ONIX SYSTEMS INC.

                              EQUITY INCENTIVE PLAN
                            -------------------------

              As amended and restated effective as of June 9, 1999
              ----------------------------------------------------


1.       PURPOSE

         The purpose of this Equity Incentive Plan (the "Plan") is to secure for
ONIX Systems Inc. (the "Company") and its Stockholders the benefits arising from
capital stock  ownership by employees and Directors of, and  consultants to, the
Company  and  its  subsidiaries  or  other  persons  who  are  expected  to make
significant  contributions  to the future  growth and success of the Company and
its subsidiaries. The Plan is intended to accomplish these goals by enabling the
Company to offer such persons equity-based interests, equity-based incentives or
performance-based  stock incentives in the Company,  or any combination  thereof
("Awards").

2.       ADMINISTRATION

         The Plan will be  administered by the Board of Directors of the Company
(the  "Board").  The Board shall have full power to interpret and administer the
Plan, to prescribe, amend and rescind rules and regulations relating to the Plan
and  Awards,  and full  authority  to select the  persons to whom Awards will be
granted ("Participants"),  determine the type and amount of Awards to be granted
to Participants  (including any combination of Awards),  determine the terms and
conditions of Awards  granted  under the Plan  (including  terms and  conditions
relating to events of merger, consolidation, dissolution and liquidation, change
of control, vesting, forfeiture,  restrictions,  dividends and interest, if any,
on deferred  amounts),  waive compliance by a participant with any obligation to
be  performed  by him or her under an Award,  waive any term or  condition of an
Award,  cancel  an  existing  Award in whole or in part  with the  consent  of a
Participant,  grant replacement  Awards,  accelerate the vesting or lapse of any
restrictions  of any Award and adopt the form of instruments  evidencing  Awards
under the Plan and change such forms from time to time.  Any  interpretation  by
the Board of the terms and  provisions of the Plan or any Award  thereunder  and
the administration  thereof,  and all action taken by the Board, shall be final,
binding and  conclusive on all parties and any person  claiming under or through
any party. No Director shall be liable for any action or  determination  made in
good faith. The Board may, to the full extent permitted by law,  delegate any or
all of its  responsibilities  under the Plan to a  committee  (the  "Committee")
appointed by the Board and consisting of two or more members of the Board,  each
of whom shall be deemed a  "disinterested  person"  within  the  meaning of Rule
16b-3  (or any  successor  rule) of the  Securities  Exchange  Act of 1934  (the
"Exchange Act").

3.       EFFECTIVE DATE

         The Plan shall be effective as of the date first  approved by the Board
of  Directors,  subject  to the  approval  of  the  Plan  by  the  Corporation's
Stockholders.  Grants of Awards under the Plan made prior to such approval shall
be effective when made (unless  otherwise  specified by the


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Board at the time of grant),  but shall be  conditioned  on and  subject to such
approval of the Plan.

4.       SHARES SUBJECT TO THE PLAN

         Subject to adjustment as provided in Section 10.6,  the total number of
shares of Common Stock  reserved and available for  distribution  under the Plan
shall be  1,066,667  shares.  Such shares may consist,  in whole or in part,  of
authorized and unissued shares or treasury shares.

         If any  Award of  shares  of Common  Stock  requiring  exercise  by the
Participant for delivery of such shares terminates without having been exercised
in full, is forfeited or is otherwise terminated without a payment being made to
the  Participant  in the form of Common Stock,  or if any shares of Common Stock
subject to restrictions  are repurchased by the Company pursuant to the terms of
any Award or are  otherwise  reacquired  by the  Company to satisfy  obligations
arising by virtue of any Award,  such shares shall be available for distribution
in connection with future Awards under the Plan.

5.       ELIGIBILITY

         Employees  and Directors  of, and  consultants  to, the Company and its
subsidiaries,   or  other   persons  who  are   expected  to  make   significant
contributions  to  the  future  growth  and  success  of  the  Company  and  its
subsidiaries  shall be eligible to receive Awards under the Plan. The Board,  or
other  appropriate  committee or person to the extent permitted  pursuant to the
last  sentence  of Section 2,  shall  from time to time  select  from among such
eligible persons those who will receive Awards under the Plan.

