Exhibit 4.1

                        NORTEK, INC.
             2000 EQUITY AND CASH INCENTIVE PLAN


1.  PURPOSE

     The purpose of this 2000 Equity and Cash Incentive Plan
(the  "Plan")  is to advance the interests of  Nortek,  Inc.
(the  "Company")  and its subsidiaries  by  enhancing  their
ability to attract and retain employees and other persons or
entities   who  are  in  a  position  to  make   significant
contributions  to  the  success  of  the  Company  and   its
subsidiaries  through ownership of shares of  the  Company's
Common Stock and Special Common Stock and cash incentives.

      The  Plan  is  intended to accomplish these  goals  by
enabling the Company to grant Awards in the form of Options,
Stock  Appreciation Rights, Restricted Stock or Unrestricted
Stock  Awards, Deferred Stock Awards or Performance  Awards,
or combinations thereof, all as more fully described below.

2.  ADMINISTRATION

      Unless  otherwise determined by the Board of Directors
of  the Company (the "Board"), the Plan will be administered
by a Committee of the Board designated for such purpose (the
"Committee").  The Committee shall consist of at  least  two
directors.  A majority of the members of the Committee shall
constitute a quorum, and all determinations of the Committee
shall   be   made  by  a  majority  of  its  members.    Any
determination of the Committee under the Plan  may  be  made
without  notice  or meeting of the Committee  by  a  writing
signed by a majority of the Committee members.  During  such
times as the Company's Common Stock is registered under  the
Securities  Exchange  Act  of 1934  (the  "1934  Act"),  all
members  of  the Committee shall be "non-employee directors"
within the meaning of Rule 16b-3 promulgated under the  1934
Act  and  "outside directors" within the meaning of  Section
162(m)(4)(C)(i)  of the Internal Revenue Code  of  1986,  as
amended (the "Code").

      The  Committee  will have authority, not  inconsistent
with  the express provisions of the Plan and in addition  to
other  authority granted under the Plan, to (a) grant Awards
at  such  time  or  times  as it may choose;  (b)  determine
whether  the  Award is with respect to the Company's  Common
Stock,  $1.00 par value, or its Special Common Stock,  $1.00
par  value (together, the "Stock"), or a combination thereof
and  the size of each Award, including the number of  shares
of  Stock  subject to the Award; (c) determine the  type  or
types  of each Award; (d) determine the terms and conditions
of  each Award; (e) waive compliance by a holder of an Award
with any obligations to be performed by such holder under an
Award  and  waive any terms or conditions of an  Award;  (f)
amend  or cancel an existing Award in whole or in part  (and
if an award is

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canceled, grant another Award in its place on
such  terms and conditions as the Committee shall  specify),
except  that the Committee may not, without the  consent  of
the  holder  of an Award, take any action under this  clause
with  respect  to such Award if such action would  adversely
affect the rights of such holder; (g) prescribe the form  or
forms of instruments that are required or deemed appropriate
under  the Plan, including any written notices and elections
required of Participants (as defined below), and change such
forms  from time to time; (h) adopt, amend and rescind rules
and  regulations  for the administration of  the  Plan;  and
(i)  interpret the Plan and decide any questions and  settle
all  controversies and disputes that may arise in connection
with  the  Plan.   Such determinations and  actions  of  the
Committee, and all other determinations and actions  of  the
Committee  made  or  taken under authority  granted  by  any
provision of the Plan, will be conclusive and will bind  all
parties.   Nothing in this paragraph shall be  construed  as
limiting  the  power  of the Committee to  make  adjustments
under Section 8.6.

3.  EFFECTIVE DATE AND TERM OF PLAN

      The Plan will become effective on the date on which it
is  approved by the stockholders of the Company.  Awards may
be  made  prior to such stockholder approval if made subject
thereto.   No Award may be granted under the Plan after  May
4,  2010,  but  Awards previously granted may extend  beyond
that date.

4.  SHARES SUBJECT TO THE PLAN

      Subject to adjustment as provided in Section 8.6,  the
aggregate  number of shares of Stock that may  be  delivered
under  the  Plan  will be 530,000.  If any  Award  requiring
exercise by the Participant for delivery of Stock terminates
without  having  been exercised in full,  or  if  any  Award
payable  in  Stock or cash is satisfied in cash rather  than
Stock, the number of shares of Stock as to which such  Award
was not exercised or for which cash was substituted will  be
available for future grants.

