  in Award
Agreements,  such  conditions  upon  the exercise of Options (including, without
limitation,  vesting  of  exercise  rights  and  conditions limiting the time of
exercise  to  specified  periods)  as  may  be  required  to  satisfy applicable
regulatory  requirements  or  as  may  be  deemed  necessary or advisable by the
Committee.


                                   ARTICLE III
                                   -----------
                                     OPTIONS
                                     -------

     3.1     Grants.  One  or  more  Options  may  be  granted  to  any Eligible
             ------
Employee.  Each Option so granted shall be designated by the Committee as either
a  Nonqualified  Stock  Option  or  an  Incentive  Stock  Option.  In  addition,
Participants may be eligible to exercise Reload options, as described in Section
3.6  or  in  Alternate  Rights  as  described  in  Section  3.7  herein.

     3.2     Option  Price.  The  purchase  price  per share of the Common Stock
             -------------
covered  by  each  Option  shall be determined by the Committee, but in no event
shall  be less than 85% of the Fair Market Value of the Common Stock on the date
of  grant and in the case of Incentive Stock Options shall not be less than 100%
(110%  in the case of a Participant who owns more than 10% of the total combined
voting  power  of  all  classes  of stock of the Corporation) of the Fair Market
Value  of  the  Common  Stock on the date the Incentive Stock Option is granted.
The purchase price of any shares pur-chased shall be paid in full at the time of
each purchase in one or a combination of the following methods:  (i) in cash, or
by certified or cashier's check payable to the order of the Corporation, (ii) if
authorized  by  the  Committee  or specified in the Option being exercised, by a
promissory  note  made  by the Participant in favor of the Corporation, upon the
terms  and  conditions  determined  by  the Committee, and secured by the Common
Stock  issuable  upon  exercise  in  compliance  with applicable law (including,
without  limitation, state corporate law and federal margin requirements), (iii)
by  shares  of Common Stock of the Corporation already owned by the Participant;
provided,  however,  the  Committee  may  in  its  absolute discretion limit the
Participant's ability to exercise an Option by delivering shares, and any shares
delivered  which  were  initially  acquired upon exercise of a stock option must
have  been  owned  by  the  Participant  at  least  six months as of the date of
delivery, or (iv) by application of the then-market value of vested Options (net
of  the Option Price). Shares of Common Stock used to satisfy the exercise price
of an Option shall be valued at their Fair Market Value on the date of exercise.


<PAGE>
     3.3     Option  Period.  Each  Option  and  all  rights  or  obligations
             --------------
thereunder  shall  expire  on such date as shall be determined by the Committee,
but  not  later  than  10 years after the Award Date in the case of an Incentive
Stock  Option  (five years in the case of a person described in Section 3.5(c)),
and  shall  be  subject  to  earlier  termination  as hereinafter provided or as
provided  in  any  Award  Agreement.

     3.4     Exercise  of Options.  Except as otherwise provided in Section 4.4,
             --------------------
an  Option  may  become  exercisable,  in whole or in part, on the date or dates
specified  in  the  Award  Agreement which date(s) shall not be earlier than six
months  after  the  Award Date and thereafter shall remain exercisable until the
expiration  or  earlier  termination of the Participant's Option.  The Committee
may,  at  any time after grant of the Option and from time to time, increase the
number  of  shares purchasable at any time so long as the total number of shares
subject  to  the Option is not increased.  No Option shall be exercisable except
in respect of whole shares, and fractional share interests shall be disregarded.
Not  less  than 1,000 shares of Common Stock may be purchased at one time unless
the  number  purchased  is  the  total number at the time available for purchase
under  the  terms  of  the  Option.

     3.5     Limitations  on  Grant  of  Incentive  Stock  Options.
             -----------------------------------------------------

     (a)  There  shall  be  imposed in the Award Agreement relating to Incentive
Stock Options such terms and conditions as are required in order that the Option
be  an  "incentive  stock  option" as that term is defined in Section 422 of the
Code.

     (b)  No  Incentive  Stock  Option  may be granted to any person who, at the
time  the  Incentive  Stock Option is granted, owns shares of outstanding Common
Stock possessing more than 10% of the total combined voting power of all classes
of  stock  of  the  Corporation,  unless the exercise price of such Option is at
least  110% of the Fair Market Value of the stock subject to the Option and such
Option  by  its terms is not exercisable after the expiration of five years from
the  date  such  Option  is  granted.