6.       TYPES OF AWARDS

         The Board may offer Awards  under the Plan in any form of  equity-based
interest,  equity-based incentive or performance-based stock incentive in Common
Stock of the Company or any combination  thereof. The type, terms and conditions
and  restrictions  of an Award shall be determined by the Board at the time such
Award is made to a  Participant;  provided  however  that the maximum  number of
shares  permitted to be granted under any Award or  combination of Awards to any
Participant during any one calendar year may not exceed 250,000 shares of Common
Stock.

         An Award shall be made at the time  specified by the Board and shall be
subject to such  conditions or  restrictions  as may be imposed by the Board and
shall  conform to the  general  rules  applicable  under the Plan as well as any
special  rules then  applicable  under  federal tax laws or  regulations  or the
federal securities laws relating to the type of Award granted.

         Without limiting the foregoing, Awards may take the following forms and
shall be subject to the following rules and conditions:

         6.1      OPTIONS

         An option is an Award that  entitles the holder on exercise  thereof to
purchase Common

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Stock at a  specified  exercise  price.  Options  granted  under the Plan may be
either  incentive  stock  options  ("incentive  stock  options")  that  meet the
requirements  of Section 422 of the Internal  Revenue  Code of 1986,  as amended
(the  "Code"),  or options  that are not  intended to meet the  requirements  of
Section 422 ("non-statutory options").

         6.1.1  OPTION  PRICE.  The price at which Common Stock may be purchased
upon exercise of an option shall be determined by the Board,  PROVIDED  HOWEVER,
the  exercise  price  shall  not be less  than the par value per share of Common
Stock.

         6.1.2 OPTION GRANTS.  The granting of an option shall take place at the
time  specified by the Board.  Options shall be evidenced by option  agreements.
Such agreements  shall conform to the  requirements of the Plan, and may contain
such other  provisions  (including  but not  limited to vesting  and  forfeiture
provisions,  acceleration, change of control, protection in the event of merger,
consolidations,   dissolutions  and   liquidations)  as  the  Board  shall  deem
advisable.  Option  agreements  shall expressly state whether an option grant is
intended to qualify as an incentive stock option or non-statutory option.

         6.1.3 OPTION PERIOD. An option will become  exercisable at such time or
times  (which may be  immediately  or in such  installments  as the Board  shall
determine)  and on such terms and  conditions  as the Board shall  specify.  The
option agreements shall specify the terms and conditions applicable in the event
of an option holder's termination of employment during the option's term.

         Any  exercise  of an option  must be in  writing,  signed by the proper
person and delivered or mailed to the Company, accompanied by (1) any additional
documents  required  by the Board and (2)  payment  in full in  accordance  with
Section 6.1.4 for the number of shares for which the option is exercised.

         6.1.4  PAYMENT OF EXERCISE  PRICE.  Stock  purchased  on exercise of an
option  shall be paid for as follows:  (1) in cash or by check  (subject to such
guidelines as the Company may establish for this  purpose),  bank draft or money
order  payable  to the  order  of the  Company  or  (2) if so  permitted  by the
instrument  evidencing the option (or in the case of a non-statutory  option, by
the Board at or after grant of the  option),  (i) through the delivery of shares
of Common Stock that have been  outstanding  for at least six months (unless the
Board  expressly  approves a shorter  period) and that have a fair market  value
(determined in accordance with procedures  prescribed by the Board) equal to the
exercise  price,  (ii) by delivery of a promissory  note of the option holder to
the  Company,  payable on such  terms as are  specified  by the Board,  (iii) by
delivery of an unconditional and irrevocable  undertaking by a broker to deliver
promptly to the Company  sufficient  funds to pay the exercise price, or (iv) by
any combination of the permissible forms of payment.

