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                                                                    EXHIBIT 10.9


                     HORIZON MENTAL HEALTH MANAGEMENT, INC.
                             1995 STOCK OPTION PLAN
                      [AS AMENDED THROUGH OCTOBER 31, 2002]


         1. Purpose of Plan. This 1995 Stock Option Plan ("Plan") is intended to
provide selected officers and key employees of Horizon Mental Health Management,
Inc., a Delaware corporation (the "Company"), and its existing or future parent
or subsidiary corporations ("Affiliates"), if any, with the opportunity to
acquire or increase ownership of shares of the Company, to give them additional
incentive to promote the success of the Company, and/or to encourage them to
remain in the employ of the Company or its Affiliates. Options issued pursuant
to the Plan shall not constitute incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         2. Shares Subject to Plan. Subject to adjustment as provided in
paragraph 13 hereof, there will be reserved for issuance upon the exercise of
stock options ("Options") to be granted from time to time under the Plan an
aggregate of 450,000 shares of Common Stock, $.01 par value (the "Common Stock")
of the Company, which is the maximum number of shares for which Options may be
granted pursuant to the Plan. Such shares may be, in whole or in part, either
authorized unissued shares of Common Stock and/or issued shares of Common Stock
which shall have been reacquired by the Company. If an Option expires or is
terminated, in whole or in part, for any reason other than its exercise, the
number of shares of Common Stock allocated to the Option or portion thereof that
have not been exercised may be reallocated to other Options to be granted under
the Plan.

         3. Administration of Plan. The Plan shall be administered by a
committee appointed by the Board of Directors of the Company (the "Committee").
The Committee shall consist of not less than two (2) members of the Board of
Directors, and except as provided in the next two sentences may be constituted
by all members of the Board of Directors. For so long as the Common Stock is
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Act"), all members of the Committee shall be "disinterested persons," as
defined in Rule 16b-3 promulgated under the Act. Initially the Compensation
Committee of the Board of Directors of the Company shall be the Committee. The
Committee shall have the authority to grant Options upon such terms (not
inconsistent with the Plan) as the Committee shall consider appropriate. Such
terms may include conditions (in addition to those contained in the Plan) on the
exercisability of all or any part of an Option. Notwithstanding any such
conditions, the Committee may, in its discretion, accelerate the time at which
any Option may be exercised. In addition, the Committee shall have the authority
to interpret all provisions of the Plan; to prescribe the form of agreements
evidencing the grant of Options under the Plan; to adopt, amend, and rescind
rules and regulations pertaining to the administration of the Plan; and to make
all other determinations necessary or advisable for the administration of the
Plan. The express grant in the Plan of any specific power to the Committee shall
not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of the Plan which is within the scope of the authority delegated
to the Committee shall be final and conclusive. No member of the Committee shall
be liable for any act done in good faith with respect to the Plan or any Option


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Agreement (hereinafter defined) or Option. All expenses of administering the
Plan shall be borne by the Company.

         4. Employees to Whom Options Shall be Granted. An Option may be granted
to such officers and key employees of the Company or of any of the Affiliates,
whether or not they are directors of the Company or any of the Affiliates, as
may be selected by the Committee for the purposes of accomplishing the
objectives of the Plan. Directors of the Company or the Affiliates who are not
officers or employees of the Company or any Affiliate are not eligible to
receive Options under the Plan. A person receiving an Option ("Optionee") may
hold more than one Option, but only on the terms and subject to the restrictions
hereinafter set forth.

         5. Option Price. The purchase price per share (the "Option Price") of
the Common Stock which shall be subject to each Option shall be determined by
the Committee so long as shares of Common Stock are issued for lawful
consideration. The Committee, in fixing the Option Price, shall have full
authority and discretion and shall be fully protected in exercising such
authority and discretion.

         6. Term of Options. The Committee shall determine the term of each
Option granted under the Plan; provided, however, that each Option granted under
the Plan may not have a term in excess of ten (10) years from the date such
Option is granted. Each Option is subject to earlier termination as hereinafter
provided.

