Exhibit 10.8


                	NOODLE KIDOODLE, INC.

              	1994 STOCK INCENTIVE PLAN

          	AS AMENDED THROUGH NOVEMBER 16, 1999


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                	Table of Contents



                                            	Page
	ARTICLE I
	GENERAL
1.1	Purpose	                                  	1
1.2	Administration	                           	1
1.3	Persons Eligible for Awards	              	3
1.4	Types of Awards Under Plan	               	3
1.5	Shares Available for Awards	              	4
1.6	Definitions of Certain Terms	             	6

	ARTICLE II
	AWARDS UNDER THE PLAN
2.1	Agreements Evidencing Awards		             9
2.2	Grant of Stock Options, Stock Appreciation
	  Rights and Dividend Equivalent Rights		     9
2.3	Exercise of Options and Stock Appreciation
	  Rights	                                   	 14
2.4	Termination of Employment; Death		         16
2.5	Grant of Restricted Stock		                18
2.6	Grant of Unrestricted Stock	              	20
2.7	Grant of Restricted Stock Units          		20
2.8	Grant of Performance Shares	              	22

	ARTICLE III
	MISCELLANEOUS
3.1	 Amendment of the Plan; Modification
	     of Awards	                              	24
3.2	 Restrictions	                            	25
3.3	 Nonassignability		                        26
3.4	 Requirement of Notification of Election
	     Under Section 83(b) of the Code	        	27
3.5	 Requirement of Notification Upon
	     Disqualifying Disposition Under
	     Section 421(b) of the Code	             	27
3.6 	Withholding Taxes	                       	27
3.7 	Change in Control; Sale of Assets	       	28
3.8 	Right of Discharge Reserved	             	30
3.9 	Nature of Payments	                      	31
3.10	Non-Uniform Determinations 	             	31
3.11	Other Payments or Awards	                	32

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3.12	Section Headings	                        	32
3.13	Effective Date and Term of Plan	         	32
3.14	Governing Law	                           	33
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	ARTICLE I
	GENERAL
1.1	Purpose
		The purpose of the Noodle Kidoodle Inc. 1994 Stock
Incentive Plan (the "Plan") is to provide to officers, employees,
directors and consultants to Noodle Kidoodle Inc. and its subsid-
iaries (collectively, the "Company") an incentive (a) to enter
into and remain in the service of the Company, (b) to enhance the
long-term performance of the Company, and (c) to acquire a
proprietary interest in the success of the Company.

1.2	Administration

		1.2.1  Subject to Section 1.2.6, the Plan shall be
administered by the Stock Option Committee (the "Committee") of
the board of directors of the Company (the "Board"), which shall
consist of not less than three directors and to which the Board
shall grant power to authorize the issuance of the Company's
capital stock pursuant to awards granted under the Plan.  The
members of the Committee shall be appointed by, and serve at the
pleasure of, the Board. To the extent required for transactions
under the Plan to qualify for the exemptions available under Rule
16b-3 ("Rule 16b-3") promulgated under the Securities Exchange
Act of 1934 (the "1934 Act"), no person may serve on the Commit-

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tee unless at the time of such service he satisfies the defini-
tion of "non-employee director" set forth in paragraph (b)(3) of
Rule 16b-3.  To the extent required for compensation realized
from awards under the Plan to be deductible by the Company
pursuant to Section 162(m) of the Code, members of the Committee
shall be "outside directors" within the meaning thereof.

		1.2.2  The Committee shall have the authority (a) to
exercise all of the powers granted to it under the Plan, (b) to
construe, interpret and implement the Plan and any Plan Agree-
ments executed pursuant to Section 2.1, (c) to prescribe, amend
and rescind rules and regulations relating to the Plan, including
rules governing its own operations, (d) to make all determina-
tions necessary or advisable in administering the Plan, (e) to
correct any defect, supply any omission and reconcile any incon-
sistency in the Plan, and (f) to amend the Plan to reflect
changes in applicable law.

		1.2.3  Actions of the Committee shall be taken by the
vote of a majority of its members.  Any action may be taken by a
written instrument signed by a majority of the Committee members,
and action so taken shall be fully as effective as if it had been
taken by a vote at a meeting.

		1.2.4  The determination of the Committee on all
matters relating to the Plan or any Plan Agreement shall be

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final, binding and conclusive.

	1.2.5  No member of the Committee shall be liable for
any action or determination made in good faith with respect to
the Plan or any award thereunder.

