Exhibit A

                       VININGS INVESTMENT PROPERTIES TRUST
                      1997 STOCK OPTION AND INCENTIVE PLAN


SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS
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     The name of the plan is the Vinings Investment  Properties Trust 1997 Stock
Option and Incentive Plan (the "Plan").  The purpose of the Plan is to encourage
and enable the officers, employees,  Independent Directors and other key persons
(including  consultants) of Vinings Investment  Properties Trust (the "Company")
and its  Subsidiaries  upon whose  judgment,  initiative and efforts the Company
largely  depends  for the  successful  conduct  of its  business  to  acquire  a
proprietary  interest in the Company.  It is  anticipated  that  providing  such
persons  with a  direct  stake in the  Company's  welfare  will  assure a closer
identification of their interests with those of the Company, thereby stimulating
their efforts on the Company's behalf and  strengthening  their desire to remain
with the Company.

     The following terms shall be defined as set forth below:

     "Act" means the Securities Exchange Act of 1934, as amended.

     "Administrator" is defined in Section 2(a).

     "Award" or  "Awards,"  except where  referring to a particular  category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Awards,  Unrestricted Stock
Awards, Performance Share Awards and Dividend Equivalent Rights.

     "Board" means the Board of Trustees of the Company.

     "Change of Control" is defined in Section 15.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

     "Committee" means the Compensation Committee of the Board as referred to in
Section 2.

     "Dividend Equivalent Right" means Awards granted pursuant to Section 10.

     "Effective  Date"  means  the  date  on  which  the  Plan  is  approved  by
stockholders as set forth in Section 17.

     "Fair  Market  Value" of the Stock on any given date means the fair  market
value of the Stock  determined  in good  faith by the  Administrator;  provided,
however,  that  (i) if the  Stock  is  admitted  to  quotation  on the  National
Association of Securities  Dealers Automated  Quotation System  ("NASDAQ"),  the
Fair  Market  Value on any given date shall not be less than the  average of the
highest bid and lowest asked  prices of the Stock  reported for such date or, if
no bid and asked prices were reported for such date,  for the last day preceding
such date for which such prices were reported,  or (ii) if the Stock is admitted
to trading on a  national  securities  exchange  or the NASDAQ  National  Market
System,  the Fair  Market  Value on any date shall not be less than the  closing
price  reported for the Stock on such exchange or system for such date or, if no
sales were reported for such date, for the last date preceding the date for such
a sale was reported.

     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "Independent  Director"  means a  member  of the  Board  who is not also an
employee of the Company or any Subsidiary, or any affiliated company thereof.

     "Non-Qualified  Stock  Option"  means  any  Stock  Option  that  is  not an
Incentive Stock Option.

     "Option" or "Stock  Option"  means any option to  purchase  shares of Stock
granted pursuant to Section 5.
<PAGE>
     "Performance Share Award" means Awards granted pursuant to Section 9.

     "Restricted Stock Award" means Awards granted pursuant to Section 7.

     "Stock"  means the shares of  beneficial  interest,  no par  value,  of the
Company, subject to adjustments pursuant to Section 3.

     "Stock Appreciation Right" means any Award granted pursuant to Section 6.

     "Subsidiary" means any corporation or other entity (other than the Company)
in any unbroken  chain of  corporations  or other  entities  beginning  with the
Company if each of the corporations or entities (other than the last corporation
or entity in the unbroken chain) owns stock or other interests possessing 50% or
more of the economic  interest or the total combined voting power of all classes
of stock or other interests in one of the other  corporations or entities in the
chain.

     "Unrestricted Stock Award" means any Award granted pursuant to Section 8.

SECTION 2.ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT PARTICIPANTS
          AND DETERMINE AWARDS
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     (a) Committee.  The Plan shall be  administered  by either the Board or the
Committee (in either case,  the  "Administrator").  Each member of the Committee
shall be an "outside  director" within the meaning of Section 162(m) of the Code
and the regulations  promulgated thereunder and a "non-employee director" within
the meaning of Rule 16b- 3(b)(3)(i)  promulgated under the Act, or any successor
definition under said rule.

     (b) Powers of  Administrator.  The  Administrator  shall have the power and
authority to grant Awards  consistent with the terms of the Plan,  including the
power and authority:

          (i) to select the  individuals to whom Awards may from time to time be
     granted;

          (ii) to determine the time or times of grant, and the extent,  if any,
     of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
     Rights,  Restricted Stock Awards,  Unrestricted  Stock Awards,  Performance
     Share Awards and Dividend  Equivalent  Rights,  or any  combination  of the
     foregoing, granted to any one or more participants;

          (iii) to determine  the number of shares of Stock to be covered by any
     Award;

          (iv)  to  determine  and  modify  from  time  to time  the  terms  and
     conditions,  including restrictions, not inconsistent with the terms of the
     Plan, of any Award,  which terms and conditions may differ among individual
     Awards and  participants,  and to approve  the form of written  instruments
     evidencing the Awards;

          (v) to accelerate at any time the  exercisability or vesting of all or
     any portion of any Award;

          (vi) subject to the provisions of Section 5(a)(iii),  to extend at any
     time the period in which Stock Options may be exercised;