     3.6     Reload  Options.
             ---------------

     (a)  Concurrently  with  the  award  of  Stock  Options and/or the award of
Incentive  Stock  Options  to  any  participant  in  the Plan, the Committee may
authorize  reload  options  ("Reload  Options") to purchase for cash or shares a
number of shares of Common Stock.  The number of Reload Options shall equal  (i)
the  number  of  shares  of  Common  Stock used to exercise the underlying Stock
Options  or  Incentive  Stock  Options  and (ii) to the extent authorized by the
Committee,  the  number  of  shares  of  Common  Stock  used  to satisfy any tax
withholding requirement incident to the exercise of the underlying Stock Options
or  incentive Stock Options.  The grant of a Reload Option will become effective
upon the exercise of underlying Stock Options, Incentive Stock Options or Reload
Options  through  the  use of shares of Common Stock held by the optionee for at
least  12 months.  Notwithstanding the fact that the underlying option may be an
Incentive  Stock  Option,  a  Reload  Option  is  not  intended to qualify as an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986.

     (b)  Each Stock Option Agreement and Incentive Stock Option Agreement shall
state  whether  the  Committee has authorized Reload Options with respect to the
underlying  Stock  Options and/or Incentive Stock Options.  Upon the exercise of
an  underlying  Stock  Option,  Incentive  Stock  Option or other related Reload
Option,  the  Reload  Option will be evidenced by an amendment to the underlying
Stock  Option  Agreement  or  Incentive  Stock  Option  Agreement.

     (c)  The  option  price  per  share  of  Common  Stock deliverable upon the
exercise  of a Reload Option shall be the fair market value of a share of Common
Stock  on  the  date  the  grant  of  the  Reload  Option  becomes  effective.

     (d)  Each  Reload Option is fully exercisable six months from the effective
date  of  the  grant.  The  term  of  each  Reload  Option shall be equal to the
remaining  option  term  of  the  underlying Stock Option and/or Incentive Stock
Option.

     (e)  No  additional Reload Options shall be granted to optionees when Stock
Options, Incentive Stock Options and/or Reload Options are exercised pursuant to
the  terms  of  this  Plan  following  termination of the optionee's employment.

     (f)  Sections  2.5, Manner of Payment; 2.6, Restrictions on Certain Shares;
2.7,  Death  of  Optionee;  2.8,  Retirement or Disability; 2.9, Termination for
Other  Reasons; and 2.10, Effect of Exercise, applicable to Stock Options, shall
apply  equally to Reload Options. Said Sections are incorporated by reference in
this  Section  3.6  as  though  fully  set  forth  herein.

     3.7  Alternate  Appreciation  Rights.
          -------------------------------

     (a)  Concurrently  with  the  award  of  any  Stock Option, Incentive Stock
Option  or  Reload  Option  to  purchase one or more shares of Common Stock, the
Committee  may,  subject  to the provisions of the Plan and such other terms and
conditions as the Committee may prescribe, award to the optionee with respect to
each  share  of Common Stock, a related alternate appreciation right ("Alternate
Right"),  permitting  the  optionee  to be paid in appreciation on the option in
lieu  of exercising the option.  Such Alternate Right shall be evidenced in such
form  as  the  Committee  may  from  time  to  time  determine.


<PAGE>
     (b)  An  optionee  who  has been granted Alternate Rights may, from time to
time,  in  lieu of the exercise of an equal number of options, elect to exercise
one  or  more  Alternate  Rights and thereby become entitled to receive from the
Corporation  payment in Common Stock the number of shares determined pursuant to
Sections  3.7(c)  and 3.7(d).  Alternate Rights shall be exercisable only to the
same  extent  and  subject to the same conditions as the options related thereto
are  exercisable,  as  provided  in  this  Plan.  The  Committee  may,  in  its
discretion,  prescribe  additional  conditions  to the exercise of any Alternate
Rights.

     (c)  The  amount  of  payment  to  which an optionee shall be entitled upon
exercise  of  each Alternate Right shall be equal to 100% of the amount, if any,
by  which  the fair market value of a share of Common Stock on the exercise date
exceeds  the fair market value of a share of Common Stock on the date the option
related  to  said  Alternate Rights was granted or became effective, as the case
may  be.

