EXHIBIT 10.1


                               ACORN HOLDING CORP.
                          2001 PERFORMANCE EQUITY PLAN


SECTION 1.  PURPOSE; DEFINITIONS.

1.1.     PURPOSE.  The purpose  of the Acorn  Holding Corp. (the "Company") 2001
Performance Equity Plan (the "Plan"),  adopted for the term set forth in Section
9 hereof,  is to enable  the  Company to offer to its key  employees  and to key
employees of its  subsidiaries,  and  independent  agents and consultants of the
Company and its  subsidiaries,  Stock Options in the Company,  thereby enhancing
its ability to attract,  retain and reward such key employees  and  individuals,
and  to  increase  the  mutuality  of  interests  between  those  employees  and
individuals and the stockholders of the Company.

The Company  previously  adopted the 1991 Stock Option Plan (the "Prior  Plan").
Awards  granted  under the Prior Plan prior to the  effective  date of this Plan
("Prior  Awards")  shall not be affected by the  adoption of this Plan,  and the
Prior Plan shall remain in effect  following  the  effective  date to the extent
necessary to administer the Prior Awards.

1.2.     DEFINITIONS.  For purposes of  the Plan, the  following terms  shall be
defined as set forth herein:

                  (a) "Agents" means those  persons who are not employees of the
Company or any subsidiary, including independent agents and consultants.

                  (b) "Agreement"  means the  agreement  between the Company and
the Holder setting forth the terms and conditions of an award under the Plan.

                  (c) "Board" means the Board of Directors of the Company.

                  (d) "Change  of  Control"  means a  change of  control  of the
Company pursuant to Section 6 hereof.

                  (e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute or statutes thereto.

                  (f) "Committee"   means  the   Board  of   Directors  of   the
Corporation  or by a committee  which is  appointed by the Board to perform such
functions.

                  (g) "Common Stock" means the Common Stock of the Company,  par
value $.01 per share.

                  (h) "Company"   means  Acorn   Holding  Corp.,  a  corporation
organized under the laws of the State of Delaware, and any successor thereto.

                  (i) "Disability"   means   disability   as   determined  under
procedures established by the Committee for purposes of the Plan.

                  (j) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended from time to time, or any successor statute or statutes thereto.

                  (k) "Exchange  Act  Holder"  means such officer or director or
10%  beneficial  owner of Common Stock  subject to Section 16(b) of the Exchange
Act.

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                  (l) "Fair  Market  Value,"  unless  otherwise  required by any
applicable provision of the Code or any regulations issued thereunder, means, as
of any given date: (i) if the Common Stock (as hereinafter defined) is listed on
a national  securities  exchange or quoted on the NASDAQ SmallCap Market System,
the closing  price of the Common  Stock on the last  preceding  day on which the
Common  Stock was traded,  as reported on the  composite  tape or by  NASDAQ/SCM
System Statistics, as the case may be; (ii) if the Common Stock is not listed on
a national  securities  exchange or quoted on the NASDAQ SmallCap Market System,
but is traded in the  over-the-counter  market, the average of the bid and asked
prices for the Common Stock on the last preceding day for which such  quotations
are  reported by NASDAQ;  and (iii) if the fair market value of the Common Stock
cannot be  determined  pursuant to clause (i) or (ii) hereof,  such price as the
Committee shall determine.

                  (m) "Holder" means an eligible employee,  prospective employee
or Agent of the  Company or a  Subsidiary  who has  received  an award under the
Plan.

                  (n) "Incentive  Stock Option" means any Stock Option  intended
to be and  designated  as an  "incentive  stock  option"  within the  meaning of
Section 422 of the Code.

                  (o) "Non-Qualified  Stock Option" means  any Stock Option that
is not an Incentive Stock Option.

                  (p) "Plan" means this Acorn  Holding  Corp.  2001  Performance
Equity Plan, as hereinafter amended from time to time.

