AMENDED AND RESTATED JANUARY 20, 1998
                             REFLECTS 5-FOR-2 STOCK SPLIT DATED JULY 14, 1997,
                                2-FOR-1 STOCK SPLIT DATED JANUARY 20, 1998 AND
                              MERGERS & ACQUISITIONS THROUGH SEPTEMBER 1, 1997



                          COMPAQ COMPUTER CORPORATION
                          1995 EQUITY INCENTIVE PLAN


SECTION  1.     Purpose.  The purposes of the Compaq Computer Corporation 1995
                -------
Equity  Incentive  Plan  are  to  promote  the  interests  of  Compaq Computer
Corporation  and  its stockholders by (i) attracting and retaining exceptional
executive personnel and other key employees of the Company and its Affiliates,
as  defined  below;  (ii)  motivating  such  employees  by  means  of
performance-related  incentives  to  achieve long-range performance goals; and
(iii)  enabling  such  employees  to  participate  in the long-term growth and
financial  success  of  the  Company.


SECTION  2.     Definitions.  As  used  in the Plan, the following terms shall
                -----------
have  the  meanings  set  forth  below:

"Affiliate"  shall  mean  (i)  any  entity  that,  directly  or indirectly, is
controlled  by  the  Company  and  (ii)  any entity in which the Company has a
significant  equity  interest,  in either case as determined by the Committee.

"Award"  shall  mean  any  Option,  Stock Appreciation Right, Restricted Stock
Award,  Performance  Award  or  other  Stock-Based  Award.

"Award  Agreement"  shall  mean  any  written  agreement,  contract,  or other
instrument  or  document  evidencing  any  Award,  which may, but need not, be
executed  or  acknowledged  by  a  Participant.

"Board"  shall  mean  the  Board  of  Directors  of  the  Company.

"Change  in Control" shall be deemed to have occurred if:  (i) any "person" as
such  term is used in Sections 13(d) and 14(d) of the Exchange Act (other than
the  Company,  any  trustee  or  other  fiduciary holding securities under any
employee  benefit  plan  of  the  Company,  or  any company owned, directly or
indirectly,  by  the  stockholders  of  the  Company in substantially the same
proportions  as  their  ownership  of Stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or  indirectly,  of  securities of the Company representing 30% or more of the
combined  voting  power  of  the  Company's  then outstanding securities; (ii)
during  any period of two consecutive years (not including any period prior to
the  adoption  of  the  Plan), individuals who at the beginning of such period
constitute the Board of Directors, and any new director (other than a director
designated  by  a person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii), or (iv) of this paragraph
whose  election  by  the  Board of Directors or nomination for election by the
Company's  stockholders  was  approved by a vote of at least two-thirds of the
directors  then  still in office who either were directors at the beginning of
the  two-year  period  or  whose  election  or  nomination  for  election  was
previously so approved, cease for any reason to constitute at least a majority
of  the  Board  of  Directors; (iii) the stockholders of the Company approve a
merger  or consolidation of the Company with any other corporation, other than
a  merger  or  consolidation that would result in the voting securities of the
Company  outstanding immediately prior thereto continuing to represent (either
by  remaining  outstanding or by being converted into voting securities of the
surviving  entity)  more  than  50% of the combined voting power of the voting
securities  of  the  Company  or such surviving entity outstanding immediately
after  such  merger  or  consolidation;  provided,  however,  that a merger or
consolidation  effected  to  implement  a  recapitalization of the Company (or
similar transaction) in which no person acquires more than 30% of the combined
voting power of the Company's then outstanding securities shall not constitute
a  Change  in  Control of the Company; or (iv) the stockholders of the Company
approve  a plan of complete liquidation of the Company or an agreement for the
sale  or  disposition  by  the  Company  of  all  or  substantially all of the
Company's assets.  If any of the events enumerated in clauses (i) through (iv)
occur,  the  Board shall determine the effective date of the Change in Control
resulting  therefrom,  for  purposes  of  the  Plan.

