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                                                                   EXHIBIT 10.9A

              INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.

                      1996 STOCK OPTION/STOCK ISSUANCE PLAN
                   (AS AMENDED AND RESTATED FEBRUARY 3, 1997)

                                   ARTICLE ONE

                               GENERAL PROVISIONS

     I.   PURPOSES OF THE PLAN

          This 1996 Stock Option/Stock Issuance Plan (the "Plan") was adopted by
International Wireless Communications Holdings, Inc., a Delaware corporation
(the "Corporation"), on August 8, 1996, the date upon which International
Wireless Communications, Inc. became a wholly-owned subsidiary of the
Corporation.  The Plan is intended to promote the interests of the Corporation
by providing a method whereby eligible individuals who provide valuable services
to the Corporation (or any Parent or Subsidiary) may be offered incentives and
rewards which will encourage them to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation and continue
to render services to the Corporation (or any Parent or Subsidiary).

     II.  DEFINITIONS

          For the purposes of this Plan, the following definitions shall be in
effect:

          A.   BOARD shall mean the Corporation's Board of Directors.

          B.   CODE shall mean the Internal Revenue Code of 1986, as amended.

          C.   COMMITTEE shall mean a committee of two (2) or more Board members
appointed by the Board to exercise one or more administrative functions under
the Plan.

          D.   COMMON STOCK shall mean the Corporation's common stock.

          E.   CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

                    (i)   a merger or consolidation in which securities
     possessing more than fifty percent (50%) of the total combined voting power
     of the Corporation's outstanding securities are transferred to a person or
     persons different from those who held those securities immediately prior to
     such transaction, or

                    (ii)  the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation or
     dissolution of the Corporation.

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          F.   CORPORATION shall mean International Wireless Communications
Holdings, Inc., a Delaware corporation.

          G.   EMPLOYEE shall mean an individual who is in the employ of the
Corporation or any Parent or Subsidiary, subject to the control and direction of
the employer entity as to both the work to be performed and the manner and
method of performance.

          H.   EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended.

          I.   EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

          J.   FAIR MARKET VALUE per share of Common Stock on any relevant date 
under the Plan shall be the value determined in accordance with the following
provisions:

                    (i)   If the Common Stock is not at the time listed or
     admitted to trading on any Stock Exchange but is traded on the Nasdaq
     National Market, the Fair Market Value shall be the closing price per share
     of Common Stock on the date in question, as such price is reported by the
     National Association of Securities Dealers on the Nasdaq National Market or
     any successor system. If there is no closing price for the Common Stock on
     the date in question, then the Fair Market Value shall be the closing price
     on the last preceding date for which such quotation exists.

                    (ii)  If the Common Stock is at the time listed or admitted
     to trading on any Stock Exchange, then the Fair Market Value shall be the
     closing selling price per share of Common Stock on the date in question on
     the Stock Exchange determined by the Plan Administrator to be the primary
     market for the Common Stock, as such price is officially quoted in the
     composite tape of transactions on such exchange. If there is no closing
     selling price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding date
     for which such quotation exists.

                    (iii) If the Common Stock is at the time neither listed nor
     admitted to trading on any Stock Exchange nor traded on the NASDAQ National
     Market System, then such Fair Market Value shall be determined by the Plan
     Administrator after taking into account such factors as the Plan
     Administrator shall deem appropriate.

          K.   INCENTIVE OPTION shall mean a stock option which satisfies the
requirements of Code Section 422.

          L.   NEWLY ISSUED SHARES shall mean shares of Common Stock drawn from 
the Corporation's authorized but unissued shares of Common Stock.

          M.   NON-STATUTORY OPTION shall mean a stock option not intended to
meet the requirements of Code Section 422.

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          N.   OPTIONEE shall mean any person to whom an option is granted under
the Option Grant Program in effect under the Plan.

          O.   PARENT shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          P.   PARTICIPANT shall mean any person who receives a direct issuance
of Common Stock under the Stock Issuance Program in effect under the Plan.

          Q.   PERMANENT DISABILITY shall have the meaning assigned to such term
in Code Section 22(e)(3).

          R.   PLAN shall mean the Corporation's 1996 Stock Option/Stock
Issuance Plan, as set forth in this document.

          S.   PLAN ADMINISTRATOR shall mean either the Board or the Committee,
to the extent the Committee is at the time responsible for the administration of
the Plan in accordance with Section IV of Article One.