         6.1.5 BUYOUT PROVISION.  The Board may at any time offer to buy out for
a payment in cash,  shares of Common Stock,  deferred stock or restricted stock,
an option  previously  granted,  based on such terms and conditions as the Board
shall establish and communicate to the option holder at the time that such offer
is made.

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         6.1.6 SPECIAL RULES FOR INCENTIVE STOCK OPTIONS.  Each provision of the
Plan and each option  agreement  evidencing  an incentive  stock option shall be
construed so that each incentive stock option shall be an incentive stock option
as  defined  in  Section  422 of the Code or any  statutory  provision  that may
replace such  Section,  and any  provisions  thereof that cannot be so construed
shall be  disregarded.  Instruments  evidencing  incentive  stock  options  must
contain such provisions as are required under applicable provisions of the Code.
Incentive  stock options may be granted only to employees of the Company and its
subsidiaries.  The exercise price of an incentive stock option shall not be less
than 100% (110% in the case of an incentive  stock option granted to a more than
ten percent  Stockholder  of the Company) of the fair market value of the Common
Stock on the date of grant,  as  determined  by the Board.  An  incentive  stock
option may not be granted after the tenth  anniversary  of the date on which the
Plan was  adopted by the Board and the latest date on which an  incentive  stock
option may be exercised shall be the tenth anniversary  (fifth  anniversary,  in
the case of any  incentive  stock  option  granted  to a more  than ten  percent
Stockholder of the Company) of the date of grant, as determined by the Board.

         6.2      RESTRICTED AND UNRESTRICTED STOCK

         An Award of restricted stock entitles the recipient  thereof to acquire
shares  of  Common  Stock  upon  payment  of  the  purchase   price  subject  to
restrictions specified in the instrument evidencing the Award.

         6.2.1  RESTRICTED  STOCK AWARDS.  Awards of  restricted  stock shall be
evidenced by restricted stock  agreements.  Such agreements shall conform to the
requirements  of the Plan,  and may  contain  such other  provisions  (including
restriction  and  forfeiture  provisions,  change of control,  protection in the
event of mergers,  consolidations,  dissolutions and  liquidations) as the Board
shall deem advisable.

         6.2.2  RESTRICTIONS.  Until the restrictions  specified in a restricted
stock  agreement  shall  lapse,  restricted  stock  may not be  sold,  assigned,
transferred,  pledged or otherwise  encumbered  or disposed of, and upon certain
conditions  specified in the restricted stock  agreement,  must be resold to the
Company for the price,  if any,  specified in such agreement.  The  restrictions
shall  lapse at such time or  times,  and on such  conditions,  as the Board may
specify. The Board may at any time accelerate the time at which the restrictions
on all or any part of the shares shall lapse.

         6.2.3 RIGHTS AS A  STOCKHOLDER.  A Participant  who acquires  shares of
restricted  stock will have all of the rights of a  Stockholder  with respect to
such shares  including  the right to receive  dividends and to vote such shares.
Unless  the  Board  otherwise  determines,  certificates  evidencing  shares  of
restricted  stock will remain in the possession of the Company until such shares
are free of all restrictions under the Plan.

         6.2.4 PURCHASE PRICE.  The purchase price of shares of restricted stock
shall be determined by the Board, in its sole discretion, but such price may not
be less than the par value of such shares.

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         6.2.5 OTHER AWARDS SETTLED WITH RESTRICTED STOCK. The Board may provide
that  any or all  the  Common  Stock  delivered  pursuant  to an  Award  will be
restricted stock.

         6.2.6 UNRESTRICTED  STOCK. The Board may, in its sole discretion,  sell
to any Participant  shares of Common Stock free of  restrictions  under the Plan
for a price  determined  by the  Board,  but  which may not be less than the par
value per share of the Common Stock.