"Code"  shall  mean the Internal Revenue Code of 1986, as amended from time to
time.
<PAGE>

"Committee"  shall  mean  a  committee of the Board designated by the Board to
administer  the  Plan  and  composed  of  not  less than the minimum number of
persons  from time to time required by Rule 16b-3, each of whom, to the extent
necessary to comply with Rule 16b-3 only, is a "Non-Employee Director " within
the meaning of Rule 16b-3.  Until otherwise determined by the Board, the Human
Resources  Committee  designated by the Board shall be the Committee under the
Plan.

"Company"  shall mean Compaq Computer Corporation, together with any successor
thereto.

"Employee"  shall  mean  an  employee  of  the  Company  or  of any Affiliate.

"Exchange  Act"  shall  mean  the Securities Exchange Act of 1934, as amended.

"Executive Officer" shall mean, at any time, an individual who is an executive
officer  of  the  Company  within  the  meaning  of  Exchange Act Rule 3b-7 as
promulgated  and  interpreted  by  the  SEC  under  the  Exchange  Act, or any
successor rule or regulation thereto as in effect from time to time, or who is
an  officer of the Company within the meaning of Exchange Act Rule 16a-1(f) as
promulgated  and  interpreted  by  the  SEC  under  the  Exchange  Act, or any
successor  rule  or  regulation  thereto  as  in  effect  from  time  to time.

"Fair  Market Value" shall mean the fair market value of the property or other
item  being  valued,  as  determined  by the Committee in its sole discretion.

"Incentive  Stock  Option"  shall  mean  a  right  to purchase Shares from the
Company  that  is  granted under Section 6 of the Plan and that is intended to
meet  the  requirements  of Section 422 of the Code or any successor provision
thereto.

"Net After-Tax Amount" shall mean the net amount of compensation, assuming for
this  purpose  only  that  all  vested  Awards and other forms of compensation
subject  to vesting upon such Change of Control are exercised upon such Change
in  Control,  to  be  received  (or  deemed  to  have  been  received) by such
Participant  in  connection  with  such  Change  of  Control  under any option
agreement  and under any other plan, arrangement or contract of the Company to
which  such  Participant  is  a  party,  after giving effect to all income and
excise  taxes  applicable  to  such  payments.

"Non-Qualified  Stock  Option"  shall mean a right to purchase Shares from the
Company  that  is granted under Section 6 of the Plan and that is not intended
to  be  an  Incentive  Stock  Option.

"Option"  shall mean an Incentive Stock Option or a Non-Qualified Stock Option
and  shall  include  a  Restoration  Option.

"Other Stock-Based Award" shall mean any right granted under Section 10 of the
Plan.

"Participant"  shall mean any Employee selected by the Committee to receive an
Award  under  the  Plan.

"Performance  Award" shall mean any right granted under Section 9 of the Plan.

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

"Plan" shall mean this Compaq Computer Corporation 1995 Equity Incentive Plan.

"Restoration  Option" shall mean an Option granted pursuant to Section 6(e) of
the  Plan.

"Restricted  Stock"  shall mean any Share granted under Section 8 of the Plan.

"Restricted  Stock  Unit"  shall  mean any unit granted under Section 8 of the
Plan.

"Rule  16b-3"  shall mean Rule 16b-3 as promulgated and interpreted by the SEC
under  the  Exchange  Act,  or  any successor rule or regulation thereto as in
effect  from  time  to  time.
<PAGE>

"SEC"  shall  mean  the  Securities  and  Exchange Commission or any successor
thereto  and  shall  include  the  staff  thereof.

"Shares"  shall  mean  shares  of  the  common  stock,  $.0l par value, of the
Company,  or  such other securities of the Company as may be designated by the
Committee  from  time  to  time.

"Stock Appreciation Right" shall mean any right granted under Section 7 of the
Plan.

"Substitute  Awards"  shall  mean  Awards  granted  in  assumption  of,  or in
substitution  for, outstanding awards previously granted by a company acquired
by  the  Company  or  with  which  the  Company  combines.

"Tandem"  shall  mean  Tandem  Computers  Incorporated.


