QUIPP, INC. 1996 EQUITY COMPENSATION PLAN


            The purpose of the Quipp, Inc, 1996 Equity Compensation Plan (the
"Plan") is (i) to provide designated officers (including officers who are also
directors), and other employees of Quipp, Inc. and its subsidiaries (within the
meaning specified in Section 424(f) of the Code) (hereinafter collectively
referred to as the "Company"), members of the Board who are not employed in any
capacity by the Company ("Non-Employee Directors") and consultants and advisors
to the Company ("Key Advisors") with certain rights to acquire common stock of
the Company, and (ii) to provide for the grant of incentive stock options and
nonqualified stock options. The Company believes that the Plan will be an
incentive to the participants to contribute materially to the growth of the
Company, thereby benefitting the Company's shareholders, and will align the
economic interests of the participants with those of the shareholders.

1.    Administration

            Subject to the provisions of Section 6, the Plan shall be
administered and interpreted by the Board of Directors or by a committee
consisting of not less than two persons appointed by the Board of Directors of
the Company from among its members who are Non-Employee Directors of the
Company, all of whom are "outside directors" as defined under section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code") and related Treasury
regulations.  The Board of Directors, in such administrative capacity or, if
appointed, such Committee, (either of which are hereinafter referred to as the
"Committee"), subject to the provisions of Section 6, shall have the sole
authority to determine (i) the individuals to whom options and awards shall be
granted under the Plan, (ii) the type, size and terms of the grants or awards to
be made to each such individual, (iii) the time when the grants or awards will
be made and (iv) any other matters arising under the Plan.  The Committee shall
have full power and authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations, agreements
and instruments for implementing the Plan and for conduct of its business as it
deems necessary or advisable, in its sole discretion.  The Committee's
interpretations of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and binding on
all persons having any interests in the Plan or in any awards granted hereunder.

2.    Grants and Awards

            Incentives under the Plan shall consist of incentive stock options,
nonqualified stock options, restricted stock grants (hereinafter collectively
referred to as "Grants") and stock bonus awards ("Awards").  All Grants and
Awards shall be subject to the terms and conditions set forth herein and to
those other terms and conditions consistent with this Plan as the Committee
deems appropriate and as are specified in writing by the Committee to the
employee, Key Advisor or Non-Employee Director (the "Grant Letter").  The
Committee shall approve the form and provisions of each Grant Letter.  Grants
and/or Awards under a particular Section of the Plan need not be uniform as
among the employees or Key Advisors and Grants and/or Awards under two or more
Sections of the Plan may be combined in one instrument.  Grants to Non-Employee
Directors shall be governed by Section 6.

3.    Shares Subject to the Plan

            (a)   Subject to the adjustment specified below, the aggregate
number of shares of common stock, $.01 par value, of the Company ("Company
Stock") that may be issued or transferred under the Plan is 400,000 shares.  The
maximum aggregate number of shares of Company Stock that shall be subject to
options restricted stock grants or stock bonus awards under the Plan to any
single individual during the term of the Plan shall be 100,000 shares.  The
shares may be authorized but unissued shares of Company Stock or treasury shares
of Company Stock, including, without limitation, shares repurchased by the
Company on the open market.  If and to the extent options granted under the Plan
terminate, expire, or cancel without having been exercised, or if any shares of
restricted stock are forfeited (regardless of whether any voting rights are
exercised, dividends received, or any other rights were vested in the
Participant prior to forfeiture), the shares subject to such option or
comprising such restricted stock shall again be available for purposes of the
Plan.

