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                                                                EXHIBIT (10)(d)



                                                        As Amended and Restated
                                                      through November 30, 1995


                             HUNT MANUFACTURING CO.

                     1993 STOCK OPTION AND STOCK GRANT PLAN
                     --------------------------------------


                  1.  Purpose.

                  The 1993 Stock Option and Stock Grant Plan (the "Plan") is
designed to enable Hunt Manufacturing Co. (the "Company") and its subsidiaries
to attract and retain capable officers and key management level employees and to
provide an inducement to such personnel to promote the best interests of the
Company and its subsidiaries by enabling and encouraging them, through the grant
of incentive and nonqualified stock options ("Options") and/or stock ("Stock
Grants") to acquire stock in the Company.

                  As used in the Plan, the term "incentive stock options" means
options which, at the time such options are granted under the Plan, qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") and are designated as incentive
stock options in the Option Agreement (as hereinafter defined). The term
"nonqualified stock options" means options which, at the time such options are
granted, do not qualify as incentive stock options and are designated as
nonqualified stock options in the Option Agreement. The term "subsidiary" means
any corporation which, at the time an Option is granted or Stock Grant is made
under the Plan, qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 424(f) of the Code, or any similar
provision hereafter enacted, except that such term shall not include any
corporation which is classified as a foreign corporation pursuant to Section
7701 of the Code.

                  2.  Administration.

                  The Plan shall be administered by the Company's Compensation
Committee (the "Committee") which shall consist of not less than three directors
of the Company who shall be appointed by, and shall serve at the pleasure of,
the Company's Board of Directors (the "Board"). Each member of the Committee,
while serving as such, shall be deemed to be acting in his/her capacity as a
director of the Company. Except to the extent otherwise permitted under Section
16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules




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and regulations thereunder, no member of the Committee shall be, at the time of
service on the Committee hereunder, or shall have been at any time within one
year prior thereto, eligible to receive equity securities (within the meaning of
Rule 16a-1(d) under the Exchange Act) under the Plan or any other plan of the
Company or any of its affiliates.

                  The Committee shall have full authority to construe and
interpret the Plan and, subject to the provisions of the Plan: to establish,
amend, and rescind appropriate rules and regulations relating to the Plan; to
take such action as may be appropriate or necessary to insure the continued
qualification of any incentive stock options granted under the Plan; to select
the persons to whom Options will be granted and/or Stock Grants made under the
Plan; to grant Options and make Stock Grants and set the date of grant and other
terms and conditions thereof; to make recommendations to the Board; and to take
all such steps and make all such determinations in connection with the Plan and
the Options granted and the Stock Grants made hereunder as it may deem necessary
or advisable. All such rules, regulations, determinations, and interpretations
of the Committee shall be final, conclusive, and binding on all persons.

                  3.  Stock Subject to the Plan.

                  Subject to the provisions of Section 8, up to an aggregate
maximum of 1,750,000 of the Company's Common Shares, par value $.10 per share
("Shares"), shall be authorized for the grant of Options and/or Stock Grants
under the Plan, provided that, of such amount, not more than 525,000 Shares
shall be available for Stock Grants. Shares issuable under the Plan may be
authorized but unissued Shares or reacquired Shares, as the Board shall
determine. If any Option granted under the Plan expires or otherwise terminates,
in whole or in part, without having been exercised, or if any Stock Grant
hereunder is terminated, in whole or in part, the Shares subject to the
unexercised portion of such Option and the unvested Shares covered by such Stock
Grant shall be available for the granting of Options and Stock Grants under the
Plan as fully as if such Shares had never been subject to an Option or a Stock
Grant.

                  4.  Eligibility.

                  Those persons eligible to participate in the Plan shall be the
officers and other key management level employees of the Company and any of its
subsidiaries ("Eligible Employees"), including directors who are also officers
or key management level employees of the Company or any of its subsidiaries.
Independent consultants who perform consulting services for the Company and any
of its subsidiaries ("Consultants") shall also be eligible to participate.
Incentive stock options, nonqualified stock options, or Shares, or a combination
thereof, may be granted under the Plan to an Eligible Employee, and nonqualified


                                       -2-


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stock options and Shares, or a combination thereof, but not incentive stock
options, may be granted under the Plan to a Consultant. In making any
determination as to whether a given employee or Consultant shall receive a grant
under the Plan, and in determining the size and nature of any such grant, the
Committee shall take into account the duties of such employee or Consultant,
his/her past, present, and potential contributions to the success of the Company
and its subsidiaries, and such other factors as the Committee shall deem
relevant in accomplishing the purposes of the Plan.

