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                                                                EXHIBIT 10.4

                         EDISON BROTHERS STORES, INC.

                          1998 EQUITY INCENTIVE PLAN


        1.   PURPOSE. The purpose of the 1998 Equity Incentive Plan is to
attract and retain consultants, officers and other key employees for Edison
Brothers Stores, Inc., a Delaware corporation and its Subsidiaries, and to
provide to such persons incentives and rewards for superior performance.

        2.   DEFINITIONS.  As used in this Plan,

             "Board" means the Board of Directors of the Company and, to
the extent of any delegation by the Board to a committee (or subcommittee
thereof) pursuant to Section 14 of this Plan, such committee (or subcommittee).

             "Change in Control" shall have the meaning provided in Section
10 of this Plan.

             "Chapter 11 Case" means the case commenced by the Company on
November 3, 1995 under Chapter 11 of Title 11 of the United States Code in the
United States Bankruptcy Court in the State of Delaware (Case No. 95-1354
(PJW)).

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

             "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company authorized and issued pursuant to the terms of the plan of
reorganization of the Company under Chapter 11 of Title 11 of the United States
Code as confirmed by the Bankruptcy Court in the Chapter 11 Case or any security
into which such shares of Common Stock may be changed by reason of any
transaction or event of the type referred to in Section 9 of this Plan.

             "Company" means Edison Brothers Stores, Inc., a Delaware 
corporation.

             "Covered Employee" means a Participant who is, or is
determined by the Board likely to become, a "covered employee" within the
meaning of Section 162(m) of the Code (or any successor provision).

             "Date of Grant" means the date specified by the Board on which
a grant of Option Rights, or Performance Shares or a grant or sale of Restricted
Shares or Deferred Shares shall become effective (which date shall not be
earlier than the date on which the Board takes action with respect thereto).

             "Deferral Period" means the period of time during which
Deferred Shares are subject to deferral limitations under Section 6 of this
Plan.

             "Deferred Shares" means an award made pursuant to Section 6 of
this Plan of the right to receive shares of Common Stock at the end of a
specified Deferral Period.

             "Director" means a member of the Board of Directors of the Company.

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             "Eligible Transferee" means (i) one or more members of the
Participant's Immediate Family, (ii) one or more trusts established solely for
the benefit of one or more members of such Participant's Immediate Family, (iii)
one or more corporations or limited liability companies in which the only equity
holders are members of such Participant's Immediate Family, or (iv) one or more
partnerships in which the only partners are members of such Participant's
Immediate Family.

             "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.

             "Immediate Family" has the meaning ascribed thereto in Rule
16a-1(e) under the Exchange Act (or any successor rule to the same effect) as in
effect from time to time.

             "Incentive Stock Options" means Option Rights that are
intended to qualify as "incentive stock options" under Section 422 of the Code
or any successor provision.

             "Management Objectives" means the measurable performance
objective or objectives established pursuant to this Plan for Participants who
have received grants of Performance Shares or, when so determined by the Board,
Option Rights, Restricted Shares, Deferred Shares and dividend credits pursuant
to this Plan. Management Objectives may be described in terms of Company-wide
objectives or objectives that are related to the performance of the individual
Participant or of the Subsidiary, division, department, region or function
within the Company or Subsidiary in which the Participant is employed. The
Management Objectives may be made relative to the performance of other
corporations. The Management Objectives applicable to any award to a Covered
Employee shall be based on specified levels of or growth in one or more of the
following criteria:

                  1.       market value;
                  2.       book value;
                  3.       earnings per share;
                  4.       market share;
                  5.       operating profit;
                  6.       net income;
                  7.       cash flow;
                  8.       return on capital;
                  9.       return on assets;
                  10.      return on equity;
                  11.      margins;
                  12.      shareholder return;
                  13.      sales or product volume growth;
                  14.      quantifiable and objective productivity improvement;
                  15.      costs or expenses;
                  16.      net assets; or
                  17.      debt/capital ratio.