     Subject to Section 8.6(a), the maximum number of shares
of  Stock  as to which Options or Stock Appreciation  Rights
may  be granted to any Participant in any one calendar  year
under  the  Plan  is  300,000,  which  limitation  shall  be
construed  and  applied consistently with  the  rules  under
Section 162(m) of the Code.

     Stock delivered under the Plan may be either authorized
but  unissued Stock or previously issued Stock  acquired  by
the  Company and held in treasury.  No fractional shares  of
Stock will be delivered under the Plan.

5.  ELIGIBILITY AND PARTICIPATION

      Each  key  employee  of  the Company  or  any  of  its
subsidiaries (an "Employee") and each other person or entity
(including without limitation non-Employee directors of  the
Company  or a subsidiary of the Company) who, in the opinion
of  the  Committee, is

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in a position to make  a  significant
contribution   to  the  success  of  the  Company   or   its
subsidiaries  will be eligible to receive Awards  under  the
Plan  (each  such  Employee, person or entity  receiving  an
Award, "a Participant").  A "subsidiary" for purposes of the
Plan  will  be  a  corporation in which  the  Company  owns,
directly or indirectly, stock possessing 50% or more of  the
total combined voting power of all classes of stock.

6.  TYPES OF AWARDS

     6.1.  Options

      (a)   Nature of Options.  An Option is an Award giving
the  recipient  the  right on exercise thereof  to  purchase
Stock.

      Both  "incentive stock options," as defined in Section
422(b)  of  the Code (any Option intended to qualify  as  an
incentive stock option being hereinafter referred to  as  an
"ISO"), and Options that are not ISOs, may be granted  under
the  Plan.   ISOs  shall be awarded only to  Employees.   An
Option  awarded under the Plan shall be a non-ISO unless  it
is expressly designated as an ISO at time of grant.

      (b)   Exercise Price.  The exercise price of an Option
will   be  determined  by  the  Committee  subject  to   the
following:

           (1)   The  exercise price of an ISO or an  Option
     intended  to  qualify as performance based compensation
     under Section 162(m) of the Code shall not be less than
     100%  of the fair market value of the Stock subject  to
     the  Option,  determined as of the time the  Option  is
     granted.

           (2)   In no case may the exercise price paid  for
     Stock  which is part of an original issue of authorized
     Stock  be  less  than the par value per  share  of  the
     Stock.

      (c)  Duration of Options.  The latest date on which an
Option may be exercised will be the tenth anniversary of the
day  immediately preceding the date the Option was  granted,
or  such  earlier  date as may have been  specified  by  the
Committee at the time the Option was granted.

      (d)   Exercise  of  Options.  An  Option  will  become
exercisable  at such time or times, and on such  conditions,
as the Committee may specify.  The Committee may at any time
and  from time to time accelerate the time at which  all  or
any part of the Option may be exercised.  Any exercise of an
Option  must be in writing, signed by the proper person  and
delivered or mailed to the Company, accompanied by  (1)  any
documents required by the Committee and (2) payment in  full
in  accordance  with paragraph (e) below for the  number  of
shares for which the Option is exercised.

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     (e)  Payment for Stock.  Stock purchased on exercise of
an  Option  must be paid for as follows: (1) in cash  or  by
check   (acceptable  to  the  Company  in  accordance   with
guidelines  established  for this purpose),  bank  draft  or
money order payable to the order of the Company or (2) if so
permitted  by  the Committee at or after the  grant  of  the
Option  or  by  the instrument evidencing  the  Option,  (i)
through the delivery of shares of Stock which have been held
for  at  least six months (unless the Committee  approves  a
shorter period) and which have a fair market value equal  to
the exercise price, (ii) by delivery of an unconditional and
irrevocable  undertaking by a broker to deliver promptly  to
the  Company sufficient funds to pay the exercise price,  or
(iii)  by any combination of the foregoing permissible forms
of payment.

      (f)   Discretionary Payments.  If (i) the market price
of  shares  of  Stock subject to an Option  (other  than  an
Option which is in tandem with a Stock Appreciation Right as
described in Section 6.2) exceeds the exercise price of  the
Option  at  the  time of its exercise, and (ii)  the  person
exercising the Option so requests the Committee in  writing,
the  Committee may in its sole discretion cancel the  Option
and  cause the Company to pay in cash or in shares of Common
Stock  (at a price per share equal to the fair market  value
per  share)  to the person exercising the Option  an  amount
equal to the difference between the fair market value of the
Stock  which  would  have  been purchased  pursuant  to  the
exercise (determined on the date the Option is canceled) and
the aggregate exercise price which would have been paid.