                  (q) "Prior  Awards" and "Prior Plan" shall have the respective
meanings given to those terms in Section 1.1.

                  (r) "Stock Option" or "Option" means any  Non-Qualified  Stock
Option or Incentive  Stock  Option to purchase  shares of Stock which is awarded
pursuant to the Plan.

                  (s) "Subsidiary"  means  any  present  or   future  subsidiary
corporation  of the  Company,  as such term is defined in Section  424(f) of the
Code.

SECTION 2.  ADMINISTRATION.

2.1. COMMITTEE MEMBERSHIP.  The Plan shall be administered by the Committee, the
membership  of which shall be at all times  constituted  so as to not  adversely
affect the  compliance  of awards under the Plan with the  requirements  of Rule
16b-3  under  the  Exchange  Act,  Section  162(m)  of the  Code,  or  with  the
requirements of any other applicable law, rule or regulation.

2.2. POWERS OF COMMITTEE. The Committee shall have full authority to award Stock
Options pursuant to the terms of the Plan, to eligible employees and prospective
employees described under Section 4 hereof. For purposes of illustration and not
of limitation,  the Committee  shall have the authority  (subject to the express
provisions of this Plan):

                  (a) to select the eligible  employees,  prospective  employees
and Agents to whom Stock Options may from time to time be awarded hereunder;

                  (b) to determine the Incentive Stock Options and Non-Qualified
Stock  Options,  if  any,  to be  awarded  hereunder  to  one or  more  eligible
employees, prospective employees and Agents;



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                  (c) to  determine  the  number of shares to be covered by each
award granted hereunder;

                  (d) to determine the terms and  conditions,  not  inconsistent
with the terms of the Plan, of any award hereunder  (including,  but not limited
to, share price, any restrictions or limitations,  and any vesting,  settlement,
surrender,  cancellation,  acceleration,  termination,  exercise  or  forfeiture
provisions, as the Committee shall determine);

                  (e) to determine any specified performance goals or such other
factors  or  criteria  which  need to be  attained  for the  vesting of an award
granted hereunder; and

                  (f) to determine the terms and  conditions  under which awards
hereunder are to operate in conjunction with or apart from other equity awarded,
and cash awards made by the Company or any Subsidiary outside of this Plan.

2.3.  INTERPRETATION OF PLAN.  Subject to Section 7 hereof,  the Committee shall
have the  authority  to  adopt,  alter and  repeal  such  administrative  rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable,  to  interpret  the  terms and  provisions  of the Plan and any award
issued under the Plan (and to determine the form and substance of all Agreements
relating thereto), and to otherwise supervise the administration of the Plan.

Notwithstanding  any provision in the Plan to the contrary,  no term of the Plan
relating to Incentive  Stock  Options or any  Agreement  providing for Incentive
Stock Options shall be interpreted, amended or altered, nor shall any discretion
or authority  granted  under the Plan be so exercised,  so as to disqualify  the
Plan under  Section 422 of the Code,  or,  without the consent of the  Holder(s)
affected,  to  disqualify  any  Incentive  Stock  Option under such Section 422.
Subject to Section 7 hereof, all decisions made by the Committee pursuant to the
provisions  of the Plan shall be made in the  Committee's  sole  discretion  and
shall be final  and  binding  upon  all  persons,  including  the  Company,  its
Subsidiaries and the Holders.

SECTION 3.  COMMON STOCK SUBJECT TO PLAN.

3.1.  NUMBER OF SHARES.  The total number of shares of Common Stock reserved and
available for distribution  under the Plan shall be 450,000 shares. In addition,
Common Stock covered by any unexercised  portions of terminated Options or Prior
Awards (including  canceled Options or Prior Awards),  or Prior Awards which are
otherwise  surrendered  by the Holder  may again be subject to new awards  under
this Plan.  The number of shares of Common  Stock  deemed to be issued under the
Plan upon the  exercise  of an Option in the  nature of a stock  purchase  right
shall be  reduced  by the number of shares of Common  Stock  surrendered  by the
Holder in payment of the exercise or purchase price of the award and withholding
taxes thereon.

