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                                                                   EXHIBIT 10.10

                              PAPER WAREHOUSE, INC.

                     1997 STOCK OPTION AND COMPENSATION PLAN
                  (AS AMENDED AND RESTATED AS OF JUNE 11, 1999)

1.   PURPOSE. The purpose of the 1997 Stock Option and Compensation Plan, as
     amended and restated as of June 11, 1999 (the "Plan") of Paper Warehouse,
     Inc. (the "Company") is to increase shareholder value and to advance the
     interests of the Company by furnishing a variety of economic incentives
     ("Incentives") designed to attract, retain and motivate employees.
     Incentives may consist of opportunities to purchase or receive shares of
     Common Stock, $.01 par value, of the Company ("Common Stock"), monetary
     payments or both on terms determined under this Plan. The Plan shall
     constitute an amendment and restatement of the Company's existing 1997
     Stock Option and Compensation Plan (the "Former Plan") and as such shall
     supersede and replace the Former Plan. The Former Plan shall be deemed
     outstanding, however, only to the extent necessary to determine the terms
     and conditions of any such offers to purchase the Company's Common Stock or
     other rights previously granted under the Former Plan.

2.   ADMINISTRATION. The Plan shall be administered by the compensation
     committee (the "Committee") of the Board of Directors of the Company. The
     Committee shall consist of not less than two directors of the Company and
     shall be appointed from time to time by the Board of Directors of the
     Company. Each member of the Committee shall be a non-employee director
     within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934
     ("Non-Employee Directors"), and the regulations promulgated thereunder (the
     "1934 Act"). The Board of Directors of the Company may from time to time
     appoint members of the Committee in substitution for, or in addition to,
     members previously appointed, and may fill vacancies, however caused, in
     the Committee. The Committee shall select one of its members as its
     chairman and shall hold its meetings at such times and places as it shall
     deem advisable. A majority of the Committee's members shall constitute a
     quorum. All action of the Committee shall be taken by the majority of its
     members. Any action may be taken by a written instrument signed by majority
     of the members and actions so taken shall be fully effective as if it had
     been made by a majority vote at a meeting duly called and held. The
     Committee may appoint a secretary, shall keep minutes of its meetings and
     shall make such rules and regulations for the conduct of its business as it
     shall deem advisable. The Committee shall have complete authority to award
     Incentives under the Plan, to interpret the Plan, and to make any other
     determination which it believes necessary and advisable for the proper
     administration of the Plan. The Committee's decisions and matters relating
     to the Plan shall be final and conclusive on the Company and its
     participants.

3.   ELIGIBLE EMPLOYEES. Participants (including, officers, non-employee
     directors, consultants and independent contractors) shall become eligible
     to receive Incentives under the Plan when designated by the Committee.
     Employees may be designated individually or by groups or categories (for
     example, by pay grade) as the Committee deems appropriate. Participation by
     officers of the Company and any performance

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     objectives relating to such officers must be approved by the Committee.
     Participation by others and any performance objectives relating to
     others may be approved by groups or categories (for example, by pay
     grade) and authority to designate participants who are not officers and
     to set or modify such targets may be delegated.

4.   TYPES OF INCENTIVES. Incentives under the Plan may be granted in any one or
     a combination of the following forms: (a) incentive stock options and
     non-statutory stock options (section 6); (b) stock appreciation rights
     ("SARs") (section 7); (c) stock awards (section 8); (d) restricted stock
     (section 8); (e) performance shares (section 9); and (f) cash awards
     (section 10).

5.   SHARES SUBJECT TO THE PLAN.

     5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 11.6,
          the number of shares of Common Stock which may be issued under the
          Plan shall not exceed 1,025,000 shares of Common Stock.