             If the Board determines that a change in the business,
operations, corporate structure or capital structure of the Company, or the
manner in which it conducts its business, or other events or circumstances
render the Management Objectives unsuitable, the Board may in its discretion
modify such Management Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Board deems appropriate and equitable,
except in the case of a Covered Employee where such action would result in the
loss of the otherwise available exemption of the award under Section 162(m) of
the 

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Code. In such case, the Board shall not make any modification of the Management
Objectives or minimum acceptable level of achievement.

             "Market Value per Share" means, as of any particular date, the
average of the highest and lowest selling prices of a share of Common Stock as
reported for that date (or, if no prices are quoted for that date, for the last
preceding date for which such prices are quoted) on the New York Stock Exchange,
or, if the Common Stock is not then listed on the New York Stock Exchange, on
such other national securities exchange on which the Common Stock is listed or,
if not so listed, then on the Nasdaq National Market. If, as of a particular
date, the Common Stock is not listed or quoted on any national securities
exchange or on the Nasdaq National Market, then the Market Value per Share of a
share of Common Stock as of such date shall be determined according to such
criteria as the Board in good faith shall deem appropriate.

             "Non-Employee Director" means a person who is a "non-employee
director" within the meaning of Rule 16b-3.

             "Optionee" means the optionee named in an agreement evidencing an 
outstanding Option Right.

             "Option Price" means the purchase price payable on exercise of an 
Option Right.

             "Option Right" means the right to purchase shares of Common
Stock upon exercise of an option granted pursuant to Section 4 of this Plan.

             "Outside Director" means a person who is an "outside director"
within the meaning of Section 162(m) of the Code.

             "Participant" means a person who is selected by the Board to
receive benefits under this Plan and who is at the time a consultant, an
officer, or other key employee of the Company or any one or more of its
Subsidiaries, or who has agreed to commence serving in any of such capacities.

             "Performance Period" means, in respect of a Performance Share,
a period of time established pursuant to Section 7 of this Plan within which the
Management Objectives relating to such Performance Share are to be achieved.

             "Performance Share" means a bookkeeping entry that records the
equivalent of one share of Common Stock awarded pursuant to Section 7 of this
Plan.

             "Plan" means this Edison Brothers Stores, Inc. 1998 Equity 
Incentive Plan.

             "Restricted Shares" means shares of Common Stock granted or
sold pursuant to Section 5 of this Plan as to which neither the substantial risk
of forfeiture nor the prohibition on transfers referred to in such Section 5 has
expired.

             "Rule 16b-3" means Rule 16b-3 under the Exchange Act (or any 
successor rule to the same effect) as in effect from time to time.

             "Subsidiary" means a corporation, company or other entity (i)
more than 50 percent of whose outstanding shares or securities (representing the
right to vote for the election of directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities (as may be the case in
a partnership, joint venture or unincorporated association) but more 


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than 50 percent of whose ownership interest representing the right
generally to make decisions for such other entity is, now or hereafter, owned or
controlled, directly or indirectly, by the Company except that for purposes of
determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options, "Subsidiary" means any corporation in which at the time
the Company owns or controls, directly or indirectly, more than 50 percent of
the total combined voting power represented by all classes of stock issued by
such corporation.

             "Voting Power" means, at any time, the total votes relating to
the then-outstanding securities entitled to vote generally in the election of
Directors.

        3.   SHARES AVAILABLE UNDER THE PLAN. (a) Subject to adjustment as
provided in Section 3(b) and Section 9 of this Plan, the number of shares of
Common Stock that may be issued or transferred (i) upon the exercise of Option
Rights, (ii) as Restricted Shares and released from substantial risks of
forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of Performance
Shares that have been earned, or (v) in payment of dividend equivalents paid
with respect to awards made under the Plan, shall not exceed in the aggregate
700,000 shares of Common Stock. Such shares may be shares of original issuance
or treasury shares or a combination of the foregoing.

             (b) The number of shares available in Section 3(a) above shall
be adjusted to account for shares relating to awards that expire, are forfeited
or are transferred, surrendered or relinquished upon the payment of any Option
Price by the transfer to the Company of shares of Common Stock or upon
satisfaction of any withholding amount. Upon payment in cash of the benefit
provided by any award granted under this Plan, any shares that were covered by
that award shall again be available for issue or transfer hereunder.