                  5.  Grants, Terms and Conditions of Options.

                  From time to time until the expiration or earlier termination
of the Plan, the Committee may grant to Eligible Employees and/or Consultants
("Optionees") under the Plan such incentive and/or nonqualified stock options as
it determines are warranted; provided, however, that grants of incentive and
nonqualified options shall be separate and not in tandem; and provided further
that incentive stock options shall not be granted to Consultants. Options
granted pursuant to the Plan shall be in such form as the Committee, from time
to time, shall approve, and shall be subject to the following terms and
conditions:

                           (a) Price. Except as provided in Subsection (j), the
         price per Share under each Option granted under the Plan shall be
         determined and fixed by the Committee in its discretion but shall not
         be less than the higher of 100 percent of the Fair Market Value of the
         Shares or the par value thereof on the date of grant of such Option. As
         used in the Plan, the term "Fair Market Value" shall mean: (i) if the
         principal market for the Shares is a registered securities exchange,
         the mean between the highest and lowest quoted selling prices of such
         Shares on the date of grant, or, if there are no such reported sales on
         that date, then on the last previous date (within a reasonable period
         prior to the date of grant) on which there were such reported sales; or
         (ii) such other method of determining fair market value as shall be
         authorized by the Code, or the rules or regulations thereunder, and
         adopted by the Committee.

                           (b) Term. Subject to earlier termination as provided
         in Subsections (c) through (g) and in Section 8, and except as
         otherwise provided in Subsection (j), the term of each Option shall not
         be less than two nor more than ten years from the date of grant.

                           (c) Exercise and Payment. Options shall be
         exercisable in such installments and on such dates, not less than one
         year from the date of grant, as the Committee may specify. Except as
         otherwise expressly provided in the Plan, Options shall be exercisable
         by an Optionee only while he/she remains in the employment of the
         

                                       -3-


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         Company or a subsidiary. Any Option Shares, the right to the purchase
         of which has accrued, may be purchased at any time up to the expiration
         or termination of the Option. Options may be exercised, in whole or in
         part, from time to time, by giving written notice of exercise to the
         Company at its principal office, specifying the number of Shares to be
         purchased and accompanied by payment in full of the aggregate purchase
         price for such Shares. Only full shares shall be issued, and any
         fractional share which might otherwise be issuable upon exercise of an
         Option granted hereunder shall be forfeited. The purchase price of
         Option Shares shall be payable: (i) in cash or its equivalent; (ii) if
         the Committee, in its discretion, permits, in whole or in part through
         the surrender or delivery of Shares previously acquired by the Optionee
         (provided that if such Shares are statutory option stock, as defined in
         Section 424(c)(3) of the Code, such Shares have been held by the
         Optionee for a period which is not less than the holding period
         described in Section 422(a)(1) or 423(a)(1) of the Code, as
         applicable); (iii) if and to the extent the Committee, in its
         discretion, permits, in whole or in part through the surrender or
         delivery of Shares newly acquired by the Optionee upon exercise of such
         Option (which surrender or delivery shall constitute a disqualifying
         disposition in the case of an Option which is an incentive stock
         option); or (iv) if and to the extent the Committee, in its discretion,
         permits, by delivering a properly executed notice of exercise of the
         Option to the Company and a broker, with irrevocable instructions to
         the broker promptly to deliver to the Company the amount of sale or
         loan proceeds necessary to pay the exercise price of the Option (the
         sale of Shares pursuant to such instructions shall constitute a
         disqualifying disposition in the case of an Option which is an
         incentive stock option). In the event such purchase price is paid, in
         whole or in part, with Shares, the portion of the purchase price so
         paid shall be equal to the Fair Market Value, on the date of exercise
         of the Option, of the Shares surrendered or delivered in payment of
         such purchase price.