     6.2.  Stock Appreciation Rights.

      (a)   Nature  of Stock Appreciation Rights.   A  Stock
Appreciation  Right  (or "SAR") is an  Award  entitling  the
holder on exercise to receive an amount in cash or Stock  or
a  combination  thereof (such form to be determined  by  the
Committee)  determined in whole or in part by  reference  to
appreciation, from and after the date of grant, in the  fair
market  value of a share of Stock.  SARs may be based solely
on  appreciation in the fair market value of Stock or  on  a
comparison  of such appreciation with some other measure  of
market growth such as (but not limited) to appreciation in a
recognized  market  index.   The  date  as  of  which   such
appreciation  or other measure is determined  shall  be  the
exercise  date  unless  another date  is  specified  by  the
Committee.

      (b)  Grant of Stock Appreciation Rights.  SARs may  be
granted in tandem with, or independently of, Options granted
under the Plan.

          (1)  Rules Applicable to Tandem Awards.  When SARs
     are granted in tandem with Options, (a) the SAR will be
     exercisable  only  at such time or times,  and  to  the
     extent, that the related Option is exercisable and will
     be   exercisable  in  accordance  with  the   procedure
     required  for exercise of the related Option;  (b)  the
     SAR  will  terminate and no longer be exercisable  upon
     the  termination  or  exercise of the  related  Option,
     except that a SAR granted with respect to less than the
     full number of shares covered by an Option will not  be
     reduced  until  the number of shares as  to  which  the
     related  Option  has been exercised or  has

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     terminated
     exceeds  the number of shares not covered by  the  SAR;
     (c)  the  Option  will  terminate  and  no  longer   be
     exercisable upon the exercise of the related  SAR;  and
     (d)  the SAR will be transferable only with the related
     Option.

           (2)   Exercise of Independent SARs.   A  SAR  not
     granted   in   tandem  with  an  Option   will   become
     exercisable  at  such  time  or  times,  and  on   such
     conditions,   as  the  Committee  may   specify.    The
     Committee may at any time accelerate the time at  which
     all or any part of the Right may be exercised.

      Any exercise of an independent SAR must be in writing,
signed  by the proper person and delivered or mailed to  the
Company, accompanied by any other documents required by  the
Committee.

     6.3.  Restricted and Unrestricted Stock.

      (a)   Grant of Restricted Stock.  Subject to the terms
and  provisions of the Plan, the Committee may grant  shares
of  Stock in such amounts and upon such terms and conditions
as the Committee shall determine subject to the restrictions
described below ("Restricted Stock").

      (b)   Restricted Stock Agreement.  The  Committee  may
require, as a condition to an Award, that a recipient  of  a
Restricted  Stock Award enter into a Restricted Stock  Award
Agreement,  setting forth the terms and  conditions  of  the
Award.   In lieu of a Restricted Stock Award Agreement,  the
Committee may provide the terms and conditions of  an  Award
in  a  notice to the Participant of the Award, on the  Stock
certificate  representing  the  Restricted  Stock,  in   the
resolution approving the Award, or in such other  manner  as
it deems appropriate.

     (c)  Transferability and Other Restrictions.  Except as
otherwise  provided  in  this Section  6.3,  the  shares  of
Restricted   Stock   granted  herein  may   not   be   sold,
transferred,  pledged, assigned, or otherwise  alienated  or
hypothecated  until  the  end of the  applicable  period  or
periods established by the Committee and the satisfaction of
any  other  conditions or restrictions  established  by  the
Committee  (such period during which a share  of  Restricted
Stock  is  subject  to such restrictions and  conditions  is
referred  to  as the "Restricted Period").   Except  as  the
Committee  may otherwise determine under Section 7.1,  if  a
Participant suffers a Termination of Service (as defined  at
Section  7.1)  for any reason during the Restricted  Period,
the  Company  may  purchase the shares of  Restricted  Stock
subject  to such restrictions and conditions for the  amount
of  cash  paid by the Participant for such shares; provided,
that  if no cash was paid by the Participant such shares  of
Restricted  Stock  shall be automatically forfeited  to  the
Company.

     During the Restricted Period with respect to any shares
of  Restricted Stock, the Company shall have  the  right  to
retain  in  the  Company's  possession  the  certificate  or
certificates representing such shares.

<PAGE>

      (d)   Removal  of Restrictions.  Except  as  otherwise
provided  in  this Section 6.3, a share of Restricted  Stock
covered  by  a  Restricted Stock grant shall  become  freely
transferable  by  the  Participant upon  completion  of  the
Restricted  Period, including the passage of any  applicable
period  of  time  and  satisfaction  of  any  conditions  to
vesting.  The Committee, in its sole discretion, shall  have
the  right at any time immediately to waive all or any  part
of the restrictions and conditions with regard to all or any
part of the shares held by any Participant.