SECTION  3.     Administration.
                --------------

(a)     Authority  of  Committee.   The  Plan  shall  be  administered  by the
        ------------------------
Committee.    Subject  to  the  terms  of  the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the Committee
by  the  Plan,  the  Committee  shall  have  full  power and authority to: (i)
designate  Participants;  (ii)  determine  the  type  or types of Awards to be
granted  to  an  eligible Employee; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights, or other matters are to
be  calculated  in  connection  with,  Awards;  (iv)  determine  the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances  Awards  may  be  settled  or  exercised  in cash, Shares, other
securities,  other  Awards  or  other  property,  or  canceled,  forfeited, or
suspended and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; (vi) determine whether, to what extent, and
under  what  circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either  automatically  or  at  the  election  of  the holder thereof or of the
Committee;  (vii)  interpret  and  administer  the  Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend,  or  waive  such  rules and regulations and appoint such agents as it
shall  deem  appropriate  for  the proper administration of the Plan; and (ix)
make  any  other  determination  and  take any other action that the Committee
deems  necessary  or  desirable  for  the  administration  of  the  Plan.

(b)     Committee Discretion Binding.  Unless  otherwise expressly provided in
        ----------------------------
the  Plan,  all  designations,  determinations,  interpretations,  and  other
decisions  under  or with respect to the Plan or any Award shall be within the
sole  discretion of the Committee, may be made at any time and shall be final,
conclusive,  and  binding  upon  all  Persons,  including  the  Company,  any
Affiliate,  any  Participant,  any  holder  or  beneficiary  of any Award, any
stockholder  and  any  Employee.


SECTION  4.     Shares  Available  for  Awards.
                ------------------------------

(a)     Shares Available.  Subject  to adjustment as provided in Section 4(b),
        ----------------
the  number  of  Shares  with respect to which Awards may be granted under the
Plan  shall  be 65,000,000 million.  If, after the effective date of the Plan,
any  Shares  covered by an Award granted under the Plan or by an award granted
under  any prior stock award plan of the Company, or to which such an Award or
award relates, are forfeited, or if such an Award or award is settled for cash
or  otherwise  terminates  or is canceled without the delivery of Shares, then
the  Shares  covered  by  such Award or award, or to which such Award or award
relates,  or  the  number  of  Shares  otherwise counted against the aggregate
number of Shares with respect to which Awards may be granted, to the extent of
any  such  settlement,  forfeiture,  termination  or cancellation, shall again
become  Shares  with respect to which Awards may be granted. In the event that
any  Option  or  other  Award granted hereunder or any award granted under any
prior  stock  award  plan  of the Company is exercised through the delivery of
Shares  or  in  the  event  that withholding tax liabilities arising from such
Award  or award are satisfied by the withholding of Shares by the Company, the
number of Shares available for Awards under the Plan shall be increased by the
number  of  Shares  so surrendered or withheld.  Notwithstanding the foregoing
and subject to adjustment as provided in Section 4(b), no Executive Officer of
the Company may receive Awards under the Plan in any calendar year that relate
to  more  than  2,500,000 Shares; provided, however, a new employee who begins
service  as  Chief  Executive  Officer may receive Awards that relate to up to
5,000,000  Shares  in  the  calendar year in which employment with the Company
begins.
<PAGE>

(b)     Adjustments.  In  the  event  that  the  Committee determines that any
        -----------
dividend  or  other  distribution  (whether in the form of cash, Shares, other
securities,  or  other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of  warrants  or  other  rights  to purchase Shares or other securities of the
Company,  or  other  similar corporate transaction or event affects the Shares
such  that  an  adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended  to  be  made  available under the Plan, then the Committee shall, in
such  manner  as it may deem equitable, adjust any or all of (i) the number of
Shares  or  other  securities  of  the  Company  (or  number and kind of other
securities  or property) with respect to which Awards may be granted, (ii) the
number  of  Shares  or  other securities of the Company (or number and kind of
other  securities  or  property)  subject to outstanding Awards, and (iii) the
grant  or exercise price with respect to any Award, or, if deemed appropriate,
make  provision  for  a  cash  payment  to the holder of an outstanding Award;
provided,  in  each  case,  that (A) with respect to Awards of Incentive Stock
Options  no  such  adjustment  shall  be  authorized  to  the extent that such
authority  would  cause  the Plan to violate Section 422(b)(1) of the Code, as
from time to time amended and (B) with respect to any Award no such adjustment
shall  be  authorized  to the extent that such authority would be inconsistent
with  the  Plan's  meeting  the requirements of Section 162(m) of the Code, as
from  time  to  time  amended.