         7. Option Agreement. Each Option granted under the Plan shall be
evidenced by a written option agreement (as amended or supplemented pursuant to
the Plan, the "Option Agreement") which may contain such terms as may be
specified by the Committee at the time of the grant of the Option which are not
inconsistent with the terms of the Plan.

         8. Exercise of Options.

                  (a) Cumulative Percentage. Each Option shall be exercisable in
         whole or in part in such amounts as may be specified by the Committee
         and set forth in the Option Agreement between each Optionee and
         Company. Any Optionee who is required to report under Section 16 of the
         Act may not sell any shares of Common Stock acquired upon exercise of
         any Option prior to the lapse of six (6) months from the date of its
         grant, or, if later, six (6) months following approval of the Plan by
         the Company's stockholders.

                  (b) Fractional Shares. Options may only be exercised with
         respect to full shares and not for any fractional shares.

                  (c) Notice of Exercise. Subject to such administrative
         regulations as the Committee may from time to time adopt, the Optionee
         shall exercise an Option by giving written notice to the Company of the
         number of full shares being purchased and the aggregate purchase price
         to be paid therefor. Such notice shall be accompanied by an undertaking
         to furnish or execute such documents as the Company, in its discretion,
         shall deem necessary (i) to evidence the exercise, in whole or in part,
         of the Option, (ii) to determine whether registration of the shares is
         then required under the Securities Act of 1933, as then in effect, and
         (iii) to comply with or satisfy the requirements of the


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         Securities Act of 1933, or any other law, as then in effect, or any
         terms of the Plan or the Option Agreement.

                  (d) Payment of Exercise Price. Each notice of exercise shall
         be accompanied by full payment in cash of the Option Price for the
         shares being purchased; provided, however, that an Optionee may
         exercise his Option in whole or in part (i) by tendering to the Company
         shares of the Common Stock of the Company already owned by the Optionee
         which were acquired at least six months prior to the Option exercise
         date and valued at an aggregate Fair Market Value (hereinafter defined)
         as of the date of exercise equal to the aggregate Option Price for the
         shares being purchased, or (ii) to the extent permitted under
         Regulation T of the Federal Reserve Board, by delivering a properly
         executed notice of exercise of the Option to the Company and a broker,
         with irrevocable instructions to the Company to deliver such broker the
         stock certificates for the shares issued pursuant to such exercise and
         irrevocable instructions to such broker to deliver to the Company on or
         before the settlement date cash in an amount necessary to pay the
         aggregate Option Price for the share being purchased. If the Common
         Stock is listed on a national securities exchange or on the Nasdaq
         National Market, "Fair Market Value" means the closing price per share
         of the Common Stock of such national securities exchange or on the
         Nasdaq National Market, as applicable, on the day for which such value
         is to be determined or, if no shares were traded on such day, on the
         next preceding day on which shares were traded, as reported by National
         Quotation Bureau, Inc. or other national quotation service. If the
         Common Stock is not listed on a national securities exchange or on the
         Nasdaq National Market, "Fair Market Value" of the shares of Common
         Stock shall mean the closing "asked" price of the shares in the
         over-the-counter market on the day for which such value is to be
         determined or, if such "asked" price is not available, the last sales
         price on such day or, if no shares were traded on such day, on the next
         preceding day on which the shares were traded, as reported by the
         Nasdaq or other national quotation service. If the Common Stock is not
         listed on any national securities exchange or the Nasdaq National
         Market or traded in the over-the-counter market, "Fair Market Value"
         shall mean the price determined in good faith by the Committee. Within
         a reasonable time or such time as may be permitted by law after the
         Company receives notice and payment in full of the aggregate Option
         Price for the number of shares purchased, the Company shall issue and
         deliver a certificate representing the shares acquired in consequence
         of the exercise and any other amounts payable in consequence of such
         exercise.

         Payment for any shares subject to a stock option may also be made by
instructing the Committee to withhold the number of shares subject to such stock
option being issued on the exercise of such stock option having a Fair Market
Value on the date of exercise equal to the aggregate exercise price of the
exercise stock option.