     5.2. CANCELLATION. To the extent that cash in lieu of shares of Common
          Stock is delivered upon the exercise of a SAR pursuant to Section 7.4,
          the Company shall be deemed, for purposes of applying the limitation
          on the number of shares, to have issued the greater of the number of
          shares of Common Stock which it was entitled to issue upon such
          exercise or on the exercise of any related option. In the event that a
          stock option or SAR granted hereunder expires or is terminated or
          canceled unexercised as to any shares of Common Stock, such shares may
          again be issued under the Plan either pursuant to stock options, SARs
          or otherwise. In the event that shares of Common Stock are issued as
          restricted stock or pursuant to a stock award and thereafter are
          forfeited or reacquired by the Company pursuant to rights reserved
          upon issuance thereof, such forfeited and reacquired shares may again
          be issued under the Plan, either as restricted stock, pursuant to
          stock awards or otherwise. The Committee may also determine to cancel,
          and agree to the cancellation of, stock options in order to make a
          participant eligible for the grant of a stock option at a lower price
          than the option to be canceled.

     5.3. TYPE OF COMMON STOCK. Common Stock issued under the Plan in connection
          with stock options, SARs, performance shares, restricted stock or
          stock awards, may be authorized and unissued shares.

6.   STOCK OPTIONS. A stock option is a right to purchase shares of Common Stock
     from the Company. Each stock option granted by the Committee under this
     Plan shall be subject to the following terms and conditions:

     6.1. PRICE. The option price per share shall be determined by the
          Committee, subject to adjustment under Section 11.6.

     6.2. NUMBER. The number of shares of Common Stock subject to the option
          shall be determined by the Committee, subject to adjustment as
          provided in Section 11.6. The number of shares of Common Stock subject
          to a stock option shall be reduced

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          in the same proportion that the holder thereof exercises a SAR if any
          SAR is granted in conjunction with or related to the stock option.

     6.3. DURATION AND TIME FOR EXERCISE. Subject to earlier termination as
          provided in Section 11.4, the term of each stock option shall be
          determined by the Committee but shall not exceed ten years and one day
          from the date of grant. Each stock option shall become exercisable at
          such time or times during its term as shall be determined by the
          Committee at the time of grant. No stock option may be exercised
          during the first twelve months of its term. Except as provided by the
          preceding sentence, the Committee may accelerate the exercisability of
          any stock option. Subject to the foregoing and with the approval of
          the Committee, all or any part of the shares of Common Stock with
          respect to which the right to purchase has accrued may be purchased by
          the Company at the time of such accrual or at any time or times
          thereafter during the term of the option.

     6.4. MANNER OF EXERCISE. A stock option may be exercised, in whole or in
          part, by giving written notice to the Company, specifying the number
          of shares of Common Stock to be purchased and accompanied by the full
          purchase price for such shares. The option price shall be payable in
          United States dollars upon exercise of the option and may be paid by
          cash; uncertified or certified check; bank draft; by delivery of
          shares of Common Stock in payment of all or any part of the option
          price, which shares shall be valued for this purpose at the Fair
          Market Value on the date such option is exercised; by instructing the
          Company to withhold from the shares of Common Stock issuable upon
          exercise of the stock option shares of Common Stock in payment of all
          or any part of the option price, which shares shall be valued for this
          purpose at the Fair Market Value or in such other manner as may be
          authorized from time to time by the Committee. Prior to the issuance
          of shares of Common Stock upon the exercise of a stock option, a
          participant shall have no rights as a shareholder.

     6.5. INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
          contrary, the following additional provisions shall apply to the grant
          of stock options which are intended to qualify as Incentive Stock
          Options (as such term is defined in Section 422A of the Internal
          Revenue Code of 1986, as amended):

          (a)  The aggregate Fair Market Value (determined as of the time the
               option is granted) of the shares of Common Stock with respect to
               which Incentive Stock Options are exercisable for the first time
               by any participant during any calendar year (under all of the
               Company's plans) shall not exceed $100,000.

          (b)  Any Incentive Stock Option certificate authorized under the Plan
               shall contain such other provisions as the Committee shall deem
               advisable, but shall in all events be consistent with and contain
               all provisions required in order to qualify the options as
               Incentive Stock Options.