      (e)  Voting Rights, Dividends and Other Distributions.
During the Restricted Period, Participants holding shares of
Restricted Stock granted hereunder may exercise full  voting
rights  and  shall receive all regular cash  dividends  paid
with  respect to such shares.  Except as the Committee shall
otherwise  determine,  any other cash  dividends  and  other
distributions paid to Participants with respect to shares of
Restricted  Stock including any dividends and  distributions
paid in shares shall be subject to the same restrictions and
conditions as the shares of Restricted Stock with respect to
which they were paid.

      (f)  Other Awards Settled with Restricted Stock.   The
Committee  may,  at  the time any Award  described  in  this
Section  6  is  granted, provide that any or all  the  Stock
delivered pursuant to the Award will be Restricted Stock.

      (g)   Unrestricted Stock.  Subject to  the  terms  and
provisions  of the Plan, the Committee may grant  shares  of
Stock  free  of restrictions under the Plan in such  amounts
and  upon  such terms and conditions as the Committee  shall
determine.

     (h)  Notice of Section 83(b) Election.  Any Participant
making  an  election under Section 83(b) of  the  Code  with
respect  to Restricted Stock must provide a copy thereof  to
the  Company within 10 days of filing such election with the
Internal Revenue Service.

     6.4.  Deferred Stock.

      A  Deferred  Stock  Award entitles  the  recipient  to
receive  shares  of  Stock to be delivered  in  the  future.
Delivery of the Stock will take place at such time or times,
and  on such conditions, as the Committee may specify.   The
Committee  may  at  any time accelerate the  time  at  which
delivery  of  all or any part of the Stock will take  place.
At  the  time  any Award described in this  Section  6.4  is
granted,  the Committee may provide that, at the time  Stock
would  otherwise  be delivered pursuant to  the  Award,  the
Participant  will  instead receive an instrument  evidencing
the  Participant's  right  to future  delivery  of  Deferred
Stock.

     6.5.  Performance Awards; Performance Goals.

     (a)  Nature of Performance Awards.  A Performance Award
entitles  the  recipient  to receive,  without  payment,  an
amount in cash or Stock or a combination thereof (such  form
to  be determined by the Committee) following the attainment
of  Performance Goals (as hereinafter defined).  Performance
Goals  may  be  related  to personal performance,

<PAGE>

corporate
performance, departmental performance or any other  category
of  performance established by the Committee.  The Committee
will  determine the Performance Goals, the period or periods
during  which  performance is to be measured and  all  other
terms and conditions applicable to the Award.

      (b)   Other  Awards Subject to Performance  Condition.
The  Committee may, at the time any Award described in  this
Section 6.5 is granted, impose the condition (in addition to
any conditions specified or authorized in this Section 6  or
any  other provision of the Plan) that Performance Goals  be
met prior to the Participant's realization of any payment or
benefit under the Award.  Any such Award made subject to the
achievement  of Performance Goals (other than an  Option  or
SAR) shall be treated as a Performance Award for purposes of
Section 6.5(c) below.

     (c)  Limitations and Special Rules.  In the case of any
Performance    Award   intended   to   qualify    for    the
performance-based   remuneration  exception   described   in
Section   162(m)(4)(C)  of  the  Code  and  the  regulations
thereunder  (an  "Exempt  Award"), the  Committee  shall  in
writing   preestablish   specific  Performance   Goals.    A
Performance Goal must be established prior to passage of 25%
of  the period of time over which attainment of such goal is
to  be  measured.  "Performance Goal" means  criteria  based
upon  any  one  or more of the following (on a consolidated,
divisional,  subsidiary,  line of business  or  geographical
basis  or  in  combinations thereof):  (i) sales;  revenues;
assets; expenses; earnings before or after deduction for all
or   any   portion  of  interest,  taxes,  depreciation   or
amortization,  whether or not on a continuing operations  or
an   aggregate  or  per  share  basis;  return  on   equity,
investment, capital or assets; inventory level or turns; one
or  more operating ratios; borrowing levels, leverage ratios
or  credit rating; market share; capital expenditures;  cash
flow; stock price; stockholder return; or any combination of
the  foregoing;  or (ii) acquisitions and  divestitures  (in
whole  or  in part); joint ventures and strategic alliances;
spin-offs,   split-ups   and  the   like;   reorganizations;
recapitalizations, restructurings, financings  (issuance  of
debt  or  equity) and refinancings; transactions that  would
constitute  a Change of Control; or any combination  of  the
foregoing.   A  Performance Goal and  targets  with  respect
thereto  determined by the Committee need not be based  upon
an  increase, a positive or improved result or avoidance  of
loss.   The  maximum Exempt Award payable to any Participant
in  respect of all such Performance Goals for any year under
the  Plan  shall not exceed $10,000,000.  Payment of  Exempt
Awards based upon a Performance Goal for calendar years 2006
and  thereafter is conditioned upon reapproval by Employer's
shareholders  no  later  than Employer's  first  meeting  of
shareholders in 2005.