                  (e) Payment of Withholding. Upon exercise of an Option by an
         Optionee who is then subject to the reporting and other provisions of
         Section 16 of the Act, such number of shares otherwise issuable shall,
         if requested in writing by the Optionee, be reduced by the amount
         necessary to satisfy the Optionee's U.S. federal and, where applicable,
         state and local tax withholding requirements. The number of shares so


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         withheld shall have an aggregate Fair Market Value as of the date of
         exercise sufficient to satisfy the applicable withholding taxes.
         Otherwise, the Optionee shall pay to the company at the time of
         exercise of an Option or portion thereof the amount that the Company
         deems necessary to satisfy its obligation to withhold Federal, state or
         local income or other taxes incurred by reason of the exercise.

                  (f) Treatment of Withheld Shares. Any shares of stock subject
         to a Option that are withheld upon the exercise of such Option for the
         purposes of the exercise price or the payment of withholding taxes
         applicable as a result of the exercise of options, shall again be
         available for distribution in connection with options thereafter
         granted under the Plan in the same manner as shares subject to any
         Option that terminates without exercise become available under the
         Plan. The Options to which such withheld Shares related shall be deemed
         cancelled and no longer outstanding.

         9. Continuous Employment. Except as provided in paragraph 12 hereof, an
Option may not be exercised at any time unless the holder thereof shall have
been in the continuous employment of the Company or any of the Affiliates, from
the date of the grant of the Option to 5:00 p.m., Denton, Texas time on the date
of its exercise. Whether authorized leave of absence or absence for military or
governmental service, illness, temporary disability, or other reasons shall
constitute interruptions of continuous employment for the purposes of the Plan
shall be determined by the Committee, which determination shall be final and
conclusive.

         10. Compliance With Law and Requisite Government Approval. No Common
Stock shall be delivered in connection with the exercise of an Option except in
compliance with all applicable federal and state laws and regulations
(including, without limitation, withholding tax requirements) and the rules of
all stock exchanges on which the Company's shares may be listed. The Company
shall have the right to rely on an opinion of its counsel as to such compliance.
Any share certificate issued to evidence Common Stock for which an Option is
exercised may bear such legends and statements as the Committee may deem
advisable to assure compliance with federal and state laws and regulations and
the terms of the Plan. No Option may be exercised in whole or in part and no
certificates representing shares subject to such Option shall be delivered if
any requisite approval or consent of any governmental authority of any kind
having jurisdiction over the exercise of Options shall not have been secured.

         11. No Rights as Stockholders. The holder of an Option shall have no
rights as a stockholder with respect to any shares covered by the Option until
the issuance of one or more certificates to him for such shares upon the due
exercise of the Option. Except as provided in paragraph 13 hereof, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date of issuance of such certificates.

         12. Term, Time of Exercise, and Transferability of Options. In addition
to such other terms and conditions as may be included in a particular Option
Agreement granting an Option, an Option shall be transferable by the Optionee
only pursuant to the following methods: (1) by will or the laws of descent and
distribution; or (ii) as a gift to family members of the Optionee or to trusts
for the benefit of family members of the Optionee or to charities or other
not-for-profit organizations; or (iii) to an entity (other than a public
company) controlled or owned by or for


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the benefit of, family members of the Optionee. Each Option shall also be
subject to the following terms and conditions:

                  (a) Termination of Employment. The provisions of this
         paragraph 12(a) shall apply to the extent an Optionee's Option
         Agreement does not expressly provide otherwise.

                           (i) If an Optionee ceases to be employed by at least
                  one of the employers in the group of employers consisting of
                  the Company and its Affiliates because the Optionee
                  voluntarily terminates employment with such group of
                  employers, the portion, if any, of an Option that remains
                  unexercised, including without limitation that portion, if
                  any, that pursuant to the Option Agreement is not yet
                  exercisable, on the date of the Optionee's termination of
                  employment shall terminate and cease to be exercisable as of
                  such date.