(c)     Substitute Awards.  Any Shares underlying Substitute Awards shall not,
        -----------------
except  in  the  case  of  Shares  with respect to which Substitute Awards are
granted to Employees who are officers or directors of the Company for purposes
of Section 16 of the Exchange Act or any successor section thereto, be counted
against  the  Shares  available  for  Awards  under  the  Plan.

(d)     Sources of Shares Deliverable Under Awards.  Any  Shares  delivered
        ------------------------------------------
pursuant  to  an  Award  may  consist,  in whole or in part, of authorized and
unissued  Shares  or  of  treasury  Shares.


SECTION  5.     Eligibility.  Any  Employee,  including  any  officer  or
                -----------
employee-director  of the Company or any Affiliate, who is not a member of the
Committee,  shall  be  eligible  to  be  designated  a  Participant.


SECTION  6.     Stock  Options.
                --------------

(a)     Grant.  Subject  to  the  provisions  of the Plan, the Committee shall
        -----
have  sole  and  complete authority to determine the Employees to whom Options
shall  be  granted,  the  number  of  Shares to be covered by each Option, the
option  price  therefor  and  the conditions and limitations applicable to the
exercise  of  the  Option.    The  Committee shall have the authority to grant
Incentive  Stock Options, or to grant Non-Qualified Stock Options, or to grant
both  types of options.  In the case of Incentive Stock Options, the terms and
conditions  of  such  grants shall be subject to and comply with such rules as
may  be  prescribed  by Section 422 of the Code, as from time to time amended,
and  any  regulations  implementing  such  statute.

(b)     Exercise Price.  Subject  to the requirement set forth in Section 6(e)
        --------------
the Committee in its sole discretion shall establish the exercise price at the
time  each  option  is  granted.

(c)     Exercise.  Each  Option shall be exercisable at such times and subject
        --------
to  such  terms  and  conditions as the Committee may, in its sole discretion,
specify  in  the  applicable Award Agreement or thereafter.  The Committee may
impose  such  conditions  with  respect  to the exercise of options, including
without  limitation,  any  relating  to  the  application  of federal or state
securities  laws,  as it may deem necessary or advisable. An executive officer
of  the Company may not exercise an Option for a period of six months from the
date  of  grant.

(d)     Payment.  No  Shares shall be delivered pursuant to any exercise of an
        -------
Option  until  payment in full of the option price therefor is received by the
Company.    Such payment may be made in cash, or its equivalent, or, if and to
the  extent  permitted  by  the  Committee,  by exchanging Shares owned by the
optionee (which are not the subject of any pledge or other security interest),
or  by a combination of the foregoing, provided that the combined value of all
cash  and  cash  equivalents  and  the Fair Market Value of any such Shares so
tendered  to  the  Company  as of the date of such tender is at least equal to
such  option  price.
<PAGE>

(e)     Restoration  Options.  In  the  event  that  any  Participant delivers
        --------------------
Shares  in  payment  of  the exercise price of any Option granted hereunder in
accordance  with  Section  6(d)  or  of any option granted under a prior stock
award  plan of the Company, or in the event that the withholding tax liability
arising  upon  exercise  of  any  such  Option  or  option by a Participant is
satisfied  through  the  withholding  by  the  Company  of  Shares  otherwise
deliverable  upon  exercise  of the Option or option, the Committee shall have
the  authority  to  grant  or provide for the automatic grant of a Restoration
Option  to  such  Participant.    The  grant  of a Restoration Option shall be
subject to the satisfaction of such conditions or criteria as the Committee in
its  sole  discretion shall establish from time to time.  A Restoration Option
shall  entitle  the holder thereof to purchase a number of Shares equal to the
number  of  such Shares so delivered or withheld upon exercise of the original
Option  or option.  A Restoration Option shall have a per share exercise price
of  not less than 100% of the per Share Fair Market Value on the date of grant
of  such  Restoration  Option  and  such  other  terms  and  conditions as the
Committee  in  its  sole  discretion  shall  determine.