		1.2.6  Notwithstanding anything to the contrary con-
tained herein:  (a) until the Board shall appoint the members of
the Committee, the Plan shall be administered by the Board; (b)
even after appointing the Committee, the Board is empowered to
make any decisions affecting the Plan or its administration; and
(c) the Board may, in its sole discretion, at any time and from
time to time, resolve to administer the Plan.  In any of the
foregoing events, the term "Committee" as used herein shall be
deemed to mean the Board.

1.3	Persons Eligible for Awards

		Awards under the Plan may be made to such officers and
other employees of the Company, to directors of the Company
whether or not employees, and to such consultants to the Company
(collectively, "key persons") as the Committee shall in its sole
discretion select.


1.4	Types of Awards Under Plan


		Awards may be made under the Plan in the form of

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(a) incentive stock options, (b) nonqualified stock options,
(c) stock appreciation rights, (d) dividend equivalent rights,
(e) restricted stock, (f) unrestricted stock, (g) restricted
stock units and (h) performance shares, all as more fully set
forth in Article II.  The term "award" means any of the forego-
ing.  No incentive stock option may be granted to a person who is
not an employee of the Company on the date of grant.

1.5	Shares Available for Awards

		1.5.1  The total number of shares of common stock of
the Company, par value $0.001 per share ("Common Stock"), with
respect to which awards may be granted pursuant to the Plan shall
be 500,000 shares, increased as of the first trading day of each
fiscal year of the Company (the "Adjustment Date") beginning with
February 2, 1998, by a number equal to two percent (2%) of the
total number of shares of Common Stock outstanding on the last
trading day of the immediately preceding fiscal year; provided,
however, that, at the end of each Adjustment Date, the number of
shares subject to then outstanding awards under the Plan and all
other stock-based incentive plans of the Company (the "Stock
Plans"), together with shares then available for future awards
under the Stock Plans, shall not exceed fifteen percent (15%) of
the sum of the number of (i) then outstanding shares of Common
Stock, (ii) shares subject to then outstanding awards under the
Stock Plans, and (iii) shares then available for future awards

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under the Stock Plans.  Notwithstanding the foregoing, no more
than 1,000,000 shares of Common Stock may be transferred upon the
exercise of incentive stock options.  Shares available for award
under the Plan may be authorized but unissued Common Stock or
authorized and issued Common Stock held in the Company's treasury
or acquired by the Company for the purposes of the Plan.  The
Committee may direct that any stock certificate evidencing shares
issued pursuant to the Plan shall bear a legend setting forth
such restrictions on transferability as may apply to such shares
pursuant to the Plan.

		1.5.2  In no event shall the number of shares of Common
Stock subject to options and to stock appreciation rights unre-
lated to options awarded during the term of the Plan to any
employee exceed 400,000 shares.

		1.5.3  If there is any change in the outstanding shares
of Common Stock by reason of a stock dividend or distribution,
stock split-up, recapitalization, combination or exchange of
shares, or by reason of any merger, consolidation, spinoff or
other corporate reorganization in which the Company is the
surviving corporation, the number of shares available for issu-
ance both in the aggregate and with respect to each outstanding
award, and the purchase price per share under outstanding awards,
shall be equitably adjusted by the Committee, whose determination
shall be final, binding and conclusive.  After any adjustment

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made pursuant to this Section 1.5.3, the number of shares subject
to each outstanding award shall be rounded to the nearest whole
number.

		1.5.4  The following shares of Common Stock shall again
become available for awards under the Plan:  any shares subject
to an award under the Plan that remain unissued upon the cancel-
lation or termination of such award for any reason whatsoever;
any shares of restricted stock forfeited pursuant to Section
2.5.5, provided that any dividends paid on such shares are also
forfeited pursuant to Section 2.5.5; and any shares in respect of
which a stock appreciation right is settled for cash.  Except as
provided in this Section 1.5 and in Section 2.2.8, there shall be
no limit on the number or the value of the shares of Common Stock
issuable to any individual under the Plan.

1.6	Definitions of Certain Terms

		1.6.1  The "Fair Market Value" of a share of Common
Stock on any day shall be the last sale price reported for the
principal market for the Common Stock (the "Market") or, if no
reported sales take place on the applicable date, the average of
the high bid and low asked price of Common Stock as reported for
such Market on such date or, if no such quotation is made on such
date, on the next preceding day on which there were quotations,
provided that such quotations shall have been made within the ten
(10) business days preceding the applicable date.  In the event

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that the Fair Market Value of any day cannot be thus determined,
it shall be determined by the Committee.

		1.6.2  The term "incentive stock option" means an
option that is intended to qualify for special federal income tax
treatment pursuant to sections 421 and 422 of the Internal
Revenue Code of 1986 (the "Code"), as now constituted or subse-
quently amended, or pursuant to a successor provision of the
Code, and which is so designated in the applicable Plan Agree-
ment.  Any option that is not specifically designated as an
incentive stock option shall under no circumstances be considered
an incentive stock option.  Any option that is not an incentive
stock option is referred to herein as a "nonqualified stock
option."