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          (c)  All Incentive Stock Options must be granted within ten years from
               the earlier of the date on which this Plan was adopted by the
               Board of Directors or the date this Plan was approved by the
               shareholders.

          (d)  Unless sooner exercised, all Incentive Stock Options shall expire
               no later than 10 years after the date of grant.

          (e)  The option price for Incentive Stock Options shall be not less
               than the Fair Market Value of the Common Stock subject to the
               option on the date of grant.

          (f)  No Incentive Stock Options shall be granted to any participant
               who, at the time such option is granted, would own (within the
               meaning of Section 422A of the Code) stock possessing more than
               10% of the total combined voting power of all classes of stock of
               the employer corporation or of its parent or subsidiary
               corporation.

7.   STOCK APPRECIATION RIGHTS. A SAR is a right to receive, without payment to
     the Company, a number of shares of Common Stock, cash or any combination
     thereof, the amount of which is determined pursuant to the formula set
     forth in Section 7.4. A SAR may be granted (a) with respect to any stock
     option granted under this Plan, either concurrently with the grant of such
     stock option or at such later time as determined by the Committee (as to
     all or any portion of the shares of Common Stock subject to the stock
     option), or (b) alone, without reference to any related stock option. Each
     SAR granted by the Committee under this Plan shall be subject to the
     following terms and conditions:

     7.1. NUMBER. Each SAR granted to any participant shall relate to such
          number of shares of Common Stock as shall be determined by the
          Committee, subject to adjustment as provided in Section 11.6. In the
          case of a SAR granted with respect to a stock option, the number of
          shares of Common Stock to which the SAR pertains shall be reduced in
          the same proportion that the holder of the option exercises the
          related stock option.

     7.2. DURATION. Subject to earlier termination as provided in Section 11.4,
          the term of each SAR shall be determined by the Committee but shall
          not exceed ten years and one day from the date of grant. Unless
          otherwise provided by the Committee, each SAR shall become exercisable
          at such time or times, to such extent and upon such conditions as the
          stock option, if any, to which it relates is exercisable. No SAR may
          be exercised during the first twelve months of its term. Except as
          provided in the preceding sentence, the Committee may in its
          discretion accelerate the exercisability of any SAR.

     7.3. EXERCISE. A SAR may be exercised, in whole or in part, by giving
          written notice to the Company, specifying the number of SARs which the
          holder wishes to exercise. Upon receipt of such written notice, the
          Company shall, within 90 days thereafter, deliver to the exercising
          holder certificates for the shares of Common

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          Stock or cash or both, as determined by the Committee, to which the
          holder is entitled pursuant to Section 7.4.

     7.4. PAYMENT. Subject to the right of the Committee to deliver cash in lieu
          of shares of Common Stock (which, as it pertains to officers and
          directors of the Company, shall comply with all requirements of the
          1934 Act), the number of shares of Common Stock which shall be
          issuable upon the exercise of a SAR shall be determined by dividing:

          (a)  the number of shares of Common Stock as to which the SAR is
               exercised multiplied by the amount of the appreciation in such
               shares (for this purpose, the "appreciation" shall be the amount
               by which the Fair Market Value of the shares of Common Stock
               subject to the SAR on the exercise date exceeds (1) in the case
               of a SAR related to a stock option, the purchase price of the
               shares of Common Stock under the stock option or (2) in the case
               of a SAR granted alone, without reference to a related stock
               option, an amount which shall be determined by the Committee at
               the time of grant, subject to adjustment under Section 11.6); by

          (b)  the Fair Market Value of a share of Common Stock on the exercise
               date.

     In lieu of issuing shares of Common Stock upon the exercise of a SAR, the
     Committee may elect to pay the holder of the SAR cash equal to the Fair
     Market Value on the exercise date of any or all of the shares which would
     otherwise be issuable. No fractional shares of Common Stock shall be issued
     upon the exercise of a SAR; instead, the holder of the SAR shall be
     entitled to receive a cash adjustment equal to the same fraction of the
     Fair Market Value of a share of Common Stock on the exercise date or to
     purchase the portion necessary to make a whole share at its Fair Market
     Value on the date of exercise.