3.2.  CHARACTER OF SHARES.  Shares of Common  Stock under the Plan may  consist,
in whole or in part,  of  authorized  and unissued shares or treasury shares.

3.3.  ADJUSTMENT  UPON  CHANGES  IN  CAPITALIZATION,  ETC.  In the  event of any
acquisition, merger, reorganization,  consolidation,  recapitalization, dividend
(other  than a dividend  or its  equivalent  which is  credited to a Holder or a
regular cash  dividend),  stock split,  reverse stock split,  or other change in
corporate  structure affecting the Common Stock, such substitution or adjustment
shall be made in the aggregate  number of shares reserved for issuance under the
Plan,  in the  maximum  number of shares  with  respect  to which  awards may be
granted to any employee in any year, in the number and exercise  price of shares
subject to  outstanding  Options,  as may be determined to be appropriate by the
Committee  in order to prevent the  dilution  or  enlargement  of each  Holder's


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rights,  provided that the number of shares subject to any award shall always be
a whole number.

SECTION 4.  ELIGIBILITY.

4.1.  GENERAL.  Awards  under the Plan may be made to (i) officers and other key
employees of the Company or any Subsidiary (including officers and key employees
serving  as  directors  of the  Company)  who are at the time of the grant of an
award under this Plan regularly employed by the Company or any Subsidiary;  (ii)
prospective employees of the Company or its Subsidiaries and (iii) Agents of the
Company. The exercise of any Stock Option and the vesting of any award hereunder
granted to a prospective employee shall be conditioned upon such person becoming
an employee  of the Company or a  Subsidiary.  The term  "prospective  employee"
shall mean any person who holds an  outstanding  offer of regular  employment on
specific terms from the Company or a Subsidiary.

SECTION 5.  STOCK OPTIONS.

5.1.  GRANT AND  EXERCISE.  Stock  Options  granted under the Plan may be of two
types:  (i) Incentive Stock Options and (ii)  Non-Qualified  Stock Options.  Any
Stock Option granted under the Plan shall contain such terms,  not  inconsistent
with this Plan, as the  Committee  may from time to time approve.  The Committee
shall have the authority to grant to any Holder hereof  Incentive Stock Options,
Non-Qualified  Stock Options, or both types of Stock Options. To the extent that
any Stock Option (or portion  thereof)  does not qualify as an  Incentive  Stock
Option, it shall constitute a separate Non-Qualified Stock Option.

5.2.  TERMS AND CONDITIONS.  Stock  Options granted  under  the  Plan  shall  be
subject to the following terms and conditions:

                  (a) Exercise  Price.  The  exercise  price per share of Common
Stock  purchasable  under a Stock Option shall be determined by the Committee at
the time of grant but except as otherwise provided in Section 5.3 in the case of
Options granted to replace stock options issued by acquired companies,  shall be
not less than 100% of the Fair Market  Value of the Common  Stock at the time of
grant (110%,  in the case of an Incentive Stock Option granted to a Holder ("10%
Stockholder")  who, at the time of grant, owns stock possessing more than 10% of
the total  combined  voting  power of all classes of stock of the Company or its
parent  (if any) or  subsidiary  corporations,  as those  terms are  defined  in
Sections 424(e) and (f) of the Code).

                  (b) Option Term.  The term of each Stock Option shall be fixed
by the Committee,  but no Stock Option shall be exercisable  more than ten years
after the date on which the Option is granted.

                  (c) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee.  If the Committee  provides,  in its  discretion,  that any Stock
Option is  exercisable  only in  installments,  the  Committee  may  waive  such
installment  exercise  provisions  at any time at or after  the time of grant in
whole or in part, based upon such factors as the Committee shall determine.