		1.6.3  The term "employment" means, in the case of a
grantee of an award under the Plan who is not an employee of the
Company, the grantee's association with the Company as a consul-
tant or otherwise.

		1.6.4  A grantee shall be deemed to have a "termination
of employment" upon ceasing to be employed by the Company and all
of its subsidiaries or by a corporation assuming awards in a
transaction to which section 424(a) of the Code applies.  The
Committee may in its discretion determine (a) whether any leave
of absence constitutes a termination of employment for purposes
of the Plan, (b) the impact, if any, of any such leave of absence

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on awards theretofore made under the Plan, and (c) when a change
in a non-employee's association with the Company constitutes a
termination of employment for purposes of the Plan.  The Commit-
tee shall have the right to determine whether the termination of
a grantee's employment is a dismissal for cause and the date of
termination in such case, which date the Committee may retroac-
tively deem to be the date of the action that is cause for
dismissal.  Such determinations of the Committee shall be final,
binding and conclusive.

		1.6.5  The terms "parent corporation" and "subsidiary
corporation" have the meanings given them in section 424(e) and
(f) of the Code, respectively.

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                       ARTICLE II
                   	AWARDS UNDER THE PLAN

2.1	Agreements Evidencing Awards
		Each award granted under the Plan (except an award of
unrestricted stock) shall be evidenced by a written agreement
("Plan Agreement") which shall contain such provisions as the
Committee may in its sole discretion deem necessary or desirable.
 By accepting an award pursuant to the Plan, a grantee thereby
agrees that the award shall be subject to all of the terms and
provisions of the Plan and the applicable Plan Agreement.

2.2	Grant of Stock Options, Stock Appreciation
	Rights and Dividend Equivalent Rights

		2.2.1  The Committee may grant incentive stock options
and nonqualified stock options (collectively, "options") to
purchase shares of Common Stock from the Company, to such key
persons, and in such amounts and subject to such terms and
conditions, as the Committee shall determine in its sole discre-
tion, subject to the provisions of the Plan.

		2.2.2  The Committee may grant stock appreciation
rights to such key persons, and in such amounts and subject to
such terms and conditions, as the Committee shall determine in
its sole discretion, subject to the provisions of the Plan.

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Stock appreciation rights may be granted in connection with all
or any part of, or independently of, any option granted under the
Plan.  A stock appreciation right granted in connection with a
nonqualified stock option may be granted at or after the time of
grant of such option.  A stock appreciation right granted in
connection with an incentive stock option may be granted only at
the time of grant of such option.

		2.2.3  The grantee of a stock appreciation right shall
have the right, subject to the terms of the Plan and the applica-
ble Plan Agreement, to receive from the Company an amount equal
to (a) the excess of the Fair Market Value of a share of Common
Stock on the date of exercise of the stock appreciation right
over (b) the Fair Market Value of a share of Common Stock on the
date of grant (or over the option exercise price if the stock
appreciation right is granted in connection with an option),
multiplied by (c) the number of shares with respect to which the
stock appreciation right is exercised.  Payment upon exercise of
a stock appreciation right shall be in cash or in shares of
Common Stock (valued at their Fair Market Value on the date of
exercise of the stock appreciation right) or both, all as the
Committee shall determine in its sole discretion.  Upon the
exercise of a stock appreciation right granted in connection with
an option, the number of shares subject to the option shall be
reduced by the number of shares with respect to which the stock
appreciation right is exercised.  Upon the exercise of an option

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in connection with which a stock appreciation right has been
granted, the number of shares subject to the stock appreciation
right shall be reduced by the number of shares with respect to
which the option is exercised.

		2.2.4  Each Plan Agreement with respect to an option
shall set forth the amount (the "option exercise price") payable
by the grantee to the Company upon exercise of the option evi-
denced thereby.  The option exercise price per share shall be
determined by the Committee in its sole discretion; provided,
however, that the option exercise price shall be at least 75%
(100% in the case of an incentive stock option) of the Fair
Market Value of a share of Common Stock on the date the option is
granted.

		2.2.5  Each Plan Agreement with respect to an option or
stock appreciation right shall set forth the periods during which
the award evidenced thereby shall be exercisable, whether in
whole or in part.  Such periods shall be determined by the
Committee in its sole discretion; provided, however, that no
option or stock appreciation right shall be exercisable more than
10 years after the date of grant, and provided further that
except as and to the extent that the Committee may otherwise
provide pursuant to Section 3.1.3 or 3.7, no option or stock
appreciation right shall be exercisable prior to the first
anniversary of the date of grant.

