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                                                                  EXHIBIT 10.7.1

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                            SEROLOGICALS CORPORATION
             SECOND AMENDED AND RESTATED 1994 OMNIBUS INCENTIVE PLAN
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SECTION 1.  PURPOSE

         The purposes of the Serologicals Corporation Second Amended and
Restated 1994 Omnibus Incentive Plan (the "Plan") are to encourage certain
directors and selected employees (or consultants) of Serologicals Corporation
(together with any successor thereto, the "Company") and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, to generate an increased incentive to contribute to the
Company's future success and prosperity, thus enhancing the value of the Company
for the benefit of its stockholders, and to enhance the ability of the Company
and its Affiliates to attract and retain qualified individuals upon whom, in
large measure, the sustained progress, growth, and profitability of the Company
depend.

SECTION 2.  DEFINITIONS

         As used in the Plan, the following terms shall have the meanings set
forth below:

         (a) "Affiliate" shall mean any entity that, directly or through one or
more intermediaries, is controlled by, controls or is under common control with,
the Company; for purposes of this definition only, control shall include,
without limitation, the direct or indirect beneficial ownership of 10% or more
of an entity's equity securities or economic interests.

         (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or other
Stock Award or Stock-Based Award granted under the Plan.

         (c) "Award Agreement" shall mean a written agreement, contract, or
other instrument or document evidencing an Award granted under the Plan.

         (d) "Board" shall mean the Board of Directors of the Company.

         (e) "Cause" shall have the meaning provided in the Participant's
employment agreement; provided that if the Participant does not have an
employment agreement, Cause shall mean (i) the Participant's willful misconduct,
gross negligence or dishonesty in the performance of his duties on behalf of the
Company, (ii) the willful and repeated neglect, failure or refusal of the
Participant to carry out any reasonable request of the Board, the Chief
Executive Officer or any officer having supervisory authority over the
Participant, (iii) the material breach of any provision of any employment,
consulting, or

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other services agreement between the Participant and the Company or (iv) the
entering of a plea of guilty or nolo contendere to, or the Participant's
conviction of, a felony or other crime involving moral turpitude, dishonesty,
theft or unethical business conduct.

         (f) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time-to-time.

         (g) "Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not less than two (2) directors,
each of whom qualifies as a "disinterested person" within the meaning of Rule
16b-3, and an "outside director" as defined for purposes of Section 162(m) of
the Code.

         (h) "Dividend Equivalent" shall mean any right granted under Section
6(d) of the Plan.

         (i) "Fair Market Value" shall mean, with respect to Shares (i) if the
Shares are listed on a registered securities exchange or quoted on the National
Market System, the closing price per share of the Shares on such date (or, if
there was no trading reported on such date, on the next preceding day on which
there was trading reported); (ii) if the Shares are not listed on a registered
securities exchange and not quoted on the National Market System, but the bid
and asked prices per share for the Shares are provided by Nasdaq, the National
Quotation Bureau Incorporated or any similar organization, the average of the
closing bid and asked prices per share of the Shares on such date (or, if there
was no trading in the Shares on such date, on the next preceding day on which
there was trading) as provided by such organization; and (iii) if the Shares are
not traded on a registered securities exchange and not quoted on the National
Market System and the bid and asked prices per share of the Shares are not
provided by Nasdaq, the National Quotation Bureau Incorporated or any similar
organization, solely as determined by the Committee in good faith; the "Fair
Market Value" of any property (other than Shares), shall mean the fair market
value of such property determined by such methods or procedures as shall be
established from time-to-time by the Committee.

         (j) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that meets the requirements of Section 422 of the Code or any
successor provision thereto.

         (k) "Key Employee" shall mean any officer, director, consultant, or
other employee who is a regular full-time employee of the Company or its present
and future Affiliates.

         (l) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not an Incentive Stock Option.

         (m) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

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         (n) "Participant" shall mean a Key Employee who has been granted an
Award under the Plan.

         (o) "Performance Award" shall mean any right granted under Section 6(f)
of the Plan.

         (p) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

         (q) "Released Securities" shall mean securities that were Restricted
Securities with respect to which all applicable restrictions have expired,
lapsed, or been waived.

         (r) "Restricted Securities" shall mean Restricted Stock or any other
Award under which issued and outstanding Shares are held subject to restrictions
imposed by the terms of the Award.

         (s) "Restricted Stock" shall mean any Share granted under Section 6(c)
of the Plan.

         (t) "Restricted Stock Unit" shall mean any right granted under Section
6(c) of the Plan that is denominated in Shares.

         (u) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation thereto.