                  (d)  Method of  Exercise.  Subject  to  whatever  installment,
exercise and waiting  period  provisions  are  applicable in a particular  case,
Stock  Options may be  exercised in whole or in part at any time during the term
of the Option,  by giving written  notice of exercise to the Company  specifying
the  number of shares of Common  Stock to be  purchased.  Such  notice  shall be
accompanied by payment in full of the purchase price, which shall be in cash or,
unless  otherwise  provided in the  Agreement,  in whole  shares of Common Stock


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which are already owned by the Holder of the Stock Option or,  unless  otherwise
provided in the Stock Option Agreement, partly in cash and partly in such Common
Stock. Cash payments shall be made by wire transfer,  certified or bank check or
personal  check,  in each case  payable to the order of the  Company;  provided,
however,  that the Company  shall not be required  to deliver  certificates  for
shares of Common Stock with  respect to which a Stock Option is exercised  until
the Company has confirmed the receipt of good and available  funds in payment of
the purchase price thereof. Payments in the form of Common Stock (which shall be
valued  at the  Fair  Market  Value of a share  of  Common  Stock on the date of
exercise)  shall be made by delivery of stock  certificates  in negotiable  form
which are effective to transfer  good and valid title thereto to the  Committee,
free of any liens or  encumbrances.  Payment may also be made, in the discretion
of the Company, by the delivery (including,  without limitation,  by fax) to the
Company or its designated agent of an executed  irrevocable option exercise form
together with  irrevocable  instructions to a broker-dealer  to sell or margin a
sufficient  portion of the shares and deliver  the sale or margin loan  proceeds
directly  to the  Company to pay for the  exercise  price.  Except as  otherwise
expressly provided in this Plan or in the Agreement,  no Stock Option granted to
an employee or  prospective  employee  may be  exercised  at any time unless the
Holder thereof is then an employee of the Company or of a Subsidiary. The Holder
of a Stock Option shall have none of the rights of a stockholder with respect to
the shares subject to the Stock Option until such shares shall be transferred to
the Holder upon the exercise of the Stock Option.

                  (e) Buyout and Settlement Provisions. The Committee may at any
time offer to buy out for cash or  otherwise  settle a Stock  Option  previously
granted,  based upon such terms and conditions as the Committee  shall establish
and communicate to the Holder at the time that such offer is made.

5.3.  AWARDS  FOR  ACQUIRED   COMPANIES.   After   any  merger,   consolidation,
reorganization,  stock or asset  purchase  or similar  transaction  in which the
Company or a Subsidiary  shall be a surviving  corporation,  the  Committee  may
grant Options under the  provisions of the Plan,  pursuant to Section 424 of the
Code or as is otherwise permitted under the Code, in full or partial replacement
of or  substitution  for stock options  granted under a plan of another party to
the  transaction  whose shares of stock subject to the old options may no longer
be issued following the transaction.  The manner of application of the foregoing
provisions to such options and any appropriate  adjustments in the terms of such
awards  shall be  determined  by the  Company in its sole  discretion.  Any such
adjustments may provide for the elimination of any fractional shares which might
otherwise  become  subject to any awards.  The foregoing  shall not be deemed to
preclude the Company from assuming or substituting for stock options of acquired
companies other than pursuant to this Plan.

SECTION 6.  ACCELERATION.

6.1.  ACCELERATION UPON CHANGE OF CONTROL.  Unless the award Agreement  provides
otherwise or unless the Holder waives the  application of this Section 6.1 prior
to a Change of Control  (as  hereinafter  defined),  in the event of a Change of
Control,  each outstanding Stock Option granted under the Plan shall immediately
become exercisable in full  notwithstanding  the vesting or exercise  provisions
contained in the Agreement.