     (d)  The  number  of  shares to be paid shall be determined by dividing the
amount of payment determined pursuant to Section 3.7(c) by the fair market value
of  a  share  of  Common Stock on the exercise date of such Alternate Rights. As
soon  as  practicable  after  exercise,  the  Corporation  shall  deliver to the
optionee a certificate or certificates for such shares of Common Stock. All such
shares  shall  be  issued  with the rights and restrictions specified in Section
2.6.

     (e)  The  exercise  of any Alternate Rights shall cancel an equal number of
Stock  Options,  Incentive  Stock Options, Reload Options and Limited Rights, if
any,  related  to  said  Alternate  Rights.

     (f)  Upon  termination  of optionee's employment (including employment as a
director  of  the  Corporation  after  an  optionee  terminates employment as an
officer or key employee of the Corporation) by reason of permanent disability or
retirement  (as  each  is determined by the Committee), the optionee may, within
six  months  from the date of such termination, exercise any Alternate Rights to
the  extent  such Alternate Rights are exercisable during such six month period.

     (g)  Except as provided in 3.7(f) herein, or except as otherwise determined
by  the  Committee, all Alternate Rights shall terminate upon the termination of
optionee's  employment  or  upon  the  death  of  the  optionee.


     3.8     Limited  Rights.
             ---------------

     (a)  Concurrently  with  or  subsequent  to  the award of any Stock Option,
Incentive  Stock  Option,  Reload  Option or Alternate Right, the Committee may,
subject to the provisions of the Plan and such other terms and conditions as the
Committee  may  prescribe,  award  to the optionee with respect to each share of
Common  Stock,  a  related  limited  right  permitting  the  optionee,  during a
specified limited time period, to be paid the appreciation on the option in lieu
of  exercising  the  option  ("Limited  Right").


<PAGE>
     (b)  Limited  Rights  granted  under the Plan shall be evidenced by written
agreements  in  such  form  as  the  Committee  may from time to time determine.

     (c)  Limited  Rights  are  exercisable in full for a period of seven months
following  a  "Change  in  Control"  of the Corporation (the "Exercise Period");
provided,  however,  that  Limited  Rights  may  not  be  exercised  under  any
circumstances until the expiration of the six-month period following the date of
grant.

     (d)  The  amount of payment to which an optionee shall be entitled upon the
exercise  of  each  Limited  Right shall be equal to 100% of the amount, if any,
which  is  equal  to  the difference between the price per share of Common Stock
covered  by the related option on the date the option was granted and the Market
Value  of  such  Common Stock.  Market Price is defined to be the greater of (i)
the highest price per share of the Corporation's Common Stock paid in connection
with  any  Change  in  Control  and (ii) the Fair Market Value during the 60-day
period  prior  to  the  Change  in  Control.

     (e)  Payment  of  the  amount  to  which  an  optionee is entitled upon the
exercise  of  Limited Rights, as determined pursuant to Section 3.8(d), shall be
made  solely  in  cash.

     (f)  If  Limited  Rights  are exercised, the Stock Options, Incentive Stock
Options,  Reload  Options  and Alternate Rights, if any, related to such Limited
Rights  cease  to  be  exercisable  to  the  extent of the number of shares with
respect  to  which  the  Limited  Rights  were  exercised.  Upon the exercise or
termination  of  the  options,  and  Alternate  Rights,  if any, related to such
Limited Rights, the Limited Rights granted with respect thereto terminate to the
extent  of  the  number  of shares as to which the related options and Alternate
Rights  were  exercised  or  terminated.

     (g)  Upon termination of the optionee's employment (including employment as
a  director  of  the  Corporation  after an optionee terminated employment as an
officer or key employee of the Corporation) by reason of permanent disability or
retirement  (as  each  is determined by the Committee), the optionee may, within
six  months  from  the  date  of  termination, exercise any Limited Right to the
extent  such  Limited  Right  is  exercisable  during  such  six-month  period.

     (h)  Except to the extent provided in Sections 3.8(g) and 3.8(i), or except
as  otherwise  determined by the Committee, all Limited Rights granted under the
Plan  shall  terminate upon the termination of optionee's employment or upon the
death  of  the  optionee.

     (i)  The requirement that an optionee be terminated by reason of retirement
or  permanent  disability  or  be  employed  by  the  Corporation at the time of
exercise  pursuant  to Sections 3.8(g) and 3.8(h) respectively, is waived during
the  Exercise  Period  as to any optionee who was employed by the Corporation at
the  time  of  the  Change  in  Control  and  is  subsequently terminated by the
Corporation  other  than  for  Just  Cause or who voluntarily terminates if such
termination was the result of a good faith determination by the optionee that as
a  result  of  the  Change  in Control he is unable to effectively discharge his
present duties or the duties of the position which he occupied just prior to the
Change  in  Control.


