EXHIBIT 10.3


                          KEYSTONE HERITAGE GROUP, INC.

                            1994 STOCK INCENTIVE PLAN

     1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to
advance the development, growth and financial condition of Keystone Heritage
Group, Inc. (the "Company") and each subsidiary thereof as defined in Section
424 of the Internal Revenue Code of 1986, as amended (the "Code"), by providing
incentives through participation in the appreciation of capital stock of the
Company so as to secure, retain and motivate personnel who may be responsible
for the operation and management of the affairs of the Company and any such
subsidiary now or hereafter existing ("Subsidiary").

     2. Term. The Plan shall become effective as of the date it is adopted by
the Company's Board of Directors (the "Board"), so long as the Company's
stockholders duly approve the Plan within twelve (12) months either before or
after the date of the Board's adoption of the Plan. Any and all options and
rights awarded under the Plan ("Awards") before it is so approved by the
Company's stockholders shall be conditional upon and may not be exercised before
timely obtainment of such approval, and shall lapse upon the failure thereof. If
the Plan is so approved, it shall continue in effect until all Awards either
have lapsed or been exercised, satisfied or cancelled according to their terms
under the Plan.

     3. Stock. The shares of stock that may be issued under the Plan shall not
exceed in the aggregate 120,000 shares of the Company's common stock, par value
$5.00 per share (the "Stock"), as may be adjusted pursuant to paragraph 18
hereof. Such shares of Stock may be either authorized and unissued shares of
Stock, or authorized shares of Stock issued by the Company and subsequently
reacquired by it as treasury stock. Under no circumstances shall any fractional
shares of Stock be issued or sold under the Plan or any Award. Except as may be
otherwise provided in the Plan, any Stock subject to an Award that for any
reason lapses or terminates prior to its exercise as to such Stock shall become
and again be available under the Plan. The Company shall reserve and keep
available, and shall duly apply for any requisite governmental authority to
issue or sell the number of shares of Stock needed to satisfy the requirements
of the Plan while in effect. The Company's failure to obtain any such
governmental authority deemed necessary by the Company's legal counsel for the
lawful issuance and sale of Stock under the Plan shall relieve the Company of
any duty, or liability for the failure to issue or sell such Stock as to which
such authority has not been obtained.






<PAGE>

     4. Administration. The Plan shall be administered by a committee (the
"Committee") consisting of two (2) or more directors from the Board serving for
such terms as determined, selected and appointed by the Board. The Board shall
fill all vacancies occurring in the Committee's membership, and at any time and
for any reason may add additional members to the Committee or may remove members
from the Committee and appoint their successors. To serve on the Committee, a
person must be a director of the Company and during the year prior to commencing
service on the Committee, was not granted or awarded any Awards, allocations or
other options or rights of or with respect to Stock or any other capital stock
of the Company or its affiliates pursuant to the Plan or any other plan of the
Company or its affiliates which provides for discretionary grants or awards. A
majority of the Committee's membership shall constitute a quorum for the
transaction of all business of the Committee, and all decisions and actions
taken by the Committee shall be determined by a majority of the members of the
Committee attending a meeting at which a quorum of the Committee is present.

     The Committee shall be responsible for the management and operation of the
Plan and, subject to its provisions, shall have full, absolute and final power
and authority, exercisable in its sole discretion: to interpret and construe the
provisions of the Plan, adopt, revise and rescind rules and regulations relating
to the Plan and its administration, and decide all questions of fact arising in
the application thereof; to determine what, to whom, when and under what facts
and circumstances Awards shall be made, and the form, number, terms, conditions
and duration thereof, including but not limited to when exercisable, the number
of shares of Stock subject thereto, and Stock option purchase prices; to adopt,
revise and rescind procedural rules for the transaction of the Committee's
business, subject to any directives of the Board not inconsistent with the
provisions or intent of the Plan or applicable provisions of law; and to make
all other determinations and decisions, take all actions and do all things
necessary or appropriate in and for the administration of the Plan. The
Committee's determinations, decisions and actions under the Plan, including but
not limited to those described above, need not be uniform or consistent, but may
be different and selectively made and applied, even in similar circumstances and
among similarly situated persons. Unless contrary to the provisions of the Plan,
all decisions, determinations and actions made or taken by the Committee shall
be final and binding upon the Company and all interested persons, and their
heirs, personal and legal representatives, successors, assigns and
beneficiaries. No member of the Committee or of the Board shall be liable for
any decision, determination or action made or taken in good faith by such person
under or with respect to the Plan or its administration.