            (b)   If there is any change in the number or kind of shares of
Company Stock outstanding by reason of a stock dividend, recapitalization, stock
split, or combination or exchange of such shares, or a merger, reorganization or
consolidation of the Company, reclassification or change in par value or by
reason of any other extraordinary or unusual event affecting the outstanding
Company Stock as a class without the Company's receipt of consideration or if
the value of outstanding Shares of Company Stock is substantially reduced due to
the Company's payment of an extraordinary dividend or distribution, the maximum
number of shares of Company Stock available for Grants or Awards, the maximum
number of shares of Company Stock for which any one individual participating in
the Plan may receive Grants and Awards over the term of the Plan, and the number
of shares and price per share subject to outstanding Stock Options shall be
proportionately adjusted by the Committee to reflect any increase or decrease in
the number or kind of issued shares of Company Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under such
Grants or Awards; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated.  During the Restriction Period (as defined
in Section 7(a)), shares of the Company Stock subject to the Restricted Stock
Grant (as defined in the introductory clause of Section 7) shall be deemed to be
outstanding, and the number and kind of such shares shall be adjusted in the
same manner as other outstanding shares of Company Stock as a result of any of
the events that would cause the operation of the provisions of this Section
3(b).  The adjustments determined by the Committee shall be final, binding and
conclusive.  As used herein, the term "Company Stock" shall include any other
kind of Company securities issued in respect of Company Stock pursuant to the
events set forth in this Section 3(b).

4.    Eligibility for Participation

            Officers and other employees of the Company, Key Advisors designated
by the Committee and Non-Employee Directors shall be eligible to participate in
the Plan (hereinafter referred to individually as the "Participant" and
collectively as the "Participants").  The Committee shall select the individuals
(other than Non-Employee Directors) to receive Grants and Awards (the
"Grantees") from among the Participants and determine the number of shares of
Company Stock subject to a particular Grant or Award in such manner as the
Committee determines; provided, however, that Key Advisors must render bona fide
services and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction; and provided further, that Non-
Employee Directors may receive only Nonqualified Stock Options (as defined
below) pursuant to Section 6 hereof.

5.    Granting of Options

            (a)   Number of Shares.  The Committee shall grant to each Grantee a
number of stock options as the Committee shall determine.

            (b)   Type of Option and Price.  The Committee may grant options
qualifying as incentive stock options within the meaning of Section 422 of the
Code ("Incentive Stock Options") or stock options which are not intended to so
qualify ("Nonqualified Stock Options") or any combination of Incentive Stock
Options and Nonqualified Stock Options (hereinafter referred to collectively as
"Stock Options") in accordance with the terms and conditions set forth herein;
provided, however, that Key Advisors shall not be eligible to receive grants of
Incentive Stock Options and Non-Employee Directors may receive only Nonqualified
Stock Options pursuant to Section 6 hereof.  

            The purchase price of Company Stock subject to an Incentive Stock
Option or a Nonqualified Stock Option shall be at least equal to the "Fair
Market Value" of a share of such Company Stock on the date such Stock Option is
granted.  The Fair Market Value per share shall be, if the principal trading
market for the Company Stock is a national securities exchange or the Gnostic
National Market, the last reported sale price thereof on the relevant date or
the latest preceding date upon which a sale was reported, or, if the Company
Stock is not principally traded on such exchange or market, the mean between the
last reported "bid" and "asked" prices thereof on the relevant date, as reported
on Gnostic or, if not so reported, as reported by the National Daily Quotation
Bureau, Inc. or as reported in a customary financial reporting service, as
applicable and as the Committee determines.  If the Company Stock is not subject
to reported transactions or "bid" or "ask" quotations as set forth above, the
Fair Market Value per share shall be as determined by the Committee.

            (c)   Term.  The Committee shall determine the option term of each
Stock Option.  The term shall not exceed ten years from the date of grant. 

            (d)   Exercisability of Options.  Subject to Section 6, Stock
Options shall become exercisable in accordance with the terms and conditions
determined by the Committee, in its sole discretion, and specified in the Grant
Letter.  The Committee, in its sole discretion, may accelerate the
exercisability of any or all outstanding Stock Options, other than stock options
granted pursuant to Section 6 and held by a Participant who is then a Non-
Employee Director, at any time and for any reason.  In addition, all outstanding
Stock Options including stock options granted pursuant to Section 6, shall
become immediately exercisable upon a Change in Control (as defined herein)
unless the Committee, in its sole discretion, determines not to accelerate such
Stock Options upon a Change in Control (the Committee shall not make such a
determination in connection with Stock Options granted pursuant to Section 6
held by a Participant who is then a Non-Employee Director).  The Committee may
make such determination prior to the Change in Control or, provided that the
Committee making such determination following a Change in Control is comprised
of the same members as those on the Committee immediately prior to such Change
in Control, within thirty (30) days following such Change in Control.