6.2.  CHANGE OF CONTROL DEFINED. A "Change  of Control" shall  be deemed to have
occurred upon any of the following events:

                  (a) any individual,  firm, corporation or other entity, or any
group (as defined in Section  13(d)(3) of the Exchange Act becomes,  directly or
indirectly,   the  beneficial  owner  (as  defined  in  the  General  Rules  and
Regulations of the Securities and Exchange  Commission  with respect to Sections
13(d) and 13(g) of the  Exchange  Act) of more than 20% of the then  outstanding
shares of the Company's capital stock entitled to vote generally in the election
of directors of the Company; or


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                  (b) the commencement  of, or the first public  announcement of
the intention of any  individual,  firm,  corporation  or other entity or of any
group (as defined in Section 13(d)(3) of the Exchange Act) to commence, a tender
or exchange offer subject to Section  14(d)(1) of the Exchange Act for any class
of the Company's capital stock; or

                  (c) the  stockholders  of the Company approve (A) a definitive
agreement for the merger or other  business  combination  of the Company with or
into another  corporation  pursuant to which the  stockholders of the Company do
not own, immediately after the transaction, more than 50% of the voting power of
the  corporation  that survives and is a publicly  owned  corporation  and not a
subsidiary of another  corporation,  or (B) a definitive agreement for the sale,
exchange or other  disposition of all or substantially  all of the assets of the
Company,  or (C) any plan or proposal for the  liquidation or dissolution of the
Company; or

                  (d) In the  event of a  "Change  of  Control"  as  defined  in
Subsection (a) above, all outstanding Stock Options, shall become exercisable in
full,  whether or not  otherwise  exercisable  at such time,  and any such Stock
Option shall remain  exercisable in full thereafter until it expires pursuant to
its terms,  unless the  provisions of this Section 6 are suspended or terminated
by an affirmative vote of a majority of the Board.

6.3.  GENERAL WAIVER BY COMMITTEE.  The Committee  may, after grant of an award,
accelerate the  vesting of all or any part of  any Stock Option and/or waive any
limitations or restrictions, if any, for all or any part of an award.

6.4.  ACCELERATION UPON TERMINATION OF EMPLOYMENT. In the case of a Holder whose
employment with the Company or a Subsidiary is involuntarily  terminated for any
reason (other than for cause),  the Committee may  accelerate the vesting of all
or any  part of any  award  and/or  waive  in whole or in part any or all of the
remaining  limitations  or  restrictions  imposed  hereunder  or pursuant to the
Agreement.

SECTION 7.  AMENDMENTS AND TERMINATION.

7.1. AMENDMENTS TO PLAN. The Board may at any time, and from time to time, amend
any of the  provisions of the Plan, and may at any time suspend or terminate the
Plan;  provided,  however,  that no such amendment shall be effective unless and
until it has been duly approved by the  stockholders of the requisite  number of
outstanding  shares of Common Stock if (a) it increases the aggregate  number of
shares of Common  Stock which are  available  pursuant  to the Plan,  (except as
provided in Section 3 hereof) or (b) the failure to obtain such  approval  would
adversely  affect  the  compliance  of the  Plan  with the  requirements  of any
applicable law, rule or regulation.

7.2.  AMENDMENTS TO INDIVIDUAL  AWARDS. The Committee may amend the terms of any
award  granted  under the Plan;  provided,  however,  that  subject to Section 3
hereof,  no such  amendment may be made by the  Committee  which in any material
respect impairs the rights of the Holder without the Holder's consent.

SECTION 8.  TERM OF PLAN.

8.1.  EFFECTIVE  DATE.  The  Plan shall be  effective  June 4, 2001,  subject to
approval of the  stockholders  of the Company on or before June 3, 2002.

8.2.  TERMINATION  DATE.  No award  shall be granted  pursuant to the Plan on or
after the tenth  anniversary of its effective  date, but awards granted prior to
or on such date may extend  beyond that date.  The Plan shall  terminate at such


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time as no further  awards may be granted and all awards  granted under the Plan
are no longer outstanding.

SECTION 9.  GENERAL PROVISIONS.