                           (ii) If an Optionee ceases to be employed by at least
                  one of the employers in the group of employers consisting of
                  the Company and its Affiliates because the Optionee's
                  employment is terminated with Cause by any of such entities,
                  the portion, if any, of an Option that remains unexercised,
                  including without limitation that portion, if any, that
                  pursuant to the Option Agreement is not yet exercisable, at
                  the time of the Optionee's termination of employment, shall
                  terminate and cease to be exercisable immediately upon such
                  termination with Cause. Whether Termination with Cause exists
                  shall be determined by such board of directors in its sole
                  discretion and in good faith.

                           (iii) If an Optionee ceases to be employed by
                  employers consisting of the Company and its Affiliates because
                  one or more of such entities terminates the employment of the
                  Optionee but not for cause, the Optionee shall have the right
                  for thirty (30) days after such termination of employment to
                  exercise the Option with respect to that portion thereof that
                  has become exercisable pursuant to the Optionee's Option
                  Agreement as of the date of the Optionee's termination of
                  employment (and the portion thereof that has not become
                  exercisable pursuant to such Option Agreement as of such date
                  of termination of employment shall terminate as of such date
                  and no longer be outstanding), and thereafter the Option shall
                  terminate and cease to be exercisable.

                           (iv) Options granted under the Plan with a vesting
                  date no more than three years from the termination date of
                  employment of the Optionee will accelerate as to vesting upon
                  the termination by employers consisting of the Company and its
                  Affiliates of such employment (including Constructive
                  Termination as defined below) except when such termination is
                  with Cause (as defined below) and only when such termination
                  follows a Change of Control (as defined below).

                           For the purposes of this Section 12, Constructive
                  Termination is defined as the assignment to the optionee of
                  any duties inconsistent in any material respect with the
                  optionee's position (including status, offices, titles and
                  reporting


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                  requirements), authority, duties or responsibilities as exists
                  at the time of a Change in Control or any other action by the
                  Company and its Affiliates which results in material
                  diminution in such position, authority, duties or
                  responsibilities.

                           For this purposes of this Section 12, Cause is
                  defined as (i) the willful and continued failure of the
                  Optionee to perform substantially the Optionee's duties with
                  the Company or one of its Affiliates (other than any such
                  failure resulting from incapacity due to physical or mental
                  illness), after a written demand for substantial performance
                  is delivered to the Optionee by the Optionee's immediate
                  supervisor or the Chief Executive Officer of the Company (or,
                  in the case of the Chief Executive Officer of the Company as
                  the Optionee, the Board of Directors) which specifically
                  identifies the manner in which the Optionee's immediate
                  supervisor or the Chief Executive Officer of the Company (or,
                  in the case of the Chief Executive Officer of the Company as
                  the Optionee, the Board of Directors) believes the Optionee
                  has not substantially performed the Optionee's duties, or (ii)
                  the willful engaging by the Optionee in illegal conduct or
                  gross misconduct which is materially and demonstrably
                  injurious to the Company.

                  For the purposes of this Section 12, Change in Control means:

                           (i) The acquisition by an individual, entity or group
                  (within the meaning of Section 13(d)(e) or 14(d)(2) of the Act
                  (an "Acquiring Person") of beneficial ownership (within the
                  meaning of Rule 13d-e promulgated under the Act) of 50% or
                  more of either (i) the then outstanding shares of common stock
                  of the Company (the "Outstanding Company Common Stock") or
                  (ii) the combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); provided, however, that for purposes of this
                  subsection (a), the following acquisitions shall not
                  constitute a Change of Control: (i) any acquisition directly
                  from the Company, (ii) any acquisition by the Company, (iii)
                  any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company.

                           (ii) Individuals who, as of the date hereof,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to the date hereof whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least a majority of the directors then comprising
                  the Incumbent Board shall be considered as though such
                  individual were a member of the Incumbent Board, but
                  excluding, for this purpose, any such individual whose initial
                  assumption of office occurs 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 an
                  Acquiring Person other than the Board; or


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                           (iii) Approval by the shareholders of the Company of
                  a complete liquidation or dissolution of the Company.