8.   STOCK AWARDS AND RESTRICTED STOCK. A stock award consists of the transfer
     by the Company to a participant of shares of Common Stock, without other
     payment therefor, as additional compensation for services to the Company. A
     share of restricted stock consists of shares of Common Stock which are sold
     or transferred by the Company to a participant at a price determined by the
     Committee (which price shall be at least equal to the minimum price
     required by applicable law for the issuance of a share of Common Stock) and
     subject to restrictions on their sale or other transfer by the participant.
     The transfer of Common Stock pursuant to stock awards and the transfer and
     sale of restricted stock shall be subject to the following terms and
     conditions:

     8.1. NUMBER OF SHARES. The number of shares to be transferred or sold by
          the Company to a participant pursuant to a stock award or as
          restricted stock shall be determined by the Committee.

     8.2. SALE PRICE. The Committee shall determine the price, if any, at which
          shares of restricted stock shall be sold to a participant, which may
          vary from time to time and among participants and which may be below
          the Fair Market Value of such shares of Common Stock at the date of
          sale.

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     8.3. RESTRICTIONS. All shares of restricted stock transferred or sold
          hereunder shall be subject to such restrictions as the Committee may
          determine, including, without limitation, any or all of the following:

          (a)  a prohibition against the sale, transfer, pledge or other
               encumbrance of the shares of restricted stock, such prohibition
               to lapse at such time or times as the Committee shall determine
               (whether in annual or more frequent installments, at the time of
               the death, disability or retirement of the holder of such shares,
               or otherwise);

          (b)  a requirement that the holder of shares of restricted stock
               forfeit, or (in the case of shares sold to a participant) resell
               back to the Company at his cost, all or a part of such shares in
               the event of termination of his employment during any period in
               which such shares are subject to restrictions;

          (c)  such other conditions or restrictions as the Committee may deem
               advisable.

     8.4. ESCROW. In order to enforce the restrictions imposed by the Committee
          pursuant to Section 8.3, the participant receiving restricted stock
          shall enter into an agreement with the Company setting forth the
          conditions of the grant. Shares of restricted stock shall be
          registered in the name of the participant and deposited, together with
          a stock power endorsed in blank, with the Company. Each such
          certificate shall bear a legend in substantially the following form:

               The transferability of this certificate and the shares of Common
               Stock represented by it are subject to the terms and
               conditions (including conditions of forfeiture) contained in
               the 1997 Stock Option and Compensation Plan of Paper
               Warehouse, Inc., as amended and restated as of June 11, 1999
               (the "Company"), and an agreement entered into between the
               registered owner and the Company. A copy of the Plan and the
               agreement is on file in the office of the secretary of the
               Company.

     8.5. END OF RESTRICTIONS. Subject to Section 11.5, at the end of any time
          period during which the shares of restricted stock are subject to
          forfeiture and restrictions on transfer, such shares will be delivered
          free of all restrictions to the participant or to the participant's
          legal representative, beneficiary or heir.

     8.6. SHAREHOLDER. Subject to the terms and conditions of the Plan, each
          participant receiving restricted stock shall have all the rights of a
          shareholder with respect to shares of stock during any period in which
          such shares are subject to forfeiture and restrictions on transfer,
          including without limitation, the right to vote such shares. Dividends
          paid in cash or property other than Common Stock with respect to
          shares of restricted stock shall be paid to the participant currently.

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9.   PERFORMANCE SHARES. A performance share consists of an award which shall be
     paid in shares of Common Stock, as described below. The grant of
     performance share shall be subject to such terms and conditions as the
     Committee deems appropriate, including the following:

     9.1. PERFORMANCE OBJECTIVES. Each performance share will be subject to
          performance objectives for the Company or one of its operating units
          to be achieved by the end of a specified period. The number of
          performance shares granted shall be determined by the Committee and
          may be subject to such terms and conditions as the Committee shall
          determine. If the performance objectives are achieved, each
          participant will be paid in shares of Common Stock or cash. If such
          objectives are not met, each grant of performance shares may provide
          for lesser payments in accordance with formulas established in the
          award.