                           (d) Termination of Optionee's Employment. If an
         Optionee's employment by the Company and its subsidiaries is terminated
         prior to the expiration date of his/her Option by either party for any
         reason, with or without cause, other than by reason of death,
         disability, or retirement (as provided in Subsections (e), (f), and
         (g)), such Option shall terminate immediately upon such termination of
         employment, provided that the Committee, in its discretion, may extend
         the period for exercise following any such termination of employment,
         to the extent of the number of Shares with respect to which the
         Optionee could have exercised it on the date of such termination, for
         up to three months, but not beyond the expiration date of such Option.
         Notwithstanding the foregoing, in the event an Optionee's employment is
         

                                       -4-



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         terminated as contemplated in this Subsection and Options held by
         him/her have not yet become exercisable in accordance with their terms,
         the Committee, in its discretion, may allow all or a part of such
         Options to be exercised pursuant to this Subsection, provided that such
         Options have been outstanding for at least one year at the time of the
         Optionee's termination of employment. For purposes of the Plan, a leave
         of absence of one year or less which has been expressly approved by the
         Board shall not be deemed to constitute a termination of employment. A
         leave of absence longer than one year shall be deemed to constitute a
         termination of employment, unless the Committee determines otherwise.
         For purposes of this Section 5, an Optionee who is a Consultant shall
         be deemed to have terminated employment if such person's consulting
         relationship with the Company and its subsidiaries is terminated.

                           (e) Death of Optionee. If an Optionee's employment is
         terminated (within the meaning of Subsection (d)) by reason of his/her
         death prior to the expiration of his/her Option, or if an Optionee
         shall die following his/her termination of employment but prior to the
         expiration date of his/her Option or expiration of the period
         determined under Subsection (d), (f), or (g), if earlier, such Option
         may be exercised, by the Optionee's estate, personal representative, or
         beneficiary who acquired the right to exercise such Option by bequest
         or inheritance or by reason of the death of the Optionee, in whole or
         in part, but only to the extent of the number of Shares with respect to
         which the Optionee could have exercised it on the date of his/her
         death, at any time prior to the earlier of (i) one year following the
         date of the Optionee's death, or (ii) the expiration date of such
         Option (which, in the case of death following a termination of
         employment pursuant to Subsection (d), (f), or (g), shall be deemed to
         mean the expiration of the exercise period determined thereunder).
         Notwithstanding the foregoing, in the event that an Optionee's
         employment is terminated by his/her death and Options held by him/her
         have not yet become exercisable in accordance with their terms, the
         Committee, in its discretion, may allow all or a part of such Options
         to be exercised pursuant to this Subsection, provided that such Options
         have been outstanding for at least one year at the time of the
         Optionee's death.

                           (f) Disability of Optionee. If an Optionee shall
         become permanently and totally disabled (within the meaning of Section
         22(e)(3) of the Code) and his/her employment with the Company and its
         subsidiaries is terminated (within the meaning of Subsection (d)) as a
         consequence of such disability prior to the expiration date of his/her
         Option, such Option may be exercised by the Optionee, in whole or in
         part, but only to the extent of the number of Shares with respect to
         

                                       -5-



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         which the Optionee could have exercised it on the date of such
         termination of employment, at any time prior to the earlier of (i) one
         year following the date of the Optionee's termination of employment, or
         (ii) the expiration date of such Option. Notwithstanding the foregoing,
         if at the time of termination of an Optionee's employment due to
         disability, Options held by such Optionee have not yet become
         exercisable in accordance with their terms, the Committee, in its
         discretion, may allow all or a part of such Options to be exercised
         pursuant to this Subsection, provided that such Options have been
         outstanding for at least one year at the time of the Optionee's
         termination of employment.

