Exhibit 10.1


                                INCENTIVE PLAN OF
                           EDGE PETROLEUM CORPORATION

             (As Amended and Restated Effective as of July 27, 1999)


                  1. Plan.  This Incentive  Plan of Edge  Petroleum  Corporation
(the  "Plan")  was  adopted  by Edge  Petroleum  Corporation  to reward  certain
corporate  officers and key employees of Edge Petroleum  Corporation and certain
independent  consultants  by enabling them to acquire  shares of common stock of
Edge Petroleum Corporation.

                  2. Objectives. This Plan is designed to attract and retain key
employees  of the Company and its  Subsidiaries  (as  hereinafter  defined),  to
attract and retain  qualified  directors of the  Company,  to attract and retain
consultants  and  other  independent  contractors,  to  encourage  the  sense of
proprietorship of such employees,  directors and independent  contractors and to
stimulate the active  interest of such persons in the  development and financial
success  of  the  Company  and  its  Subsidiaries.  These  objectives  are to be
accomplished  by making  Awards  (as  hereinafter  defined)  under this Plan and
thereby  providing  Participants  (as  hereinafter  defined)  with a proprietary
interest in the growth and performance of the Company and its Subsidiaries.

                  3.  Definitions.  As used  herein,  the terms set forth  below
shall have the following respective meanings:

                  "Annual Director Award Date" means, for each year beginning on
or after  the IPO  Closing  Date,  the  first  business  day of the  month  next
succeeding the date upon which the annual meeting of stockholders of the Company
is held in such year.

                  "Authorized  Officer"  means the  Chairman of the Board or the
Chief  Executive  Officer of the  Company  (or any other  senior  officer of the
Company to whom either of them shall delegate the authority to execute any Award
Agreement).

                  "Award"  means  an  Employee  Award,  a  Director  Award or an
Independent Contractor Award.

                  "Award Agreement" means any Employee Award Agreement, Director
Award Agreement or Independent Contractor Award Agreement.

                  "Board" means the Board of Directors of the Company.

                  "Cash Award" means an award denominated in cash.

                  "Code"  means the Internal  Revenue  Code of 1986,  as amended
from time to time.

                  "Committee"  means the Compensation  Committee of the Board or
such other  committee of the Board as is  designated  by the Board to administer
the Plan.

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

                  "Company"  means  Edge  Petroleum   Corporation,   a  Delaware
corporation.

                  "Director"  means an  individual  serving  as a member  of the
Board.

                  "Director  Award"  means the grant of a  Director  Option or a
Director Stock Award.


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                  "Director Award Agreement" means a written  agreement  between
the Company and a Participant  who is a Nonemployee  Director  setting forth the
terms, conditions and limitations applicable to a Director Award.

                  "Director  Stock  Award"  means a  Stock  Award  granted  to a
Nonemployee   Director  pursuant  to  the  applicable   terms,   conditions  and
limitations specified in paragraph 9(b) hereof.

                  "Disability"  means,  with respect to a Nonemployee  Director,
the  inability to perform the duties of a Director  for a  continuous  period of
more than  three  months by reason of any  medically  determinable  physical  or
mental impairment.

                  "Dividend  Equivalents"  means,  with  respect  to  shares  of
Restricted Stock that are to be issued at the end of the Restriction  Period, an
amount  equal  to  all  dividends  and  other  distributions  (or  the  economic
equivalent  thereof)  that are  payable  to  stockholders  of record  during the
Restriction Period on a like number of shares of Common Stock.

                  "Employee"  means an  employee  of the  Company  or any of its
Subsidiaries  and an  individual  who has  agreed to become an  Employee  of the
Company or any of its  Subsidiaries and actually becomes such an Employee within
the following six months.

                  "Employee  Award"  means the grant of any Option,  SAR,  Stock
Award, Cash Award or Performance  Award,  whether granted singly, in combination
or in tandem,  to a Participant  who is an Employee  pursuant to such applicable
terms,  conditions  and  limitations  as the Committee may establish in order to
fulfill the objectives of the Plan.

                  "Employee Award Agreement" means a written  agreement  between
the  Company  and a  Participant  who is an  Employee  setting  forth the terms,
conditions and limitations applicable to an Employee Award.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended from time to time.