     9.2. NOT SHAREHOLDER. The grant of performance shares to a participant
          shall not create any rights in such participant as a shareholder of
          the Company, until the payment of shares of Common Stock with respect
          to an award.

     9.3. NO ADJUSTMENTS. No adjustment shall be made in performance shares
          granted on account of cash dividends which may be paid or other rights
          which may be issued to the holders of Common Stock prior to the end of
          any period for which performance objectives were established.

     9.4. EXPIRATION OF PERFORMANCE SHARE. If any participant's employment with
          the Company is terminated for any reason other than normal retirement,
          death or disability prior to the achievement of the participant's
          stated performance objectives, all the participant's rights on the
          performance shares shall expire and terminate unless otherwise
          determined by the Committee. In the event of termination of employment
          by reason of death, disability, or normal retirement, the Committee,
          in its own discretion, may determine what portions, if any, of the
          performance shares should be paid to the participant.

10.  CASH AWARDS. A cash award consists of a monetary payment made by the
     Company to a participant as additional compensation for his services to the
     Company. Payment of a cash award will normally depend on achievement of
     performance objectives by the Company or by individuals. The amount of any
     monetary payment constituting a cash award shall be determined by the
     Committee in its sole discretion. Cash awards may be subject to other terms
     and conditions, which may vary from time to time and among participants, as
     the Committee determines to be appropriate.

11.  GENERAL.

     11.1. EFFECTIVE DATE. The Former Plan became effective upon its approval by
          the affirmative vote of the holders of a majority of the voting power
          of the shares of the Company's Common Stock present and entitled to
          vote at a meeting of its shareholders. Unless approved within one year
          after the date of the Former Plan's

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          adoption by the board of directors, the Plan shall not be effective
          for any purpose. The effective date of the Former Plan shall also be
          the effective date of this Plan.

     11.2. DURATION. The Plan shall remain in effect until all Incentives
          granted under the Plan have either been satisfied by the issuance of
          shares of Common Stock or the payment of cash or been terminated under
          the terms of the Plan and all restrictions imposed on shares of Common
          Stock in connection with their issuance under the Plan have lapsed. No
          Incentives may be granted under the Plan after the tenth anniversary
          of the date the Plan is approved by the shareholders of the Company.

     11.3. NON-TRANSFERABILITY OF INCENTIVES. No stock option, unless otherwise
          permitted by the Committee in the stock option agreement of the
          holder, SAR, restricted stock or performance award may be transferred,
          pledged or assigned by the holder thereof (except, in the event of the
          holder's death, by will or the laws of descent and distribution to the
          limited extent provided in the Plan or in the Incentive) and the
          Company shall not be required to recognize any attempted assignment of
          such rights by any participant. During a participant's lifetime, an
          Incentive may be exercised only by him or by his guardian or legal
          representative.

     11.4. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. In the event that a
          participant ceases to be an employee of the Company for any reason,
          including death, any Incentives may be exercised or shall expire at
          such times as may be determined by the Committee.

     11.5. ADDITIONAL CONDITION. Notwithstanding anything in this Plan to the
          contrary: (a) the Company may, if it shall determine it necessary or
          desirable for any reason, at the time of award of any Incentive or the
          issuance of any shares of Common Stock pursuant to any Incentive,
          require the recipient of the Incentive, as a condition to the receipt
          thereof or to the receipt of shares of Common Stock issued pursuant
          thereto, to deliver to the Company a written representation of present
          intention to acquire the Incentive or the shares of Common Stock
          issued pursuant thereto for his own account for investment and not for
          distribution; and (b) if at any time the Company further determines,
          in its sole discretion, that the listing, registration or
          qualification (or any updating of any such document) of any Incentive
          or the shares of Common Stock issuable pursuant thereto is necessary
          on any securities exchange or under any federal or state securities or
          blue sky law, or that the consent or approval of any governmental
          regulatory body is necessary or desirable as a condition of, or in
          connection with the award of any Incentive, the issuance of shares of
          Common Stock pursuant thereto, or the removal of any restrictions
          imposed on such shares, such Incentive shall not be awarded or such
          shares of Common Stock shall not be issued or such restrictions shall
          not be removed, as the case may be, in whole or in part, unless such
          listing, registration, qualification, consent or approval shall have
          been effected or obtained free of any conditions not acceptable to the
          Company.