                           (g) Retirement of Optionee. If an Optionee retires in
         accordance with the retirement policy of the Company, or with the
         express consent of the Board, prior to the expiration date of his/her
         Option, such Option may be exercised by the Optionee, in whole or in
         part, but only to the extent of the number of Shares with respect to
         which the Optionee could have exercised it on the date of his/her
         retirement, at any time prior to the earlier of (i) three months after
         the date of retirement, or (ii) the expiration date specified in such
         Option. Notwithstanding the foregoing, the Committee may, in its
         discretion, (x) extend the period for exercise following an Optionee's
         retirement for up to nine additional months, but not beyond the
         expiration date of such Option, despite the fact that such an extension
         would prevent an Option from qualifying as an incentive stock option
         under the Code and/or (y) in the event that any Options held by a
         retiring Optionee have not yet become exercisable in accordance with
         their terms, allow all or a part of such Options to be exercised
         pursuant to this Subsection provided that such Options have been
         outstanding for at least one year at the time of the Optionee's
         retirement.

                           (h) Transferability.  No Option shall be assignable
         or transferable by an Optionee otherwise than by will or by
         the laws of descent and distribution.

                           (i) Rights as a Stockholder. An Optionee shall have
         no rights as a stockholder with respect to any Shares covered by
         his/her Option until the issuance of a stock certificate to him/her
         representing such Shares.

                           (j) Ten Percent Shareholder. Notwithstanding any
         other provision of the Plan, if an Eligible Employee owns more than ten
         percent of the total combined voting power of all shares of stock of
         the Company or of a Related Corporation at the time an incentive stock
         option is granted to such Eligible Employee, the incentive stock option
         price shall not be less than 110 percent of the Fair Market Value of
         the optioned Shares on the date the incentive stock option is granted,
         

                                       -6-

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         and such incentive stock option by its terms shall not be exercisable
         after the expiration of five years from the date the incentive stock
         option is granted. As used in this Plan, the term "Related Corporation"
         shall mean a subsidiary or a corporate parent of the Company as defined
         in Section 424 of the Code.

                           (k) Annual Limit on Grant of Incentive Stock Options.
         The aggregate Fair Market Value (determined as of the time an incentive
         stock option is granted) of the Shares with respect to which incentive
         stock options are exercisable for the first time during any calendar
         year (under this Plan and any other incentive stock option plan of the
         Company or a Related Corporation) shall not exceed $100,000.

                           (l) Use of Shares to Satisfy Tax Obligation. When an
         Optionee is required to pay to the Company or a Related Corporation an
         amount required to be withheld under applicable Federal, state, or
         local income tax or similar laws in connection with the exercise of
         nonqualified stock options under the Plan, the Committee may, in its
         discretion and subject to such rules as it may adopt, permit the
         Optionee to satisfy the obligation, in whole or in part, by electing to
         have the Company withhold Shares (or by returning to the Company
         previously held Shares), which shares shall be valued, for this
         purpose, at their Fair Market Value on the date of exercise of the
         nonqualified stock option (or, if later, the date on which the Optionee
         recognizes ordinary income with respect to such exercise); provided,
         however, that with respect to Optionees who are subject to Section
         16(b) of the Exchange Act, any such amount of taxes required to be
         withheld automatically shall be satisfied by withholding Shares. If
         Shares acquired by exercise of an incentive stock option are used for
         such purpose, and if the holding period requirements of Section
         422(a)(1) of the Code have not been met with respect to such Shares,
         the use of such Shares to satisfy the withholding obligation will be a
         disqualifying disposition of such Shares.

                           (m) Option Agreement and Further Conditions. Each
         Optionee shall enter into, and be bound by the terms of, a stock option
         agreement (the "Option Agreement") which shall include or incorporate
         by reference the terms of the Option and the Plan and which shall
         contain such other terms, conditions, and restrictions not inconsistent
         with the Plan (or, in the case of incentive stock options, the
         provisions of Section 422(b) of the Code) as the Committee shall
         determine. Without limiting the generality of the foregoing, the
         Committee, in its discretion, may impose further conditions upon the
         exercisability of Options, and restrictions on transferability and
         repurchase rights with respect to Shares issued upon exercise of
         Options.

                                       -7-


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                  6.  Terms and Conditions of Stock Grants.