          T.   PREDECESSOR PLAN shall mean the 1994 Stock Option/Stock Issuance
Plan of International Wireless Communications, Inc.

          U.   SERVICE shall mean the provision of services to the Corporation
or any Parent or Subsidiary by an individual in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
contractor.

          V.   STOCK EXCHANGE shall mean either the American Stock Exchange or
the New York Stock Exchange.

          W.   SUBSIDIARY shall mean each corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

          X.   10% STOCKHOLDER shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation.

          Y.   TREASURY SHARES shall mean shares of Common Stock reacquired by
the Corporation and held as treasury shares.

     III. STRUCTURE OF THE PLAN

          A.   The Plan shall be divided into two (2) separate components: 
the Option Grant Program specified in Article Two and the Stock Issuance 
Program specified in Article 

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Three. Under the Option Grant Program, eligible individuals may, at the 
discretion of the Plan Administrator, be granted options to purchase shares 
of Common Stock in accordance with the provisions of Article Two. Under the 
Stock Issuance Program, eligible individuals may be issued shares of Common 
Stock directly, either through the immediate purchase of such shares at a 
price not less than eighty-five percent (85%) of the fair market value of the 
shares at the time of issuance or as a bonus for services rendered the 
Corporation without any cash payment required of the recipient.

          B.   The provisions of Articles One and Four of the Plan shall apply
to both the Option Grant Program and the Stock Issuance Program and shall
accordingly govern the interests of all individuals under the Plan.

     IV.  ADMINISTRATION OF THE PLAN

          A.   The Plan shall be administered by the Board. However, any or all 
administrative functions otherwise exercisable by the Board may be delegated to
the Committee. Members of the Committee shall serve for such period of time as
the Board may determine and shall be subject to removal by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.

          B.   The Plan Administrator shall have full power and authority
(subject to the provisions of the Plan) to establish such rules and regulations
as it may deem appropriate for proper administration of the Plan and to make
such determinations under, and issue such interpretations of, the Plan and any
outstanding options as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan or any outstanding option.

     V.   OPTION GRANTS AND SHARE ISSUANCES

          A.   The persons eligible to participate in the Option Grant Program
and the Stock Issuance Program shall be limited to the following:

                    (i)   Employees,

                    (ii)  non-employee members of the Board or the non-employee
     members of the board of directors of any Parent or Subsidiary, and

                    (iii) consultants and other independent contractors who
     provide valuable services to the Corporation (or any Parent or Subsidiary).

          B.   The Plan Administrator shall have full authority to determine,
(i) with respect to the option grants under the Plan, which eligible individuals
are to receive option grants, the number of shares to be covered by each such
grant, the status of the granted option as either an Incentive Option or a Non-
Statutory Option, the time or times at which each option is to become
exercisable and the maximum term for which the option is to remain outstanding,
and (ii) with respect to share issuances under the Stock Issuance Program, the
number of shares to be 

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issued to each Participant, the vesting schedule (if any) to be applicable to 
the issued shares and the consideration to be paid by the Participant for 
such shares.

          C.   The Plan Administrator shall have the absolute discretion either
to grant options in accordance with Article Two or to effect share issuances in
accordance with Article Three.

     VI.  STOCK SUBJECT TO THE PLAN

          A.   The stock issuable under the Plan shall be shares of the
Corporation's authorized but unissued or reacquired Common Stock.  The maximum
number of shares which may be issued over the term of the Plan shall not exceed
2,811,526 shares.  Such authorized share reserve is comprised of the number of
shares which remained available for issuance, as of the Plan effective date,
under the Predecessor Plan, including the shares subject to the outstanding
options incorporated into the Plan and any other shares which would have been
available for future option grants under the Predecessor Plan and a share
increase of 411,526 shares approved by the Board on February 3, 1997, subject to
the approval of the Corporation's stockholders.  Such authorized share reserve
is also subject to adjustment from time to time in accordance with Section VI.C
of this Article One.  

          B.   Shares subject to outstanding options shall be available for
subsequent issuance under the Plan to the extent (i) the options (including any
options incorporated from the Predecessor Plan) expire or terminate for any
reason prior to exercise in full or (ii) the options are canceled in accordance
with the cancellation/regrant provisions of Section IV. of Article Two. All
shares issued under the Plan (including shares issued upon exercise of options
incorporated from the Predecessor Plan), whether or not those shares are
subsequently repurchased by the Corporation pursuant to its repurchase rights
under the Plan, shall reduce on a share-for-share basis the number of shares of
Common Stock available for issuance under the Plan.