            (e)   Manner of Exercise.  A Grantee may exercise a Stock Option, in
whole or in part, by delivering a notice of exercise to the Committee with
accompanying payment of the option price.  Such notice may instruct the Company
to deliver shares of Company Stock due upon the exercise of the Stock Option to
any registered broker or dealer designated by the Company ("Designated Broker")
in lieu of delivery to the Grantee.  Such instructions must designate the
account into which the shares are to be deposited.  The Grantee may tender this
notice of exercise, which has been properly executed by the Grantee, and the
aforementioned delivery instructions to any Designated Broker.

            (f)   Termination of Employment, Disability or Death.  

                  (1)  In the event the Grantee ceases to be an employee or
director of the Company or Key Advisor for any reason other than disability,
death or a termination for cause by the Company, any Stock Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within
ninety days of the date on which he ceases to be an employee or Key Advisor (or,
except with respect to Stock Options granted pursuant to Section 6 and held by
persons who are then Non-Employee Directors, within such other period of time as
may be specified by the Committee), but in any event no later than the date of
expiration of the option term. 

                  (2)  In the event the Grantee ceases to be an employee or
director of the Company or a Key Advisor because he is disabled within the
meaning of section 22(e)(3) of the Code, any Stock Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within one year of
the date on which he ceases to be an employee, director or Key Advisor (or,
except with respect to Stock Options granted pursuant to Section 6 and held by
persons who are then Non-Employee Directors, within such other period of time as
may be specified by the Committee), but in any event no later than the date of
expiration of the option term. 

                  (3)   In the event of the death of the Grantee while he is an
employee, director or Key Advisor of the Company or within not more than three
months of the date on which he ceases to be an employee, director or Key Advisor
(or, except with respect to Stock Options granted pursuant to Section 6 and held
by persons who are then Non-Employee Directors, within such other period of time
as may be specified in by the Committee), any Stock Option which was otherwise
exercisable by the Grantee at the date of death may be exercised by his personal
representative at any time prior to the expiration of one year from the date of
death (or, except with respect to Stock Options granted pursuant to Section 6
and held by persons who are then Non-Employee Directors, within such other
period of time as may be specified in by the Committee), but in any event no
later than the date of expiration of the option term.

                  (4)   In the event the Grantee ceases to be an employee or
director of the Company or Key Advisor on account of a termination for "Cause"
by the Company, any Stock Option held by the Grantee shall terminate as of the
date he ceases to be an employee or Key Advisor (or, except with respect to
Stock Options granted pursuant to Section 6 and held by persons who are then
Non-Employee Directors, as the Committee may otherwise provide) but in any event
no later than the date of expiration of the option term.  "Cause" shall mean (I)
with respect to Grantees other than Non-Employee Directors, except to the extent
otherwise provided in a Grantee's Grant Letter, a finding by the Committee,
after full consideration of the facts presented on behalf of both the Company
and the Grantee, that the Grantee has breached his or her employment or service
contract with the Company, or has been engaged in disloyalty to the Company,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty in the course of his or her employment or service,
or has disclosed trade secrets or confidential information of the Company, (ii)
with respect to Non-Employee Directors, the date the Grantee's directorship is
terminated, if the directorship is terminated on account of (A) any act of
fraud, intentional misrepresentation, embezzlement or theft, (B) commission of a
felony or   disclosure of trade secrets or confidential information of the
Company.  In such event, in addition to the immediate termination of the Option,
the Grantee shall automatically forfeit all Option Shares for any exercised
portion of an Option for which the Company has not yet delivered the share
certificates upon refund by the Company of the Option Price.