<PAGE>
                                   ARTICLE IV
                                   ----------
                                OTHER PROVISIONS
                                ----------------

     4.1     Rights  of  Eligible  Employees,  Participants  and  Beneficiaries.
             ------------------------------------------------------------------

     (a)  Status  as an Eligible Employee shall not be construed as a commitment
that  any  Award  will  be  made  under  this Plan to an Eligible Employee or to
Eligible  Employees  generally.

     (b)  Nothing contained in this Plan (or in Award Agreements or in any other
documents  related  to  this  Plan or to Options) shall confer upon any Eligible
Employee  or  Participant any right to continue in the employ of the Corporation
or  constitute  any contract or agreement of employment, or interfere in any way
with  the  right  of  the Corporation to reduce such person's compensation or to
terminate  the  employment  of  such  Eligible  Employee or Participant, with or
without  cause,  but  nothing  contained  in  this  Plan or any document related
thereto  shall  affect  any  other contractual right of any Eligible Employee or
Participant.

     (c)   Other  than  by  will  or  the  laws of descent and dis-tribution, no
Incentive  Stock  Option  shall  be  subject  in  any  manner  to  anticipation,
alienation,  sale,  transfer,  assignment, pledge, encumbrance or charge and any
such attempted action shall be void and no such benefit or interest shall be, in
any  manner,  liable  for,  or  subject  to,  debts,  contracts,  liabili-ties,
engagements  or torts of any Eligible Employee, Participant or Beneficiary.  The
Committee shall disregard any attempted transfer, assignment or other alienation
prohibited  by  the  preceding  sentence  and  shall pay or deliver such cash or
shares  of  Common  Stock  in  accordance  with  the  provisions  of  this Plan.

     (d)  No  Participant,  Beneficiary  or  other  person shall have any right,
title  or  interest  in  any  fund or in any specific asset (including shares of
Common  Stock)  of  the  Corporation  by reason of any Option granted hereunder.
Neither  the  provisions  of this Plan (or of any documents related hereto), nor
the  creation  or  adoption  of  this Plan, nor any action taken pursuant to the
provisions  of this Plan shall create, or be construed to create, a trust of any
kind  or  a  fiduciary relationship between the Corporation and any Participant,
Beneficiary  or  other person.  To the extent that a Participant, Beneficiary or
other  person  acquires a right to receive an Option hereunder, such right shall
be  no  greater  than  the  right  of  any  unsecured  general  creditor  of the
Corporation.

     4.2     Adjustments  Upon  Changes  in  Capitalization.
             ----------------------------------------------

     (a)  If  the outstanding shares of Common Stock are increased, decreased or
changed  into,  or  exchanged  for,  a  different  number  or  kind of shares or
securities  of  the  Corporation through a reorganization or merger in which the
Corporation is the surviving entity, or through a combination, recapitalization,
reclassification,  rights  offering,  stock  split,  stock  dividend,  stock
consolidation  or  any  other  change  in  the  corporate structure or shares of
capital stock of the Corporation, an appropriate adjustment shall be made in the
number  and  kind  of  shares  that  may  be  issued  pursuant  to  Options.  A
corresponding  adjustment  to  the consideration payable with respect to Options
granted  prior  to  any  such  change  shall  also be made. Any such adjustment,
however,  shall  be made without change in the total payment, if any, applicable
to  the  portion of the Option not exercised but with a corresponding adjustment
in  the  price  for  each  share.


<PAGE>
     (b)  Upon  the  dissolution  or  liquidation of the Corpora-tion, or upon a
reorganization,  merger  or  consolidation  of  the Corporation with one or more
corporations  as  a  result  of  which  the  Corporation  is  not  the surviving
corporation,  the  Plan  shall  terminate,  and  any  outstanding Options shall,
subject  to  the  provisions  of  Section  4.4,  terminate  and  be  forfeited.
Notwithstanding  the  foregoing,  the  Committee  may  provide  in  writing  in
connection  with, or in contemplation of, any such transaction for any or all of
the  following  alternatives  (separately  or  in  combinations):  (i)  for  the
assumption  by  the  successor corporation of the Options theretofore granted or
the  substitution  by  such corporation for such Options or Options covering the
stock  of  the  successor  corporation,  or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices; (ii) for
the  continuance  of  the  Plan by such successor corporation in which event the
Plan  and  the  Options  shall  continue  in  the  manner and under the terms so
provided;  or (iii) for the payment in cash or shares of Common Stock in lieu of
and  in  complete  satisfaction  of  such  Awards.