                                       -2-

<PAGE>

     5. Awards. Awards may be made under the Plan in the form of: (a) "Qualified
Options" to purchase Stock that are intended to qualify for certain tax
treatment as incentive stock options under Sections 421 and 422 of the Code, (b)
"Non-Qualified Options" to purchase Stock that are not intended to qualify under
Sections 421-424 of the Code, (c) Stock appreciation rights ("SARs"), or (d)
"Restricted Stock". More than one Award may be granted to an eligible person,
and the grant of any Award shall not prohibit the grant of any other Award,
either to the same person or otherwise, or impose any obligation upon the person
to whom granted to exercise the Award. All Awards and the terms and conditions
thereof shall be set forth in written agreements, in such form and content as
approved by the Committee from time to time, and shall be subject to the
provisions of the Plan whether or not contained in such agreements. Multiple
Awards for a particular person may be set forth in a single written agreement or
in multiple agreements, as determined by the Committee, but in all cases each
agreement for one or more Awards shall identify each of the Awards thereby
represented as a Qualified Option, Non-Qualified Option, SAR, or Restricted
Stock, as the case may be. Every Award made to a person (a "Recipient") shall be
exercisable during his or her lifetime only by the Recipient, and shall not be
salable, transferable or assignable by the Recipient except by his or her Will
or pursuant to applicable laws of descent and distribution.

     6. Eligibility. Persons eligible to receive Awards shall be those key
officers and other management employees of the Company and each Subsidiary as
determined by the Committee. In no case, however, shall any current member of
the Committee be eligible to receive any Awards. A person's eligibility to
receive Awards shall not confer upon him or her any right to receive any Awards;
rather, the Committee shall have the sole authority, exercisable in its
discretion consistent with the provisions of the Plan, to select when, to whom
and under what facts and circumstances Awards will be made. Except as otherwise
provided, a person's eligibility to receive, or actual receipt of Awards under
the Plan shall not limit or affect his or her benefits under or eligibility to
participate in any other incentive or benefit plan or program of the Company or
its affiliates.

     7. Qualified Options. In addition to other applicable provisions of the
Plan, all Qualified Options and Awards thereof shall be under and subject to the
following terms and conditions:

          (a) No Qualified Option shall be awarded more than ten (10) years
     after the date the Plan is adopted by the Board or the date the Plan is
     approved by the Company's stockholders, whichever date is earlier;

          (b) The time period during which any Qualified Option is exercisable,
     as determined by the Committee, shall not commence before the expiration of
     six (6) months or continue

                                       -3-
<PAGE>

     beyond the expiration of ten (10) years after the date such Option is
     awarded;

          (c) If the Recipient of a Qualified Option ceases to be employed by
     the Company or any Subsidiary for any reason other than his or her death,
     the Committee may permit the Recipient thereafter to exercise such Option
     during its remaining term for a period of not more than three (3) months
     after such cessation of employment to the extent that the Option was then
     and remains exercisable, unless such employment cessation was due to the
     Recipient's disability as defined in Section 22(e)(3) of the Code, in which
     case such three (3) month period shall be twelve (12) months; if the
     Recipient dies while employed by the Company or a Subsidiary, the Committee
     may permit the Recipient's qualified personal representatives, or any
     persons who acquire the Qualified Option pursuant to his or her Will or
     laws of descent and distribution, thereafter to exercise such Option during
     its remaining term for a period of not more than twelve (12) months after
     the Recipient's death to the extent that the Option was then and remains
     exercisable; the Committee may impose terms and conditions upon and for
     said exercise of such Qualified Option after such cessation of the
     Recipient's employment or his or her death;

          (d) The purchase price of a share of Stock subject to any Qualified
     Option, as determined by the Committee, shall not be less than the Stock's
     fair market value at the time such Option is awarded, as determined under
     paragraph 13 hereof, or less than the Stock's par value.