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		2.2.6  The Committee may in its sole discretion include
in any Plan Agreement with respect to an option (the "original
option") a provision that an additional option (the "additional
option") shall be granted to any grantee who, pursuant to Section
2.3.5(b), delivers shares of Common Stock in partial or full
payment of the exercise price of the original option.  The
additional option shall be for a number of shares of Common Stock
equal to the number thus delivered, shall have an exercise price
equal to the Fair Market Value of a share of Common Stock on the
date of exercise of the original option, and shall have an
expiration date no later than the expiration date of the original
option.  In the event that a Plan Agreement provides for the
grant of an additional option, such Agreement shall also provide
that the exercise price of the original option be no less than
the Fair Market Value of a share of Common Stock on its date of
grant, and that any shares that are delivered pursuant to Section
2.3.5(b) in payment of such exercise price shall have been held
for at least six months.

		2.2.7  The Committee may in its sole discretion include
in any Plan Agreement with respect to an option, stock apprecia-
tion right or performance shares a dividend equivalent right
entitling the grantee to receive amounts equal to the ordinary
dividends that would be paid, during the time such award is out-
standing and unexercised, on the shares of Common Stock covered
by such award if such shares were then outstanding.  In the event

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such a provision is included in a Plan Agreement, the Committee
shall determine whether such payments shall be made in cash or in
shares of Common Stock, whether they shall be conditioned upon
the exercise of the award to which they relate, the time or times
at which they shall be made, and such other terms and conditions
as the Committee shall deem appropriate.

		2.2.8  To the extent that the aggregate Fair Market
Value (determined as of the time the option is granted) of the
stock with respect to which incentive stock options are first
exercisable by any employee during any calendar year shall exceed
$100,000, or such higher amount as may be permitted from time to
time under section 422 of the Code, such options shall be treated
as nonqualified stock options.  In applying this provision, there
shall be taken into account solely incentive stock options
granted after December 31, 1986 to the employee under this Plan
and under all other plans of the Company and any subsidiary
thereof.

		2.2.9  Notwithstanding the provisions of Sections 2.2.4
and 2.2.5, an incentive stock option may not be granted under the
Plan to an individual who, at the time the option is granted,
owns stock possessing more than 10% of the total combined voting
power of all classes of stock of his employer corporation or of
its parent or subsidiary corporations (as such ownership may be
determined for purposes of section 422(b)(6) of the Code) unless

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(a) at the time such incentive stock option is granted the option
exercise price is at least 110% of the Fair Market Value of the
shares subject thereto and (b) the incentive stock option by its
terms is not exercisable after the expiration of 5 years from the
date it is granted.

2.3	Exercise of Options and Stock Appreciation Rights
		Subject to the provisions of this Article II, each
option or stock appreciation right granted under the Plan shall
be exercisable as follows:

		2.3.1  Unless the applicable Plan Agreement otherwise
provides, an option or stock appreciation right shall become
exercisable in four substantially equal installments, the first
of which shall become exercisable on the first anniversary of the
date of grant and the remaining three of which shall become
exercisable, respectively, on the second, third and fourth
anniversaries of the date of grant.

		2.3.2  Unless the applicable Plan Agreement otherwise
provides, once an installment becomes exercisable, it shall
remain exercisable until expiration, cancellation or termination
of the award.

		2.3.3  Unless the applicable Plan Agreement otherwise
provides, an option or stock appreciation right may be exercised
from time to time as to all or part of the shares as to which

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such award is then exercisable.  A stock appreciation right
granted in connection with an option may be exercised at any time
when, and to the same extent that, the related option may be
exercised.

		2.3.4  An option or stock appreciation right shall be
exercised by the filing of a written notice with the Company, on
such form and in such manner as the Committee shall in its sole
discretion prescribe.

		2.3.5  Any written notice of exercise of an option
shall be accompanied by payment for the shares being purchased.
Such payment shall be made:  (a) by certified or official bank
check (or the equivalent thereof acceptable to the Company) for
the full option exercise price; or (b) with the consent of the
Committee, by delivery of shares of Common Stock acquired prior
to the option exercise date and having a Fair Market Value
(determined as of the exercise date) equal to all or part of the
option exercise price and a certified or official bank check (or
the equivalent thereof acceptable to the Company) for any remain-
ing portion of the full option exercise price; or (c) at the
discretion of the Committee and to the extent permitted by law,
by such other provision, consistent with the terms of the Plan,
as the Committee may from time to time prescribe.