                  From time to time until the expiration or earlier termination
of the Plan, the Committee may make such Stock Grants under the Plan to Eligible
Employees and/or Consultants ("Grantees") as it determines are warranted. Stock
Grants shall be subject to the following terms and conditions:

                           (a) Vesting Period. The Committee shall establish one
         or more vesting periods ("Vesting Periods") with respect to the Shares
         covered by a Stock Grant. The length of such Vesting Period shall be
         within the discretion of the Committee, except that (subject to
         Subsection (c) and Section 8) such period or periods shall not be less
         than one year nor more than five years from the date of grant. Subject
         to the provisions of this Section 6, Shares subject to a Stock Grant
         shall vest in the Grantee upon the expiration of the Vesting Period
         with respect to such Shares.

                           (b) Bonus Payment. For so long as a Grantee's Stock
         Grant remains outstanding and unvested, the Company shall pay to the
         Grantee a cash bonus equal to the dividends which the Grantee would
         have received from the Company had he/she actually held the Shares
         represented by the unvested portion of his/her Stock Grant. Such
         payments shall be made within 60 days following the end of each fiscal
         quarter of the Company with respect to any dividends which may have
         been paid by the Company on its Shares during such quarter, and will
         constitute wages subject to withholding for Federal income tax
         purposes.

                           (c) Termination.

                                    (i) Death, Disability, or Retirement. If,
                  prior to the expiration of the Vesting Period with respect to
                  Shares subject to a Stock Grant ("Unvested Shares"), a
                  Grantee's employment with the Company and its subsidiaries is
                  terminated by reason of his/her death, or by reason of his/her
                  disability or retirement (as provided in Sections 5(f) and
                  (g), respectively), then in each such case there shall
                  immediately be vested in the Grantee, or in his/her
                  beneficiary or estate, that number of full Shares that bears
                  the same ratio to all the Grantee's Unvested Shares having the
                  same Vesting Period as the number of the days which have
                  elapsed from the date of the original Stock Grant of such
                  Shares to the date of such termination of the Grantee's
                  employment bears to the total number of days in the Vesting
                  Period with respect to such Shares. [An example of the
                  operation of the preceding sentence is set forth in the
                  Appendix to the Plan.] The remainder of the Grantee's Stock
                  Grant not vested pursuant to the preceding sentence shall 

                                       -8-


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                  immediately terminate, except that the Committee, if it
                  determines that the circumstances warrant, may direct that all
                  or a portion of such remaining Unvested Shares also be vested
                  in the Grantee, subject to such further terms and conditions,
                  if any, as the Committee may determine. For purposes of this
                  Section 6, a Grantee who is a Consultant shall be deemed to
                  have terminated employment if such person's consulting
                  relationship with the Company and its subsidiaries is
                  terminated.

                               (ii) Other Terminations of Employment. If a
                  Grantee's employment is terminated (within the meaning of
                  Paragraph (i)) for any reason other than his/her death,
                  disability, or retirement as aforesaid, the unvested portion
                  of the Grantee's Stock Grant shall immediately terminate,
                  except that the Committee, if it determines that the
                  circumstances warrant, may direct that all or a portion of the
                  Grantee's Unvested Shares be vested in the Grantee, subject to
                  such further terms and conditions, if any, as the Committee
                  may determine.

                           (d) Delivery of Certificates. Upon the vesting of a
         Stock Grant, the Company shall promptly issue certificates representing
         the vested Shares to the Grantee or to his/her beneficiary or estate.
         Only full shares shall be issued, and any fractional shares which might
         otherwise be issuable pursuant to a Stock Grant shall be forfeited.

                           (e) Transferability. No Stock Grant shall be
         assignable or transferable by a Grantee otherwise than by will or by
         the laws of descent and distribution.

                           (f) Rights as a Stockholder. A Grantee shall have no
         rights as a stockholder with respect to any Shares covered by a Stock
         Grant until the issuance of a stock certificate to him/her representing
         such Shares.