                  "Fair Market Value" of a share of Common Stock means,  as of a
particular  date,  (i) if  shares  of Common  Stock  are  listed  on a  national
securities  exchange,  the mean  between the highest and lowest  sales price per
share of Common Stock on the consolidated  transaction  reporting system for the
principal  national  securities  exchange  on which  shares of Common  Stock are
listed on that date,  or, if there  shall have been no such sale so  reported on
that date, on the last preceding date on which such a sale was so reported, (ii)
if shares  of  Common  Stock  are not so  listed  but are  quoted on the  Nasdaq
National  Market,  the mean between the highest and lowest sales price per share
of Common  Stock  reported by the Nasdaq  National  Market on that date,  or, if
there  shall  have  been no such  sale so  reported  on that  date,  on the last
pre-ceding date on which such a sale was so reported,  (iii) if the Common Stock
is not so listed or quoted,  the mean between the closing bid and asked price on
that date,  or, if there are no quotations  available for such date, on the last
preceding date on which such quotations  shall be available,  as reported by the
Nasdaq Stock  Market,  or, if not reported by the Nasdaq  Stock  Market,  by the
National Quotation Bureau Incorporated or (iv) if shares of Common Stock are not
publicly traded,  the most recent value  determined by an independent  appraiser
appointed by the Company for such purpose;  provided that,  notwithstanding  the
foregoing,  "Fair Market Value" in the case of any Award made in connection with
the IPO, means the price per share to the public of the Common Stock in the IPO,
as set forth in the final prospectus relating to the IPO.

                  "Incentive  Option" means an Option that is intended to comply
with the requirements set forth in Section 422 of the Code.

                  "Independent  Contractor" means a person providing services to
the  Company  or any of its  Subsidiaries  except  an  Employee  or  Nonemployee
Director.

                  "Independent   Contractor   Award"  means  the  grant  of  any
Nonqualified  Stock Option,  SAR, Stock Award, Cash Award or Performance  Award,
whether granted singly, in combination or in tandem, to a Participant

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who is an Independent  Contractor pursuant to such applicable terms,  conditions
and  limitations  as the  Committee  may  establish  in  order  to  fulfill  the
objectives of the Plan.

                  "Independent  Contractor  Award  Agreement"  means  a  written
agreement between the Company and a Participantwho is an Independent  Contractor
setting forth the terms, conditions and limitations applicable to an Independent
Contractor Award.

                  "IPO"  means the first  time a  registration  statement  filed
under the Securities Act of 1933 and respecting an underwritten primary offering
by the Company of shares of Common  Stock is declared  effective  under that Act
and the shares registered by that registration  statement are issued and sold by
the  Company  (otherwise  than  pursuant to the  exercise  of any  overallotment
option).

                  "IPO Closing  Date" means the date on which the Company  first
receives payment for the shares of Common Stock it sells in the IPO.

                  "Nonemployee  Director" has the meaning set forth in paragraph
4(b) hereof.

                  "Nonqualified  Stock  Option"  means an Option  that is not an
Incentive Option.

                  "Option"  means a right to  purchase  a  specified  number  of
shares of Common Stock at a specified price.

                  "Participant"  means  an  Employee,  Director  or  Independent
Contractor to whom an Award has been made under this Plan.

                  "Performance  Award" means an award made pursuant to this Plan
to a Participant who is an Employee or Independent  Contractor who is subject to
the attainment of one or more Performance Goals.

                  "Performance  Goal"  means  a  standard   established  by  the
Committee, to determine in whole or in part whether a Performance Award shall be
earned.

                  "Restricted  Stock" means any Common Stock that is  restricted
or subject to forfeiture provisions.

                  "Restriction  Period"  means a period of time  beginning as of
the date upon which an Award of  Restricted  Stock is made pursuant to this Plan
and ending as of the date upon which the Common  Stock  subject to such Award is
no longer restricted or subject to forfeiture provisions.

                  "Rule 16b-3" means Rule 16b-3  promulgated  under the Exchange
Act, or any successor rule.

                  "SAR"  means a right to receive a  payment,  in cash or Common
Stock, equal to the excess of the Fair Market Value or other specified valuation
of a  specified  number  of  shares  of  Common  Stock on the date the  right is
exercised  over a specified  strike  price,  in each case,  as determined by the
Committee.

                  "Stock  Award"  means an award in the form of shares of Common
Stock or units denominated in shares of Common Stock.

                  "Subsidiary"  means  (i) in the  case  of a  corporation,  any
corporation of which the Company directly or indirectly owns shares representing
more than 50% of the  combined  voting  power of the  shares of all  classes  or
series  of  capital  stock of such  corporation  which  have  the  right to vote
generally on matters submitted to a vote of the stockholders of such corporation
and (ii) in the case of a partnership or other business  entity not organized as
a  corporation,  any such  business  entity of which  the  Company  directly  or
indirectly  owns more  than 50% of the  voting,  capital  or  profits  interests
(whether  in  the  form  of  partnership  interests,   membership  interests  or
otherwise).


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                  4.       Eligibility.