              (c) Notwithstanding anything to the contrary in this Section 3
or elsewhere in this Plan, and subject to adjustment as provided in Section 9 of
this Plan, (i) the aggregate number of shares of Common Stock actually issued or
transferred by the Company upon the exercise of Incentive Stock Options shall
not exceed 700,000 shares of Common Stock; (ii) no Participant shall be granted
Option Rights, in the aggregate, for more than 700,000 shares of Common Stock
during any calendar year; and (iii) the number of shares issued as Restricted
Shares shall not in the aggregate exceed 200,000 shares of Common Stock.

             (d) Notwithstanding any other provision of this Plan to the
contrary, in no event shall any Participant in any calendar year receive an
award of Performance Shares intended to qualify for exemption under Section
162(m) of the Code of more than 700,000 shares of Common Stock.

             (e) The method of counting shares subject to the limits
described in subsection (ii) of Section 3(c) and Section 3(d) shall conform to
any requirements applicable to performance-based compensation under Section
162(m) of the Code.


        4.   OPTION RIGHTS. The Board may, from time to time and upon such terms
and conditions as it may determine, authorize the granting to Participants of
options to purchase shares of Common Stock. Each such grant may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

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             (a) Each grant shall specify the number of shares of Common
Stock to which it pertains subject to the limitations set forth in Section 3 of
this Plan.

             (b) (i) Except as provided in subsection (ii) of this Section
4(b), each grant shall specify an Option Price per share, which may not be less
than the Market Value per Share on the Date of Grant.

                      (ii) The Option Price per share of any Option Rights
granted to any executive officer of the Company in
connection with the negotiation and execution of such officer's initial
employment agreement with the Company may not be less than the lesser of (x) the
Market Value per Share on the Date of Grant, or (y) the Market Value per Share
on the date immediately prior to the date on which the Company publicly
announces such officer's agreement to commence serving as an executive officer
of the Company.


             (c) Each grant shall specify whether the Option Price shall be
payable (i) in cash or by check acceptable to the Company, (ii) by the tender to
the Company of shares of Common Stock owned by the Optionee and registered in
the name of the Optionee having an aggregate fair market value on the date of
exercise equal to the total Option Price, such fair market value to be
determined based on the Market Value per Share on the date of exercise, (iii) by
delivery of irrevocable instructions to a financial institution or broker to
deliver promptly to the Company sale or loan proceeds with respect to the shares
sufficient to pay the total Option Price, (iv) through the written election of
the Optionee to have shares of Common Stock withheld by the Company from the
shares otherwise to be received, with such withheld shares having an aggregate
fair market value on the date of exercise equal to the total Option Price of the
shares being purchased, or (v) by any combination of the payment methods
specified in clauses (i) through (iv) hereof.

             (d) Successive grants may be made to the same Participant
whether or not any Option Rights previously granted to such Participant remain
unexercised.

             (e) Each grant shall specify the period or periods of
continuous service by the Optionee with the Company or any Subsidiary, if any,
or other conditions (including the satisfaction of Management Objectives) that
may be necessary before the Option Rights or installments thereof will become
exercisable and may provide for the earlier exercise of such Option Rights in
the event of a Change in Control or other circumstances.

             (f) Option Rights granted under this Plan may be (i) options,
including, without limitation, Incentive Stock Options, that are intended to
qualify under particular provisions of the Code, (ii) options that are not
intended so to qualify, or (iii) combinations of the foregoing.

             (g) The Board may, at or after the Date of Grant of any Option
Rights (other than Incentive Stock Options), provide for the payment of dividend
equivalents to the Optionee on either a current or deferred or contingent basis
or may provide that such equivalents shall be credited against the Option Price.

             (h) No Option Right shall be exercisable more than 10 years
from the Date of Grant.