            (g)   Satisfaction of Option Price.  The Grantee shall pay the
option price in cash or, with the approval of the Committee, by delivering
shares of Company Stock already owned by the Grantee for the period necessary to
avoid a charge to the Company's earnings for financial reporting purposes and
having a fair market value on the date of exercise equal to the option price or
with a combination of cash and shares, or (except with respect to Stock Options
granted pursuant to Section 6 and held by persons who are then Non-Employee
Directors) by such other mode of payment as the Committee may approve, including
payment through a broker in accordance with procedures permitted by Regulation T
of the Federal Reserve Board or any successor regulation of the agency then
responsible for administering margin regulations pertaining to securities
brokers ("Regulation T").  Non-Employee Directors who hold Stock Options granted
pursuant to Section 6 may make payment through a broker in accordance with
procedures permitted by Regulation T.  The Grantee shall pay the option price
and the amount of withholding tax due, if any, at the time of exercise.  Shares
of Company Stock shall not be issued or transferred upon exercise of a Stock
Option until the option price and applicable withholding taxes are fully paid.

            (h)   Requirements for Incentive Stock Options.  Each Grant of an
Incentive Stock Option shall provide that to the extent that the aggregate fair
market value of the Company Stock on the date of the Grant with respect to which
Incentive Stock Options are exercisable for the first time by a Grantee during
any calendar year under the Plan or any other stock option plan of the Company
exceeds $100,000, then such Stock Options, to the extent of such excess, shall
be treated as Nonqualified Stock Options.  An Incentive Stock Option shall not
be granted to any Participant who, at the time of grant, owns stock possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or parent of the Company, unless the option price per share is
not less than 110% of the fair market value of Company Stock on the date of
grant and the option term is not more than five years from the date of grant. 
Notwithstanding anything in the Plan to the contrary, to the extent that any
Stock Option does not qualify as an Incentive Stock Option, such option shall be
treated as a Nonqualified Stock Option.

6.    Option Grants to Non-Employee Directors

      A Non-Employee Director shall be entitled to receive Nonqualified Stock
Options only in accordance with this Section 6.

            (a)   Initial Grant.  Each Non-Employee Director who is a member of
the Board on the effective date of the Plan (the "Effective Date") and who was
not previously an employee of the Company will receive on the Effective Date a
grant of a Nonqualified Stock Option to purchase 5,000 shares of Company Stock. 
Each Non-Employee Director who first becomes a member of the Board after the
Effective Date will receive a grant of a Nonqualified Stock Option to purchase
5,000 shares of Company Stock immediately upon his or her becoming a member of
the Board.

            (b)   Annual Grants.  On each date that the Company holds its annual
meeting of stockholders, commencing with the 1997 calendar year, each Non-
Employee Director in office immediately after the annual election of directors
(excluding any directors first elected at such meeting, who shall each receive
the grant specified in Section 6(a)) will receive a grant of a Nonqualified
Stock Option to purchase 5,000 shares of Company Stock.

            (c)   Option Exercise Price; Term of Options.  Options granted under
this Section 6 shall have a per share exercise price equal to the Fair Market
Value of a share of Company Stock on the date of grant, and such options shall
be fully exercisable on the date of grant. Options granted under this Section 6
shall have a term of ten years from the date of grant, subject to earlier
termination pursuant to Section 5(f). 

            (d)   Administration.  The provisions of the Section 6 are intended
to operate automatically and not require administration.  However, to the extent
that administrative determinations are required, the provisions of this Section
6 shall be made by the members of the Board who are not eligible to receive
grants under this Section 6, but in no event shall such determinations affect
the eligibility of Grantees, the determination of the exercise price, the timing
of the grants or the number of shares subject to Stock Options granted hereunder
or otherwise cause the Plan, insofar as it relates to Non-Employee Directors, to
fail to satisfy the conditions of Rule 16b-3(c)(ii) under the Security Exchange
Act of 1934, as amended (the  Exchange Act ).

            (e)   Acceleration.     Upon the occurrence of a Change of Control,
each Stock Option granted pursuant to this Section 6 shall automatically
accelerate and become fully exercisable as to all shares subject to such option
and shall remain exercisable until the expiration of the option term.