     11.6. ADJUSTMENT. In the event of any merger, consolidation or
          reorganization of the Company with any other corporation or
          corporations, there shall be substituted for

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          each of the shares of Common Stock then subject to the Plan,
          including shares subject to restrictions, options, or achievement of
          performance share objectives, the number and kind of shares of stock
          or other securities to which the holders of the shares of Common
          Stock will be entitled pursuant to the transaction. In the event of
          any recapitalization, stock dividend, stock split, combination of
          shares or other change in the Common Stock, the number of shares of
          Common Stock then subject to the Plan, including shares subject to
          restrictions, options or achievements of performance shares, shall
          be adjusted in proportion to the change in outstanding shares of
          Common Stock. In the event of any such adjustments, the purchase
          price of any option, the performance objectives of any Incentive,
          and the shares of Common Stock issuable pursuant to any Incentive
          shall be adjusted as and to the extent appropriate, in the
          discretion of the Committee, to provide participants with the same
          relative rights before and after such adjustment.

     11.7. INCENTIVE PLANS AND AGREEMENTS. Except in the case of stock awards or
          cash awards, the terms of each Incentive shall be stated in a plan or
          agreement approved by the Committee. The Committee may also determine
          to enter into agreements with holders of options to reclassify or
          convert certain outstanding options, within the terms of the Plan, as
          Incentive Stock Options or as non-statutory stock options and in order
          to eliminate SARs with respect to all or part of such options and any
          other previously issued options.

     11.8. WITHHOLDING.

          (a)  The Company shall have the right to withhold from any payments
               made under the Plan or to collect as a condition of payment, any
               taxes required by law to be withheld. At any time when a
               participant is required to pay to the Company an amount required
               to be withheld under applicable income tax laws in connection
               with a distribution of Common Stock or upon exercise of an option
               or SAR, the participant may satisfy this obligation in whole or
               in part by electing (the "Election") to have the Company withhold
               from the distribution shares of Common Stock having a value up to
               the amount required to be withheld. The value of the shares to be
               withheld shall be based on the Fair Market Value of the Common
               Stock on the date that the amount of tax to be withheld shall be
               determined ("Tax Date").

          (b)  Each Election must be made prior to the Tax Date. The Committee
               may disapprove of any Election, may suspend or terminate the
               right to make Elections, or may provide with respect to any
               Incentive that the right to make Elections shall not apply to
               such Incentive. An Election is irrevocable.

          (c)  If a participant is an officer or director of the Company within
               the meaning of Section 16 of the 1934 Act, then an Election is
               subject to the following additional restrictions:

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               (1)  No Election shall be effective for a Tax Date which occurs
                    within six months of the grant of the award, except that
                    this limitation shall not apply in the event death or
                    disability of the participant occurs prior to the expiration
                    of the six-month period.

               (2)  The Election must be made either six months prior to the Tax
                    Date or must be made during a period beginning on the third
                    business day following the date of release for publication
                    of the Company's quarterly or annual summary statements of
                    sales and earnings and ending on the twelfth business day
                    following such date.

     11.9. NO CONTINUED EMPLOYMENT OR RIGHT TO CORPORATE ASSETS. No participant
          under the Plan shall have any right, because of his or her
          participation, to continue in the employ of the Company for any period
          of time or to any right to continue his or her present or any other
          rate of compensation. Nothing contained in the Plan shall be construed
          as giving an employee, the employee's beneficiaries or any other
          person any equity or interests of any kind in the assets of the
          Company or creating a trust of any kind or a fiduciary relationship of
          any kind between the Company and any such person.