7.  EVENTS AFFECTING OUTSTANDING AWARDS

     7.1.  Termination of Service.

      If  a  Participant who is an Employee ceases to be  an
Employee,  or  if there is a termination of the  consulting,
service  or  similar  relationship in  respect  of  which  a
non-Employee  Participant  was granted  an  Award  hereunder
(such termination of the employment or other relationship to
be  referred  to as a "Termination of Service"),  except

<PAGE>

as
otherwise  provided  by the Committee  with  respect  to  an
Award, the following will apply:

     (a)  Options and SARs.

           (1)  All Options and SARs held by the Participant
     immediately prior to the Termination of Service, to the
     extent then exercisable, may be exercised as follows:

            (i)  If the Termination of Service is on account
     of   the  Participant's  death,  such  Awards  may   be
     exercised    by   the   Participant's    executor    or
     administrator  or  the person or persons  to  whom  the
     Option   or  Right  is  transferred  by  will  or   the
     applicable  laws  of descent and distribution,  at  any
     time  within the one year period ending with the  first
     anniversary  of  the  Participant's  death,  and  shall
     thereupon terminate.

           (ii)  If the Termination of Service is on account
     of  the  Participant's retirement with consent  of  the
     Company  after  attainment  of  age  65  or  total  and
     permanent  disability (as determined by the Committee),
     such Awards may be exercised by the Participant at  any
     time  in  accordance  with the original  terms  of  the
     Award.

           (iii)   If the Termination of Service is for  any
     other  reason,  such  Awards may be  exercised  by  the
     Participant  at any time within the three month  period
     following   the   Termination,  and   shall   thereupon
     terminate, unless the Award provides by its  terms  for
     immediate termination of the Award in the event of such
     a  Termination of Service or unless the Termination  of
     Service results from a discharge for cause that, in the
     opinion of the Committee, casts such discredit  on  the
     Participant as to justify immediate termination of  the
     Award.

           (2)  In no event, however, shall an Option or SAR
     remain  exercisable beyond the latest date on which  it
     could  have  been  exercised  without  regard  to  this
     Section 7.

           (3)   Options  and  SARs held  by  a  Participant
     immediately  prior to the Termination of  Service  that
     are  not  then  exercisable shall  terminate  upon  the
     Termination of Service.


      (b)   Restricted Stock.  Restricted Stock held by  the
Participant must be transferred to the Company (and, in  the
event  the  certificates representing such Restricted  Stock
are  held by the Company, such Restricted Stock will  be  so
transferred  without any further action by the  Participant)
in accordance with Section 6.3(c).

      (c)   Deferred  Stock  and  Performance  Awards.   Any
payment   or  benefit  under  a  Deferred  Stock  Award   or
Performance   Award  to  which  the  Participant   was   not

<PAGE>

irrevocably  entitled  prior to the Termination  of  Service
will   be   forfeited  and  the  Award  canceled  upon   the
Termination of Service.

       (d)   Special  Circumstances.   In  the  case  of   a
Participant  who  is an Employee, a Termination  of  Service
shall not be deemed to have resulted by reason of (i) a sick
leave  or  other  bona  fide leave of absence  approved  for
purposes  of  the  Plan by the Committee,  so  long  as  the
Employee's  right  to reemployment is guaranteed  either  by
statute  or  by  contract, or (ii) a transfer of  employment
between   the   Company   and  a   subsidiary   or   between
subsidiaries,  or to the employment of a corporation  (or  a
parent   or  subsidiary  corporation  of  such  corporation)
issuing  or  assuming  an option in a transaction  to  which
Section 424(a) of the Code applies.