     8. Non-Qualified Options. In addition to other applicable provisions of the
Plan, all Non-Qualified Options and Awards thereof shall be under and subject to
the following terms and conditions:

          (a) The time period during which any Non-Qualified Option is
     exercisable, as determined by the Committee, shall not commence before the
     expiration of six (6) months or continue beyond the expiration of ten (10)
     years after the date such Option is awarded;

          (b) If a Recipient of a Non-Qualified Option, before its lapse or full
     exercise, ceases to be eligible under the Plan, the Committee may permit
     the Recipient thereafter to exercise such Option during its remaining term,
     to the extent that the Option was then and remains exercisable, for such
     time period and under such terms and conditions as may be prescribed by the
     Committee;

                                       -4-
<PAGE>


          (c) The purchase price of a share of Stock subject to any
     Non-Qualified Option, as determined by the Committee, shall not be less
     than the Stock's fair market value.

     9. Stock Appreciation Rights. In addition to other applicable provisions of
the Plan, all SARs and Awards thereof shall be under and subject to the
following terms and conditions:

          (a) SARs may be granted either alone, or in connection with another
     previously or contemporaneously granted Award (other than another SAR) so
     as to operate in tandem therewith by having the exercise of one affect the
     right to exercise the other, as and when the Committee may determine;
     however, no SAR shall be awarded in connection with a Qualified Option more
     than ten (10) years after the date the Plan is adopted by the Board or the
     date the Plan is approved by the Company's stockholders, whichever date is
     earlier;

          (b) Each SAR shall entitle its Recipient to receive upon exercise of
     the SAR all or a portion of the excess of (i) the fair market value at the
     time of such exercise of a specified number of shares of Stock as
     determined by the Committee, over (ii) a specified price as determined by
     the Committee of such number of shares of Stock that, on a per share basis,
     is not less than the Stock's fair market value at the time the SAR is
     awarded;

          (c) Upon exercise of any SAR, the Recipient shall be paid either in
     cash or in Stock, or in any combination thereof, as the Committee shall
     determine; if such payment is to be made in Stock, the number of shares
     thereof to be issued pursuant to the exercise shall be determined by
     dividing the amount payable upon exercise by the Stock's fair market value
     at the time of exercise;

          (d) The time period during which any SAR is exercisable, as determined
     by the Committee, shall not commence before the expiration of six (6)
     months or continue beyond the expiration of ten (10) years after the date
     such SAR is awarded; however, no SAR connected with another Award shall be
     exercisable beyond the last date that such other connected Award may be
     exercised;

          (e) If a Recipient of a SAR, before its lapse or full exercise, ceases
     to be eligible under the Plan, the Committee may permit the Recipient
     thereafter to exercise such SAR during its remaining term, to the extent
     that the SAR was then and remains exercisable, for such time period and
     under such terms and conditions as may be prescribed by the Committee;


                                       -5-
<PAGE>


          (f) No SAR shall be awarded in connection with any Qualified Option
     unless the SAR (i) lapses no later than the expiration date of such
     connected Option, (ii) is for not more than the difference between the
     Stock purchase price under such connected Option and the Stock's fair
     market value at the time the SAR is exercised, (iii) is transferable only
     when and as such connected Option is transferable and under the same
     conditions, (iv) may be exercised only when such connected Option may be
     exercised, and (v) may be exercised only when the Stock's fair market value
     exceeds the Stock purchase price under such connected Option.

     10. Restricted Stock. In addition to other applicable provisions of the
Plan, all Restricted Stock and Awards thereof shall be under and subject to the
following terms and conditions:

          (a) Restricted Stock shall consist of shares of Stock that may be
     acquired by and issued to a Recipient at such time, for such or no purchase
     price, and under and subject to such transfer, forfeiture and other
     restrictions, conditions or terms as shall be determined by the Committee,
     including but not limited to prohibitions against transfer, substantial
     risks of forfeiture within the meaning of Section 83 of the Code, and
     attainment of performance or other goals, objectives or standards, all for
     or applicable to such time periods as determined by the Committee;