         (v) "Shares" shall mean the common stock of the Company, $.01 par
value, and such other securities or property as may become the subject of Awards
pursuant to an adjustment made under Section 4(b) of the Plan.

         (w) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

         (x) "Stock Award" shall mean an Award of an Option, Restricted Stock,
or other right or security consisting of or convertible into Shares.

         (y) "Stock-Based Award" shall mean an Award of a Stock Appreciation
Right, Dividend Equivalent, Restricted Stock Unit or other right, the value of
which is determined by reference to Shares.

         (z) "Tandem Option" shall mean a Non-Qualified Option issued in tandem
with a Stock Appreciation Right.


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SECTION 3.  ADMINISTRATION

         (a) GENERALLY. The Plan shall be administered by the Committee. Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Award shall be within the sole discretion of the Committee, may be made at any
time, and shall be final, binding and conclusive upon all Persons, including the
Company, any Affiliate, any Participant, any holder or beneficiary of any Award,
any Stockholder, and any employee of the Company or of any Affiliate.
Notwithstanding anything to the contrary contained in this Section 3, no member
of the Committee shall participate in any action of the Committee directly
affecting his rights under the Plan.

         (b) POWERS. Subject to the terms of the Plan and applicable law, the
Committee shall have the full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each
Participant under the Plan; (iii) determine the number of shares to be covered
by (or with respect to which payments, rights or other matters are to be
calculated in connection with), Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other Awards,
or other property, or canceled, forfeited, or suspended, and the method or
methods by which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what circumstances
cash, Shares, other Awards, other property, and other amounts payable with
respect to an Award under the Plan shall be deferred; (vii) interpret and
administer the Plan and any instruments or agreements relating to, or Award made
under, the Plan; (viii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.

         (c) RELIANCE. Indemnification. The Committee may employ attorneys,
consultants, accountants or other persons and the Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, or Awards made thereunder, and all members of
the Committee shall be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

SECTION 4.  SHARES AVAILABLE FOR AWARDS

         (a)    SHARES AVAILABLE. Subject to adjustment as provided in Section
4(b):

                (i) LIMITATION ON NUMBER OF SHARES. Awards issuable under the
Plan are limited such that the maximum aggregate number of Shares with respect
to which Stock Awards and Stock-Based Awards may be granted to any recipient are
100,000 in any fiscal year, to an aggregate maximum for all recipients in all
years of 3,250,000 any or all of


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which may be subject to Incentive Stock Options or other Awards in the
discretion of the Committee. To the extent that an Award ceases to remain
outstanding by reason of termination of rights granted thereunder, forfeiture or
otherwise, the Shares subject to such Award shall again become available for
Award under the Plan; provided, however, that in the case of the cancellation or
termination of an Option in the same fiscal year that such Option was granted
(or for purposes of determining the maximum number of Options which may be
granted to any recipient under the Plan, the cancellation or termination of the
Option at any time) both the canceled Option and the newly granted Option shall
be counted in determining whether the recipient has received the maximum number
of Options permitted to be issued to any one recipient under the Plan.

                  (ii) ACCOUNTING FOR AWARDS. For purposes of this Section 4,
for any Award which is denominated in, or with respect to, Shares, the number of
Shares covered by such Award, or to which such Award relates, shall be counted
on the date of grant of such Award against the aggregate number of Shares
available for granting Awards under the Plan; provided, however, that Awards
that operate in tandem with (whether granted simultaneously with or at a
different time from), or that are substituted for, other Awards may be counted
or not counted under procedures adopted by the Committee in order to avoid
double counting. Any Shares that are delivered by the Company pursuant to any
Award, and any Awards that are granted by or become obligations of the Company
through the assumption by the Company or an Affiliate of, or in substitution
for, outstanding awards previously granted by an acquired company shall be
counted against the Shares available for granting Awards under the Plan.

                  (iii) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.

         (b) ADJUSTMENTS. In the event that the Committee shall determine that
any (i) subdivision or consolidation of Shares, (ii) stock dividend or other
distribution of property other than cash, (iii) recapitalization or other
capital adjustment of the Company or (iv) merger, consolidation or other
reorganization of the Company or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event,
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(x) the number and type of Shares (or other securities or property) which
thereafter may be made the subject of Awards, (y) the number and type of Shares
(or other securities or property) subject to outstanding Awards, and (z) the
grant, purchase, or exercise price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, in each case, that with respect to Awards of Incentive
Stock Options no such adjustment shall be authorized to the extent that such
adjustment would cause the Plan to violate Section 422 of the Code or for
compensation otherwise exempt from the application of Code Section 162(m) to
fail to so qualify for such exemption; and provided


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further, however, that the number of Shares subject to any Award denominated in
Shares shall always be a whole number.