          C.   In the event any change is made to the Common Stock issuable
under the Plan by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the maximum number
and/or class of securities under the Plan and (ii) the number and/or class of
securities and the exercise price per share in effect under each outstanding
option (including any option incorporated from the Predecessor Plan) in order to
prevent the dilution or enlargement of benefits thereunder. The adjustments
determined by the Plan Administrator shall be final, binding and conclusive. In
no event shall any adjustments be made for the conversion of one or more
outstanding series of the Corporation's preferred stock into shares of the
Common Stock.

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                                   ARTICLE TWO

                              OPTION GRANT PROGRAM

     I.   TERMS AND CONDITIONS OF OPTIONS

          Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options. Each granted option shall be
evidenced by one or more instruments in the form approved by the Plan
Administrator, provided, however, that each such instrument shall comply with
the terms and conditions specified below. Each instrument evidencing an
Incentive Option shall, in addition, be subject to the applicable provisions of
Section II of this Article Two.

          A.   EXERCISE PRICE.

               1.   The exercise price per share shall be fixed by the Plan
Administrator. In no event, however, shall the exercise price per share be less
than eighty-five percent (85%) of the Fair Market Value per share of Common
Stock on the date of the option grant.

               2.   If the individual to whom the option is granted is a 10%
Stockholder, then the exercise price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock on
the grant date.

               3.   The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Four and the agreement evidencing the grant, be payable in cash or check
made payable to the Corporation. Should the Corporation's outstanding Common
Stock be registered under Section 12(g) of the Exchange Act at the time the
option is exercised, then the exercise price may also be paid as follows:

                    (i)  in shares of Common Stock held by the Optionee for the
     requisite period necessary to avoid a charge to the Corporation's earnings
     for financial reporting purposes and valued at Fair Market Value on the
     Exercise Date, or

                    (ii) through a special sale and remittance procedure
     pursuant to which the Optionee shall concurrently provide irrevocable
     written instructions (a) to a Corporation-designated brokerage firm to
     effect the immediate sale of the purchased shares and remit to the
     Corporation, out of the sale proceeds available on the settlement date,
     sufficient funds to cover the aggregate exercise price payable for the
     purchased shares plus all applicable Federal, state and local income and
     employment taxes required to be withheld by the Corporation by reason of
     such purchase and (b) to the Corporation to deliver the certificates for
     the purchased shares directly to such brokerage firm in order to complete
     the sale transaction.

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          Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

          B.   TERM AND EXERCISE OF OPTIONS.  Each option granted under the Plan
shall be exercisable at such time or times, during such period and for such
number of shares as shall be determined by the Plan Administrator and set forth
in the stock option agreement. However, no option shall have a term in excess of
ten (10) years measured from the grant date. The option shall be exercisable
during the Optionee's lifetime only by the Optionee and shall not be assignable
or transferable other than by will or by the laws of descent and distribution
following the Optionee's death or pursuant to a qualified domestic relations
order as defined by the Code.

          C.   EFFECT OF TERMINATION OF SERVICE.

               1.   Except to the extent otherwise provided pursuant to
subsection C.2 below, the following provisions shall govern the exercise period
applicable to any options held by the Optionee at the time of cessation of
Service or death:

                    (i)   Should the Optionee cease to remain in Service for any
     reason other than death or Permanent Disability, then the period during
     which each outstanding option held by such Optionee is to remain
     exercisable shall be limited to the three (3)-month period following the
     date of such cessation of Service.

                    (ii)  Should such Service terminate by reason of Permanent
     Disability, then the period during which each outstanding option held by
     the Optionee is to remain exercisable shall be limited to the twelve (12)-
     month period following the date of such cessation of Service.

                    (iii) Should the Optionee die while holding one or more
     outstanding options, then the period during which each such option is to
     remain exercisable shall be limited to the twelve (12)-month period
     following the date of the Optionee's death. During such limited period, the
     option may be exercised by the personal representative of the Optionee's
     estate or by the person or persons to whom the option is transferred
     pursuant to the Optionee's will or in accordance with the laws of descent
     and distribution.

                    (iv)  Under no circumstances, however, shall any such option
     be exercisable after the specified expiration date of the option term.