          (b) Except as otherwise provided in the Plan or the Restricted Stock
     Award, a Recipient of shares of Restricted Stock shall have all the rights
     as does a holder of Stock, including without limitation the right to vote
     such shares and receive dividends with respect thereto; however, during the
     time period of any restrictions, conditions or terms applicable to such
     Restricted Stock, the shares thereof and the right to vote the same and
     receive dividends thereon shall not be sold, assigned, transferred,
     exchanged, pledged, hypothecated, encumbered or otherwise disposed of
     except as permitted by the Plan or the Restricted Stock Award;

          (c) Each certificate issued for shares of Restricted Stock shall be
     deposited with the Secretary of the Company, or the office thereof, and
     shall bear a legend in substantially the following form and content:

          This Certificate and the shares of Stock hereby represented are
          subject to the provisions of the Company's Stock Incentive Plan and a
          certain agreement entered into between the owner and the Company
          pursuant to said Plan. The release of this Certificate and the shares
          of Stock hereby represented from such provisions shall occur only as
          provided by said Plan and agreement, a copy of which are on file in
          the office of the

                                       -6-

<PAGE>


          Secretary of the Company.

          Upon the lapse or satisfaction of the restrictions, conditions and
          terms applicable to such Restricted Stock, a certificate for the
          shares of Stock free thereof without such legend shall be issued to
          the Recipient;

          (d) If a Recipient's employment with the Company or a Subsidiary
     ceases for any reason prior to the lapse of the restrictions, conditions or
     terms applicable to his or her Restricted Stock, all of the Recipient's
     Restricted Stock still subject to unexpired restrictions, conditions or
     terms shall be forfeited absolutely by the Recipient to the Company without
     payment or delivery of any consideration or other thing of value by the
     Company or its affiliates, and thereupon and thereafter neither the
     Recipient nor his or her heirs, personal or legal representatives,
     successors, assigns, beneficiaries, or any claimants under the Recipient's
     Last Will or laws of descent and distribution, shall have any rights or
     claims to or interests in the forfeited Restricted Stock or any
     certificates representing shares thereof, or claims against the Company or
     its affiliates with respect thereto.

     11. Exercise. Except as otherwise provided in the Plan, Awards may be
exercised in whole or in part by giving written notice thereof to the Secretary
of the Company, or his or her designee, identifying the Award being exercised,
the number of shares of Stock with respect thereto, and other information
pertinent to exercise of the Award. The purchase price of the shares of Stock
with respect to which an Award is exercised shall be paid with the written
notice of exercise, either in cash or in Stock at its then current fair market
value, or in any combination thereof, as the Committee shall determine. Funds
received by the Company from the exercise of any Award shall be used for its
general corporate purposes.

     The number of shares of Stock subject to an Award shall be reduced by the
number of shares of Stock with respect to which the Recipient has exercised
rights under the Award. If a SAR is awarded in connection with another Award,
the number of shares of Stock that may be acquired by the Recipient under the
other connected Award shall be reduced by the number of shares of Stock with
respect to which the Recipient has exercised his or her SAR, and the number of
shares of Stock subject to the Recipient's SAR shall be reduced by the number of
shares of Stock acquired by the Recipient pursuant to the other connected Award.

     The Committee may permit an acceleration of previously established exercise
terms of any Awards as, when, under such facts and circumstances, and subject to
such other or further requirements and conditions as the Committee may deem
necessary or