                           (g) Use of Shares to Satisfy Tax Obligation. When a
         Grantee is required to pay the Company or a Related Corporation an
         amount required to be withheld under applicable Federal, state, or
         local income tax or similar laws in connection with the vesting of a
         Stock Grant under this Plan, the Committee may, in its discretion and
         subject to such rules as it may adopt, permit the Grantee to satisfy
         the obligation, in whole or in part, by electing to have the Company
         withhold Shares (or by returning to the Company previously held
         Shares), which Shares shall be valued, for this purpose, at their Fair
         Market Value on the date of vesting of the Stock Grant (or, if later,
         the date on which the Grantee recognizes ordinary income with respect
         to such Stock Grant); provided, however, that with respect to Grantees
         who are subject to Section 16(b) of the Exchange Act, any such amount
         

                                       -9-


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         of taxes required to be withheld automatically shall be satisfied by
         withholding Shares. If Shares acquired by exercise of an incentive
         stock option are used for such purpose, and if the holding period
         requirements of Section 422(a)(1) of the Code have not been met with
         respect to such Shares, the use of such Shares to satisfy the
         withholding obligation will be a disqualifying disposition of such
         Shares.

                           (h) Stock Grant Agreement. Each Grantee shall enter
         into, and be bound by the terms of, a Stock Grant Agreement (the "Stock
         Grant Agreement") which shall include or incorporate by reference the
         terms of the Stock Grant and of the Plan and which shall contain such
         other terms, conditions, and restrictions not inconsistent with the
         Plan as the Committee shall determine.

                  7.  Listing and Registration of Shares.

                  Each Option and each Stock Grant under the Plan shall be
subject to the requirement that, if at any time the Board shall determine, in
its discretion, that the listing, registration, or qualification of the Shares
covered thereby upon any securities exchange or under the laws of any
jurisdiction, or the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option,
the making of such Stock Grant, or the purchase or vesting of Shares thereunder,
then no such Option may be exercised in whole or in part, and no certificate
representing Shares shall be issued pursuant to such Stock Grant, unless and
until such listing, registration, qualification, consent, or approval shall have
been effected or obtained, on conditions acceptable to the Board. Each Optionee
and Grantee, or his/her legal representative or beneficiaries, also may be
required to give satisfactory assurance that Shares purchased upon exercise of
an Option or received pursuant to a Stock Grant are being acquired for
investment and not with a view to distribution, and certificates representing
such Shares may be legended accordingly.

                  8.  Adjustment Upon Changes in Capitalization, Mergers, and 
Other Events.

                  The number of Shares which may be issued under the Plan, as
stated in Section 3, and the number of Shares issuable upon exercise of
outstanding Options (as well as the exercise price per Share under such
outstanding Options) or issuable upon vesting of outstanding Stock Grants shall
be adjusted, as may be determined appropriate by the Committee (which
determination shall be subject to ratification by the Board), to reflect any
stock dividend, stock split, share combination, or similar change in the
capitalization of the Company.


                                      -10-


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                  In the event the Company is liquidated or a corporate
transaction described in Section 424(a) of the Code and the Treasury Regulations
issued thereunder (including, for example, a merger, consolidation, acquisition
of property or stock, separation, or reorganization) occurs, each outstanding
Option and Stock Grant shall be assumed by the surviving or successor
corporation, if any; provided, however, that the Committee, in its discretion,
may terminate all or a portion of the outstanding Options and/or Stock Grants if
it determines that such termination would be in the best interests of the
Company. If the Committee decides to terminate an outstanding Option by reason
of such liquidation or corporate transaction, the Committee shall give the
holder thereof not less than 21 days' prior notice of any such termination, and
such outstanding Option may be exercised up to, and including, the date
immediately preceding such termination, if the Option has not otherwise expired,
and if it is then exercisable under the Option Agreement. With respect to any
Option which has not yet become exercisable, the Committee also, in its
discretion, may allow an Optionee to exercise such Option, in whole or in part
(if it has not otherwise terminated or expired). If the Committee decides to
terminate an outstanding Stock Grant by reason of such liquidation or corporate
transaction, the Stock Grant shall vest on such termination date to the same
extent as is provided in the first sentence of Section 6(c)(i). The Committee,
in its discretion, may also immediately vest all or a portion of the remaining
unvested Shares under any Stock Grant which is to be so determined.

                  The Committee, in its discretion, may also change the number
of Shares issuable upon exercise of outstanding Options (as well as the exercise
price per Share under such outstanding Options) and Shares covered by
outstanding Stock Grants to reflect any such corporate transaction, provided, in
the case of an incentive stock option, that any such change is made in
accordance with Section 424(a) of the Code and is excluded from the definition
of "modification" under Section 424(h) of the Code.