		2.3.6  Promptly after receiving payment of the full
option exercise price, or after receiving notice of the exercise

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of a stock appreciation right for which payment will be made
partly or entirely in shares, the Company shall, subject to the
provisions of Section 3.2, deliver to the grantee or to such
other person as may then have the right to exercise the award, a
certificate or certificates for the shares of Common Stock for
which the award has been exercised.  If the method of payment
employed upon option exercise so requires, and if applicable law
permits, an optionee may direct the Company to deliver the
certificate(s) to the optionee's stockbroker.

		2.3.7  No grantee of an option or stock appreciation
right (or other person having the right to exercise such award)
shall have any of the rights of a stockholder of the Company with
respect to shares subject to such award until the issuance of a
stock certificate to such person for such shares.  Except as
otherwise provided in Section 1.5.2, no adjustment shall be made
for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property)
for which the record date is prior to the date such stock certif-
icate is issued.

2.4	Termination of Employment; Death

		2.4.1  Except to the extent otherwise provided in
Section 2.4.2 or 2.4.3 or in the applicable Plan Agreement, all
options and stock appreciation rights not theretofore exercised
shall terminate upon termination of the grantee's employment for

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any reason (including death).

 2.4.2  If a grantee's employment terminates for any
reason other than death or dismissal for cause, the grantee may
exercise any outstanding option or stock appreciation right on
the following terms and conditions:  (a) exercise may be made
only to the extent that the grantee was entitled to exercise the
award on the date of employment termination; and (b) exercise
must occur within 30 days after employment terminates; provided,
however, that such 30-day period may be increased in the discre-
tion of the Committee to up to 1 year after employment termi-
nates; provided further, that in no event may any exercise occur
after the expiration date of the award as set forth in the Plan
Agreement.

	2.4.3  If a grantee dies while employed by the Company
or any subsidiary, or after employment termination but during the
period in which the grantee's awards are exercisable pursuant to
Section 2.4.2, any outstanding option or stock appreciation right
shall be exercisable on the following terms and conditions:
(a) exercise may be made only to the extent that the grantee was
entitled to exercise the award on the date of death; and
(b) exercise must occur by the earlier of the first anniversary
of the grantee's death or the expiration date of the award as set
forth in the Plan Agreement.  Any such exercise of an award
following a grantee's death shall be made only by the grantee's

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executor or administrator, unless the grantee's will specifically
disposes of such award, in which case such exercise shall be made
only by the recipient of such specific disposition.  If a
grantee's personal representative or the recipient of a specific
disposition under the grantee's will shall be entitled to exer-
cise any award pursuant to the preceding sentence, such represen-
tative or recipient shall be bound by all the terms and condi-
tions of the Plan and the applicable Plan Agreement which would
have applied to the grantee including, without limitation, the
provisions of Sections 3.2 and 3.7 hereof.

2.5	Grant of Restricted Stock

		2.5.1  The Committee may grant restricted shares of
Common Stock to such key persons, in such amounts, and subject to
such terms and conditions as the Committee shall determine in its
sole discretion, subject to the provisions of the Plan.  Re-
stricted stock awards may be made independently of or in connec-
tion with any other award under the Plan.  A grantee of a re-
stricted stock award shall have no rights with respect to such
award unless such grantee accepts the award within such period as
the Committee shall specify by executing a Plan Agreement in such
form as the Committee shall determine and, if the Committee shall
so require, makes payment to the Company by certified or official
bank check (or the equivalent thereof acceptable to the Company)
in such amount as the Committee may determine.


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		2.5.2  Promptly after a grantee accepts a restricted
stock award, the Company shall issue to the grantee a certificate
or certificates for the shares of Common Stock covered by the
award.  Upon the issuance of such certificate(s), the grantee
shall have the rights of a stockholder with respect to the
restricted stock, subject also to the nontransferability restric-
tions and Company repurchase rights described in Sections 2.5.4
and 2.5.5, subject also in the Committee's discretion to a
requirement that any dividends paid on such shares shall be held
in escrow until all restrictions on such shares have lapsed, and
subject also to any other restrictions and conditions contained
in the applicable Plan Agreement.

		2.5.3  Unless the Committee shall otherwise determine,
any certificate issued evidencing shares of restricted stock
shall remain in the possession of the Company until such shares
are free of any restrictions specified in the applicable Plan
Agreement.

		2.5.4  Shares of restricted stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or dis-
posed of except as specifically provided in this Plan or the
applicable Plan Agreement.  The Committee at the time of grant
shall specify the date or dates (which may depend upon or be
related to the attainment of performance goals and other condi-
tions) on which the nontransferability of the restricted stock

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shall lapse.