                                       -7-
<PAGE>


appropriate. In addition: (a) if the Company or its stockholders execute an
agreement to dispose of all or substantially all of the Company's assets or
capital stock by means of sale, merger, consolidation, reorganization,
liquidation or otherwise, as a result of which the Company's stockholders as of
immediately before such transaction will not own at least fifty percent (50%) of
the total combined voting power of all classes of voting capital stock of the
surviving entity (be it the Company or otherwise) immediately after the
consummation of such transaction, thereupon any and all Awards immediately shall
become and remain exercisable with respect to the total number of shares of
Stock still subject thereto for the remainder of their respective terms until
the consummation of such transaction, or if not consummated, until the agreement
therefor expires or is terminated, in which case thereafter all Awards shall be
treated as if said agreement never had been executed; (b) if there is an actual,
attempted or threatened change in the ownership of at least twenty-five percent
(25%) of all classes of voting capital stock of the Company through the
acquisition of, or an offer to acquire such percentage of the Company's voting
capital stock by any person or entity, or persons or entities acting in concert
or as a group, and such acquisition or offer has not been duly approved by the
Board; or (c) if during any period of two (2) consecutive years, the individuals
who are the beginning of such period constituted the Board, cease for any reason
to constitute at least a majority of the Board, unless the election of each
director of the Board, who was not a director of the Board at the beginning of
such period, was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period, thereupon
any and all Awards immediately shall become and remain exercisable with respect
to the total amount of shares of Stock still subject thereto for the remainder
of their respective terms, thereupon any and all Awards immediately shall become
and remain exercisable with respect to the total number of shares of Stock still
subject thereto for the remainder of their respective terms.

     12. Withholding. Whenever the Company is about to issue or transfer Stock
pursuant to any Award, the Company may require the Recipient to remit to the
Company an amount sufficient to satisfy fully any federal, state and other
jurisdictions' income and other tax withholding requirements prior to the
delivery of any certificates for such shares of Stock. Whenever payments are to
be made in cash to any Recipient pursuant to his or her exercise of an Award,
such payments shall be made net after deduction of all amounts sufficient to
satisfy fully any federal, state and other jurisdictions' income and other tax
withholding requirements.

     13. Value. Where used in the Plan, the "fair market value" of Stock or any
options or rights with respect thereto, including Awards, shall mean and be
determined by (a) the average of the highest and lowest reported sales prices
thereof on the principal established domestic securities exchange on which
listed, and if

                                       -8-
<PAGE>



not listed, then (b) the average of the dealer "bid" and "ask" prices thereof on
the New York over-the-counter market as reported by the National Association of
Securities Dealers, Inc., in either case as of the specified or otherwise
required or relevant time, or if not traded as of such specified, required or
relevant time, then based upon such reported sales or "bid" and "ask" prices
before and/or after such time in accordance with pertinent provisions of and
principles under the Code and the regulations promulgated thereunder.

     14. Amendment. To the extent permitted by applicable law, the Board may
amend, suspend, or terminate the Plan at any time; provided, however, that: (a)
no amendment may be adopted that permits an Award to be granted to any member of
the Committee; (b) with respect to qualified options, except as specified in
paragraph 18 hereof, no amendment may be adopted that will increase the number
of shares reserved for Awards under the Plan, change the option price, or change
the provisions required for compliance with Section 422 of the Code and
regulations issued thereunder; and (c) notwithstanding anything to the contrary
herein, no amendment may be adopted to increase the number of securities that
may be issued under the Plan, except as specified in paragraph 18 hereof,
materially increase the benefits accruing to recipients or materially modify the
requirements for eligibility to participate in the Plan, without the approval of
the stockholders of the Company, to the extent that stockholder approval is
required under Section 16 of the Securities Exchange Act of 1934, as amended,
and the regulations thereunder, as from time to time in effect. The amendment or
termination of this Plan shall not, without the consent of the Recipients, alter
or impair any rights or obligations under any Award previously granted
hereunder.


     In addition and subject to the foregoing, the Committee may prescribe other
or additional terms, conditions and provisions with respect to the grant or
exercise of any or all Awards as the Committee may determine necessary or
appropriate for such Awards and the Stock subject thereto to qualify under and
comply with all applicable laws, rules and regulations, and changes therein,
including but not limited to the provisions of Sections 421 and 422 of the Code,
Section 16 of the Securities Exchange Act of 1934, as amended, and Rule 16b-3
promulgated by the Securities and Exchange Commission. Without limiting the
generality of the preceding sentence, each Qualified Option, and any SAR awarded
in connection therewith, shall be subject to such other and additional terms,
conditions and provisions as the Committee may deem necessary or appropriate in
order to qualify such Option, or connected Option and SAR, as an incentive stock
option under Section 422 of the Code, including but not limited to the following
provisions:

          (i) the aggregate fair market value, at the time such Option is
     awarded, of the Stock subject thereto and of any