                    (v)   During the applicable post-Service exercise period,
     the option may not be exercised in the aggregate for more than the number
     of vested shares for which the option is exercisable on the date of the
     Optionee's cessation of Service. Upon the expiration of the applicable
     exercise period or (if earlier) upon the expiration of the option term, the
     option shall terminate and cease to be exercisable for any vested shares
     for which the option has not been exercised. However, the option shall,
     immediately upon the Optionee's cessation of Service, terminate and cease
     to be outstanding with respect to any option 

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     shares for which the option is not at that time exercisable or in which the
     Optionee is not otherwise at that time vested.

               2.   The Plan Administrator shall have full power and authority
to extend the period of time for which the option is to remain exercisable
following the Optionee's cessation of Service or death from the limited period
in effect under subsection C.1 of this Article Two to such greater period of
time as the Plan Administrator shall deem appropriate; PROVIDED, that in no
event shall such option be exercisable after the specified expiration date of
the option term.

          D.   STOCKHOLDER RIGHTS.  An Optionee shall have no stockholder rights
with respect to the shares subject to the option until such individual shall
have exercised the option and paid the exercise price.

          E.   UNVESTED SHARES.  The Plan Administrator shall have the
discretion to authorize the issuance of unvested shares of Common Stock under
the Plan. Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, all or (at the discretion of the Corporation and with the consent of
the Optionee) any of those unvested shares. The terms and conditions upon which
such repurchase right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the agreement
evidencing such repurchase right. All outstanding repurchase rights under the
Plan shall terminate automatically upon the occurrence of any Corporate
Transaction, except to the extent the repurchase rights are expressly assigned
to the successor corporation (or parent thereof) in connection with the
Corporate Transaction.

          F.   FIRST REFUSAL RIGHTS.  Until such time as the Corporation's
outstanding shares of Common Stock are first registered under Section 12(g) of
the Exchange Act, the Corporation shall have the right of first refusal with
respect to any proposed sale or other disposition by the Optionee (or any
successor in interest by reason of purchase, gift or other transfer) of any
shares of Common Stock issued under the Plan. Such right of first refusal shall 
be exercisable in accordance with the terms and conditions established by the
Plan Administrator and set forth in the agreement evidencing such right.

     II.  INCENTIVE OPTIONS

          The terms and conditions specified below shall be applicable to all
Incentive Options granted under the Plan. Except as modified by the provisions
of this Section II, all the provisions of Articles One, Two and Four shall be
applicable to Incentive Options. Incentive Options may only be granted to
individuals who are Employees. Options which are specifically designated as
Non-Statutory shall NOT be subject to such terms and conditions.

          A.   EXERCISE PRICE.  The exercise price per share of the Common Stock
subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the date of
grant.

          B.   DOLLAR LIMITATION.  The aggregate Fair Market Value of the Common
Stock (determined as of the respective date or dates of grant) for which one (1)
or more options 

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granted to any Employee under this Plan (or any other option plan of the 
Corporation or any Parent or Subsidiary) may for the first time become 
exercisable as Incentive Options during any one (1) calendar year shall not 
exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the 
Employee holds two (2) or more such options which become exercisable for the 
first time in the same calendar year, the foregoing limitation on the 
exercisability of such options as Incentive Options shall be applied on the 
basis of the order in which such options are granted. Should the applicable 
One Hundred Thousand Dollar ($100,000) limitation in fact be exceeded in any 
calendar year, then the option shall nevertheless become exercisable for the 
excess number of shares in such calendar year as a Non-Statutory Option.

          C.   10% STOCKHOLDER.  If any individual to whom an Incentive Option
is granted is a 10% Stockholder, then the option term shall not exceed five (5)
years measured from the grant date.

     III. CORPORATE TRANSACTION

          A.   Upon the occurrence of a Corporate Transaction, each option at
the time outstanding under the Plan shall terminate and cease to be exercisable,
except to the extent assumed by the successor corporation or parent thereof.

          B.   Each outstanding option which is assumed in connection with a
Corporate Transaction or is otherwise to remain outstanding shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been issuable
to the Optionee in the consummation of such Corporate Transaction, had the
option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the class and number of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction, and (ii) the exercise price payable per share,
PROVIDED the aggregate exercise price payable for such securities shall remain
the same.