		2.5.5  During the 90 days following termination of the
grantee's employment for any reason, the Company shall have the
right to require the return of any shares to which restrictions
on transferability apply, in exchange for which the Company shall
repay to the grantee (or the grantee's estate) any amount paid by
the grantee for such shares.  In the event that the Company
requires such a return of shares, it shall also have the right to
require the return of all dividends paid on such shares, whether
by termination of any escrow arrangement under which such divi-
dends are held, or otherwise.

2.6	Grant of Unrestricted Stock

		The Committee may grant (or sell at a purchase price at
least equal to par value) shares of Common Stock free of restric-
tions under the Plan, to such key persons and in such amounts as
the Committee shall determine in its sole discretion.  Shares may
be thus granted or sold in respect of past services or other
valid consideration.

2.7	Grant of Restricted Stock Units


		2.7.1  The Committee may grant awards of restricted
stock units to such key persons, in such amounts, and subject to
such terms and conditions as the Committee shall determine in its

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sole discretion, subject to the provisions of the Plan.  Re-
stricted stock units may be awarded independently of or in
connection with any other award under the Plan.


		2.7.2  At the time of grant, the Committee shall
specify the date or dates on which the restricted stock units
shall become fully vested and nonforfeitable, and may specify
such conditions to vesting as it deems appropriate. In the event
of the termination of the grantee's employment by the Company and
its subsidiaries for any reason, restricted stock units that have
not become nonforfeitable shall be forfeited and cancelled.  The
Committee at any time may accelerate vesting dates and otherwise
waive or amend any conditions of an award of restricted stock
units.


		2.7.3  At the time of grant, the Committee shall
specify the maturity date applicable to each grant of restricted
stock units, which may be determined at the election of the
grantee.  Such date may be later than the vesting date or dates
of the award.  On the maturity date, the Company shall transfer
to the grantee one unrestricted, fully transferable share of
Common Stock for each restricted stock unit scheduled to be paid
out on such date and not previously forfeited.  The Committee
shall specify the purchase price, if any, to be paid by the
grantee to the Company for such shares of Common Stock.

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2.8 Grant of Performance Shares

 2.8.1  The Committee may grant performance share awards
to such key persons, and in such amounts and subject to such
terms and conditions, as the Committee shall in its sole discre-
tion determine, subject to the provisions of the Plan.  Such an
award shall entitle the grantee to acquire shares of Common
Stock, or to be paid the value thereof in cash, as the Committee
shall determine, if specified performance goals are met.  Perfor-
mance shares may be awarded independently of or in connection
with any other award under the Plan.  A grantee shall have no
rights with respect to a performance share award unless such
grantee accepts the award by executing a Plan Agreement at such
time and in such form as the Committee shall determine.

	2.8.2  The grantee of a performance share award will
have the rights of a shareholder only as to shares for which a
certificate has been issued pursuant to the award and not with
respect to any other shares subject to the award.

		2.8.3  Except as may otherwise be provided by the
Committee at any time prior to termination of employment, the
rights of a grantee of a performance share award shall auto-
matically terminate upon the grantee's termination of employment
for any reason.

		2.8.4  At the discretion of the Committee, the applica-

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<PAGE>
ble Plan Agreement may set out the procedures to be followed in
exercising a performance share award or it may provide that such
exercise shall be made automatically after satisfaction of the
applicable performance goals.

		2.8.5  Except as otherwise specified by the Committee,
(a) a performance share award granted in tandem with an option
may be exercised only while the option is exercisable, (b) the
exercise of a performance share award granted in tandem with any
other award shall reduce the number of shares subject to such
other award in the manner specified in the applicable Plan
Agreement, and (c) the exercise of any award granted in tandem
with a performance share award shall reduce the number of shares
subject to the latter in the manner specified in the applicable
Plan Agreement.

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<PAGE>

                           	ARTICLE III
	                          MISCELLANEOUS

3.1	Amendment of the Plan; Modification of Awards

		3.1.1  The Board may from time to time suspend, discon-
tinue, revise or amend the Plan in any respect whatsoever, except
that no such amendment shall materially impair any rights or
materially increase any obligations under any award theretofore
made under the Plan without the consent of the grantee (or, upon
the grantee's death, the person having the right to exercise the
award).  For purposes of this Section 3.1, any action of the
Board or the Committee that alters or affects the tax treatment
of any award shall not be considered to materially impair any
rights of any grantee.


		3.1.2  Shareholder approval of amendments shall be
obtained to the extent necessary to comply with section 422 of
the Code or other applicable law or regulations.