                                       -9-
<PAGE>


     Stock or other capital stock with respect to which incentive stock options
     qualifying under Sections 421 and 422 of the Code are exercisable for the
     first time by the Recipient during any calendar year under the Plan and any
     other plans of the Company or its affiliates, shall not exceed $100,000.00;
     and (ii) No Qualified Option, or any SAR in connection therewith, shall be
     awarded to any person if at the time of such Award, such person owns Stock
     possessing more than ten percent (10%) of the total combined voting power
     of all classes of capital stock of the Company or its affiliates, unless at
     the time such Option or SAR is awarded the Stock purchase price under such
     Option is at least one hundred and ten percent (110%) of the fair market
     value of the Stock subject to such Option and the Option (and any SAR
     connected therewith) by its terms is not exercisable after the expiration
     of five (5) years from the date it is awarded.

          From time to time, the Committee may rescind, revise and add to any of
     such terms, conditions and provisions as may be necessary or appropriate to
     have any Awards be or remain qualified and in compliance with all
     applicable laws, rules and regulations, and may delete, omit or waive any
     of such terms, conditions or provisions that are no longer required by
     reason of changes in applicable laws, rules or regulations.

     15. Continued Employment. Nothing in the Plan or any Award shall confer
upon any Recipient or other persons any right to continue in the employment of,
or maintain any particular relationship with the Company or its affiliates, or
limit or affect any rights, powers or privileges that the Company or its
affiliates may have to supervise, discipline and terminate such Recipient or
other persons, and the employment and other relationships thereof. However, the
Committee may require as a condition of making and/or exercising any Award that
its Recipient agree to, and in fact provide services, either as an employee or
in another capacity, to or for the Company or any Subsidiary for such time
period following the date the Award is made and/or exercised as the Committee
may prescribe. The immediately preceding sentence shall not apply to any
Qualified Option to the extent such application would result in disqualification
of said Option as an incentive stock option under Sections 421 and 422 of the
Code.

     16. General Restrictions. Each Award shall be subject to the requirement
and provision that if at any time the Committee determines it necessary or
desirable as a condition of or in consideration of making such Award, or the
purchase or issuance or Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Award, or the Award itself, upon any
securities exchange or under any federal or state securities or other laws, (b)
the approval of any governmental authority, or (c) an agreement by the Recipient
with respect to disposition of any

                                      -10-
<PAGE>

Stock (including without limitation that at the time of the Recipient's exercise
of the Award, any Stock thereby acquired is being and will be acquired solely
for investment purposes and without any intention to sell or distribute such
Stock), then such Award shall not be consummated in whole or in part unless such
listing, registration, qualification, approval or agreement shall have been
appropriately effected or obtained to the satisfaction of the Committee and
legal counsel for the Company.

     17. Rights. Except as otherwise provided in the Plan, the Recipient of any
Award shall have no rights as a holder of the Stock subject thereto unless and
until one or more certificates for the shares of such Stock are issued and
delivered to the Recipient. No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with respect to Stock,
whether made in cash, securities or other property, or any rights with respect
thereto, for which the record date is prior to the date that any certificates
for Stock subject to an Award are issued to the Recipient pursuant to his or her
exercise thereof. No Award, or the grant thereof, shall limit or affect the
right or power of the Company or its affiliates to adjust, reclassify,
recapitalize, reorganize or otherwise change its or their capital or business
structure, or to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.

     18. Adjustments. In the event of any change in the number of issued and
outstanding shares of Stock which results from a stock split, reverse stock
split, payment of a stock dividend or any other change in the capital structure
of the Company, the Committee shall proportionately adjust the maximum number of
shares subject to each outstanding Award, and (where appropriate) the purchase
price per share thereof (but not the total purchase price under the Award), so
that upon exercise or realization of such Award, the Recipient shall receive the
same number of shares he or she would have received had he or she been the
holder of all shares subject to his or her outstanding Award and immediately
before the effective date of such change in the number of issued and outstanding
shares of Stock. Such adjustments shall not, however, result in the issuance of
fractional shares. Any adjustments under this paragraph 18 shall be made by the
Committee, subject to approval by the Board. No adjustments shall be made that
would cause a Qualified Option to fail to continue to qualify as an incentive
stock option within the meaning of Section 422 of the Code.