                  (a)  Employees.  Key  Employees  eligible for Employee  Awards
         under  this Plan are those who hold  positions  of  responsibility  and
         whose  performance,  in the  judgment  of  the  Committee,  can  have a
         significant  effect on the success of the Company and its Subsidiaries,
         including those individuals who are expected to become Employees within
         six months.

                  (b) Directors.  Directors  eligible for Director  Awards under
         this Plan are those who are not  employees of the Company or any of its
         Subsidiaries ("Nonemployee Directors").

                  (c) Independent Contractors.  Independent Contractors eligible
         for Independent Contractor Awards under this Plan are those Independent
         Contractors providing services to, or who will provide services to, the
         Company or any of its Subsidiaries.

                  5.  Common  Stock   Available  for  Awards.   Subject  to  the
provisions  of  paragraph 15 hereof,  there shall be available  for Awards under
this Plan granted wholly or partly in Common Stock (including  rights or options
that may be exercised  for or settled in Common Stock) an aggregate of 1,200,000
shares of Common Stock,  all of which shall be available for Incentive  Options.
The number of shares of Common  Stock that are the subject of Awards  under this
Plan, that are forfeited or terminated,  expire unexercised, are settled in cash
in lieu of  Common  Stock or in a  manner  such  that all or some of the  shares
covered by an Award are not issued to a Participant  or are exchanged for Awards
that do not involve Common Stock,  shall again immediately  become available for
Awards  hereunder.  The  Committee  may from time to time adopt and observe such
procedures  concerning the counting of shares against the Plan maximum as it may
deem  appropriate.  The Board and the appropriate  officers of the Company shall
from time to time take  whatever  actions  are  necessary  to file any  required
documents  with  governmental  authorities,   stock  exchanges  and  transaction
reporting  systems  to ensure  that  shares of Common  Stock are  available  for
issuance pursuant to Awards.

                  6.       Administration.

                  (a) This Plan, as it applies to Participants who are Employees
         or Independent Contractors but not with respect to Participants who are
         Nonemployee Directors,  shall be administered by the Committee.  To the
         extent  required in order for Employee Awards to be exempt from Section
         16 of the Exchange Act by virtue of the  provisions of Rule 16b-3,  the
         Committee  shall  consist of at least two members of the Board who meet
         the requirements of the definition of "non-employee director" set forth
         in Rule 16b-3(b)(3)(i) promulgated under the Exchange Act.

                  (b)  Subject to the  provisions  hereof,  insofar as this Plan
         relates to the Employee Awards or Independent  Contractor  Awards,  the
         Committee  shall  have  full  and  exclusive  power  and  authority  to
         administer  this  Plan and to take all  actions  that are  specifically
         contemplated  hereby or are necessary or appropriate in connection with
         the  administration  hereof.  Insofar as this Plan  relates to Employee
         Awards or Independent  Contractor Awards, the Committee shall also have
         full and  exclusive  power to  interpret  this  Plan and to adopt  such
         rules,  regulations and guidelines for carrying out this Plan as it may
         deem necessary or proper, all of which powers shall be exercised in the
         best  interests  of the Company and in keeping with the  objectives  of
         this Plan.  The  Committee  may,  in its  discretion,  provide  for the
         extension of the  exercisability  of an Employee  Award or  Independent
         Contractor  Award,  accelerate  the  vesting  or  exercisability  of an
         Employee Award or Independent  Contractor Award, eliminate or make less
         restrictive  any  restrictions   contained  in  an  Employee  Award  or
         Independent  Contractor Award, waive any restriction or other provision
         of this Plan (insofar as such provision  relates to Employee  Awards or
         to Independent  Contractor  Awards) or an Employee Award or Independent
         Contractor  Award or  otherwise  amend or modify an  Employee  Award or
         Independent  Contractor  Award in any  manner  that is  either  (i) not
         adverse to the  Participant  to whom such Employee Award or Independent
         Contractor Award was granted or (ii) consented to by such  Participant.
         The  Committee  may make an award to an  individual  who it  expects to
         become an Employee of the Company or any of its Subsidiaries within the
         next six  months,  with such award  being  subject  to the  individuals
         actually  becoming an Employee within such time period,  and subject to
         such other terms and conditions as may be established by the Committee.
         The  Committee  may  correct


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<PAGE>

         any defect or supply any omission or  reconcile  any  inconsistency  in
         this Plan or in any Employee Award or Independent  Contractor  Award in
         the manner and to the extent the Committee deems necessary or desirable
         to further the Plan  purposes.  Any  decision of the  Committee  in the
         interpretation  and  administration  of this Plan  shall lie within its
         sole and absolute discretion and shall be final, conclusive and binding
         on all parties concerned.