		3.1.3  The Committee may amend any outstanding Plan
Agreement, including, without limitation, by amendment which
would (a) accelerate the time or times at which the award becomes
unrestricted or may be exercised, (b) waive or amend the opera-
tion of Plan provisions respecting award exercise after termina-
tion of employment, (c) waive or amend any goals, restrictions or

                                   24
<PAGE>
conditions set forth in the Agreement, or (d) extend the sched-
uled expiration date of the award.  However, any such cancella-
tion or amendment (other than an amendment pursuant to Section
3.7.2) that materially impairs the rights or materially increases
the obligations of a grantee under an outstanding award shall be
made only with the consent of the grantee (or, upon the grantee's
death, the person having the right to exercise the award).

3.2	Restrictions

		3.2.1  If the Committee shall at any time determine
that any Consent (as hereinafter defined) is necessary or desir-
able as a condition of, or in connection with, the granting of
any award under the Plan, the issuance or purchase of shares or
other rights thereunder, or the taking of any other action
thereunder (each such action being hereinafter referred to as a
"Plan Action"), then such Plan Action shall not be taken, in
whole or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Committee.
		3.2.2  The term "Consent" as used herein with respect
to any Plan Action means (a) any and all listings, registrations
or qualifications in respect thereof upon any securities exchange
or under any federal, state or local law, rule or regulation,
(b) any and all written agreements and representations by the
grantee with respect to the disposition of shares, or with
respect to any other matter, which the Committee shall deem

                           25
<PAGE>
necessary or desirable to comply with the terms of any such
listing, registration or qualification or to obtain an exemption
from the requirement that any such listing, qualification or
registration be made and (c) any and all consents, clearances and
approvals in respect of a Plan Action by any governmental or
other regulatory bodies.

3.3	Nonassignability

		To the extent necessary for compliance with section 422
of the Code, no award or right granted to any person under the
Plan or under any Plan Agreement shall be assignable or transfer-
able, and rights granted under the Plan shall be exercisable
during the life of the grantee only by the grantee or the
grantee's legal representative.  No assignment or transfer may be
made without the consent of the Committee.

3.4	Requirement of Notification of Election
    	Under Section 83(b) of the Code

		If any grantee shall, in connection with the acquisi-
tion of shares of Common Stock under the Plan, make the election
permitted under section 83(b) of the Code (i.e., an election to
include in gross income in the year of transfer the amounts
specified in section 83(b)), such grantee shall notify the
Company of such election within 10 days of filing notice of the
election with the Internal Revenue Service, in addition to any
filing and notification required pursuant to regulations issued

                                 26
<PAGE>
under the authority of Code section 83(b).

3.5	Requirement of Notification Upon Disqualifying
   	Disposition Under Section 421(b) of the Code

     Each Plan Agreement with respect to an incentive stock
option shall require the grantee to notify the Company of any
disposition of shares of Common Stock issued pursuant to the
exercise of such option under the circumstances described in
section 421(b) of the Code (relating to certain disqualifying
dispositions), within 10 days of such disposition.

3.6	Withholding Taxes

		3.6.1  Whenever cash is to be paid pursuant to an award
under the Plan, the Company shall be entitled to deduct therefrom
an amount sufficient in its opinion to satisfy all federal, state
and other governmental tax withholding requirements related to
such payment.

		3.6.2  Whenever shares of Common Stock are to be deliv-
ered pursuant to an award under the Plan, the Company shall be
entitled to require as a condition of delivery that the grantee
remit to the Company an amount sufficient in the opinion of the
Company to satisfy all federal, state and other governmental tax
withholding requirements related thereto.  With the approval of
the Committee, which it shall have sole discretion to grant, the
grantee may satisfy the foregoing condition by electing to have

                                 27
<PAGE>
the Company withhold from delivery shares having a value equal to
the amount of tax to be withheld.  Such shares shall be valued at
their Fair Market Value on the date as of which the amount of tax
to be withheld is determined.  Fractional share amounts shall be
settled in cash.  Such a withholding election may be made with
respect to all or any portion of the shares to be delivered
pursuant to an award.

3.7	Change in Control; Sale of Assets


		3.7.1  The Committee may determine, in its discretion,
and may provide in any Plan Agreement that, in the event of a
Change in Control, all outstanding options granted under this
Plan shall be fully vested and immediately exercisable.  The
Committee shall in its discretion determine the treatment of
other outstanding awards upon a Change in Control.  For purposes
of this Section 3.7, Change in Control means:  (i) the acquisi-
tion (directly or indirectly) by any person, entity, or group of
more than twenty-five percent (25%) of the outstanding voting
stock of the Company (acquisition shall include accumulation in
one or more transactions, including, without limitation, any
issuance, transfer or purchase of stock, reclassification of
securities, stock split, stock dividend or distribution, reverse
stock split, recapitalization, merger or consolidation with
subsidiaries, and any transaction which has the direct or indi-
rect effect of increasing the proportionate share of the out-

                              28
<PAGE>
standing voting stock of the Corporation held by such person,
entity or group); or (ii) the individuals who constitute the
Board at the date of adoption of this Plan, or individuals
nominated or elected by more than two-thirds of such individuals
to replace any of such individuals, or their successors similarly
nominated or elected no longer constitute a majority of the
members of the Board.