SECTION  7.     Stock  Appreciation  Rights.
                ---------------------------

(a)     Grant.  Subject  to  the  provisions  of the Plan, the Committee shall
        ------
have  sole  and  complete  authority  to determine the Employees to whom Stock
Appreciation  Rights  shall  be granted, the number of Shares to be covered by
each  Stock  Appreciation  Right  Award,  the  grant  price  thereof  and  the
conditions  and  limitations  applicable  to  the  exercise  thereof.    Stock
Appreciation  Rights  may be granted in tandem with another Award, in addition
to  another  Award,  or  freestanding  and  unrelated to another Award.  Stock
Appreciation  Rights  granted in tandem with or in addition to an Award may be
granted  either  at  the  same  time  as  the Award or at a later time.  Stock
Appreciation  Rights  shall  not  be exercisable earlier than six months after
grant, and shall have a grant price as determined by the Committee on the date
of  grant.

(b)     Exercise and Payment.  A  Stock  Appreciation  Right shall entitle the
        ---------------------
Participant  to receive an amount equal to the excess of the Fair Market Value
of  a  Share  on the date of exercise of the Stock Appreciation Right over the
grant  price  thereof,  provided  that  the  Committee  may for administrative
convenience  determine that, with respect to any Stock Appreciation Right that
is not related to an Incentive Stock Option and that can only be exercised for
cash during limited periods of time in order to satisfy the conditions of Rule
16b-3,  the  exercise  of  such  Stock Appreciation Right for cash during such
limited  period shall be deemed to occur for all purposes hereunder on the day
during such limited period on which the Fair Market Value of the Shares is the
highest.    Any  such  determination  by  the  Committee may be changed by the
Committee  from time to time and may govern the exercise of Stock Appreciation
Rights  granted  prior  to  such  determination  as well as Stock Appreciation
Rights  thereafter  granted.    The  Committee shall determine whether a Stock
Appreciation  Right  shall be settled in cash, Shares or a combination of cash
and  Shares.

(c)     Other Terms and Conditions.  Subject  to the terms of the Plan and any
        --------------------------
applicable  Award  Agreement,  the  Committee shall determine, at or after the
grant  of  a  Stock Appreciation Right, the term, methods of exercise, methods
and  form  of  settlement,  and  any  other  terms and conditions of any Stock
Appreciation Right.  Any such determination by the Committee may be changed by
the  Committee  from  time  to  time  and  may  govern  the  exercise of Stock
Appreciation  Rights  granted or exercised prior to such determination as well
as  Stock  Appreciation Rights granted or exercised thereafter.  The Committee
may  impose  such  conditions  or  restrictions  on  the exercise of any Stock
Appreciation  Right  as  it  shall  deem  appropriate.

SECTION  8.     Termination  or  Suspension of Employment.  The  following
                -----------------------------------------
provisions  shall  apply  in  the  event  of  the Participant's termination of
employment  unless  the Committee shall have provided otherwise, either at the
time  of  the  grant  of  the  Award  or  thereafter.

(a)     Nonqualified  Stock  Options  and  Stock  Appreciation  Rights.
        --------------------------------------------------------------

(i)       Termination of Employment.  If the Participant's employment with the
          -------------------------
Company  or  its  Affiliates  is  terminated  for any reason other than death,
permanent  and  total  disability,  or  retirement, the Participant's right to
exercise  any  Nonqualified  Stock  Option  or  Stock Appreciation Right shall
terminate,  and  such  Option or Stock Appreciation Right shall expire, on the
earlier  of (A) the first anniversary of such termination of employment or (B)
the date such Option or Stock Appreciation Right would have expired had it not
been  for the termination of employment.  The Participant shall have the right
to  exercise  such Option or Stock Appreciation Right prior to such expiration
to the extent it was exercisable at the date of such termination of employment
and  shall  not  have  been  exercised.
<PAGE>

(ii)         Death, Disability or Retirement.  If the Participant's employment
             -------------------------------
with the Company or its Affiliates is terminated by death, permanent and total
disability,  or retirement, the Participant or his successor (if employment is
terminated  by  death) shall have the right to exercise any Nonqualified Stock
Option  or  Stock  Appreciation  Right to the extent it was exercisable at the
date  of such termination of employment and shall not have been exercised, but
in  no  event  shall such option be exercisable later than the date the Option
would  have  expired  had  it not been for the termination of such employment.
The  meaning  of  the  terms "total and permanent disability" and "retirement"
shall  be  determined  by  the  Committee.