                  (c) No member of the  Committee  or officer of the  Company to
         whom the  Committee  has  delegated  authority in  accordance  with the
         provisions  of  paragraph  7 of this Plan shall be liable for  anything
         done  or  omitted  to be  done  by him or  her,  by any  member  of the
         Committee  or by any  officer  of the  Company in  connection  with the
         performance  of any duties  under this Plan,  except for his or her own
         willful misconduct or as expressly provided by statute.

                  7. Delegation of Authority.  The Committee may delegate to the
Chief  Executive  Officer and to other senior officers of the Company its duties
under this Plan pursuant to such  conditions or limitations as the Committee may
establish,  except  that  the  Committee  may not  delegate  to any  person  the
authority to grant Awards to, or take other action with respect to, Participants
who are subject to Section 16 of the Exchange Act.

                  8.       Employee and Independent Contractor Awards.

                  (a)  The  Committee  shall  determine  the  type or  types  of
Employee Awards to be made under this Plan and shall designate from time to time
the Employees who are to be the  recipients of such Awards.  Each Employee Award
may be embodied in an Employee Award Agreement,  which shall contain such terms,
conditions  and  limitations as shall be determined by the Committee in its sole
discretion and shall be signed by the  Participant to whom the Employee Award is
made and by an  Authorized  Officer for and on behalf of the  Company.  Employee
Awards may  consist of those  listed in this  paragraph  8(a)  hereof and may be
granted singly, in combination or in tandem. Employee Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives  to, grants
or rights  under this Plan or any other  employee  plan of the Company or any of
its  Subsidiaries,  including the plan of any acquired entity. An Employee Award
may provide for the grant or issuance of additional,  replacement or alternative
Employee Awards upon the occurrence of specified events,  including the exercise
of the  original  Employee  Award  granted to a  Participant.  All or part of an
Employee Award may be subject to conditions established by the Committee,  which
may include, but are not limited to, continuous service with the Company and its
Subsidiaries,   achievement  of  specific  business  objectives,   increases  in
specified  indices,  attainment of specified  growth rates and other  comparable
measurements of performance. Upon the termination of employment by a Participant
who is an  Employee,  any  unexercised,  deferred,  unvested or unpaid  Employee
Awards shall be treated as set forth in the applicable Employee Award Agreement.

                           (i) Stock  Option.  An  Employee  Award may be in the
                  form of an Option. An Option awarded pursuant to this Plan may
                  consist of an Incentive Option or a Nonqualified  Option.  The
                  price at which shares of Common  Stock may be  purchased  upon
                  the exercise of an Incentive Option shall be not less than the
                  Fair  Market  Value of the Common  Stock on the date of grant.
                  The price at which  shares of  Common  Stock may be  purchased
                  upon the exercise of a  Nonqualified  Option shall be not less
                  than the Fair Market  Value of the Common Stock on the date of
                  grant.  Subject  to  the  foregoing  provisions,   the  terms,
                  conditions and  limitations  applicable to any Options awarded
                  pursuant to this Plan,  including  the term of any Options and
                  the date or dates upon which they become exercisable, shall be
                  determined by the Committee.

                           (ii) Stock Appreciation  Right. An Employee Award may
                  be  in  the  form  of  an  SAR.  The  terms,   conditions  and
                  limitations  applicable  to any SARs awarded  pursuant to this
                  Plan,  including  the  term of any  SARs and the date or dates
                  upon which they become exercisable, shall be determined by the
                  Committee.

                           (iii) Stock  Award.  An Employee  Award may be in the
                  form of a Stock Award.  The terms,  conditions and limitations
                  applicable to any Stock Awards  granted  pursuant to this Plan
                  shall be determined by the Committee.


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<PAGE>

                           (iv) Cash Award. An Employee Award may be in the form
                  of  a  Cash  Award.  The  terms,  conditions  and  limitations
                  applicable  to any Cash Awards  granted  pursuant to this Plan
                  shall be determined by the Committee.