     (c)  In  adjusting Options to reflect the changes described in this Section
4.2,  or  in determining that no such adjustment is necessary, the Committee may
rely  upon the advise of independent counsel and accountants of the Corporation,
and  the  determination  of  the  Committee  shall be conclusive.  No fractional
shares  of  stock  shall  be  issued  under  this  Plan  on  account of any such
adjustment.

     4.3     Termination  of  Employment.
             ---------------------------

     (a)  If  the  Participant's  employment  by the Corporation terminates as a
result  of  disability, the Participant or Participant's Personal Representative
may  exercise  any  Option  to  the  extent  it  shall  have become exercisable.

     (b)  If  the  Participant's  employment  by the Corporation terminates as a
result  of death while the Participant is employed by the Corporation (or in the
case  of  Incentive  Stock  Options  was last employed by the Corporation within
three months before his death), the Participant's Option shall be exercisable by
the  Participant's  Beneficiary  as  to  all or any part of the shares of Common
Stock covered thereby to the extent exercisable on the date of death (or earlier
termination).


<PAGE>
     (c)  In the event of termination of employment with the Corporation for any
reason,  other  than  discharge  for  Just  Cause,  the  Committee  may,  in its
discretion,  increase  the  portion of the Participant's Option available to the
Participant,  or  Participant's  Beneficiary  or Personal Representative, as the
case  may  be,  upon  such  terms  as  the  Committee  shall  determine.

     (d)  If  an  entity  ceases to be a Subsidiary, such action shall be deemed
for  purposes  of  this  Section  4.3  to be a termination of employment of each
employee  of  that  entity.

     (e)  Any requirement that an optionee be terminated by reason of retirement
or  permanent  disability  or  be  employed  by  the  Corporation at the time of
exercise  of  an  Option  shall  be  waived during the Exercise Period as to any
optionee  who  (i)  was employed by the Corporation at the time of the Change in
Control  and  (ii)  is subsequently terminated by the Corporation other than for
Just Cause or who voluntarily terminates if such termination was the result of a
good  faith  determination  by  the  optionee  that as a result of the Change in
Control  he  is unable to effectively discharge his present duties or the duties
of  the  position  which  he  occupied  just  prior  to  the  Change in Control.

     4.4     Acceleration  of  Options.  Unless  prior  to  an  Event  the Board
             -------------------------
determines  that, upon its occurrence, there shall be no acceleration of Options
or  determines  those Options which shall be accelerated and the extent to which
they  shall  be  accelerated,  upon the occurrence of an Event each Option shall
become  immediately  exercisable to the full extent theretofore not exercisable;
provided,  however,  that  Options shall not in any event be so accelerated to a
date  less  than six months after the Award Date.  Acceleration of Options shall
comply  with  applicable  regulatory requirements, including without limitation,
Section 422 of the Code.  For purposes of this Section 4.4 only, the Board shall
mean  the  Board  as  constituted  immediately  prior  to  the  Event.

     4.5     Government  Regulations.  This  Plan, the granting of Options under
             -----------------------
this  Plan  and  the  issuance or transfer of shares of Common Stock (and/or the
payment  of  money)  pursuant  thereto are subject to all applicable federal and
state  laws,  rules  and  regulations and to such approvals by any regulatory or
governmental  agency  (including without limitation "no action" positions of the
Commission)  which  may,  in  the  opinion  of  counsel  for the Corporation, be
necessary or advisable in connection therewith.  Without limiting the generality
of the foregoing, no Options may be granted under this Plan, and no shares shall
be  issued by the Corporation, pursuant to any such Option, unless and until, in
each  such  case, all legal requirements applicable to the issuance have, in the
opinion  of  counsel to the Corporation, been complied with.  In connection with
any  stock  issuance  or  transfer,  the  person  acquiring the shares shall, if
requested  by  the  Corporation,  give assurances satisfactory to counsel to the
Corporation  in respect of such matters as the Corporation may deem desirable to
assure  compliance  with  all  applicable  legal  requirements.