          C.   The grant of options under this Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

     IV.  CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options (including outstanding options
incorporated from the Predecessor Plan) under the Plan and to grant in
substitution therefor new options under the Plan covering the same or different
numbers of shares of Common Stock but with an exercise price per share not less 
than (i) one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the new grant date in the case of a grant of an Incentive Option, (ii)
one hundred ten percent (110%) of such Fair Market Value in the case of an
option grant to a 10% Stockholder or (iii) eighty-five percent (85%) of such
Fair Market Value in the case of all other grants.

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                                  ARTICLE THREE

                             STOCK ISSUANCE PROGRAM

     I.   TERMS AND CONDITIONS OF STOCK ISSUANCES

          Shares may be issued under the Stock Issuance Program through direct
and immediate issuances without any intervening stock option grants. Each such
stock issuance shall be evidenced by a Restricted Stock Purchase Agreement
("Purchase Agreement") which complies with each of the terms and conditions of
this Article Three.

          A.   ISSUE PRICE

               1.   The purchase price per share shall be fixed by the Plan
Administrator, but in no event shall the purchase price per share of Newly
Issued Shares be less than eighty-five percent (85%) of the Fair Market Value
per share of Common Stock on the date of issuance.

               2.   If the individual to whom a share issuance is made is a 10% 
Stockholder, then the purchase price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock on
the issuance date.

               3.   Newly Issued Shares shall be issued under the Plan for such 
consideration as the Plan Administrator shall from time to time determine,
provided that, except as set forth in Section I of Article Four, in no event
shall shares be issued for consideration other than

                    (i)   cash or check made payable to the Corporation, or

                    (ii)  past services rendered to the Corporation or any 
     Parent or Subsidiary.

               4.   Treasury Shares may be issued under the Plan for such
consideration (including one or more of the items of consideration specified in
subparagraph 3 above) as the Plan Administrator may deem appropriate. Treasury
Shares may, in lieu of any cash consideration, be issued subject to such vesting
requirements tied to the Participant's period of future Service or the
Corporation's attainment of specified performance objectives as the Plan
Administrator may establish at the time of issuance.

          B.   VESTING PROVISIONS

               1.   Shares of Common Stock issued under the Stock Issuance
Program may, in the absolute discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service. The elements of the vesting schedule
applicable to any unvested shares of Common Stock issued under the Stock
Issuance Program, namely:

                    (i)   the Service period to be completed by the Participant
     or the performance objectives to be achieved by the Corporation,

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                    (ii)  the number of installments in which the shares are to
     vest,

                    (iii) the interval or intervals (if any) which are to lapse
     between installments, and

                    (iv)  the effect which death, Permanent Disability or other
     event designated by the Plan Administrator is to have upon the vesting
     schedule,

shall be determined by the Plan Administrator and incorporated into the Purchase
Agreement executed by the Corporation and the Participant at the time such
unvested shares are issued.

               2.   The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to him or her under the Plan,
whether or not his or her interest in those shares is vested. Accordingly, the
Participant shall have the right to vote such shares and to receive any regular
cash dividends paid on such shares. Any new, additional or different shares of
stock or other property (including money paid other than as a regular cash
dividend) which the Participant may have the right to receive with respect to
his unvested shares by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration or by reason of any Corporate Transaction shall be
issued subject to (i) the same vesting requirements applicable to the
Participant's unvested shares and (ii) such escrow arrangements as the Plan
Administrator shall deem appropriate.

               3.   Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock under the Stock Issuance
Program, then those shares shall be immediately surrendered to the Corporation
for cancellation, and the Participant shall have no further stockholder rights
with respect to those shares. To the extent the surrendered shares were
previously issued to the Participant for consideration paid in cash or cash
equivalent (including the Participant's purchase-money promissory note), the
Corporation shall repay to the Participant the cash consideration paid for the
surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to such
surrendered shares. The surrendered shares may, at the Plan Administrator's
discretion, be retained by the Corporation as Treasury Shares or may be retired
to authorized but unissued share status.

               4.   The Plan Administrator may in its discretion elect to waive
the surrender and cancellation of one or more unvested shares of Common Stock
(or other assets attributable thereto) which would otherwise occur upon the non-
completion of the vesting schedule applicable to such shares. Such waiver shall
result in the immediate vesting of the Participant's interest in the shares of
Common Stock as to which the waiver applies. Such waiver may be effected at any
time, whether before or after the Participant's cessation of Service or the
attainment or non-attainment of the applicable performance objectives.