                  Notwithstanding any other provisions of the Plan, the
Committee, in its discretion, may accelerate, in whole or in part, the date on
which Options become exercisable and/or the vesting of any Stock Grant in the
event that the Committee determines that a change in control of the Company has
occurred or is likely to occur.

                  9.  Amendment or Discontinuance of the Plan.

                  The Board, from time to time, may suspend or discontinue the
Plan or amend it, and the Committee may amend any outstanding Options and Stock
Grants, in any respect whatsoever; provided, however, that, without the approval
of the holders of at least a majority of the votes cast at a duly held
stockholders' meeting at which a quorum representing a majority of the


                                      -11-


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outstanding shares of the Company is, either in person or by proxy, present and
voting on the action: (i) the class of individuals eligible to receive Options
or Stock Grants shall not be changed; (ii) the maximum number of Shares with
respect to which grants may be made under the Plan shall not be increased
otherwise than as permitted under Section 8; (iii) the limitations on the price
at which Options may be granted shall not be changed; and (iv) the duration of
the Plan, as specified in Section 12, shall not be extended; and provided
further, that no such suspension, discontinuance, or amendment shall impair the
rights of any holder of an outstanding Option or Stock Grant without the consent
of such holder.

                  10. Absence of Rights.

                  The recommendation or selection of an Eligible Employee or
Consultant as a recipient of an Option or a Stock Grant under the Plan shall not
entitle such person to any Option or Stock Grant unless and until the grant
actually has been made by appropriate action of the Committee; and any such
grant is subject to the provisions of the Plan. Further, the granting of an
Option or the making of a Stock Grant to a person shall not entitle that person
to continued employment by the Company or its subsidiaries, and the Company
shall have the absolute right, in its discretion, to retire such person in
accordance with its retirement policies or otherwise to terminate his/her
employment, whether or not such termination may result in a partial or total
termination of his/her Option or of his/her Stock Grant.

                  11. Application of Funds.

                  The funds received by the Company upon the exercise of Options
and otherwise under the Plan shall be used for general corporate purposes.

                  12. Effective Date and Duration.

                  The Plan shall become effective on February 7, 1993; provided,
however, that if the Plan is not approved by the holders of at least a majority
of the votes cast at a duly held stockholders' meeting at which a quorum
representing a majority of the outstanding shares of the Company is, either in
person or by proxy, present and entitled to vote on the Plan, prior to February
7, 1994, the Plan and all Options and Stock Grants granted or made hereunder
shall be null and void. Unless earlier terminated as provided in the Plan, the
Plan shall terminate at 12:00 midnight on February 6, 2003, and no Options or
Stock Grants shall be granted or made thereafter. However, termination of the
Plan shall not affect any Options or Stock Grants theretofore granted or made,
which Options and Stock Grants shall remain in effect in accordance with their
terms and the terms of the Plan.

                                      -12-


<PAGE>


                                    APPENDIX

                          Accelerated Vesting Pursuant
                           to Section 6(c) of the Plan
                          ----------------------------

                  Example: If a Stock Grant of 30,000 shares is made to a
Grantee on February 10, 1993, to vest in three annual increments of 10,000
Shares each on February 10, 1994, 1995, and 1996, respectively, and if the
Grantee, while still an employee of the Company, should die on August 10, 1994,
the number of Shares vested would be 22,465, calculated as follows:

                  1. The 10,000 Share increment scheduled to vest on February
         10, 1994, would already have vested in full.

                  2. The 10,000 Share increment scheduled to vest on February
         10, 1995, would vest automatically as to 7,479 Shares (i.e., out of the
         total Vesting Period of 730 days with respect to such Shares, 546 days
         would have elapsed; 546/730 = .747945 x 10,000 Shares = 7,479 Shares).

                  3. The 10,000 Share increment scheduled to vest on February
         10, 1996, would vest automatically as to 4,986 Shares (i.e., out of the
         total Vesting Period of 1,095 days with respect to such Shares 546 days
         would have elapsed; 546/1,095 = .498630 x 10,000 Shares = 4,986
         Shares).