     11.10. DEFERRAL PERMITTED. Payment of cash or distribution of any shares of
          Common Stock to which a participant is entitled under any Incentive
          shall be made as provided in the Incentive. Payment may be deferred at
          the option of the participant if provided in the Incentive.

     11.11. AMENDMENT OF THE PLAN. The Board may suspend or terminate the Plan
          or any portion thereof at any time, and may amend the Plan from time
          to time in such respects as the Board may deem advisable in order that
          Incentives under the Plan will conform to any change in applicable
          laws or regulations or in any other respect the Board may deem to be
          in the best interests of the Company; provided, however, that no
          amendments to the Plan will be effective without approval of the
          shareholders of the Company if shareholder approval of the amendment
          is then required pursuant to Section 422 of the Code or the rules of
          any stock exchange or Nasdaq or similar regulatory body. No
          termination, suspension or amendment of the Plan may adversely affect
          any outstanding Incentive without the consent of the affected
          participant; provided, however, that this sentence will not impair the
          right of the Committee to take whatever action it deems appropriate
          under Sections 2, 11.6 and 11.12 of the Plan.

     11.12. IMMEDIATE ACCELERATION OF INCENTIVES. Notwithstanding any provision
          in this Plan or in any Incentive to the contrary, (a) the restrictions
          on all shares of restricted stock award shall lapse immediately, (b)
          all outstanding options and SARs will become exercisable immediately,
          and (c) all performance shares shall be deemed to be met and payment
          made immediately, if subsequent to the date that the Plan is approved
          by the Board of Directors of the Company, any of the following events
          occur unless otherwise determined by the Board of Directors and a
          majority of the Continuing Directors (as defined below):

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          (1)  any person or group of persons becomes the beneficial owner of
               30% or more of any equity security of the Company entitled to
               vote for the election of directors;

          (2)  a majority of the members of the Board of Directors of the
               Company is replaced within the period of less than two years by
               directors not nominated and approved by the Board of Directors;
               or

          (3)  the shareholders of the Company approve an agreement to merge or
               consolidate with or into another corporation or an agreement to
               sell or otherwise dispose of all or substantially all of the
               Company's assets (including a plan of liquidation).

          For purposes of this Section 11.12, beneficial ownership by a person
          or group of persons shall be determined in accordance with Regulation
          13D (or any similar successor regulation) promulgated by the
          Securities and Exchange Commission pursuant to the 1934 Act.
          Beneficial ownership of more than 30% of an equity security may be
          established by any reasonable method, but shall be presumed
          conclusively as to any person who files a Schedule 13D report with the
          Securities and Exchange Commission reporting such ownership. If the
          restrictions and forfeitability periods are eliminated by reason of
          provision (1), the limitations of this Plan shall not become
          applicable again should the person cease to own 30% or more of any
          equity security of the Company.

          For purposes of this Section 11.12, "Continuing Directors" are
          directors (a) who were in office prior to the time any of provisions
          (1), (2) or (3) occurred or any person publicly announced an intention
          to acquire 20% or more of any equity security of the Company, (b)
          directors in office for a period of more than two years, and (c)
          directors nominated and approved by the Continuing Directors.

     11.13. DEFINITION OF FAIR MARKET VALUE. For purposes of this Plan, the
          "Fair Market Value" of a share of Common Stock at a specified date
          shall, unless otherwise expressly provided in this Plan, be the amount
          which the Committee determines in good faith to be 100% of the fair
          market value of such a share as of the date in question; provided,
          however, that notwithstanding the foregoing, if such shares are listed
          on a U.S. securities exchange or are quoted on the NASDAQ National
          market System ("NASDAQ"), then Fair Market Value shall be determined
          by reference to the last sale price of a share of Common Stock on such
          U.S. securities exchange or NASDAQ on the applicable date. If such
          U.S. securities exchange or NASDAQ is closed for trading on such date,
          or if the Common Stock does not trade on such date, then the last sale
          price used shall be the one on the date the Common Stock last traded
          on such U.S. securities exchange or NASDAQ.

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