             (i) The Board, in its sole discretion, may grant tax-offset
bonus rights ("TOBRs") with respect to awards of Option Rights. Such TOBRs 

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may be granted to an Optionee at the time of the grant of the related
Option Right or subsequent thereto. A TOBR shall entitle the Optionee to receive
from the Company upon exercise of the related Option Right an amount of cash
equal to (i) the excess, if any, of the aggregate market price of the shares of
Common Stock acquired by the exercise of the Option Right on the date of
exercise over the aggregate Option Price of the shares of Common Stock acquired
by such exercise multiplied by (ii) a percentage (either fixed or by formula)
determined solely by the Board. The Board shall determine all other terms and
provisions of any TOBR. No TOBR shall be assignable or transferable except to
the extent authorized by the Board.

             (j) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of the Company by a duly authorized officer and
delivered to and accepted by the Optionee and shall contain such terms and
provisions, consistent with this Plan, as the Board may approve.

        5.   RESTRICTED SHARES. The Board may authorize the grant or sale of
Restricted Shares to Participants. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

             (a) Each such grant or sale shall constitute an immediate
transfer of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such Participant to
voting, dividend and other ownership rights, but subject to the substantial risk
of forfeiture and restrictions on transfer hereinafter referred to.

             (b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than Market Value per Share at the Date of Grant.

             (c) Each such grant or sale shall provide that the Restricted
Shares covered by such grant or sale shall be subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code for a period to be
determined by the Board at the Date of Grant, except (if the Board shall so
determine) in the event of a Change in Control or other circumstances.

             (d) Each such grant or sale shall provide that during the
period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Board at the Date of Grant (which
restrictions may include, without limitation, rights of repurchase or first
refusal in the Company or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee).

             (e) Any grant of Restricted Shares may specify Management
Objectives that, if achieved, will result in termination or early termination of
the restrictions applicable to such shares. Each grant may specify in respect of
such Management Objectives a minimum acceptable level of achievement and may set
forth a formula for determining the number of Restricted Shares on which
restrictions will terminate if performance is at or above the minimum level but
falls short of full achievement of the specified Management Objectives.

             (f) Any such grant or sale of Restricted Shares may require
that any or all dividends or other distributions paid thereon during the period
of such restrictions be automatically deferred and reinvested in additional
Restricted Shares, which may be subject to the same restrictions as the
underlying award.



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             (g) Each grant or sale of Restricted Shares shall be evidenced
by an agreement executed on behalf of the Company by a duly authorized officer
and delivered to and accepted by the Participant and shall contain such terms
and provisions, consistent with this Plan, as the Board may approve. Unless
otherwise directed by the Board, all certificates representing Restricted Shares
shall be held in custody by the Company until all restrictions thereon shall
have lapsed, together with a stock power or powers executed by the Participant
in whose name such certificates are registered, endorsed in blank and covering
such Shares.

        6.   DEFERRED SHARES. The Board may authorize the granting or sale of
Deferred Shares to Participants. Each such grant or sale may utilize any or all
of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

             (a) Each such grant or sale shall constitute the agreement by
the Company to deliver shares of Common Stock to the Participant in the future
in consideration of the performance of services, but subject to the fulfillment
of such conditions during the Deferral Period as the Board may specify.

             (b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.

             (c) Each such grant or sale shall be subject to a Deferral
Period as determined by the Board at the Date of Grant except (if the Board
shall so determine) in the event of a Change in Control or other circumstances.

             (d) During the Deferral Period, the Participant shall have no
right to transfer any rights under his or her award and shall have no rights of
ownership in the Deferred Shares and shall have no right to vote them, but the
Board may, at or after the Date of Grant, authorize the payment of dividend
equivalents on such Shares on either a current or deferred or contingent basis,
either in cash or in additional shares of Common Stock.

             (e) Each grant or sale of Deferred Shares shall be evidenced
by an agreement executed on behalf of the Company by a duly authorized officer
and delivered to and accepted by the Participant and shall contain such terms
and provisions, consistent with this Plan, as the Board may approve.

        7.   PERFORMANCE SHARES. The Board may authorize the granting of
Performance Shares that will become payable to a Participant upon achievement of
specified Management Objectives. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:

             (a) Each grant shall specify the number of Performance Shares
to which it pertains, which number may be subject to adjustment to reflect
changes in compensation or other factors; provided, however, that no such
adjustment shall be made in the case of a Covered Employee where such action
would result in the loss of the otherwise available exemption of the award under
Section 162(m) of the Code.