         6.3   DEFERRED STOCK

         6.3.1 DEFERRED  STOCK  AWARD.  A deferred  stock  Award  entitles  the
recipient  to receive  shares of  deferred  stock,  which is Common  Stock to be
delivered  in the future.  Delivery of the Common  Stock will take place at such
time or times, and on such conditions,  as the Board may specify.  The Board may
at any time  accelerate  the time at  which  delivery  of all or any part of the
Common Stock will take place.

         6.3.2 OTHER AWARDS SETTLED WITH DEFERRED  STOCK.  The Board may, at the
time any Award described in this Section 6 is granted, provide that, at the time
Common Stock would otherwise be delivered pursuant to the Award, the Participant
will instead  receive an instrument  evidencing the right to future  delivery of
deferred stock.

         6.4   PERFORMANCE AWARDS

         6.4.1 PERFORMANCE AWARDS. A performance Award entitles the recipient to
receive,  without payment,  an amount,  in cash or Common Stock or a combination
thereof (such form to be determined by the Board),  following the  attainment of
performance  goals.  Performance  goals may be related to personal  performance,
corporate  performance,  departmental  performance  or  any  other  category  of
performance  deemed by the Board to be  important to the success of the Company.
The Board will  determine the  performance  goals,  the period or periods during
which  performance  is to  be  measured  and  all  other  terms  and  conditions
applicable to the Award.

         6.4.2 OTHER AWARDS SUBJECT TO PERFORMANCE CONDITIONS. The Board may, at
the time any Award described in this Section 6 is granted,  impose the condition
(in addition to any conditions  specified or authorized in this Section 6 of the
Plan) that performance  goals be met prior to the  Participant's  realization of
any payment or benefit under the Award.

7.       PURCHASE PRICE AND PAYMENT

         Except as otherwise  provided in the Plan, the purchase price of Common
Stock to be acquired  pursuant to an Award shall be the price  determined by the
Board,  provided  that  such  price  shall not be less than the par value of the
Common Stock.  Except as otherwise provided in the Plan, the Board may determine
the  method of  payment  of the  exercise  price or  purchase  price of an Award
granted under the Plan and the form of payment. The Board may determine that all
or any part of the purchase  price of Common Stock pursuant to an Award has been
satisfied by

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past services rendered by the Participant. The Board may agree at any time, upon
request  of the  Participant,  to defer the date on which any  payment  under an
Award will be made.

8.       LOANS AND SUPPLEMENTAL GRANTS

         The  Company may make a loan to a  Participant,  either on or after the
grant to the Participant of any Award, in connection with the purchase of Common
Stock  under  the  Award or with  the  payment  of any  obligation  incurred  or
recognized  as a result of the  Award.  The Board  will have full  authority  to
decide  whether  the  loan is to be  secured  or  unsecured  or with or  without
recourse  against the borrower,  the terms on which the loan is to be repaid and
the conditions, if any, under which it may be forgiven.

         In connection  with any Award,  the Board may at the time such Award is
made or at a later date,  provide for and make a cash payment to the participant
not to exceed an amount equal to (a) the amount of any federal,  state and local
income tax or  ordinary  income for which the  Participant  will be liable  with
respect  to the  Award,  plus (b) an  additional  amount on a  grossed-up  basis
necessary to make him or her whole after tax,  discharging all the participant's
income tax liabilities arising from all payments under the Plan.

9.       CHANGE IN CONTROL

         9.1      IMPACT OF EVENT

         In the event of a "Change in  Control" as defined in Section  9.2,  the
following  provisions  shall apply,  unless the agreement  evidencing  the Award
otherwise  provides (by specific explicit  reference to Section 9.2 below). If a
Change in Control occurs while any Awards are outstanding,  then, effective upon
the Change in Control,  (i) each outstanding  stock option or other  stock-based
Award  awarded  under the Plan that was not  previously  exercisable  and vested
shall become immediately  exercisable in full and will no longer be subject to a
right of repurchase by the Company, (ii) each outstanding restricted stock award
or other  stock-based  Award subject to restrictions and to the extent not fully
vested,  shall be deemed to be fully vested,  free of restrictions and no longer
subject to a right of repurchase by the Company,  and (iii) deferral limitations
and conditions that relate solely to the passage of time,  continued  employment
or  affiliation  will be waived and  removed  as to  deferred  stock  Awards and
performance  Awards;  performance  of other  conditions  (other than  conditions
relating  solely to the passage of time,  continued  employment or  affiliation)
will continue to apply unless otherwise provided in the agreement evidencing the
Award or in any other  agreement  between  the  Participant  and the  Company or
unless otherwise agreed by the Board.