          C.   FIRST REFUSAL RIGHTS.  Until such time as the Corporation's
outstanding shares of Common Stock are first registered under Section 12(g) of
the Exchange Act, the Corporation shall have a right of first refusal with
respect to any proposed disposition by the 

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Participant (or any successor in interest by reason of purchase, gift or 
other transfer) of any shares of Common Stock issued under the Plan. Such 
right of first refusal shall be exercisable in accordance with the terms and 
conditions established by the Plan Administrator and set forth in the 
agreement evidencing such right.

     II.  SHARE ESCROW/TRANSFER RESTRICTIONS

          A.   SHARE ESCROW.  Unvested shares may, in the Plan Administrator's
discretion, be held in escrow by the Corporation until the Participant's
interest in such shares vests or may be issued directly to the Participant with
restrictive legends on the certificates evidencing such unvested shares. To the
extent an escrow arrangement is utilized, the unvested shares and any securities
or other assets issued with respect to such shares (other than regular cash
dividends) shall be delivered in escrow to the Corporation to be held until the
Participant's interest in such shares (or other securities or assets) vests.
Alternatively, if the unvested shares are issued directly to the Participant,
the restrictive legend on the certificates for such shares shall read
substantially as follows:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE
          ACCORDINGLY SUBJECT TO (I) CERTAIN TRANSFER RESTRICTIONS AND (II)
          CANCELLATION OR REPURCHASE IN THE EVENT THE REGISTERED HOLDER (OR
          HIS/HER PREDECESSOR IN INTEREST) CEASES TO REMAIN IN THE
          CORPORATION'S SERVICE. SUCH TRANSFER RESTRICTIONS AND THE TERMS
          AND CONDITIONS OF SUCH CANCELLATION OR REPURCHASE ARE SET FORTH
          IN A STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION AND THE
          REGISTERED HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) DATED
          __________, 199__ A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
          OFFICE OF THE CORPORATION."

          B.   TRANSFER RESTRICTIONS.  The Participant shall have no right to
transfer any unvested shares of Common Stock issued to him or her under the
Stock Issuance Program. For purposes of this restriction, the term "transfer"
shall include (without limitation) any sale, pledge, assignment, encumbrance,
gift, or other disposition of such shares, whether voluntary or involuntary.
Upon any such attempted transfer, the unvested shares shall immediately be
cancelled in accordance with substantially the same procedure in effect under
Section I.B.3 of this Article Three, and neither the Participant nor the
proposed transferee shall have any rights with respect to such cancelled shares.
However, the Participant shall have the right to make a gift of unvested shares
acquired under the Stock Purchase Program to his or her spouse or issue,
including adopted children, or to a trust established for such spouse or issue,
provided the donee of such shares delivers to the Corporation a written
agreement to be bound by all the provisions of the Stock Issuance Program and
the Purchase Agreement applicable to the gifted shares.

     III. CORPORATE TRANSACTION

          All of the Corporation's outstanding repurchase rights under this
Article Three shall automatically terminate upon the occurrence of a Corporate
Transaction, except to the 

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<PAGE>

extent the Corporation's outstanding repurchase rights are to be assigned to 
the successor corporation (or parent thereof) in connection with the 
Corporate Transaction.



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<PAGE>


                                  ARTICLE FOUR

                                  MISCELLANEOUS

     I.   LOANS

          A.   The Plan Administrator may assist any Optionee or Participant,
other than a non-employee Board member, in the exercise of one or more options
granted to the Optionee under Article Two or the purchase of one or more shares
issued to the Participant under Article Three by:

                    (i)   authorizing the extension of a loan from the
     Corporation to the Optionee or Participant, or

                    (ii)  permitting the Optionee or Participant to pay the
     exercise price or purchase price in installments over a period of years.

          B.   The terms of any loan or installment method of payment (including
the interest rate and terms of repayment) shall be established by the Plan
Administrator in its sole discretion. Loans or installment payments may be
authorized with or without security or collateral. In all events, the maximum
credit available to each Optionee or Participant may not exceed the SUM of (i)
the aggregate exercise price or purchase price payable for the purchased shares
(less the par value of such shares) plus (ii) any Federal, state and local
income and employment tax liability incurred by the Optionee or Participant in
connection with such exercise or purchase.

          C.   The Plan Administrator may, in its absolute discretion, determine
that one or more loans extended under this Section I shall be subject to
forgiveness by the Corporation in whole or in part upon such terms and
conditions as the Plan Administrator may in its discretion deem appropriate.