             (b) The Performance Period with respect to each Performance
Share shall be such period of time as shall be determined by the Board at the
time of grant, except (if the Board shall so determine) in the event of a 

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Change in Control or other circumstances; provided, however, that no
acceleration determination shall be made in the case of a Covered Employee where
such action would result in the loss of the otherwise available exemption of the
award under Section 162(m) of the Code.

             (c) Any grant of Performance Shares shall specify Management
Objectives which, if achieved, will result in payment or early payment of the
award, and each grant shall specify in respect of such specified Management
Objectives a minimum acceptable level of achievement and shall set forth a
formula for determining the number of Performance Shares that will be earned if
performance is at or above the minimum level but falls short of full achievement
of the specified Management Objectives. The grant of Performance Shares shall
specify that, before the Performance Shares shall be earned and paid, the Board
must certify that the Management Objectives have been satisfied.

             (d) Each grant shall specify the time and manner of payment of
Performance Shares that have been earned. Any grant may specify that the amount
payable with respect thereto may be paid by the Company in cash, in shares of
Common Stock or in any combination thereof and may either grant to the
Participant or retain in the Board the right to elect among those alternatives.

             (e) Any grant of Performance Shares may specify that the
amount payable with respect thereto may not exceed a maximum specified by the
Board at the Date of Grant.

             (f) The Board may, at or after the Date of Grant of
Performance Shares, provide for the payment of dividend equivalents to the
holder thereof on either a current or deferred or contingent basis, either in
cash or in additional shares of Common Stock.

             (g) Each grant of Performance Shares shall be evidenced by an
agreement executed on behalf of the Company by a duly authorized officer and
delivered to and accepted by the Participant and shall contain such terms and
conditions, consistent with this Plan, as the Board may approve.

        8.   TRANSFERABILITY. (a) Except as otherwise determined by the Board,
but subject to the provisions of Section 8(c), no Option Right or other
derivative security granted under the Plan shall be transferable by a
Participant other than by will or the laws of descent and distribution. Except
as otherwise determined by the Board, Option Rights shall be exercisable during
the Optionee's lifetime only by the Optionee or by the Optionee's guardian or
legal representative.

             (b) The Board may specify at the Date of Grant that part or
all of the shares of Common Stock that are (i) to be issued or transferred by
the Company upon the exercise of Option Rights, upon the termination of the
Deferral Period applicable to Deferred Shares or upon payment under any grant of
Performance Shares or (ii) no longer subject to the substantial risk of
forfeiture and restrictions on transfer referred to in Section 5 of this Plan,
shall be subject to further restrictions on transfer.

             (C) Notwithstanding the provisions of Section 8(a), but
subject to the prior authorization by the Board (which may be a general
authorization), Option Rights (other than Incentive Stock Options), Restricted
Shares, Deferred Shares and Performance Shares shall be transferable by a
Participant, without payment of consideration therefor by the transferee, to any
Eligible Transferee; provided, however, that (i) no such transfer shall be


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effective unless ten (10) days' prior notice thereof is delivered to the Company
and such transfer is thereafter effected in accordance with any terms and
conditions that shall have been made applicable thereto by the Company or the
Board and (ii) any such Eligible Transferee shall be subject to the same terms
and conditions hereunder as the Participant.

        9.   ADJUSTMENTS.  The Board shall make or provide for such
adjustments in the numbers of shares of Common Stock covered by outstanding
Option Rights, Deferred Shares, and Performance Shares granted hereunder, in the
Option Price, and in the kind of shares covered thereby, as the Board, in its
sole discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Participants or Optionees that
otherwise would result from (a) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, or (b) any merger, consolidation, spin-off, split-off, spin-out,
split-up, reorganization, partial or complete liquidation or other distribution
of assets, issuance of rights or warrants to purchase securities, or (c) any
other corporate transaction or event having an effect similar to any of the
foregoing.  Moreover, in the event of any such transaction or event, the Board,
in its discretion, may provide in substitution for any or all outstanding awards
under this Plan such alternative consideration as it, in good faith, may
determine to be equitable in the circumstances and may require in connection
therewith the surrender of all awards so replaced.  The Board may also make or
provide for such adjustments in the numbers of shares specified in Section 3 of
this Plan as the Board in its sole discretion, exercised in good faith, may
determine is appropriate to reflect any transaction or event described in this
Section 9; provided, however, that any such adjustment to the number specified
in Section 3(c)(i) shall be made only if and to the extent that such adjustment
would not cause any Option Right intended to qualify as an Incentive Stock
Option to fail so to qualify.