     7.2.  Change of Control Provisions.

      (a)  Effect of Change of Control.  Notwithstanding any
other  provision  of  the Plan to the  contrary,  except  as
otherwise  explicitly provided by the Committee  in  writing
with respect to a particular Award at the time the Award  is
granted, in the event of a Change of Control:

           (1)   Acceleration of Awards.  As of the date  on
     which  such  Change  of Control is determined  to  have
     occurred, (i) Options and SARs that are outstanding and
     that  are not then exercisable shall become exercisable
     to  the full extent of the original grants; (ii) shares
     of Restricted Stock that are not otherwise vested shall
     vest  (and  any Stock to be delivered under  any  other
     Award  as  Restricted  Stock  shall  upon  delivery  be
     unrestricted); and (iii) holders of Performance  Awards
     granted  hereunder as to which the relevant performance
     period  has not ended shall be entitled at the time  of
     the  Change  of Control to receive a cash  payment  per
     Performance Award equal to the full value of  the  cash
     component  of such Award (if any) plus the fair  market
     value of any Stock included in such Award.

             (2)    Termination   of   Awards   in   Certain
     Transactions.   If, as part of, or in connection  with,
     the  Change  of  Control,  there  occurs  a  merger  or
     consolidation in which the Company is not the surviving
     corporation  or  which results in  the  acquisition  of
     substantially all the Company's outstanding stock by  a
     person,  entity  or  group of persons  and/or  entities
     acting  in  concert  or  there  is  a  dissolution   or
     liquidation  of  the Company, Awards payable  in  Stock
     that are not cashed out or otherwise disposed of in  or
     prior to the transaction will terminate.

           (3)  Restriction on Termination of Awards Due  to
     Termination   of   Employment.   Awards   that   remain
     outstanding  after  a Change of Control  shall  not  be
     terminated  as  a result of a Termination  of  Service,
     other than by reason of death, for a period of at least
     seven months following such Termination of Service.

          (4)  Restriction on Amendment.  In connection with
     or following a Change of Control, neither the Committee
     nor  the  Board  may impose additional

<PAGE>

     conditions  upon
     exercise  or otherwise amend or restrict an  Award,  or
     amend  the  terms of the Plan in any manner adverse  to
     the holder thereof, without the written consent of such
     holder.

Notwithstanding the foregoing, if any right granted pursuant
to   this  Section  7.2  would  make  a  Change  of  Control
transaction  ineligible for pooling of interests  accounting
under  applicable accounting principles that  but  for  this
Section  7.2 would otherwise be eligible for such accounting
treatment,  the  Committee  shall  have  the  authority   to
substitute  stock  for  the cash which  would  otherwise  be
payable  pursuant to this Section 7.2 having a  fair  market
value equal to such cash.

      (b)   Definition of Change of Control.  A  "Change  of
Control" shall be deemed to have occurred if and when:

           (1)   The  Company ceases to be a publicly  owned
     corporation having at least 500 stockholders; or

           (2)   There occurs any event or series of  events
     that  would be required to be reported as a  change  of
     control in response to Item 1(a) on a Form 8-K filed by
     the  Company  under the Exchange Act or  in  any  other
     filing  by the Company with the Securities and Exchange
     Commission unless the person ("Person"), as  that  term
     is  defined or used in Section 13(d) or 14(d)(2) of the
     1934  Act,  acquiring control is an  affiliate  of  the
     Company  as  of  the  date  the  Plan  is  approved  by
     stockholders of the Company; or

            (3)    The  Company  executes  an  agreement  of
     acquisition,    merger,    or    consolidation    which
     contemplates that after the effective date provided for
     in  the  agreement  all  or substantially  all  of  the
     business   and/or  assets  of  the  Company   will   be
     controlled  by another Person; provided,  however,  for
     purposes of this subparagraph (3) that (i) if  such  an
     agreement requires as a condition precedent approval by
     the   Company's  shareholders  of  the   agreement   or
     transaction, a Change of Control shall not be deemed to
     have  taken  place  unless and until such  approval  is
     secured  and, (ii) if the voting shareholders  of  such
     other  Person  shall, immediately after such  effective
     date,   be   substantially  the  same  as  the   voting
     shareholders of the Company immediately prior  to  such
     effective  date, the execution of such agreement  shall
     not, by itself, constitute a "Change of Control"; or

           (4)   Any  Person  (other  than  the  Company,  a
     majority-owned subsidiary of the Company,  an  employee
     benefit   plan   maintained  by  the   Company   or   a
     majority-owned subsidiary of the Company or members  of
     the  Board  on  the  date  the  Plan  is  approved   by
     stockholders  of  the Company) becomes  the  beneficial
     owner,  directly or indirectly (either as a  result  of
     the  acquisition of securities or as the result  of  an
     arrangement or understanding, including the holding  of
     proxies, with or among security holders), of securities
     of  the  Company representing 25% or more of the  votes
     that  could then be cast in an election for members  of
     the