		3.7.2 	The Committee or the Board may determine
that, in connection with any proposed sale or conveyance of all
or substantially all of the property and assets of the Company or
of any proposed consolidation or merger of the Company (unless
the Company shall be the surviving corporation in such merger),
the Company will give written notice to the holder of any option
that his option may be exercised only within thirty (30) days
after the date of such notice but not thereafter, and all rights
under said option which shall not have been so exercised shall
terminate at the expiration of such thirty (30) days, provided
that the proposed sale, conveyance, consolidation or merger to
which such notice shall relate shall be consummated within six
(6) months after the date of such notice.  In the event such
notice shall have been given, any such option may be exercised
either in whole or in part notwithstanding the vesting schedule
of such option.  If such proposed sale, conveyance, consolidation
or merger shall not be consummated within the time specified

                                  29
<PAGE>
above, no unexercised rights under any option shall be affected
by such notice except that such option may not be exercised
between the date of expiration of such thirty (30) days and the
date of the expiration of such six (6) months.

		3.7.3	Subject to the provisions of Section
3.7.2 hereof, the rights granted to acquire Common Stock
pursuant to this Plan shall, upon the occurrence of any sale
or conveyance of all or substantially all of the property
and assets of the Company or any consolidation, merger or
similar business combination transaction involving the
Company, attach to (and, thus be converted into the right to
receive without any action on the part of the Company or any
other person), such number or amount and kind of securities,
cash or other property and assets as the holder of such
option would have been entitled to receive as a result of
the transaction in respect of the shares of Common Stock
issuable upon exercise of such option had the option been
exercised immediately prior to the consummation of such
transaction.

3.8 Right of Discharge Reserved

		Nothing in the Plan or in any Plan Agreement shall
confer upon any grantee the right to continue in the employ
of the Company or affect any right which the Company may

                             30
<PAGE>
have to terminate such employment.

3.9	Nature of Payments

		3.9.1  Any and all grants of awards and issuances of
shares of Common Stock under the Plan shall be in consideration
of services performed for the Company by the grantee.

		3.9.2  All such grants and issuances shall constitute a
special incentive payment to the grantee and shall not be taken
into account in computing the amount of salary or compensation of
the grantee for the purpose of determining any benefits under any
pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or under any agreement between
the Company and the grantee, unless such plan or agreement
specifically provides otherwise.

3.10  Non-Uniform Determinations

		The Committee's determinations under the Plan need not
be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, awards under the Plan
(whether or not such persons are similarly situated).  Without
limiting the generality of the foregoing, the Committee shall be
entitled, among other things, to make non-uniform and selective
determinations, and to enter into non-uniform and selective Plan
agreements, as to (a) the persons to receive awards under the
Plan, (b) the terms and provisions of awards under the Plan, and

                               31
<PAGE>
(c) the treatment of leaves of absence pursuant to Section 1.6.4.

3.11  Other Payments or Awards

		Nothing contained in the Plan shall be deemed in any
way to limit or restrict the Company from making any award or
payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.

3.12  Section Headings

		The section headings contained herein are for the
purpose of convenience only and are not intended to define or
limit the contents of said sections.

3.13  Effective Date and Term of Plan

		3.13.1  The Plan was adopted by the Board on April 26,
1994, subject to approval by the Company's shareholders.  All
awards under the Plan prior to such shareholder approval are
subject in their entirety to such approval.  If such approval is
not obtained prior to the first anniversary of the date of
adoption of the Plan, the Plan and all awards thereunder shall
terminate on that date.

		3.13.2  Unless sooner terminated by the Board, the
provisions of the Plan respecting the grant of incentive stock
options shall terminate on the tenth anniversary of the adoption
of the Plan by the Board, and no incentive stock option awards

                                32
<PAGE>
shall thereafter be made under the Plan.  All such awards made
under the Plan prior to its termination shall remain in effect
until such awards have been satisfied or terminated in accordance
with the terms and provisions of the Plan and the applicable Plan
Agreements.

3.14  Governing Law

		All rights and obligations under the Plan shall be
construed and interpreted in accordance with the laws of the
State of New York, without giving effect to principles of con-
flict of laws.

                                  33