         9.2      DEFINITION OF "CHANGE IN CONTROL"

         "CHANGE IN CONTROL"  means an event or occurrence  set forth in any one
or more of subsections  (a) through (d) below  (including an event or occurrence
that  constitutes  a Change  in  Control  under one of such  subsections  but is
specifically exempted from another such subsection):

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         (a) the  acquisition  by an  individual,  entity or group  (within  the
meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange  Act) (a  "Person") of
beneficial  ownership  of any  capital  stock  of  Thermo  Electron  Corporation
("Thermo  Electron") if, after such acquisition,  such Person  beneficially owns
(within the meaning of Rule 13d-3  promulgated  under the  Exchange  Act) 40% or
more of  either  (i) the  then-outstanding  shares  of  common  stock of  Thermo
Electron (the  "Outstanding TMO Common Stock") or (ii) the combined voting power
of the then-outstanding securities of Thermo Electron entitled to vote generally
in  the  election  of  directors  (the  "Outstanding  TMO  Voting  Securities");
PROVIDED,  HOWEVER,  that for purposes of this  subsection  (a),  the  following
acquisitions  shall not constitute a Change in Control:  (i) any  acquisition by
Thermo  Electron,  (ii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Thermo Electron or any corporation  controlled
by Thermo  Electron,  or (iii) any acquisition by any corporation  pursuant to a
transaction  which  complies with clauses (i) and (ii) of subsection (c) of this
definition; or

         (b) such time as the  Continuing  Directors  (as defined  below) do not
constitute a majority of the Board of Directors of Thermo  Electron (the "Thermo
Board") (or, if applicable, the Board of Directors of a successor corporation to
Thermo  Electron),  where  the term  "Continuing  Director"  means at any date a
member of the Thermo  Board (i) who was a member of the Thermo  Board as of July
1, 1999 or (ii) who was nominated or elected subsequent to such date by at least
a majority of the  directors who were  Continuing  Directors at the time of such
nomination or election or whose election to the Thermo Board was  recommended or
endorsed by at least a majority of the directors who were  Continuing  Directors
at the time of such nomination or election;  PROVIDED, HOWEVER, that there shall
be excluded from this clause (ii) any  individual  whose  initial  assumption of
office  occurred as a result of an actual or  threatened  election  contest with
respect to the election or removal of  directors  or other actual or  threatened
solicitation of proxies or consents,  by or on behalf of a person other than the
Thermo Board; or

         (c)  the  consummation  of  a  merger,  consolidation,  reorganization,
recapitalization or statutory share exchange involving Thermo Electron or a sale
or  other  disposition  of all or  substantially  all of the  assets  of  Thermo
Electron in one or a series of transactions (a "Business Combination"),  unless,
immediately  following  such  Business  Combination,  each of the  following two
conditions is satisfied:  (i) all or  substantially  all of the  individuals and
entities who were the beneficial  owners of the Outstanding TMO Common Stock and
Outstanding TMO Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly,  more than 60% of the then-outstanding
shares of common  stock and the combined  voting  power of the  then-outstanding
securities   entitled  to  vote   generally  in  the   election  of   directors,
respectively,  of the  resulting  or  acquiring  corporation  in  such  Business
Combination (which shall include,  without limitation,  a corporation which as a
result of such transaction  owns Thermo Electron or substantially  all of Thermo
Electron's  assets either  directly or through one or more  subsidiaries)  (such
resulting  or  acquiring  corporation  is referred  to herein as the  "Acquiring
Corporation")  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such Business  Combination,  of the Outstanding TMO Common
Stock and Outstanding TMO Voting  Securities,  respectively;  and (ii) no Person
(excluding the Acquiring  Corporation  or any employee  benefit plan (or related
trust)   maintained  or  sponsored  by  Thermo  Electron  or  by  the  Acquiring
Corporation) beneficially owns, directly or indirectly,  40% or more of the then
outstanding  shares  of common  stock of the  Acquiring  Corporation,  or of the
combined  voting