            (f)   Applicability of the Plan Provisions.   Except as otherwise
provided in the Plan (including this section 6), the Nonqualified Stock Options
granted to Non-Employee Directors shall be subject to the provisions of this
Plan applicable to Nonqualified Stock Options granted to other persons.

            (g)   Amendment.   Notwithstanding any other provision of the Plan,
this Section 6 and the provisions of Section 5(f) and Section 5(g) as they
pertain to Non-Employee Directors may not be amended more than once every six
months, other than the comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended ( ERISA ) or the rules
thereunder.

7.    Restricted Stock Grants

      The Committee may issue or transfer shares of Company Stock, subject to
restriction as set forth herein, to a Participant under a grant (a  Restricted
Stock Grant ).  Non-Employee Directors and Key Advisors shall not be eligible to
receive Restricted Stock Grants.  The following provisions are applicable to

Restricted Stock Grants:

            (a)   General Requirements.  Share of Company Stock issued pursuant
to Restricted Stock Grants will be issued for no consideration unless otherwise
required under applicable law.  Subject to any other restrictions by the
Committee as provided pursuant to this Section, restrictions on the transfer of
shares of Company Stock set forth in Section 7(d) shall lapse as provided in the
Grant Letter.  The period of time during which the Restricted Stock Grant will
remain subject to restrictions including the time prior to satisfaction of
performance or other conditions for removal of restrictions will be designated
in the Grant Letter as the  Restriction Period. 

            (b)   Number of Shares.   The Committee shall grant to each Grantee
a number of shares of Company Stock pursuant to a Restricted Stock Grant in such
manner as the Committee determines.

            (c)   Requirement of Employment. If the Grantee's employment
terminates during a period designated in the Grant Letter as the Restriction
Period, the Restricted Stock Grant terminates as to all shares covered by the
Grant as to which restrictions on transfer have not lapsed, and, unless the
Company has retained possession of the shares of Company Stock subject to
restriction, those shares of Company Stock must be immediately returned to the
Company.  The Committee may, however, provide for complete or partial exceptions
to this requirements as it deems equitable.

            (d)   Restriction on Transfer and Legend on Stock Certificate. 
During the Restriction Period, a Grantee may not sell, assign, transfer, pledge,
or otherwise dispose of the shares of Company Stock to which such Restriction
Period applies except as provided by the Committee.  Each certificate for a
share issued or transferred under a Restricted Stock Grant shall contain a
legend giving appropriate notice of the restrictions in the Grant.  The Grantee
shall be entitled to have the legend removed from the stock certificate or
certificates covering any of the shares subject to restrictions when all
restrictions an such shares have lapsed.

            (e)   Voting and Dividends.   If so determine by the Committee, the
Grantee shall have the right to vote shares of the Company Stock subject to the
Restricted Stock Grant and to receive the payment of any cash dividends paid on
such shares during the Restricted Period.

            (f)   Lapse of Restrictions.    All the restrictions imposed during
the Restricted Stock Grant shall lapse upon the expiration of the applicable
Restriction Period; provided, however, that upon a Change in Control (as defined
herein), the Restricted Period relating to the shares which have not, prior to
such date, been satisfied shall immediately lapse, unless the Committee, in its
sole discretion, determines not to lapse such restrictions upon a Change in
Control.  The Committee may make such determination prior to the Change in
Control or, provided that the Committee making such determination following a
Change in Control is comprised of the same members as those on the Committee
immediately prior to such Change in Control, within thirty (30) days following
such Change in Control.  In addition, the Committee may determine as to any or
all Restricted Stock Grants, that all restrictions shall lapse, without regard
to any Restriction Period, under such circumstances as it deems appropriate.


8.    Stock-Based Award.

            The Committee is authorized, subject to limitations under applicable
law, to grant to Participants other than Non-Employee Directors Awards of
Company Stock purely as a  bonus  and not subject to any restrictions or
conditions.