                  (b) Disability. The provisions of this paragraph 12(b) shall
         apply to the extent an Optionee's Option Agreement does not expressly
         provide otherwise. If an Optionee ceases to be employed by at least one
         of the employers in the group of employers consisting of the Company
         and its Affiliates by reason of disability (as defined in Section
         22(e)(3) of the Code or any successor provision thereto), the Optionee
         shall have the right for ninety (90) days after the date of termination
         of employment with such group of employers by reason of disability to
         exercise an Option to the extent such Option is exercisable on the date
         of his termination of employment (and the portion thereof that has not
         become exercisable pursuant to such Option Agreement as of such date of
         termination of employment shall terminate as of such date and no longer
         be outstanding), and thereafter the Option shall terminate and cease to
         be exercisable.

                  (c) Death. The provisions of this paragraph 12(c) shall apply
         to the extent an Optionee's Option Agreement does not expressly provide
         otherwise. If an Optionee dies while in the employ of the Company or an
         Affiliate, an Option shall be exercisable by the Optionee's legal
         representatives, legatees, or distributees for one hundred and eighty
         (180) days following the date of the Optionee's death to the extent
         such Option is exercisable on the Optionee's date of death (and the
         portion thereof that has not become exercisable pursuant to such Option
         Agreement as of such date of death shall terminate as of such date and
         no longer be outstanding), and thereafter the Option shall terminate
         and cease to be exercisable.

                  (d) Termination Upon Disability or Death.

                           (i) Unless otherwise determined by the Committee and
                  expressly provided otherwise in the option agreement, if a
                  Termination of Employment of an optionee occurs by reason of
                  Disability of such optionee, any Stock Option held by such
                  optionee may thereafter be exercised to the extent it was
                  exercisable at the date of such Termination of Employment, for
                  a period of ninety (90) days (or such other period as the
                  Committee may specify in the option agreement) from such date
                  or until the expiration of the stated term of such Stock
                  Option, whichever period is shorter (but no further
                  installments of such Stock Option shall vest during such
                  ninety (90) day period and all portions of such Stock Option
                  not exercisable on the date of such Termination of Employment
                  shall terminate immediately on such date), and thereafter such
                  Stock Option shall terminate in its entirety.

                           (ii) Unless otherwise determined by the Committee and
                  expressly provided otherwise in the option agreement, upon the
                  death of an optionee, any Stock Option held by such optionee
                  may thereafter be exercised to the extent it was exercisable
                  at the date of death, for a period of one hundred and eighty
                  (180) days (or such other period as the Committee may specify
                  in the option agreement) following the date of death or until
                  the expiration of the stated term of such Stock Option,
                  whichever period is shorter, by the optionee's legal
                  representatives or


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                  distributees having the valid authority to exercise such right
                  (but no further installments of such Stock Option shall vest
                  during such one hundred and eighty (180) day period and all
                  portions of such Stock Option not exercisable on the date of
                  death shall terminate immediately on such date), and
                  thereafter such Stock Option shall terminate in its entirety.

                  (e) Termination Upon Retirement. Unless otherwise determined
         by the Committee, if a Termination of Employment of an optionee occurs
         by reason of retirement of such optionee, any Stock Option held by such
         optionee may thereafter be exercised by the optionee, to the extent it
         was exercisable at the date of such Retirement for a period of ninety
         (90) days (or such other period as the Committee may specify in the
         option agreement) from the date of such Retirement or until the
         expiration of the stated term of such Stock Option, whichever period is
         shorter (but no further installments of such Stock Option shall vest
         during the ninety (90) day period and all portions of such Stock Option
         not exercisable on the date of such Retirement shall terminate
         immediately on such date), and thereafter such Stock Option shall
         terminate in its entirety; provided, however, that if the optionee dies
         within such ninety (90) day period any unexercised Stock Option held by
         such optionee shall, notwithstanding the expiration of such period,
         continue to be exercisable to the extent to which it was exercisable at
         the date of death for a period of one hundred and eighty (180) days
         from the date of death or until the expiration of the stated term of
         such Stock Option, whichever period is shorter.