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power of the  then-outstanding  securities of such corporation  entitled to vote
generally in the election of directors; or

         (d)  approval  by the  stockholders  of Thermo  Electron  of a complete
liquidation or dissolution of Thermo Electron.

10.      GENERAL PROVISIONS

         10.1     DOCUMENTATION OF AWARDS

         Awards will be evidenced by written instruments, which may differ among
Participants, prescribed by the Board from time to time. Such instruments may be
in the form of agreements to be executed by both the Participant and the Company
or certificates,  letters or similar  instruments  which need not be executed by
the  participant  but  acceptance of which will evidence  agreement to the terms
thereof.  Such instruments shall conform to the requirements of the Plan and may
contain  such  other  provisions  (including  provisions  relating  to events of
merger,  consolidation,  dissolution  and  liquidations,  change of control  and
restrictions   affecting  either  the  agreement  or  the  Common  Stock  issued
thereunder), as the Board deems advisable.

         10.2     RIGHTS AS A STOCKHOLDER

         Except  as  specifically   provided  by  the  Plan  or  the  instrument
evidencing the Award, the receipt of an Award will not give a Participant rights
as a Stockholder  with respect to any shares  covered by an Award until the date
of issue of a stock certificate to the participant for such shares.

         10.3     CONDITIONS ON DELIVERY OF STOCK

         The Company will not be obligated to deliver any shares of Common Stock
pursuant  to the  Plan or to  remove  any  restriction  from  shares  previously
delivered  under  the Plan (a)  until  all  conditions  of the  Award  have been
satisfied or removed,  (b) until, in the opinion of the Company's  counsel,  all
applicable  federal and state laws and regulations  have been complied with, (c)
if the  outstanding  Common  Stock is at the time listed on any stock  exchange,
until the shares have been listed or  authorized  to be listed on such  exchange
upon  official  notice of  issuance,  and (d) until all other  legal  matters in
connection  with the issuance and delivery of such shares have been  approved by
the Company's counsel. If the sale of Common Stock has not been registered under
the Securities Act of 1933, as amended,  the Company may require, as a condition
to exercise of the Award, such  representations or agreements as counsel for the
Company may consider  appropriate to avoid violation of such act and may require
that the  certificates  evidencing such Common Stock bear an appropriate  legend
restricting transfer.

         If an Award is exercised by the participant's legal representative, the
Company will be under no  obligation  to deliver  Common Stock  pursuant to such
exercise   until  the  Company  is  satisfied  as  to  the   authority  of  such
representative.

         10.4     TAX WITHHOLDING

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         The Company will  withhold  from any cash  payment made  pursuant to an
Award an amount  sufficient to satisfy all federal,  state and local withholding
tax requirements (the "withholding requirements").

         In  the  case  of an  Award  pursuant  to  which  Common  Stock  may be
delivered,  the Board will have the right to  require  that the  participant  or
other  appropriate  person remit to the Company an amount  sufficient to satisfy
the withholding  requirements,  or make other  arrangements  satisfactory to the
Board with  regard to such  requirements,  prior to the  delivery  of any Common
Stock.  If and to the extent that such  withholding  is required,  the Board may
permit the  participant  or such other  person to elect at such time and in such
manner as the Board provides to have the Company hold back from the shares to be
delivered,  or to deliver to the Company, Common Stock having a value calculated
to satisfy the withholding requirement.