9.1.  INVESTMENT  REPRESENTATIONS.  The  Committee  may  require   each   person
acquiring shares of CommonStock pursuant to an award under the Plan to represent
to and agree with the Company in writing that the Holder is acquiring the shares
for  investment  without a view to distribution thereof.

9.2.  ADDITIONAL  INCENTIVE  ARRANGEMENTS.  Nothing  contained in the Plan shall
prevent the Board from adopting such other or additional incentive  arrangements
as it may deem desirable,  including,  but not limited to, the granting of stock
options and the awarding of stock and cash  otherwise  than under the Plan;  and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

9.3.  NO RIGHT OF  EMPLOYMENT.  Nothing  contained  in the Plan or in any  award
hereunder  shall be deemed to confer  upon any  employee  of the  Company or any
Subsidiary any right to continued employment with the Company or any Subsidiary,
nor  shall  it  interfere  in any way  with  the  right  of the  Company  or any
Subsidiary to terminate the employment of any of its employees at any time.

9.4.  WITHHOLDING  TAXES.  Not later  than the date as of which an amount  first
becomes  includible  in the gross  income of the Holder for  federal  income tax
purposes  with respect to any award under the Plan,  the Holder shall pay to the
Company,  or make  arrangements  satisfactory  to the  Committee  regarding  the
payment of, any federal, state and local taxes of any kind required by law to be
withheld or paid with respect to such amount. If permitted by the Committee, tax
withholding or payment  obligations may be settled with Common Stock,  including
Common  Stock  that is part of the  award  that  gives  rise to the  withholding
requirement.  The obligations of the Company under the Plan shall be conditional
upon such payment or arrangements  and the Company or the Holder's  employer (if
not the Company) shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the Holder from the
Company or any Subsidiary.

9.5.  GOVERNING  LAW.  To the  extent not  preempted  by  the laws of the United
States, the laws of the State of Delaware, without reference to conflict of laws
provisions, shall be the controlling law in all matters relating to the Plan and
all awards made and actions taken thereunder.

9.6.  OTHER BENEFIT PLANS.  Any award granted under the Plan shall not be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or any  Subsidiary  and shall not affect  any  benefits  under any other
benefit  plan now or  subsequently  in effect  under which the  availability  or
amount of benefits is related to the level of compensation  (unless  required by
specific reference in any such other plan to awards under this Plan).

9.7.  EMPLOYEE STATUS.  A leave of absence,  unless otherwise  determined by the
Committee  prior  to  the  commencement  thereof,  shall  not  be  considered  a
termination  of  employment.  Any awards  granted  under the Plan to an employee
shall  not be  affected  by any  change  of  employment,  so long as the  Holder
continues to be an employee of the Company or any Subsidiary.

9.8.  NON-TRANSFERABILITY. Other than the transfer of a Stock Option by will, by
the laws of descent and distribution,  or pursuant to the express  provisions of
the  applicable  Agreement,  no award  under  the Plan may be  alienated,  sold,
assigned, hypothecated,  pledged, exchanged, transferred, encumbered or charged,
and any  attempt to  alienate,  sell,  assign,  hypothecate,  pledge,  exchange,
transfer,  encumber  or  charge  the same  shall be  void.  No right or  benefit
hereunder shall in any manner be liable for or subject to the debts,  contracts,
liabilities or torts of the person entitled to such benefit. Except as expressly
provided in any  applicable  Agreement,  any Stock Option or other award granted


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under this Plan shall be only  exercisable  during the lifetime of the Holder by
the Holder or by his or her  guardian or legal  representative.  Notwithstanding
the  foregoing,  the  Company may grant  Non-Qualified  Stock  Options  that are
transferable,  without payment of consideration,  to immediate family members of
the Holder, to trusts or partnerships for such family members,  or to such other
parties as the  Committee  may approve (as  evidenced  by the  applicable  award
agreement or an amendment  thereto),  and the Company may also amend outstanding
Non-Qualified Stock Options to provide for such transferability.