SECTION 5.  ELIGIBILITY FOR AWARDS

         (a) ELIGIBILITY FOR AWARDS. Awards may be granted only to Key Employees
and, solely as provided in Section 5(b) hereof, to directors who are not
otherwise Key Employees. In determining the employees to whom Awards shall be
granted and the number of shares or units to be covered by each Award, the
Committee shall take into account the nature of employees' duties, their present
and potential contributions to the success of the Company and such other factors
as it shall deem relevant in connection with accomplishing the purposes of the
Plan. A director of the Company or a subsidiary who is not also a regular
full-time employee will not be eligible to receive an Award except as provided
in Section 5(b). A Key Employee who has been granted an Award or Awards under
the Plan may be granted an additional Award or Awards, subject to such
limitations as may be imposed by the Code on the grant of Incentive Stock
Options.

         (b) AWARDS TO DIRECTORS. (i) The following provisions shall apply to
the Options to purchase an aggregate of 48,000 Shares (after giving effect to
the 6-for-5 stock split declared by the Board of Directors on April 13, 1995)
granted to the directors who are not Key Employees, which Options were
outstanding on November 15, 1994;

             (1) Subject to clauses (2) through (4) below, such Options shall
vest as follows: 25% on April 26, 1994 and 25% on each of the first, second and
third anniversaries of such date;

             (2) In the event such director ceases to serve as a director and is
otherwise no longer affiliated with the Company prior to the vesting in full of
the exercisability of such Options according to the schedule set forth above in
clause (1), vesting of previously unvested Options shall be calculated on a
quarterly basis for full calendar quarters served;

             (3) Such Options shall immediately vest in full on the earlier of
(x) the Company's becoming subject to the reporting requirements under the
Securities Exchange Act of 1934, as amended, and (y) the merger or other
business combination of the Company in which the Company is not the surviving
corporation or survives only as a subsidiary of another corporation, the sale of
all or substantially all of the assets or outstanding stock of the Company or
other similar transaction that results in the change in control of the Company;
and

             (4) In the event of a voluntary resignation or involuntary removal
of the holder of such Options AND the occurrence of any of the events specified
in clauses (x) or (y) of Section 5(b)(3) within twelve months of such
resignation or removal, such options shall immediately vest in full as of the
date of the event specified in clause (x) or (y) of Section 5(b)(3).

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             (ii) No other directors who are not Key Employees shall be entitled
to Option grants hereunder.

SECTION 6.  AWARDS

         (a) OPTIONS. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions, in either case not inconsistent with the provisions of the
Plan, as the Committee shall determine:

             (i) EXERCISE PRICE. The purchase price per Share purchasable under
a Non-Qualified Stock Option shall be determined by the Committee. The purchase
price per Share purchasable under an Incentive Stock Option shall not be less
than 100% (110% in the case of a 10% shareholder as deemed for purposes of
Section 422(c)(5) of the Code) of the Fair Market Value of a Share on the date
of grant of such Incentive Stock Option.

             (ii) OPTION TERM. The term of each Non-Qualified Stock Option shall
be faced by the Committee but generally shall not exceed ten (10) years (five
(5) years in the case of a 10% shareholder, as defined for purposes of Section
422(c)(5) of the Code) from the date of grant. The term of each Incentive Stock
Option shall in no event be more than ten (10) years from the date of grant.

             (iii) TIME AND METHOD OF EXERCISE. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part, and
the method or methods by which, and the form or forms (including, without
limitation, cash, Shares, outstanding Awards or other consideration, or any
combination thereof, having a Fair Market Value on the exercise date equal to
the relevant option price) in which, payment of the option prices with respect
thereto may be made or deemed to have been made.

             (iv) EARLY TERMINATION. The unexercised portion of any option
granted under the Plan will generally be terminated (a) three (3) months after
the date on which the Participant's employment is terminated for any reason
other than (i) cause, (ii) mental or physical disability, (iii) death or (iv)
retirement; (b) immediately upon the termination of the Participant's employment
for cause; (c) Six (6) months after the date on which the Participant's
employment is terminated by reason of mental or physical disability, or (d) (i)
twelve (12) months after the date on which the Participant's employment is
terminated by reason of retirement or the death of the employee, or (ii) nine
(9) months after the date on which the Participant shall die if such death shall
occur during the three (3) month period following the termination of the
Participant's employment by reason of retirement or mental or physical
disability.