     4.6     Tax  Withholding.  Upon  the  disposition by a Participant or other
             ----------------
person  of  shares  of  Common  Stock  acquired  pursuant  to the exercise of an
Incentive  Stock Option prior to satisfaction of the holding period requirements
of Section 422 of the Code, or upon the exercise of a Nonqualified Stock Option,
the  Corporation  shall have the right to require such Participant or such other
person  to  pay  by  cash,  or  certified  or  cashier's  check  payable  to the
Corporation,  the  amount  of any taxes which the Corporation may be required to
withhold  with  respect to such transactions.  The above notwithstanding, in any
case  where  a tax is required to be withheld in connection with the issuance or
transfer  of  shares of Common Stock under this Plan, the Participant may elect,
pursuant  to  such rules as the Committee may establish, to have the Corporation
reduce the number of such shares issued or transferred by the appropriate number
of  shares  to  accomplish  such withholding; provided, the Committee may impose
such  conditions on the payment of any withholding obligation as may be required
to  satisfy  applicable  regulatory  requirements.


<PAGE>
     4.7     Amendment,  Termination,  and  Suspension.
             -----------------------------------------

     (a)  The  Board  may,  at any time, terminate or, from time to time, amend,
modify  or  suspend  this  Plan (or any part hereof). In addition, the Committee
may,  from  time  to  time,  amend  or  modify any provision of this Plan except
Section 4.4 and, with the consent of the Participant, make such modifications of
the  terms  and  conditions  of  such  Participant's  Option  as  it  shall deem
advisable.  The  Committee,  with the consent of the Participant, may also amend
the terms of any Option to provide that the Option price of the shares remaining
subject  to  the original Option shall be reestablished at a price not less than
100%  of  the Fair Market Value of the Common Stock on the effective date of the
amendment. No modification of any other term or provision of any Option which is
amended  in  accordance  with  the  foregoing  shall  be  required, although the
Committee  may,  in  its discretion, make such further modifications of any such
Option  as  are not inconsistent with or prohibited by the Plan.  No Options may
be  granted  during  any  suspension  of  this  Plan  or  after its termination.

     (b)  If  an  amendment  would  (i)  increase the aggregate number of shares
which  may  be  issued  under  this  Plan,  or  (ii)  modify the requirements of
eligibility  for  participation in this Plan, the amendment shall be approved by
the  Board  or  the  Committee  and  by  a  majority  of  the  stockholders.

     (c)  In  the  case  of  Options  issued  before  the  effective date of any
amendment, suspension or termination of this Plan, such amendment, suspension or
termination  of  the  Plan  shall  not, without specific action of the Board and
consent of the Participant, in any way modify, amend, alter or impair any rights
or  obligations  under  any  Option  previously  granted  under  the  Plan.

     4.8     Privileges  of  Stock  Ownership;  Nondistributive  Intent.  A
             ----------------------------------------------------------
Participant  shall not be entitled to the privilege of stock ownership as to any
shares  of  Common  Stock  not  actually  issued  to him.  Upon the issuance and
transfer  of  shares  to  the Participant, unless a registration statement is in
effect  under the Securities Act, relating to such issued and transferred Common
Stock  and there is available for delivery a prospectus meeting the requirements
of  Section  10  of  the  Securities  Act,  the  Common  Stock may be issued and
transferred  to the Participant only if he represents and warrants in writing to
the Corporation that the shares are being acquired for investment and not with a
view  to  the  resale  or  distribution  thereof.  No shares shall be issued and
transferred  unless and until there shall have been full compliance with any the
applicable  regulatory requirements (including those of exchanges upon which any
Common  Stock  of  the  Corporation  may  be  listed).


<PAGE>
     4.9     Effective  Date of the Plan.  This Plan shall be effective upon its
             ---------------------------
approval  by  the  Board,  subject  to  approval  by  the  stockholders  of  the
Corporation  within  12  months  from  the  date  of  such  Board  approval.

     4.10     Term of the Plan.  Unless previously terminated by the Board, this
              ----------------
Plan  shall  terminate at the close of business on June 29, 2004, and no Options
shall  be granted under it thereafter, but such termination shall not affect any
Option  theretofore  granted.

     4.11     Governing Law.  This Plan and the documents evidencing Options and
              -------------
all  other  related  documents shall be governed by, and construed in accordance
with,  the  laws  of the State of Delaware.  If any provision shall be held by a
court  of  competent jurisdiction to be invalid and unenforceable, the remaining
provisions  of  this  Plan  shall  continue  to  be  fully  effective.


<PAGE>