(iii)       Acceleration and Extension of Exercisability.  Notwithstanding the
            --------------------------------------------
foregoing,  the  Committee  may, in its discretion, provide (A) that an Option
granted  to  a Participant may terminate at a date earlier than that set forth
above,  (B)  that an Option granted to a Participant not subject to Section 16
of  the  Exchange Act may terminate at a date later than that set forth above,
provided  such date shall not be beyond the date the Option would have expired
had  it  not been for the termination of the Participant's employment, and (C)
that  an Option or Stock Appreciation Right may become immediately exercisable
when  it  finds  that  such acceleration would be in the best interests of the
Company.

(b)     Incentive  Stock Options.  Except  as  otherwise  determined  by  the
        ------------------------
Committee  at  the  time  of  grant,  if the Participant's employment with the
Company  is terminated for any reason, the Participant shall have the right to
exercise  any  Incentive Stock Option and any related Stock Appreciation Right
during  the  90 days after such termination of employment to the extent it was
exercisable  at  the  date of such termination, but in no event later than the
date the option would have expired had it not been for the termination of such
employment.  If the Participant does not exercise such Option or related Stock
Appreciation Right to the full extent permitted by the preceding sentence, the
remaining  exercisable  portion  of such Option automatically will be deemed a
Nonqualified  Stock Option, and such Option and any related Stock Appreciation
Right  will be exercisable during the period set forth in Section 11(a) of the
Plan,  provided  that  in  the  event that employment is terminated because of
death  or the Participant dies in such 90-day period, the option will continue
to  be  an  Incentive  Stock  Option  to the extent provided by Section 421 or
Section  422  of  the  Code,  or  any successor provision, and any regulations
promulgated  thereunder.

(d)     Leave Without Pay.  Any  time  spent by a Participant in the status of
        -----------------
"leave  without  pay"  shall  be  disregarded  for purposes of determining the
extent  to  which any Award or portion thereof has vested or otherwise becomes
exercisable  or  nonforfeitable.


SECTION  9.     Change in Control.  Notwithstanding any other provision of the
                -----------------
Plan  to  the  contrary, upon a Change in Control all outstanding Awards shall
vest,  become  immediately  exercisable  or  payable  or have all restrictions
lifted as may apply to the type of Award and no outstanding Stock Appreciation
Right  may  be  terminated,  amended,  or  suspended upon or after a Change in
Control;  provided, however, that unless otherwise determined by the Committee
at the time of award or thereafter, if it is determined that the Net After-Tax
Amount  to be realized by any Participant, taking into account the accelerated
vesting  provided  for  by  this  Section  as well as all other payments to be
received  by such Participant in connection with such Change in Control, would
be  higher if Awards did not vest in accordance with this Section, then and to
such  extent the Awards shall not vest.  The determination of whether any such
Award should not vest shall be made by a nationally recognized accounting firm
selected by the Company, which shall be instructed to consider that (i) Awards
and  other  forms  of compensation subject to vesting upon a Change of Control
shall  be vested in the order in which they were granted and within each grant
in  the order in which they would otherwise have vested and (ii) unless and to
the  extent any other plan, arrangement or contract of the Company pursuant to
which  any such payment is to be received provides to the contrary, such other
payment  shall  be deemed to have occurred after any acceleration of Awards or
other  forms  of  compensation  subject  to  vesting upon a Change of Control.
<PAGE>

SECTION  10.    Amendment  and  Termination.
                ---------------------------

(a)     Amendments  to  the  Plan.  The  Board  may  amend,  alter,  suspend,
        -------------------------
discontinue,  or  terminate  the  Plan  or  any  portion  thereof at any time;
provided  that  no  such amendment, alteration, suspension, discontinuation or
termination  shall  be  made  without stockholder approval if such approval is
necessary  to  comply  with  any  tax or regulatory requirement, including for
these  purposes  any approval requirement that is a prerequisite for exemptive
relief  from  Section  16(b)  of the Exchange Act, for which or with which the
Board  deems  it necessary or desirable to qualify or comply.  Notwithstanding
anything  to  the  contrary  herein,  the Committee may amend the Plan in such
manner as may be necessary so as to have the Plan conform with local rules and
regulations  in  any  jurisdiction  outside  the  United  States.