             (v) INCENTIVE STOCK OPTIONS. All terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the provisions
of Section 422 of


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the Code, or any successor provision thereto, and any regulations promulgated
thereunder. The Fair Market Value of Shares subject to Incentive Stock Options
(determined as of the date such Incentive Stock Options are granted) exercisable
for the first time by any individual during any calendar year shall in no event
exceed $100,000.

         (b) STOCK APPRECIATION RIGHTS. The Committee is authorized to grant
Stock Appreciation Rights to Participants. Subject to the terms of the Plan and
any applicable Award Agreement, a Stock Appreciation Right granted under the
Plan shall confer upon the holder thereof a right to receive, upon exercise
thereof, an amount in cash equal of the excess of (i) the Fair Market Value of
one Share on the date of exercise over (ii) the Fair Market Value of one Share
on the date of grant of the Stock Appreciation Right. Subject to the terms of
the Plan and any applicable Award Agreement, the grant price, term, methods of
exercise, methods of settlement, and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate, including, but not limited to the following: a
Participant may not exercise a Stock Appreciation Right if the aggregate amount
to be received as a result of his or her exercise of Stock Appreciation Rights
in the preceding twelve (12) month period exceeds such Participant's current
base salary.

         (c) RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee is
hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units
to Participants subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise, as the Committee may deem
appropriate but not inconsistent with the provisions of the Plan:

             (i) REGISTRATION. Any Restricted Stock granted under the Plan may
be evidenced in such manner as the Committee may deem appropriate, including,
without limitation, book-entry registration or issuance of a stock certificate
or certificates. In the event any stock certificate is issued in respect of
shares of Restricted Stock granted under the Plan, such certificate shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Stock.

             (ii) FORFEITURE. Except as otherwise determined by the Committee,
upon termination of employment (as determined under criteria established by the
Committee) for any reason during the applicable restriction period, all shares
of Restricted Stock and all Restricted Stock Units still, in either case,
subject to restriction shall be forfeited to and reacquired by the Company;
provided, however, that the Committee may, when it finds that a waiver would be
in the best interest of the Company, waive in whole, or in part, any or all
remaining restrictions with respect to shares of Restricted Stock or Restricted
Stock Units.

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             (iii) LAPSE OF RESTRICTIONS. Unrestricted Shares, evidenced in such
manner as the Committee shall deem appropriate, shall be delivered to the holder
of Restricted Stock promptly after such Restricted Stock shall become Released
Securities.

         (d) DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant
Awards to Participants under which the holders thereof shall be entitled to
receive payments equivalent to dividends with respect to a number of Shares and
payable on such date or dates as determined by the Committee, and the Committee
may provide that such amounts (if any) shall be deemed to have been reinvested
in additional Shares or otherwise reinvested. Subject to the terms of the Plan
any applicable Award Agreement, such Awards may have such terms and conditions
as the Committee shall determine.

         (e) OTHER AWARDS. The Committee is hereby authorized, to the extent
permitted under Rule 16b-3 and applicable law, to grant to Participants such
other Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including, without
limitation, securities, convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine the terms and
conditions of such Awards. Shares or other securities delivered to a Participant
pursuant to a purchase right granted under this Section 6(e) shall be purchased
for such consideration, which may be paid by such method or methods and in such
form or forms, including, without limitation, cash, Shares, outstanding Awards,
or other consideration, or any combination thereof, as the Committee shall
determine.

         (f) PERFORMANCE AWARDS. The Committee is hereby authorized to grant
Performance Awards to Participants. Subject to the terms of the Plan and any
applicable Award Agreement, a Performance Award granted under the Plan (i) may
be denominated as a Stock Award or a Stock Based Award and payable in cash,
Shares, other securities or other property and (ii) shall confer on the holder
thereof rights valued as determined by the Committee and payable to, or
exercisable by, the holder of the Performance Award, in whole or in part, upon
the achievement of such performance goals and during such performance periods as
the Committee shall establish. Subject to the terms of the Plan and applicable
Award Agreement, the performance goals to be achieved during any performance
period, the length of any performance period, and the amount of any payment or
transfer to be made pursuant to any Performance Award shall be determined by the
Committee.

         (g) GENERAL.

             (i) NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for
no cash consideration or such minimal cash consideration as may be required by
applicable law.