     In the event the Company is a party to any merger, consolidation or other
reorganization, any and all outstanding Awards shall apply and relate to the
securities to which a holder of Stock is entitled after such merger,
consolidation or other reorganization. Upon any liquidation or dissolution of
the Company, any and all outstanding Awards shall terminate upon consummation of
such liquidation or dissolution, but prior to such

                                      -11-
<PAGE>


consummation shall be exercisable to the extent that the same otherwise are
exercisable under the Plan.

     19. Forfeiture. Notwithstanding anything to the contrary in this Plan, if
the Committee finds after full consideration of the facts presented on behalf of
the Company and the involved Recipient, that he or she has been engaged in
fraud, embezzlement, theft, commission of a felony, or dishonesty in the course
of his or her employment by the Company or any Subsidiary that has damaged it,
or that the Recipient has disclosed trade secrets of the Company or its
affiliates, the Recipient shall forfeit all rights under and to all unexercised
Awards, and all exercised Awards under which the Company has not yet delivered
payment or certificates for shares of Stock (as the case may be), all of which
Awards and rights shall be automatically cancelled. The decision of the
Committee as to the cause of the Recipient's discharge from employment with the
Company or any Subsidiary and the damage thereby suffered shall be final for
purposes of the Plan, but shall not affect the finality of the Recipient's
discharge by the Company or Subsidiary for any other purposes. The preceding
provisions of this paragraph shall not apply to any Qualified Option to the
extent such application would result in disqualification of said Option as an
incentive stock option under Sections 421 and 422 of the Code.

     20. Indemnification. In and with respect to the administration of the Plan,
the Company shall indemnify each present and future member of the Committee
and/or of the Board, who shall be entitled without further action on his or her
part to indemnity from the Company for all damages, losses, judgments,
settlement amounts, punitive damages, excise taxes, fines, penalties, costs and
expenses (including without limitation attorneys' fees and disbursements)
incurred by such member in connection with any threatened, pending or completed
action, suit or other proceedings of any nature, whether civil, administrative,
investigative or criminal, whether formal or informal, and whether by or in the
right or name of the Company, any class of its security holders, or otherwise,
in which such member may be or have been involved, as a party or otherwise, by
reason of his or her being or having been a member of the Committee and/or of
the Board, whether or not he or she continues to be such a member. The
provisions, protection and benefits of this paragraph shall apply and exist to
the fullest extent permitted by applicable law to and for the benefit of all
present and future members of the Committee and/or of the Board, and their
respective heirs, personal and legal representatives, successors and assigns, in
addition to all other rights that they may have as a matter of law, by contract,
or otherwise, except (a) as may not be allowed by applicable law, (b) to the
extent there is entitlement to insurance proceeds under insurance coverage
provided by the Company on account of the same matter or proceeding for which
indemnification hereunder is claimed, or (c) to the extent there is entitlement
to

                                      -12-
<PAGE>


indemnification from the Company, other than under this paragraph, on account of
the same matter or proceeding for which indemnification hereunder is claimed.

     21. Miscellaneous. Any reference contained in this Plan to a particular
section or provision of law, rule or regulation, including but not limited to
the Internal Revenue Code of 1986 and the Securities Exchange Act of 1934, both
as amended, shall include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be, of similar import.
With respect to persons subject to Section 16 of the Securities Exchange Act of
1934, as amended, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor rule that may be
promulgated by the Securities and Exchange Commission, and to the extent any
provision of this Plan or action by the Committee fails to so comply, it shall
be deemed null and void, to the extent permitted by applicable law and deemed
advisable by the Committee. Where used in this Plan: the plural shall include
the singular, and unless the context otherwise clearly requires, the singular
shall include the plural; and, the term "affiliates" shall mean each and every
Subsidiary and any parent of the Company. The captions of the numbered
paragraphs contained in this Plan are for convenience only, and shall not limit
or affect the meaning, interpretation or construction of any of the provisions
of the Plan.

                                 - - - - - - -
                                      END
                                 - - - - - - -


                                      -13-