                           (v) Performance  Award.  Without limiting the type or
                  number of  Employee  Awards  that may be made  under the other
                  provisions of this Plan, an Employee  Award may be in the form
                  of a Performance  Award.  A  Performance  Award shall be paid,
                  vested  or  otherwise  deliverable  solely on  account  of the
                  attainment   of  one  or   more   pre-established,   objective
                  Performance  Goals  established by the Committee  prior to the
                  earlier to occur of (x) 90 days after the  commencement of the
                  period of service to which the  Performance  Goal  relates and
                  (y) the lapse of 25% of the period of service (as scheduled in
                  good  faith at the time the goal is  established),  and in any
                  event  while  the  outcome  is  substantially   uncertain.   A
                  Performance   Goal  is  objective  if  a  third  party  having
                  knowledge of the relevant  facts could  determine  whether the
                  goal is met.  Such a  Performance  Goal may be based on one or
                  more business  criteria that apply to the  individual,  one or
                  more business units of the Company, or the Company as a whole,
                  and  may  include  one or  more  of the  following:  increased
                  revenue, net income,  stock price, market share,  earnings per
                  share,  return on  equity,  return on  assets or  decrease  in
                  costs.  Unless otherwise stated,  such a Performance Goal need
                  not be based  upon an  increase  or  positive  result  under a
                  particular business criterion and could include,  for example,
                  maintaining  the  status  quo  or  limiting   economic  losses
                  (measured,  in each case,  by reference  to specific  business
                  criteria).  In  interpreting  Plan  provisions  applicable  to
                  Performance Goals and Performance  Awards, it is the intent of
                  the Plan to conform with the  standards  of Section  162(m) of
                  the Code and Treasury Regulation ss.1.16227(e)(2)(i),  and the
                  Committee in establishing such goals and interpreting the Plan
                  shall be guided by such  provisions.  Prior to the  payment of
                  any  compensation  based  on the  achievement  of  Performance
                  Goals,  the Committee must certify in writing that  applicable
                  Performance  Goals and any of the material terms thereof were,
                  in fact, satisfied.  Subject to the foregoing provisions,  the
                  terms,   conditions   and   limitations   applicable   to  any
                  Performance  Awards  made  pursuant  to  this  Plan  shall  be
                  determined by the Committee.

                  (b) Notwithstanding anything to the contrary contained in this
         Plan, the following limitations shall apply to any Employee Awards made
         hereunder:

                           (i)  no  Participant  may  be  granted,   during  any
                  one-year period, Employee Awards consisting of Options or SARs
                  that are  exercisable  for more than 135,000  shares of Common
                  Stock;

                           (ii)  no  Participant  may  be  granted,  during  any
                  one-year  period,  Stock  Awards  covering or relating to more
                  than 135,000 shares of Common Stock (the  limitation set forth
                  in this clause (ii), together with the limitation set forth in
                  clause (i) above, being hereinafter  collectively  referred to
                  as the "Stock Based Awards Limitations"); and

                           (iii) no Participant  may be granted  Employee Awards
                  consisting of cash or in any other form  permitted  under this
                  Plan (other than Employee Awards consisting of Options or SARs
                  or  otherwise  consisting  of shares of Common  Stock or units
                  denominated in such shares) in respect of any one-year  period
                  having a value  determined  on the date of grant in  excess of
                  $500,000.

                  (c) The  Committee  shall  have  the sole  responsibility  and
         authority  to  determine  the type or types of  Independent  Contractor
         Awards to be made under this Plan and may make any such Awards as could
         be made to an Employee, other than Incentive Options; provided that the
         limitations  described  in  paragraph  8(b)  shall be  inapplicable  to
         Independent Contractor Awards.

                  9. Director Awards.  Each Nonemployee  Director of the Company
shall be granted Director Awards in accordance with this paragraph 9 and subject
to the applicable  terms,  conditions and limitations set forth in this Plan and
the  applicable  Director  Award  Agreement.  Notwithstanding  anything  to  the
contrary contained


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<PAGE>


herein,  Director  Awards  shall  not be made in any year in which a  sufficient
number of shares of Common  Stock are not  available  to make such Awards  under
this Plan.

                  (a)  Director   Options.   On  the  IPO  Closing  Date,   each
         Nonemployee  Director shall be automatically  awarded a Director Option
         number of shares of Common Stock determined in the following table:


                Years of Service With the                    Number of Shares
               Company or its Predecessors                   Subject to Option
               ---------------------------                   -----------------

                  4 years or greater                               8,000

                  3 to 4 years                                     6,000

                  2 to 3 years                                     4,000

                  2 years or less                                  2,000

Effective upon the IPO Closing Date, on the date of his or her first appointment
or  election  to  the  Board  of  Directors,   a  Nonemployee   Director   shall
automatically  be granted a Director  Option that  provides  for the purchase of
5,000 shares of Common Stock.  In addition,  on each Annual Director Award Date,
each Nonemployee  Director shall automatically be granted a Director Option that
provides for the purchase of 3,000 shares of Common Stock.  Each Director Option
shall  have a term of ten  years  from the date of  grant,  notwithstanding  any
earlier termination of the status of the holder as a Nonemployee  Director.  The
purchase price of each share of Common Stock subject to a Director  Option shall
be equal to the Fair Market Value of the Common Stock on the date of grant.  All
Director  Options granted after July 27, 1999 shall vest and become  exercisable
on the second  anniversary of the date of grant.  All unvested  Director Options
shall be forfeited if the Nonemployee Director resigns as a Director without the
consent of a majority of the other Directors.