        10.  CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall mean the occurrence at any time of any of the following events:

             (i) any "person" or "group" (as such terms are used in Section
13(d) of the Exchange Act) becomes the "beneficial owner" (as determined
pursuant to Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company having more than 33% of the total
Voting Power of the Company;

             (ii) at any time during any 24-month period, individuals who
at the beginning of such period constituted the Board (together with any new
directors whose election, or nomination for election by the stockholders of the
Company, to the Board was approved by a majority of the directors then still in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board then in office;

             (iii) the Board approves an agreement providing for the sale,
lease, transfer or other disposition of all or substantially all of the assets
of the Company, in one transaction or a series of related transactions, to any
"person" or "group" (as such terms are used in Section 13(d) of the Exchange
Act) other than a wholly-owned subsidiary of the Company;

             (iv) the Board approves an agreement providing for the merger
or consolidation of the Company with another corporation, other than a merger in
which the Company would be the surviving corporation and which would result in

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(a) securities having more than 50% of the total Voting Power of the surviving
or resulting corporation being "beneficially owned" (as determined pursuant to
Rules 13d-3 and 13d-5 under the Exchange Act) by the holders of the capital
stock of the Company immediately prior to such merger and (b) no "person" or
"group" (as such terms are used in Section 13(d) of the Exchange Act)
"beneficially owning" (as determined pursuant to Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, securities having more than 33% of the
total Voting Power of the surviving or resulting corporation; or

             (v) the Board approves a plan for the liquidation or
dissolution of the Company.

        11.  FRACTIONAL SHARES. The Company shall not be required to issue any
fractional shares of Common Stock pursuant to this Plan. The Board may provide
for the elimination of fractions or for the settlement of fractions in cash.

        12.  WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements (in the discretion of the Board) may include relinquishment
of a portion of such benefit.

        13.  FOREIGN EMPLOYEES.  In order to facilitate the making
of any grant or combination of grants under this Plan, the Board may provide for
such special terms for awards to Participants who are foreign nationals or who
are employed by the Company or any Subsidiary outside of the United States of
America as the Board may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Board may approve
such supplements to or amendments, restatements or alternative versions of this
Plan as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purpose, and
the Secretary or other appropriate officer of the Company may certify any such
document as having been approved and adopted in the same manner as this Plan. 
No such special terms, supplements, amendments or restatements, however, shall
include any provisions that are inconsistent with the terms of this Plan as then
in effect unless this Plan could have been amended to eliminate such
inconsistency without further approval by the stockholders of the Company.

        14.  ADMINISTRATION OF THE PLAN. (a) (i) Subject to subsection (ii) of
this Section 14(a), this Plan shall be administered by the Board, which may from
time to time delegate all or any part of its authority under this Plan to a
committee of the Board (or subcommittee thereof) consisting of not less than two
Non-Employee Directors appointed by the Board.

             (ii)     Awards of Option Rights are, and certain awards of 
Restricted Shares and Performance Shares may be, intended to qualify as
performance-based compensation under Section 162(m) of the Code. The grant of
such awards, and the administration thereof and any determinations to be made in
connection therewith, shall be carried out only by a committee of the Board (or
subcommittee thereof) consisting of not less than two Outside Directors
appointed by the Board. Such committee shall grant such awards in a manner


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consistent with the rules governing performance-based compensation under Section
162(m) of the Code.