                  (f) Consultant or Director Status. Notwithstanding the
         foregoing provisions of this Section 12, a Stock Option held by an
         optionee shall not terminate upon the Termination of Employment of such
         optionee if such optionee continues to serve as a consultant or
         director to the Corporation or any of its Subsidiaries, in which case
         such Stock Option shall continue in effect, including future vesting of
         installments, until the status of such optionee as a consultant or
         director terminates at which time the Stock Option shall terminate on
         the date of such termination of consultant or director status on the
         same basis as provided above in this Section 12 with respect to
         Termination of Employment status.

         Notwithstanding anything herein to the contrary, in its discretion the
Committee may, with respect to any Option granted under the Plan, (i) eliminate
the application or any one or more of the paragraphs of this Section 12, to any
Option Agreement entered into pursuant hereto, or (ii) modify the terms of any
of said paragraphs as the same apply to any Option Agreement entered into or
Options granted pursuant to the Plan; provided, however, that no such
elimination or modification shall apply to any previously executed Option
Agreement or previously granted Option without the written consent of the
Optionee thereof (or such Optionee's legal representatives, legatees or
distributes, if applicable).

         13. Adjustments Upon Changes in Capitalization. In the event of changes
in the outstanding Common Stock of Company by reason of stock dividend, stock
split, reverse stock split, recapitalization, merger, consolidation,
combination, exchange of shares, separation, reorganization, reclassification,
or the like of or by the Company, or otherwise, in which the Company is the
surviving company, the Committee shall take such action, as shall be necessary
to preserve the rights of all holders under outstanding and unexercised Options
so that such


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rights remain proportionate to the rights held by them under such outstanding
Options immediately prior to such event. Such actions shall include, but are not
limited to, adjustments in the number and class of shares available to be
granted under the Plan, adjustments in other numbers of shares of Common Stock
referenced in the Plan, and adjustments in the number of shares granted and the
Option Price under any Option Agreement.

         Unless an Optionee's Option Agreement provides otherwise, upon the
occurrence of any of the following events:

                  (a) a filing pursuant to any federal or state law in
         connection with any tender offer for shares of the Company (other than
         a tender offer by the Company) or the signing of any agreement for the
         merger or consolidation of the Company with another corporation in
         which the Company is not the surviving corporation (or survives only as
         a subsidiary of another corporation) or for sale of all or
         substantially all of the assets of the Company or adoption of any
         resolution of reorganization or dissolution of the Company by the
         stockholders or the occurrence of any other event or series of events,
         which tender offer, merger, consolidation, sale, reorganization,
         dissolution or other event or series of events, in the opinion of the
         Board of Directors, will, or is likely to, if carried out, result in a
         change of control of the Company, or

                  (b) during any period of two consecutive years, individuals
         who at the beginning of such period constituted the Directors of the
         Company cease for any reason to constitute a majority thereof (unless
         the election, or the nomination for election by the Company's
         stockholders, of each Director of the Company first elected during such
         period was approved by a vote of at least two-thirds of the Directors
         then still in office who were Directors of the Company at the beginning
         of any such period),

then all outstanding Options shall become immediately exercisable in full,
notwithstanding any other provision of this Plan or any provision of any Option
Agreement; provided, however, that in the case of any event of the type
described in (a) above, the Compensation Committee of the Board of Directors by
notice to the Optionee may nullify the effect thereof and reinstate the
provisions adopted pursuant to this Plan or any Option Agreement relating to the
vesting of Options if such notice is given within ten (10) business days after
the Board of Directors first becomes aware of such event or, if the transaction
envisioned by such event is later abandoned, within ten (10) business days after
the Board of Directors first becomes aware of such abandonment, but without
prejudice to any exercise of Options that may have occurred prior to such
nullification.