                  Any Award of Director  Options shall be embodied in a Director
Award Agreement,  which shall contain the terms,  conditions and limitations set
forth above and shall be signed by the Participant to whom the Director  Options
are granted and by an Authorized Officer for and on behalf of the Company.

                  (b) Director Stock Award.  On each Annual  Director Award Date
         after July 27, 1999, each Nonemployee  Director who was serving as such
         on the date  immediately  preceding the most recent  annual  meeting of
         stockholders,  shall  automatically  be  awarded  a number of shares of
         Common Stock,  in lieu of one-half of the annual retainer to be paid to
         the  Nonemployee  Director for the  preceding  twelve months in cash. A
         number of  shares of Common  Stock  (rounded  up to the  nearest  whole
         number) having a Fair Market Value equal to 50% of the annual  retainer
         otherwise  to be paid to the  Nonemployee  Director  for the  preceding
         twelve months shall be awarded.

                  10.      Payment of Awards.

                  (a)  General.   Payment  of  Employee  Awards  or  Independent
         Contractor Awards may be made in the form of cash or Common Stock, or a
         combination thereof, and may include such restrictions as the Committee
         shall determine,  including, in the case of Common Stock,  restrictions
         on transfer and forfeiture provisions.  If payment of an Employee Award
         or  Independent  Contractor  Award  is made in the  form of  Restricted
         Stock,  the applicable  Award  Agreement  relating to such shares shall
         specify  whether  they are to be issued at the  beginning or end of the
         Restriction Period. In the event that shares of Restricted Stock are to
         be issued at the beginning of the Restriction  Period, the certificates
         evidencing  such  shares  (to  the  extent  that  such  shares  are  so
         evidenced)  shall contain  appropriate  legends and  restrictions  that
         describe  the  terms  and  conditions  of the  restrictions  applicable
         thereto.  In the event that shares of Restricted Stock are to be issued
         at the end of the Restricted  Period,  the right to receive such shares
         shall be evidenced by book entry  registration  or in such other manner
         as the Committee may determine.


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<PAGE>


                  (b)  Deferral.  With the  approval of the  Committee,  amounts
         payable in respect of Employee Awards or Independent  Contractor Awards
         may be  deferred  and paid either in the form of  installments  or as a
         lump sum payment.  The Committee may permit  selected  Participants  to
         elect to defer  payments  of some or all  types of  Employee  Awards or
         Independent Contractor Awards in accordance with procedures established
         by  the  Committee.  Any  deferred  payment  of an  Employee  Award  or
         Independent  Contractor  Award,  whether  elected by the Participant or
         specified by the Award Agreement or by the Committee,  may be forfeited
         if and to the extent that the Award Agreement so provides.

                  c)  Dividends  and  Interest.  Rights to dividends or Dividend
         Equivalents  may be extended to and made part of any Employee  Award or
         Independent  Contractor  Award  consisting of shares of Common Stock or
         units  denominated  in shares of Common  Stock,  subject to such terms,
         conditions  and  restrictions  as  the  Committee  may  establish.  The
         Committee may also establish  rules and procedures for the crediting of
         interest  on  deferred  cash  payments  and  Dividend  Equivalents  for
         Employee Awards or Independent  Contractor  Awards consisting of shares
         of Common Stock or units denominated in shares of Common Stock.

                  (d)   Substitution  of  Awards.   At  the  discretion  of  the
         Committee,  a Participant who is an Employee or Independent  Contractor
         may  be  offered  an  election  to  substitute  an  Employee  Award  or
         Independent  Contractor Award for another Employee Award or Independent
         Contractor Award or Employee Awards or Independent Contractor Awards of
         the same or different type.

                  11. Stock Option Exercise. The price at which shares of Common
Stock  may be  purchased  under an  Option  shall be paid in full at the time of
exercise in cash or, if elected by the optionee,  the optionee may purchase such
shares  by means  of  tendering  Common  Stock or  surrendering  another  Award,
including  Restricted Stock or Director  Restricted Stock, valued at Fair Market
Value on the date of exercise,  or any combination  thereof. The Committee shall
determine  acceptable  methods for Participants who are Employees or Independent
Contractors  to tender-  Common Stock or other  Employee  Awards or  Independent
Contractor Awards;  provided that any Common Stock that is or was the subject of
an Employee Award or Independent  Contractor Award may be so tendered only if it
has been held by the Participant  for six months.  The Committee may provide for
procedures  to permit the  exercise  or  purchase  of such  Awards by use of the
proceeds to be received  from the sale of Common Stock  issuable  pursuant to an
Employee Award or Independent Contractor Award. Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted Stock are tendered
as  consideration  for the exercise of an Option,  a number of the shares issued
upon the  exercise  of the Option,  equal to the number of shares of  Restricted
Stock or Director  Restricted  Stock used as  consideration  therefor,  shall be
subject to the same restrictions as the Restricted Stock or Director  Restricted
Stock so submitted as well as any additional restrictions that may be imposed by
the Committee.