         10.5     TRANSFERABILITY OF AWARDS

         Except as may be authorized by the Board,  in its sole  discretion,  no
Award (other than an Award in the form of an outright transfer of cash or Common
Stock not subject to any  restrictions) may be transferred other than by will or
the laws of descent and  distribution,  and during a  Participant's  lifetime an
Award requiring exercise may be exercised only by him or her (or in the event of
incapacity,  the  person  or  persons  properly  appointed  to act on his or her
behalf). The Board may, in its discretion,  determine the extent to which Awards
granted to a Participant shall be transferable,  and such provisions  permitting
or acknowledging transfer shall be set forth in the written agreement evidencing
the  Award  executed  and  delivered  by or on  behalf  of the  Company  and the
Participant.

         10.6     ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS

         (a) In the event of a stock  dividend,  stock split or  combination  of
shares, or other distribution with respect to holders of Common Stock other than
normal cash dividends,  the Board will make (i)  appropriate  adjustments to the
maximum  number of shares that may be delivered  under the Plan under  Section 4
above,  and (ii)  appropriate  adjustments  to the  number and kind of shares of
stock or securities subject to Awards then outstanding or subsequently  granted,
any  exercise  prices  relating  to Awards  and any other  provisions  of Awards
affected by such change.

         (b) In the  event  of any  recapitalization,  merger  or  consolidation
involving the Company, any transaction in which the Company becomes a subsidiary
of another entity, any sale or other disposition of all or a substantial portion
of the assets of the Company or any similar  transaction,  as  determined by the
Board,  the  Board  in  its  discretion  may  make  appropriate  adjustments  to
outstanding Awards to avoid distortion in the operation of the Plan.

         10.7     EMPLOYMENT RIGHTS

         Neither  the  adoption  of the Plan nor the grant of Awards will confer
upon any  person  any right to  continued  employment  with the  Company  or any
subsidiary  or interfere in any way with

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the right of the Company or subsidiary to terminate any employment  relationship
at any time or to increase or decrease the  compensation of such person.  Except
as  specifically  provided  by the  Board in any  particular  case,  the loss of
existing  or  potential  profit  in  Awards  granted  under  the  Plan  will not
constitute  an element of damages in the event of  termination  of an employment
relationship  even if the  termination  is in violation of an  obligation of the
Company to the employee.

         Whether an  authorized  leave of  absence,  or absence in  military  or
government  service,   shall  constitute  termination  of  employment  shall  be
determined  by the Board at the time.  For  purposes  of this Plan,  transfer of
employment  between  the  Company  and  its  subsidiaries  shall  not be  deemed
termination of employment.

         10.8     OTHER EMPLOYEE BENEFITS

         The value of an Award granted to a Participant who is an employee,  and
the amount of any compensation  deemed to be received by an employee as a result
of any  exercise  or purchase  of Common  Stock  pursuant to an Award or sale of
shares received under the Plan, will not constitute "earnings" or "compensation"
with  respect  to  which  any  other  employee  benefits  of such  employee  are
determined,  including  without  limitation  benefits  under any pension,  stock
ownership, stock purchase, life insurance, medical, health, disability or salary
continuation plan.

         10.9     LEGAL HOLIDAYS

         If any day on or before which action under the Plan must be taken falls
on a  Saturday,  Sunday or legal  holiday,  such action may be taken on the next
succeeding day not a Saturday, Sunday or legal holiday.

         10.10    FOREIGN NATIONALS

         Without  amending  the Plan,  Awards may be granted to persons  who are
foreign  nationals or employed  outside the United States or both, on such terms
and  conditions  different  from those  specified  in the Plan,  as may,  in the
judgment of the Board,  be  necessary or desirable to further the purpose of the
Plan.

11.      TERMINATION AND AMENDMENT

         The Plan shall remain in full force and effect until  terminated by the
Board.  Subject to the last  sentence  of this  Section 11, the Board may at any
time or times amend the Plan or any  outstanding  Award for any purpose that may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards.  No amendment of the Plan or any agreement  evidencing
Awards under the Plan may adversely  affect the rights of any participant  under
any Award previously granted without such participant's consent.


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