             (b) To the extent of any delegation described in subsection
(a) of this Section 14, references in this Plan to the Board shall be deemed to
be references to any such committee or subcommittee. The interpretation and
construction by the Board of any provision of this Plan or of any agreement,
notification or document evidencing the grant of Option Rights, Restricted
Shares, Deferred Shares or Performance Shares and any determination by the Board
pursuant to any provision of this Plan or of any such agreement, notification or
document shall be final and conclusive. No member of the Board shall be liable
for any such action or determination made in good faith.

        15.  AMENDMENTS, ETC.  (a) The Board may at any time and
from time to time amend the Plan in whole or in part; provided, however, that
(i) any amendment which must be approved by the stockholders of the Company in
order to comply with applicable law or the rules of the Nasdaq National Market
or, if the Common Stock is not traded on the Nasdaq National Market, the
principal national securities exchange upon which the Common Stock is traded or
quoted, shall not be effective unless and until such approval has been obtained
and (ii) no amendment of this Plan may, without the written consent of a
Participant to whom awards under the Plan have been granted, adversely affect
the rights of such Participant under such awards, which rights shall include all
rights of such Participant under the Plan as it existed as of the Date of Grant
of such awards.  Presentation of this Plan or any amendment hereof for
stockholder approval shall not be construed to limit the Company's authority to
offer similar or dissimilar benefits under other plans without stockholder
approval.

             (b) The Board also may permit Participants to elect to defer
the issuance of shares of Common Stock or the settlement of awards in cash under
the Plan pursuant to such rules, procedures or programs as it may establish for
purposes of this Plan. The Board also may provide that deferred issuances and
settlements include the payment or crediting of dividend equivalents or interest
on the deferral amounts.

             (c) The Board may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral by
the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Company or a Subsidiary to the
Participant.

             (d) In case of termination of employment by reason of death,
disability or normal or early retirement, or in the case of hardship or other
special circumstances, of a Participant who holds an Option Right not
immediately exercisable in full, or any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, or any Deferred Shares as to which the Deferral Period has not been
completed, or any Performance Shares which have not been fully earned, or who
holds shares of Common Stock subject to any transfer restriction imposed
pursuant to Section 8(b) of this Plan, the Board may, in its sole discretion,
accelerate the time at which such Option Right may be exercised or the time at
which such substantial risk of forfeiture or prohibition or restriction on
transfer will lapse or the time when such Deferral Period will end or the time
at which such Performance Shares will be deemed to have been fully earned or the
time when such transfer restriction will terminate or may waive any other
limitation or requirement under any such award.



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<PAGE>   12


             (e) This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Company or
any Subsidiary, nor shall it interfere in any way with any right the Company or
any Subsidiary would otherwise have to terminate such Participant's employment
or other service at any time.

             (f) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify as an Incentive Stock
Option from qualifying as such, that provision shall be null and void with
respect to such Option Right. Such provision, however, shall remain in effect
for other Option Rights and there shall be no further effect on any provision of
this Plan.

        16.  TERMINATION. No grant shall be made under this Plan after the tenth
anniversary (the "Termination Date") of the date on which this Plan is first
approved by the stockholders of the Company, but all grants made on or prior to
the Termination Date shall continue in effect thereafter subject to the terms
thereof and of this Plan.

        17.  INVESTMENT PURPOSE. Each award granted under the Plan shall be
granted only on the condition that all purchases of stock thereunder shall be
for investment purposes, and not with a view to resale or distribution, except
that the Board may make such provision in awards granted under the Plan as it
deems necessary or advisable for the release of such condition upon registration
with the Securities and Exchange Commission of the shares available for issuance
under the Plan, or upon the happening of any other contingency warranting the
release of such condition.

        18.  EFFECTIVE TIME. The Plan shall become effective as of the date of
Board approval (the "Effective Date"), subject to the approval of the Company's
stockholders within twelve (12) months after the Effective Date; provided,
however, that notwithstanding anything herein to the contrary, all awards
intended to qualify as performance-based compensation under Section 162(m) of
the Code made prior to such stockholder approval shall (a) not vest or be
exercisable until such approval shall have been obtained, and (b) be void if
such approval has not been obtained by the end of such twelve-month period.


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