9.9.  APPLICABLE LAWS. The obligations of the Company with respect to all awards
under  the  Plan  shall  be  subject  to (i)  all  applicable  laws,  rules  and
regulations and such approvals by any governmental  agencies as may be required,
including,  without  limitation,  the effectiveness of a registration  statement
under the Securities Act of 1933, as amended, and (ii) the rules and regulations
of any securities exchange on which the Common Stock may be listed or the NASDAQ
SmallCap Market System if the Common Stock is designated for quotation thereon.

9.10. CONFLICTS. If any of the terms or provisions of the Plan conflict with the
requirements  of Rule 16b-3 under the Exchange Act, or with the  requirements of
any other  applicable law, rule or regulation,  and/or with respect to Incentive
Stock Options,  Section 422 of the Code, then such terms or provisions  shall be
deemed  inoperative to the extent they so conflict with the requirements of said
Rule 16b-3,  and/or with respect to Incentive Stock Options,  Section 422 of the
Code. With respect to Incentive Stock Options, if this Plan does not contain any
provision  required to be included  herein under  Section 422 of the Code,  such
provision  shall be deemed to be  incorporated  herein  with the same  force and
effect as if such provision had been set out at length herein.

9.11. WRITTEN  AGREEMENTS.  Each award granted under the Plan shall be confirmed
by, and shall be subject to the terms of the  Agreement  executed by the Company
and the Holder. The Committee may terminate any award made under the Plan if the
Agreement relating thereto is not executed and returned to the Company within 60
days  after  the  Agreement  has been  delivered  to the  Holder  for his or her
execution.

9.12. COMMON  STOCK  CERTIFICATES.  Notwithstanding  anything  to  the  contrary
contained  herein,  whenever  certificates  representing  shares of Common Stock
subject to an award are  required to be  delivered  pursuant to the terms of the
Plan,  the  Company  may in lieu of such  delivery  requirement  comply with the
provisions  of Section  158 of the  General  Corporation  Law of  Delaware.  All
certificates  for  shares  of Common  Stock  delivered  under the Plan  shall be
subject to such stop-transfer orders and other restrictions as the Committee may
deem  advisable  under the rules,  regulations,  and other  requirements  of the
Securities  and Exchange  Commission,  any stock  exchange upon which the Common
Stock is then listed,  any applicable  Federal or state  securities law, and any
applicable  corporate law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.

9.13. UNFUNDED STATUS OF PLAN.  The Plan is intended to constitute an "unfunded"
plan for incentive compensation.  With respect to any payments not yet made to a
Holder by the Company,  nothing  contained herein shall give any such Holder any
rights that are greater than those of a general creditor of the Company.

9.14. CERTAIN  MERGERS.  If  in  connection  with   a  merger,   reorganization,
consolidation,  share exchange,  transfer of assets or other transaction  having
similar effect involving the Company  ("Merger") in which the Company is not the
surviving corporation or pursuant to which a majority of the shares which are of
the same  class as the  shares  that are  subject  to  outstanding  Options  are
exchanged  for,  or  converted  into,  or  otherwise  become  shares of  another
corporation, the surviving,  continuing, successor or purchasing corporation, as
the case may be (the  "Acquiring  Corporation"),  does not assume the  Company's
rights and obligations  under  outstanding award agreements or substitute awards


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<PAGE>


in respect of the Acquiring  Corporation's  stock for  outstanding  awards,  the
Board shall provide prior to the Merger that any  unexercisable  and/or unvested
portion of the outstanding awards shall be immediately exercisable and vested as
of a date prior to such Merger, as the Board so determines.  The exercise and/or
vesting of any award that was permissible  solely by reason of this Section 9.14
shall be conditioned upon the  consummation of the Merger.  Any awards which are
neither assumed by the Acquiring Corporation nor exercised as of the date of the
Merger shall terminate effective as of the effective date of the Merger.








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