9.    Transferability of Stock Options.

            No Stock Option granted under the Plan may be transferred, except by
will or by the laws of descent and distribution.  During the lifetime of the
person to whom a Stock Option is granted, such Stock Option may be exercised
only by such person.  Notwithstanding the foregoing, a (i) Nonqualified Stock
Option may be transferred pursuant to the terms of a  qualified domestic
relations order,  within the meaning of sections 401(a)(13) and 414(p) of the
Code or within the meaning of Title I of ERISA and (ii) the Committee may
provide, in a Grant Letter, that a Grantee may transfer Stock Options to his or
her children, grandchildren or spouse or to one or more trusts for the benefit
of such family members or to partnerships in which such family members are the
only partners (a  Family Transfer ), provided that Grantee receives no
consideration for a Family Transfer and the Grant Letter relating to Stock
Options transferred in a Family Transfer continue to be subject to the same
terms and conditions that were applicable to such Stock Options immediately
prior to the Family Transfer.

10.   Change in Control.

            A  Change of Control  shall be deemed to have occurred upon the
earliest to occur of the following events:  (i) the date the shareholders of the
Company (or Board of Directors, if shareholders action is not required) approve
a plan or other arrangement pursuant to which the Company will be dissolved or
liquidated, or (ii) the date the shareholders of the Company (or the Board of
Directors, if shareholder action is not required) approve a definitive agreement
to sell or otherwise dispose of substantially all of the assets of the Company,
or (iii) the date the shareholders of the Company (or Board of Directors, if
shareholder action is not required) and the shareholders of the other
constituent corporation (or its board of directors if shareholder action is not
required) have approved a definitive agreement to merge or consolidate the
Company with or into such other corporation, other than,  in either case, a
merger or consolidation of the Company in which holders of shares of Company
Stock immediately prior to the merger or consolidation will have at least a
majority of the ownership of common stock of the surviving corporation ( and, if
one class of common stock is not the only class of voting securities entitled to
vote on the election of directors of the surviving corporation, a majority of
the voting power of the surviving corporation's voting securities) immediately
after the merger or consolidation, which common stock (and, if applicable,
voting securities) is to be held in the same proportion as such holders'
ownership of Company Stock of the Company immediately before the merger or
consolidation, or (iv) the date any entity, person or group, within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act 1934, as
amended, (other than the Company or any employee benefit plan ( or related
trust) sponsored or maintained by the Company) shall have become the beneficial
owner of, or shall obtained voting control over, securities of the Company
having at least twenty percent (20%) of the combined voting power of outstanding
securities of the Company in the election of directors, or (v) the first day
after the date this Plan is approved by shareholders of the Company when
directors are elected such that a majority of the members of the Board of
Directors for less than two years, unless the election or nomination for
election of each new director who was not a director at the beginning of such
two year 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.

11.   Amendment and Termination of the Plan.

            (a)   Amendment.    The Board of Directors of the Company may amend
the Plan from time to time in such manner as it may deem advisable. 
Nevertheless, the Board of Directors of the Company may not change the class of
individuals eligible to receive an incentive stock option or increase the
maximum number of shares as to which Grants or Awards may be made under the
Plan, or the individual limit for any single Participant, without obtaining
shareholder approval by such vote as is required by the Florida Business
Corporation Act, as amended and, if applicable, the provisions of the Company's
Articles of Incorporation or By-Laws, or, if a greater vote is required in order
to comply with applicable requirements of the Code or Rule 16b-3, by such vote
as is required by the Code or Rule 16b-3. No amendment to the Plan shall
adversely affect any outstanding Grant or Award, however, without the consent of
the Participant holding such Grant or Award.

            (b)   Termination of Plan.     The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date unless
terminated earlier by the Board of Directors of the Company or unless extended
by the Board with the approval of the shareholders.

            (c)   Termination and Amendment of Outstanding Grants.    A
termination or amendment of the Plan that occurs after a Grant or Award is made
shall not result in the termination or amendment of the Grant or Award unless
the Participant holding such Grant or Award consents or unless the Committee
acts under Section 18(b).  The termination of the Plan shall not impair the
power and authority of the Committee with respect to an outstanding Grant. 
Whether or not the Plan has terminated, an outstanding Grant or Award may be
terminated or amended under Section 18(b) or may be amended by agreement of the
Company and the Participant holding such Grant or  Award consistent with the
terms of the Plan.