(b)     Amendments  to Awards.  The  Committee  may  waive  any  conditions or
        ---------------------
rights  under,  amend  any terms of, or alter, suspend, discontinue, cancel or
terminate,  any  Award  theretofore  granted,  prospectively or retroactively;
provided  that  any  such  waiver,  amendment,  alteration,  suspension,
discontinuance,  cancellation,  or termination that would adversely affect the
rights  of  any  Participant  or  any  holder  or  beneficiary  of  any  Award
theretofore  granted shall not to that extent be effective without the consent
of  the  affected  Participant,  holder,  or  beneficiary.

(c)     Adjustment  of  Awards  Upon  the  Occurrence  of  Certain  Unusual or
        ----------------------------------------------------------------------
Nonrecurring  Events.   The Committee is hereby authorized to make adjustments
--------------------
in  the  terms  and  conditions  of,  and  the criteria included in, Awards in
recognition  of unusual or nonrecurring events (including, without limitation,
the  events  described  in  Section  4(b)  hereof)  affecting the Company, any
Affiliate,  or the financial statements of the Company or any Affiliate, or of
changes  in  applicable  laws, regulations, or accounting principles, whenever
the  Committee  determines  that  such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan; provided that no such adjustment shall be
authorized  to  the  extent that such authority would be inconsistent with the
Plan's meeting the requirements of Section 162(m) of the Code, as from time to
time  amended.

(d)     Cancellation.  Any  provision  of  this  Plan  or  any Award Agreement
        ------------
to  the  contrary  notwithstanding,  the Committee may cause any Award granted
hereunder  to  be  canceled  in consideration of a cash payment or alternative
Award  made  to  the  holder of such canceled Award equal in value to the Fair
Market  Value  of  such  canceled  Award.

(e)     Employee Status Change to Part-Time.  At  such  time  as  a  full-time
        -----------------------------------
employee becomes a part-time employee of the Company, on the next vesting date
following  such  status change, all Awards previously granted to such employee
will  be automatically amended to reflect the vesting of all such Awards to be
reduced  by one-half with respect to any portion of the Awards not yet vested.


SECTION  14.    General  Provisions.
                -------------------

 (a)    Nontransferability.  No  Award  shall be assigned, alienated, pledged,
        ------------------
attached, sold or otherwise transferred or encumbered by a Participant, except
by  will  or  the laws of descent and distribution, provided, however, that an
Award  may  be  transferable,  to the extent set forth in the applicable Award
Agreement  and  in  accordance  with  procedures  adopted  by  the  Committee.

(b)     No Rights to Awards.  No  Employee,  Participant or other Person shall
        -------------------
have  any  claim  to  be  granted  any  Award,  and there is no obligation for
uniformity  of  treatment  of  Employees,  Participants,  or  holders  or
beneficiaries  of  Awards.  The terms and conditions of Awards need not be the
same  with  respect  to  each  recipient.

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

(d)     Delegation.  Subject  to the terms of the Plan and applicable law, the
        ----------
Committee  may  delegate to one or more officers or managers of the Company or
any  Affiliate, or to a committee of such officers or managers, the authority,
subject  to  such  terms  and limitations as the Committee shall determine, to
grant  Awards  to, or to cancel, modify or waive rights with respect to, or to
alter,  discontinue,  suspend,  or terminate Awards held by, Employees who are
not  officers  or  directors  of the Company for purposes of Section 16 of the
Exchange  Act,  or  any  successor  section  thereto, or who are otherwise not
subject  to  such  Section.
<PAGE>