                  12.  Taxes.  The  Company  shall  have  the  right  to  deduct
applicable  taxes from any Employee  Award payment and withhold,  at the time of
delivery  or vesting  of cash or shares of Common  Stock  under  this  Plan,  an
appropriate  amount of cash or number of shares of Common Stock or a combination
thereof for payment of taxes required by law or to take such other action as may
be  necessary  in the  opinion of the  Company to satisfy  all  obligations  for
withholding  of such taxes.  The  Committee  may also permit  withholding  to be
satisfied by the  transfer to the Company of shares of Common Stock  theretofore
owned by the holder of the Employee  Award with respect to which  withholding is
required.  If shares of Common Stock are used to satisfy tax  withholding,  such
shares shall be valued  based on the Fair Market Value when the tax  withholding
is required to be made.  The Committee may provide for loans,  on either a short
term or demand basis,  from the Company to a  Participant  who is an Employee or
Independent Contractor to permit the payment of taxes required by law.

                  13. Amendment,  Modification,  Suspension or Termination.  The
Board may amend,  modify,  suspend  or  terminate  this Plan for the  purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted  by law,  except  that  (i) no  amendment  or  alteration  that  would
adversely  affect  the  rights of any  Participant  under  any Award  previously
granted  to  such  Participant  shall  be  made  without  the  consent  of  such
Participant and (ii) no amendment or alteration  shall be effective prior to its
approval by the  stockholders of the Company to the extent such approval is then
required pursuant to Rule 16b-3 in order to preserve the applicability of

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any exemption  provided by such rule to any Award then  outstanding  (unless the
holder  of  such  Award  consents)  or to the  extent  stockholder  approval  is
otherwise required by applicable legal requirements.

                  14.   Assignability.   Unless  otherwise   determined  by  the
Committee  and provided in the Award  Agreement,  no Award or any other  benefit
under this Plan  constituting a derivative  security  within the meaning of Rule
16a-1(c)  under the Exchange Act shall be assignable  or otherwise  transferable
except  by will  or the  laws of  descent  and  distribution  or  pursuant  to a
qualified  domestic  relations  order as  defined  by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder.  The Committee
may prescribe and include in applicable Award  Agreements other  restrictions on
transfer.  Any attempted  assignment of an Award or any other benefit under this
Plan in violation of this paragraph 14 shall be null and void.

                  15.      Adjustments.

                  (a) The  existence of  outstanding  Awards shall not affect in
         any manner the right or power of the  Company  or its  stockholders  to
         make  or   authorize   any  or  all   adjustments,   recapitalizations,
         reorganizations or other changes in the capital stock of the Company or
         its  business or any merger or  consolidation  of the  Company,  or any
         issue  of  bonds,  debentures,  preferred  or  prior  preference  stock
         (whether  or not such issue is prior to, on a parity  with or junior to
         the Common Stock) or the dissolution or liquidation of the Company,  or
         any sale or transfer of all or any part of its assets or  business,  or
         any other corporate act or proceeding of any kind,  whether or not of a
         character similar to that of the acts or proceedings enumerated above.

                  (b) In  the  event  of any  subdivision  or  consolidation  of
         outstanding  shares of Common Stock,  declaration of a dividend payable
         in shares of Common  Stock or other  stock  split,  then,  except  with
         respect  to the  Existing  Options,  (i) the number of shares of Common
         Stock  reserved  under this  Plan,  (ii) the number of shares of Common
         Stock  covered  by  outstanding  Awards in the form of Common  Stock or
         units denominated in Common Stock, (iii) the exercise or other price in
         respect of such  Awards,  (iv) the  appropriate  Fair Market  Value and
         other price determinations for such Awards, (v) the number of shares of
         Common Stock covered by Director Options automatically granted pursuant
         to paragraph  9(a) hereof and (vi) the Stock Based  Awards  Limitations
         shall each be  proportionately  adjusted  by the Board to reflect  such
         transaction.  In the event of any  other  recapitalization  or  capital
         reorganization  of the  Company,  any  consolidation  or  merger of the
         Company with another corporation or entity, the adoption by the Company
         of any plan of exchange  affecting the Common Stock or any distribution
         to holders of Common Stock of securities or property (other than normal
         cash dividends or dividends  payable in Common Stock),  the Board shall
         make  appropriate  adjustments  to (i) the  number  of shares of Common
         Stock  covered  by  Awards  in  the  form  of  Common  Stock  or  units
         denominated  in  Common  Stock,  (ii) the  exercise  or other  price in
         respect of such  Awards,  (iii) the  appropriate  Fair Market Value and
         other price  determinations for such Awards,  (iv) the number of shares
         of Common  Stock  covered by  Director  Options  automatically  granted
         pursuant  to  paragraph  9(a)  hereof  and (v) the Stock  Based  Awards
         Limitations  to  give  effect  to  such   transaction   shall  each  be
         proportionately  adjusted  by the Board to  reflect  such  transaction;
         provided that such  adjustments  shall only be such as are necessary to
         maintain  the  proportionate  interest of the holders of the Awards and
         preserve,  without exceeding, the value of such Awards. In the event of
         a corporate  merger,  consolidation,  acquisition of property or stock,
         separation,   reorganization   or  liquidation,   the  Board  shall  be
         authorized  to issue or assume Awards by means of  substitution  of new
         Awards,  as  appropriate,  for  previously  issued  Awards or to assume
         previously issued Awards as part of such adjustment.