         14. Date of the Plan and Approval of Stockholders. The Plan is dated
September 1, 1995, which is the date upon which the Board of Directors adopted
the Plan. The Plan is subject to the approval of the holders of a majority of
the shares present either in person or by proxy and entitled to vote at a duly
held meeting of the stockholders of the Company at which a quorum is present, or
by the written consent of the holders of a majority of the shares of the Company
entitled to vote.

         15. Time of Granting Options. Unless otherwise designated by the
Committee, the grant date of an Option shall be the date that the Option is
awarded by the Committee.


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         16. Investment Purpose. Each Option under the Plan shall be granted on
the condition that the purchases of Common Stock thereunder shall be for
investment purposes, and not with a view to resale or distribution, except that
in the event the Common Stock subject to such Option is registered under the
Securities Act of 1933, as amended, or in the event a resale of such stock
without such registration would otherwise be permissible, such condition shall
be inoperative if, in the opinion of counsel for the Company, such condition is
not required under the Securities Act of 1933, as amended, or any other
applicable law, regulation, or rule of any governmental agency.

         17. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors of the Company or any Affiliate or
as members of the Committee, the members of the Committee shall be indemnified
by the Company against the reasonable expenses, including attorneys' fees
actually and reasonably incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan or any Option granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by a majority of the disinterested directors of the Company or by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that a
member of the Committee is liable for gross negligence or intentional and
willful misconduct in the performance of his duties; provided that within sixty
(60) days after institution of any such action, suit or proceeding, such member
of the Committee shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.

                  The foregoing provisions shall be in addition to all rights to
indemnification and advancement of expenses to which the Committee members may
be entitled pursuant to any provision of the Certificate of Incorporation or
Bylaws of the Company or any Affiliate, agreement, vote or consent of
stockholders of the Company or any Affiliate, statute, or otherwise.

         18. Amendment of the Plan. The Board of Directors of the Company may
suspend or discontinue the Plan or revise or amend it in any respect whatsoever,
except that if any person subject to Section 16 of the Act holds an Option, no
such revision or amendment shall (a) materially increase the benefits accruing
to participants under the Plan, (b) materially increase the number of shares
that may be issued under the Plan or (c) materially modify the requirements as
to eligibility for participation in the Plan, without the affirmative vote of
the holders of a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with
applicable law or by written consent of the holders of a majority of the shares
of the Company entitled to vote. The modification of the Plan shall not, without
the consent of an Optionee, affect his rights under an Option theretofore
granted to him.

         19. Termination of the Plan. The Plan shall terminate ten (10) years
from the date the Plan is adopted by the Board of Directors unless sooner
terminated by the Board of Directors. All Options granted hereunder must be
granted on or prior to the date on which the Plan is terminated. The termination
of the Plan shall not, without the consent of an Optionee, affect his rights
under an Option theretofore granted to him. Notwithstanding the foregoing
statements,

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<PAGE>


subject to and conditioned upon the requirement that Options have been granted
for all the shares reserved for issuance under the Plan, during the initial
ten-year term of the Plan, the term of the Plan shall be automatically extended
for an additional 10 years to permit the grant of Options pursuant to the Plan
for the number of shares (and no more) that become available for Options,
whether such occurs before or after such initial ten-year term, as a result of
the termination or forfeiture of previously granted Options or the withholding
of shares otherwise issuable upon the exercise of previously granted Options to
pay either the exercise price of such previously granted Options or the
withholding taxes payable upon the exercise of such previously granted Options.

         20. Compliance with Section 16 of the Act. With respect to persons
subject to Section 16 of the Act, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Act. To the extent any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void with respect to persons subject to
Section 16 of the Act, to the extent permitted by law and deemed advisable by
the Committee.

         21. Right of the Company and Affiliates to Terminate Employment.
Nothing contained in the Plan, or in any Option Agreement, shall confer upon any
Optionee the right to continue in the employ of the Company or any Affiliate, or
interfere in any way with the rights of the Company or any Affiliate to
terminate his employment at any time.

         22. Applicable Law. The Plan is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Delaware.


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