             (ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, at
the discretion of the Committee, be granted either alone or in addition to, in
tandem with, or 


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in substitution for any other Award or any award granted under any other plan of
the Company or any Affiliate. Awards granted in addition to or in tandem with
other Awards, in addition to or in tandem with awards granted under any other
plan of the Company or any Affiliate, may be granted either at the same time as
or at a different time from the grant of such other Awards or awards; provided,
that any Tandem Option shall be subject to the following provisions: upon
exercise of an Option issued as part of a Tandem Option, the participant shall
be entitled to a credit toward the option exercise price equal to the value of
the Stock Appreciation Rights issued in tandem with the Option exercised, but
not in an amount that would exceed the amount of the federal income tax
deduction allowed to the Company in respect of such Stock Appreciation Rights.
Upon such exercise of a Tandem Option, the related Stock Appreciation Right
shall terminate and the value of such Stock Appreciation Right shall be limited
to such credit. Upon the exercise of a Stock Appreciation Right issued as part
of a Tandem Option, the Option to which such Stock Appreciation Right relates
shall cease to be exercisable to the extent of the number of Shares with respect
to which the Stock Appreciation Right was exercised.

             (iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the
Plan and of any applicable Award Agreement, payment or transfers to be made by
the Company or an Affiliate upon the grant or exercise of an Award may be made
in such form or forms as the Committee shall determine, including, without
limitation, cash, Shares, other securities, other Awards, or other property, or
any combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant of crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Shares on other securities.

             (iv) LIMITS ON TRANSFER OF AWARDS. No Award (other than Released
Securities), and no right under any such Award, shall be assignable, alienable,
salable, or transferable by a Participant otherwise than by will or by the laws
of descent and distribution (or, in the case of an Award of Restricted
Securities, to the Company); provided, however, that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant, and to receive any property distributable, with respect to any
Award upon the death of the Participant. Each Award, and each right under any
Award, shall be exercisable, during the Participant's lifetime, only by the
Participant or, if permissible under applicable law with respect to any Award
that is not an Incentive Stock Option, by the Participant's guardian or legal
representative. No Award (other than Released Securities), and no right under
any such Award, may be pledged, alienated, attached, or otherwise encumbered,
and any purported pledge, alienation, attachment, or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate.

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             (v) TERM OF AWARDS. Except as set forth in Section 6(a)(ii), the
term of each Award shall be for such period as may be determined by the
Committee.

             (vi) SHARE CERTIFICATES. All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other restrictions of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities are
then listed, and any applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

SECTION 7.   AMENDMENT AND TERMINATION

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

         (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan, except that any amendment, alteration,
suspension, discontinuation, or termination that would impair the rights of any
Participant, or any other holder or beneficiary of any Award theretofore
granted, shall require the consent of such Participant, other holder or
beneficiary of an Award. Notwithstanding the foregoing, the Board may condition
any amendment on the approval of the stockholders of the Company if such
approval is necessary or advisable with respect to tax (including Code Sections
162(m) and 422), securities or other applicable laws and rules and regulations
to which the Company, this Plan, Participants or other applicable Persons are
subject.

         (b) CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

SECTION 8.   GENERAL PROVISIONS.

         (a) NO RIGHTS TO AWARDS. No Key Employee or Participant shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Key Employees, Participants, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of Awards need
not be the same with respect to each recipient.

         (b) WITHHOLDING. The Company or any Affiliate shall be authorized to
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, or other
property) of withholding taxes due in respect of an Award, its exercise, or any
payment or transfer under such Awards or under the Plan and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. In case of


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Awards paid in Shares, the Participant or other person receiving such Shares may
be required to pay the Company or Affiliate, as appropriate, the amount of any
such withholding taxes which is required to be withheld with respect to such
Shares.

         (c) NO LIMIT ON OTHER PLANS. Nothing contained in the Plan shall
prevent the Company or any Affiliate from adopting or continuing in effect other
or additional compensation arrangements and such arrangements may be either
generally applicable or applicable only in specific cases.

         (d) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

         (e) GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.

         (f) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan, such provision shall be deemed void, stricken and the remainder of
the Plan and any such Award shall remain in full force and effect.

         (g) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (h) NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

         (i) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision hereof.

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<PAGE>

SECTION 9.  EFFECTIVE DATE OF THE PLAN

         The Plan is effective as of November 14, 1994. The amendments to the
Plan are effective upon stockholder approval thereof.

SECTION 10.  TERM OF THE PLAN

         The Plan shall continue until the earlier of (i) the date on which all
Stock Awards and Stock Based Awards issuable hereunder have been issued, or (ii)
the termination of the Plan by the Board. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond such date and the authority of the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award, and the authority of the Board to
amend the Plan, shall extend beyond such date. Notwithstanding anything to the
contrary in this Section 10, no Incentive Stock Options may be granted under the
Plan more than ten (10) years after the date of adoption of the Plan.






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