                  (c)  In  the  event  of  a  corporate  merger,  consolidation,
         acquisition  of  property  or  stock,  separation,   reorganization  or
         liquidation,  the Board may make such adjustments to outstanding Awards
         or other  provisions for the  disposition  of outstanding  Awards as it
         deems  equitable,  and shall be authorized,  in its discretion,  (i) to
         provide  for the  substitution  of a new  Award  or  other  arrangement
         (which, if applicable, may be exercisable for such property or stock as
         the Board  determines) for an outstanding Award or the assumption of an
         outstanding  Award,  regardless  of whether in a  transaction  to which
         Section  424(a)  of the Code  applies,  (ii) to  provide,  prior to the
         transaction, for the acceleration of the vesting and exercisability of,
         or lapse of restrictions with respect to, the outstanding Award and, if
         the transaction is a cash merger, to


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         provide for the  termination  of any portion of the Award that  remains
         unexercised at the time of such transaction or (iii) to provide for the
         acceleration of the vesting and  exercisability of an outstanding Award
         and the  cancellation  thereof in exchange for such payment as shall be
         mutually agreeable to the Participant and the Board.

                  16.  Restrictions.  No Common  Stock or other  form of payment
shall be issued with respect to any Award unless the Company  shall be satisfied
based on the advice of its counsel that such issuance will be in compliance with
applicable  federal and state  securities  laws. It is the intent of the Company
that grants of Awards  under this Plan  comply  with Rule 16b-3 with  respect to
persons  subject to Section 16 of the  Exchange  Act unless  otherwise  provided
herein or in an Award Agreement,  that any ambiguities or inconsistencies in the
construction of such an Award or this Plan be interpreted to give effect to such
intention.  Certificates  evidencing shares of Common Stock delivered under this
Plan (to the extent  that such shares are so  evidenced)  may 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 securities  exchange or transaction  reporting system
upon  which  the  Common  Stock is then  listed or to which it is  admitted  for
quotation and any applicable  federal or state securities law. The Committee may
cause a legend or legends to be placed upon such  certificates  (if any) to make
appropriate reference to such restrictions.

                  17. Unfunded Plan.  Insofar as it provides for Awards of cash,
Common  Stock  or  rights  thereto,  this  Plan  shall  be  unfunded.   Although
bookkeeping  accounts may be established  with respect to  Participants  who are
entitled  to cash,  Common  Stock or rights  thereto  under this Plan,  any such
accounts  shall be used merely as a bookkeeping  convenience.  The Company shall
not be required to segregate any assets that may at any time be  represented  by
cash,  Common  Stock or rights  thereto,  nor shall  this Plan be  construed  as
providing  for  such  segregation,  nor  shall  the  Company,  the  Board or the
Committee be deemed to be a trustee of any cash,  Common Stock or rights thereto
to be granted under this Plan. Any liability or obligation of the Company to any
Participant  with respect to an Award of cash,  Common  Stock or rights  thereto
under this Plan shall be based solely upon any contractual  obligations that may
be  created  by this  Plan and any Award  Agreement,  and no such  liability  or
obligation  of the Company  shall be deemed to be secured by any pledge or other
encumbrance  on any property of the  Company.  Neither the Company nor the Board
nor the  Committee  shall  be  required  to give  any  security  or bond for the
performance of any obligation that may be created by this Plan.

                  18. Governing Law. This Plan and all  determinations  made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the  securities  laws of the United  States,  shall be
governed by and construed in accordance with the laws of the State of Delaware.

                  19.  Effectiveness.  The Plan as hereby  amended and  restated
shall be effective as of July 27, 1999.












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