(e)     Withholding.  A  participant  may be required to pay to the Company or
        -----------
any  Affiliate  and  the  Company or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer
made  under  any  Award  or  under  the Plan or from any compensation or other
amount  owing  to a Participant the amount (in cash, Shares, other securities,
other Awards or other property) of any applicable withholding taxes in respect
of  an Award, its exercise, or any payment or transfer under an Award or under
the  Plan  and to take such other action as may be necessary in the opinion of
the  Company  to  satisfy  all obligations for the payment of such taxes.  The
Committee  may  provide  for  additional cash payments to holders of Awards to
defray  or  offset  any  tax  arising  from  the  grant, vesting, exercise, or
payments  of  any  Award.

(f)     Award Notice.  Each  Award  hereunder  shall  be evidenced by an Award
        ------------
Notice  that shall be delivered to the Participant and shall specify the terms
and  conditions  of  the  Award  and  any  rules  applicable  thereto.

(g)     No Limit on Other Compensation Arrangements.  Nothing contained in the
        -------------------------------------------
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect  other  compensation arrangements, which may, but need not, provide for
the  grant  of  options,  restricted  stock,  Shares and other types of Awards
provided  for  hereunder  (subject to stockholder approval if such approval is
required),  and  such  arrangements  may  be  either  generally  applicable or
applicable  only  in  specific  cases.

(h)     No Right to Employment.  The  grant of an Award shall not be construed
        ----------------------
as  giving a Participant the right to be retained in the employ of the Company
or  any  Affiliate.    Further,  the  Company  or an Affiliate may at any time
dismiss  a  Participant  from employment, free from any liability or any claim
under  the  Plan,  unless  otherwise  expressly provided in the Plan or in any
Award  Notice.

(i)     No Rights as Stockholder.  Subject to the provisions of the applicable
        ------------------------
Award,  no  Participant  or  holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be distributed under the
Plan  until  he  or  she  has  become  the  holder  of  such  Shares.

(j)     Governing Law.  The validity, construction, and effect of the Plan and
        -------------
any  rules  and regulations relating to the Plan and any Award Notice shall be
determined  in  accordance  with  the  laws  of  the  State  of  Delaware.

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

(l)     Other Laws.  The  Committee may refuse to issue or transfer any Shares
        ----------
or  other  consideration  under an Award if, acting in its sole discretion, it
determines  that  the  issuance  or  transfer  of  such  Shares  or such other
consideration  might  violate  any applicable law or regulation or entitle the
Company  to  recover the same under Section 16(b) of the Exchange Act, and any
payment  tendered to the Company by a Participant, other holder or beneficiary
in  connection  with  the exercise of such Award shall be promptly refunded to
the  relevant  Participant,  holder,  or  beneficiary.    Without limiting the
generality  of the foregoing, no Award granted hereunder shall be construed as
an  offer  to  sell  securities  of  the  Company,  and no such offer shall be
outstanding,  unless  and  until  the  Committee  in  its  sole discretion has
determined  that  any  such  offer,  if  made, would be in compliance with all
applicable requirements of the U.S. federal securities laws and any other laws
to  which  such  offer,  if  made,  would  be  subject.

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

(n)     No  Fractional  Shares.  No  fractional  Shares  shall  be  issued  or
        ----------------------
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in  lieu  of  any  fractional  Shares or whether such fractional Shares or any
rights  thereto  shall  be  canceled,  terminated,  or  otherwise  eliminated.
<PAGE>

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


SECTION  15.    Term  of  the  Plan.
                -------------------

(a)     Effective Date.  The  Plan  shall be effective as of January 22, 1997,
        --------------
subject  to  approval  by  the  stockholders  of  the  Company within one year
thereafter.

(b)     Expiration Date.  No Incentive Stock Option shall be granted under the
        ---------------
Plan  after January 22, 1997.  Unless otherwise expressly provided in the Plan
or  in  an  applicable  Award Notice, any Award granted hereunder may, and the
authority  of  the  Board  or  the Committee to amend, alter, adjust, suspend,
discontinue,  or terminate any such Award or to waive any conditions or rights
under  any  such  Award  shall,  continue after the authority for grant of new
Awards  hereunder  has  been  exhausted.