12.   Rights of Participants.

            Nothing in this Plan shall entitle any Participant or other person
to any claim or right to be a Grant or Award under this Plan. Neither this Plan
nor any action taken hereunder shall be construed as giving any Participant any
rights to be retained by or in the employ of the Company.

13.   Withholding of Taxes.

            The Company shall have the right to deduct from wages paid to the
employee of the Company, any federal, state or local taxes required by law to be
withheld with respect to Grants or Awards, and the Participant or other person
receiving Company Stock under the Plan shall be required to pay to the Company
the amount of any such taxes which the Company is required to withhold with
respect to such Company Stock.

14.   Agreements with Participants.

            Each Grant made under this Plan shall be evidenced by a Grant Letter
containing such terms and conditions consistent with the term of the Plan, as
the Committee shall approve.

15.   Requirements for Issuance of Shares.

            No Company Stock shall be issued or transferred upon payment of any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee.  The  Committee shall have the right to condition
any Restricted Stock Grant, Stock Option or Award made to any Participant
hereunder on such Participant's undertaking in writing to comply with such
restrictions on his subsequent disposition such shares of Company Stock as the
Committee shall deem necessary or advisable as a result of any applicable law,
regulation or official interpretation thereof, and certificates representing
such shares may be legended to reflect any such restrictions.

16.   Heading

            Sections headings are for reference only.  In the event of a
conflict between a title and the content of a Section, the content of the
Section shall control.<PAGE>
17.   Effective Date of the Plan

            Subject to the approval of the Company's shareholders, this Plan
shall be effective as of the date the Plan is adopted by the Board of Directors
of the Company.  If the Plan if not approved by the Company' shareholders within
twelve months following such date, all Grant under the Plan shall be null and
void.  No Awards may be made prior to shareholders approval.

18.   Miscellaneous

            (a)   Substitute Grants.    The Committee may make a Grant to an
employee of another corporation who becomes a Participant by reason of a
corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or Restricted Stock Grant granted by such
corporation ( Substituted Stock Incentives ).  The terms and conditions of the
substitute Grant may vary from the terms and conditions required by the Plan and
from those of the Substituted Stock Incentives.  The Committee shall prescribe
the provisions of the substitute Grants.

            (b)   Compliance with Law.    The Plan, the exercise of Grants and
the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by a
governmental or regulatory agency as may be required, including, without
limitation, the filing of a registration statement under the Securities Act of
1933 with respect to shares of Company Stock under the Plan.  The Plan is
intended to enable transactions under the Plan with respect to directors and
officers (within the meaning of Section 16(a) under the Securities Exchange Act
of 1934, as amended) to satisfy the conditions of Rule 16b-3; to the extent that
any provision of the Plan would cause a conflict with such conditions or would
cause the administration of the Plan as provided in Section 1 to fail to satisfy
the conditions of Rule 16b-3, such provision shall be deemed null and void to
the extent permitted by applicable law. Notwithstanding the foregoing, the
provision in Grant letter for Family Transfers pursuant to Section 9 is
expressly permitted, even though Stock Options evidenced by such Grant Letter
may not be deemed to satisfy the conditions of Rule 16b-3 as a result of such
provision. The Committee may revoke any Grant if it is contrary to applicable
law or modify a Grant to bring it into compliance with any valid and mandatory
government regulation. The Committee may also adopt rules regarding the
withholding of taxes on payments to Participants. The Committee may, in its sole
discretion, agree to limit its authority under this Section.

            (c)   Ownership of Stock.   A Participant shall have no rights as a
shareholder with respect to any shares of Company Stock covered by a Grant or
Award until the shares are issued or transferred to the Grantee or Successor
Grantee on the stock transfer records of the Company, except as may be
detremined pursuant to Section 7(e).<PAGE>