<PAGE>

     Board unless within 15 days of being advised  that
     such  ownership level has been reached,  the  Company's
     board  of  directors adopts a resolution approving  the
     acquisition  of that level of securities  ownership  by
     such Person; or

           (5)   During any period of 24 consecutive months,
     commencing  after  the date this Plan  is  approved  by
     stockholders  of the Company, individuals  who  at  the
     beginning of such 24-month period were directors of the
     Company  shall cease to constitute at least a  majority
     of  the Board, unless the election of each director who
     was  not a director at the beginning of such period has
     been  approved in advance by directors representing  at
     least  two  thirds of (i) the directors then in  office
     who  were  directors at the beginning of  the  24-month
     period,  or (ii) the directors specified in clause  (i)
     plus  directors whose election has been so approved  by
     directors specified in clause (i).


8.  GENERAL PROVISIONS

     8.1.  Documentation of Awards.

      Awards  will be evidenced by such written instruments,
if  any, as may be prescribed by the Committee from time  to
time.  Such instruments may be in the form of agreements  to
be  executed  by  both the Participant and the  Company,  or
certificates, letters or similar instruments, which need not
be  executed by the Participant but acceptance of which will
evidence agreement to the terms thereof.

     8.2.  Rights as a Stockholder, Dividend Equivalents.

      Except  as  specifically provided  by  the  Plan,  the
receipt of an Award will not give a Participant rights as  a
stockholder;  the  Participant  will  obtain  such   rights,
subject  to  any  limitations imposed by  the  Plan  or  the
instrument  evidencing the Award, only upon the issuance  of
Stock.  However, the Committee may, on such conditions as it
deems appropriate, provide that a Participant will receive a
benefit  in  lieu  of cash dividends that  would  have  been
payable  on  any  or all Stock subject to the  Participant's
Award  had such Stock been outstanding.  Without limitation,
the Committee may provide for payment to the Participant  of
amounts representing such dividends, either currently or  in
the  future, or for the investment of such amounts on behalf
of the Participant.

     8.3.  Conditions on Delivery of Stock.

     The Company will not be obligated to deliver any shares
of  Stock pursuant to the Plan or to remove restriction from
shares  previously delivered under the Plan  (a)  until  all
conditions of the Award have been satisfied or removed,  (b)
until,  in  the  opinion  of  the  Company's  counsel,   all
applicable federal and state laws and regulation  have  been
complied  with, (c) if the outstanding Stock is at the  time
listed  on any stock exchange or The Nasdaq National Market,
until  the  shares  to  be delivered  have  been  listed  or
authorized  to  be listed on such exchange  or  market  upon
official  notice of notice of

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issuance, and  (d)  until  all
other  legal  matters in connection with  the  issuance  and
delivery  of such shares have been approved by the Company's
counsel.  If the sale of Stock has not been registered under
the  Securities  Act of 1933, as amended,  the  Company  may
require,  as  a  condition to exercise of  the  Award,  such
representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and  may
require that the certificates evidencing such Stock bear  an
appropriate legend restricting transfer.

      If  an  Award is exercised by the Participant's  legal
representative, the Company will be under no  obligation  to
deliver Stock pursuant to such exercise until the Company is
satisfied as to the authority of such representative.

     8.4.  Tax Withholding.

      The  Company will withhold from any cash payment  made
pursuant  to  an Award an amount sufficient to  satisfy  all
federal,  state and local withholding tax requirements  (the
"withholding requirements").

      In the case of an Award pursuant to which Stock may be
delivered, the Committee will have the right to require that
the  Participant or other appropriate person  remit  to  the
Company  an  amount  sufficient to satisfy  the  withholding
requirements, or make other arrangements satisfactory to the
Committee  with regard to such requirements,  prior  to  the
delivery  of  any Stock or removal of restrictions  thereon.
If  and to the extent that such withholding is required, the
Committee may permit the Participant or such other person to
elect  at  such  time and in such manner  as  the  Committee
provides to have the Company hold back from the shares to be
delivered,  or  to deliver to the Company,  Stock  having  a
value  calculated  to  satisfy the withholding  requirement.
The Committee may make such share withholding mandatory with
respect  to any Award at the time such Award is  made  to  a
Participant.