     II.  NO EMPLOYMENT OR SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary) or of the Optionee or the Participant, which
rights are hereby expressly reserved by each, to terminate the Service of the
Optionee or Participant at any time for any reason, with or without cause.

     III. AMENDMENT OF THE PLAN AND AWARDS

          A.   The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects whatsoever. However, no such
amendment or modification shall adversely affect the rights and obligations of
an Optionee with respect to options at the time outstanding under the Plan, nor
adversely affect the rights of any Participant with respect to Common Stock
issued under the Plan prior to such action, unless the Optionee or Participant
consents to such amendment. In addition, the Board shall not, without the
approval of the Corporation's stockholders, (i) increase the maximum number of
shares issuable under the 

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<PAGE>

Plan, except for permissible adjustments under Section VI.C of Article One, 
(ii) materially modify the eligibility requirements for participation in the 
Plan or (iii) otherwise materially increase the benefits accruing to 
individuals who participate in the Plan.

          B.   The Plan was restated on February 3, 1997 to increase by 411,526
the number of shares of the Corporation's Common Stock reserved for issuance
under the Plan from 2,400,000 shares to 2,811,526 shares.  Options to purchase
shares of Common Stock may be granted under Article Two and shares of Common
Stock may be issued under Article Three that are in both instances in excess of
the number of shares then available for issuance under the Plan, PROVIDED any
excess shares actually issued are held in escrow until there is obtained
stockholder approval of an amendment sufficiently increasing the number of
shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the initial excess issuances are made, whether as stock option grants or direct
stock issuances, then (i) any unexercised options representing such excess shall
terminate and cease to be exercisable and (ii) the Corporation shall promptly
refund to the Optionees and Participants the exercise or purchase price paid for
any excess shares issued under the Plan and held in escrow, together with
interest (at the applicable Short-Term Federal Rate) for the period the shares
were held in escrow, and such shares shall thereupon be automatically cancelled
and cease to be outstanding.

     IV.  EFFECTIVE DATE AND TERM OF PLAN

          A.   The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised until the Plan is approved by the
Corporation's stockholders.  If such stockholder approval is not obtained within
twelve (12) months after the date of the Board's adoption of the Plan, then all
options previously granted under the Plan shall terminate and cease to be
outstanding, and no further options shall be granted.  Subject to such
limitation, the Plan Administrator may grant options under the Plan at any time
after the effective date of the Plan and before the date fixed herein for
termination of the Plan. 

          B.   The Plan shall serve as the successor to the Predecessor Plan,
and no further option grants shall be made under the Predecessor Plan after the
Plan effective date.  All options outstanding under the Predecessor Plan as of
such date shall, immediately upon approval of the Plan by the Corporation's
stockholders, be incorporated into the Plan and treated as outstanding options
under the Plan.  However, each outstanding option so incorporated shall continue
to be governed solely by the terms of the documents evidencing such option, and
no provision of the Plan shall be deemed to affect or otherwise modify the
rights or obligations of the holders of such incorporated options with respect
to their acquisition of shares of Common Stock.

          C.   The Plan shall terminate upon the EARLIEST of (i) the expiration
of the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued or (iii) the termination of all outstanding options under
Section III of Article Two.  Each option and unvested share issuance outstanding
under the Plan at such time shall continue to have full force and effect in
accordance with the provisions of the agreements evidencing that option or share
issuance.

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<PAGE>

     V.   USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

     VI.  WITHHOLDING

          The Corporation's obligation to deliver shares upon the exercise of
any options granted under Article Two or upon the purchase of any shares issued
under Article Three shall be subject to the satisfaction of all applicable
Federal, state and local income and employment tax withholding requirements.

     VII. REGULATORY APPROVALS

          The implementation of the Plan, the granting of any options under
Article Two and the issuance of Common Stock upon (i) the exercise of any option
or (ii) a direct issuance under Article Three shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it and
the Common Stock issued pursuant to it.

     VIII.     FINANCIAL REPORTS

          The Corporation shall deliver at least annually to each Optionee
holding an outstanding option under the Plan and to each Participant holding a
right to purchase stock under the Plan the same financial information furnished
to holders of the Common Stock unless the Optionee or Participant is a key
employee whose duties in connection with the Corporation assure such individual
access to equivalent information.

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