      If  at  the  time  an ISO is exercised  the  Committee
determines  that the Company could be liable for withholding
requirements with respect to the exercise or with respect to
a  disposition  of  the Stock received  upon  exercise,  the
Committee  may require as a condition of exercise  that  the
person   exercising  the  ISO  agree  (a)  to  provide   for
withholding  under the preceding paragraph of  this  Section
8.4,   if   the  Committee  determines  that  a  withholding
responsibility  may arise in connection with  tax  exercise,
(b)  to  inform  the  Company promptly  of  any  disposition
(within the meaning of section 424(c) of the Code) of  Stock
received upon exercise, and (c) to give such security as the
Committee deems adequate to meet the potential liability  of
the  Company for the withholding requirements and to augment
such  security  from time to time in any  amount  reasonably
deemed  necessary by the Committee to preserve the  adequacy
of such security.

<PAGE>

     8.5.  Transferability of Awards.

      Unless otherwise permitted by the Committee, no  Award
(other than an Award in the form of an outright transfer  of
cash or Unrestricted Stock) may be transferred other than by
will or by the laws of descent and distribution.

     8.6.  Adjustments in the Event of Certain Transactions.

      (a)  In the event of a stock dividend, stock split  or
combination of shares, recapitalization or other  change  in
the  Company's  capitalization,  or  other  distribution  to
holders of Stock other than normal cash dividends, after the
effective  date  of the Plan, the Committee  will  make  any
appropriate adjustments to the maximum number of shares that
may be delivered under the Plan under the first paragraph of
Section  4  above and to the limits described in the  second
paragraph of Section 4 and in Section 6.5(c).

      (b)    In any event referred to in paragraph (a),  the
Committee will also make any appropriate adjustments to  the
number and kind of shares of Stock or securities subject  to
Awards   then  outstanding  or  subsequently  granted,   any
exercise  prices relating to Awards and any other  provision
of  Awards affected by such change.  The Committee may  also
make  such adjustments to take into account material changes
in  law  or in accounting practices or principles,  mergers,
consolidations,   acquisitions,  dispositions   or   similar
corporate  transactions,  or  any  other  event,  if  it  is
determined by the Committee that adjustments are appropriate
to  avoid distortion in the operation of the Plan; provided,
that adjustments pursuant to this sentence shall not be made
to the extent it would cause any Award intended to be exempt
under  Section  162(m)(4)(c) of the Code to fail  to  be  so
exempt.

      (c)  In the case of ISOs, the adjustments described in
(a)  and (b) will be made only to the extent consistent with
continued qualification of the Option under Section  422  of
the  Code (in the case of an ISO) or Section 162(m)  of  the
Code.

     8.7.  Employment Rights, Etc.

      Neither  the  adoption of the Plan nor  the  grant  of
Awards  will  confer upon any person any right to  continued
retention by the Company or any subsidiary as an Employee or
otherwise, or affect in any way the right of the Company  or
subsidiary  to terminate an employment, service  or  similar
relationship  at any time.  Except as specifically  provided
by  the  Committee  in  any particular  case,  the  loss  of
existing  or  potential profit in Awards granted  under  the
Plan  will not constitute an element of damages in the event
of   termination  of  an  employment,  service  or   similar
relationship even if the termination is in violation  of  an
obligation of the Company to the Participant.

     8.8.  Deferral of Payments.

      The  Committee may agree at any time, upon request  of
the  Participant,  to defer the date on  which  any  payment
under an Award will be made.

<PAGE>

     8.9.  Past Services as Consideration.

      Where a Participant purchases Stock under an Award for
a  price  equal to the par value of the Stock the  Committee
may  determine  that such price has been satisfied  by  past
services rendered by the Participant.

9.  EFFECT, AMENDMENT AND TERMINATION

     Neither adoption of the Plan nor the grant of Awards to
a  Participant will affect the Company's right to  grant  to
such Participant awards that are not subject to the Plan, to
issue to such Participant Stock as a bonus or otherwise,  or
to  adopt other plans or arrangements under which Stock  may
be issued to Employees.

      The  Committee may at any time or times amend the Plan
or  any  outstanding Award for any purpose which may at  the
time  be permitted by law, or may at any time terminate  the
Plan  as  to  any  further grants of Awards,  provided  that
(except to the extent expressly required or permitted by the
Plan)  no such amendment will, without the approval  of  the
stockholders of the Company, effectuate a change  for  which
stockholder  approval is required in order for the  Plan  to
continue to qualify for the award of ISOs under Section  422
of   the   Code   or  for  the  award  of  performance-based
compensation under Section 162(m) of the Code.

<PAGE>