          (vii) to determine at any time whether, to what extent, and under what
     circumstances  distribution  or the  receipt  of Stock  and  other  amounts
     payable with respect to an Award shall be deferred either  automatically or
     at the  election  of the  participant  and  whether  and to what extent the
     Company  shall  pay or  credit  amounts  constituting  interest  (at  rates
     determined by the  Administrator)  or dividends or deemed dividends on such
     deferrals; and
<PAGE>
          (viii) at any time to adopt,  alter and repeal such rules,  guidelines
     and  practices  for  administration  of the  Plan  and for its own acts and
     proceedings  as it  shall  deem  advisable;  to  interpret  the  terms  and
     provisions  of  the  Plan  and  any  Award   (including   related   written
     instruments);  to  make  all  determinations  it  deems  advisable  for the
     administration  of the Plan;  to decide all disputes  arising in connection
     with the Plan; and to otherwise supervise the administration of the Plan.

     All decisions and  interpretations of the Administrator shall be binding on
all persons, including the Company and Plan participants.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
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     (a) STOCK  ISSUABLE.  The maximum  number of shares of Stock  reserved  and
available for issuance under the Plan shall be such  aggregate  number of shares
of Stock as does not  exceed  the sum of (i) ten  percent  (10%) of  outstanding
shares;  plus (ii) as of the last business day of each calendar  quarter  ending
after June 30, 1997, an additional positive number equal to ten percent (10%) of
the sum of units of partnership interests in Vinings Investment Properties, L.P.
that are subject to  redemption  rights  ("Units") and shares of Stock issued by
the Company during that calendar quarter,  reduced by any shares of Stock issued
by the Company  during  that  calendar  quarter  upon the  redemption  of Units;
provided,  however,  that the  maximum  number  of  shares  of Stock  for  which
Incentive  Stock Options may be granted under the Plan shall not exceed  108,000
shares,  reduced by the aggregate number of shares subject to outstanding Awards
granted under the Plan.

     For purposes of this limitation,  the shares of Stock underlying any Awards
which are forfeited, cancelled, reacquired by the Company, satisfied without the
issuance of Stock or  otherwise  terminated  (other than by  exercise)  shall be
added back to the shares of Stock available for issuance under the Plan. Subject
to such  overall  limitation,  shares of Stock may be issued up to such  maximum
number  pursuant to any type or types of Award;  provided,  however,  that Stock
Options or Stock Appreciation  Rights with respect to no more than 50,000 shares
of Stock may be granted to any one individual participant during any twelve (12)
month period. The shares available for issuance under the Plan may be authorized
but unissued  shares of Stock or shares of Stock  reacquired  by the Company and
held in its treasury.

     (b)   CHANGES   IN  STOCK.   If,   as  a  result  of  any   reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other similar change in the Company's  capital stock,  the  outstanding
shares of Stock are  increased  or decreased  or are  exchanged  for a different
number or kind of shares  or other  securities  of the  Company,  or  additional
shares or new or different  shares or other  securities  of the Company or other
non-cash  assets are  distributed  with respect to such shares of Stock or other
securities,  the  Administrator  shall  make  an  appropriate  or  proportionate
adjustment in (i) the maximum  number of shares  reserved for issuance under the
Plan, (ii) the number of Stock Options or Stock Appreciation  Rights that can be
granted to any one individual  participant,  (iii) the number and kind of shares
or other securities  subject to any then outstanding  Awards under the Plan, and
(iv) the price for each share subject to any then outstanding  Stock Options and
Stock  Appreciation  Rights  under  the Plan,  without  changing  the  aggregate
exercise  price (i.e.,  the  exercise  price  multiplied  by the number of Stock
Options and Stock Appreciation  Rights) as to which such Stock Options and Stock
Appreciation  Rights remain  exercisable.  The  adjustment by the  Administrator
shall be final,  binding and conclusive.  No fractional shares of Stock shall be
issued under the Plan resulting from any such adjustment,  but the Administrator
in its discretion may make a cash payment in lieu of fractional shares.

     The  Administrator  may  also  adjust  the  number  of  shares  subject  to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration  material changes in accounting practices or principles,
extraordinary  dividends,  acquisitions  or dispositions of stock or property or
any other event if it is determined by the Administrator that such adjustment is
appropriate to avoid  distortion in the operation of the Plan,  provided that no
such adjustment shall be made in the case of an Incentive Stock Option,  without
the consent of the participant, if it would constitute a modification, extension
or renewal of the Option within the meaning of Section 424(h) of the Code.
<PAGE>
     (c) MERGERS.  Upon consummation of a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Stock are  exchanged  for  securities,  cash or other  property of an  unrelated
corporation  or business  entity or in the event of a liquidation of the Company
(in each case,  a  "Transaction"),  the Board,  or the board of directors of any
corporation  assuming the  obligations of the Company,  may, in its  discretion,
take any one or more of the following  actions,  as to outstanding  Awards:  (i)
provide  that  such  Awards  shall be  assumed  or  equivalent  awards  shall be
substituted,  by the  acquiring  or  succeeding  corporation  (or  an  affiliate
thereof),  (ii)  upon  written  notice  to the  participants,  provide  that all
unexercised  or  unvested  Awards  will  terminate   immediately  prior  to  the
consummation of the Transaction,  and/or (iii) make or provide for a payment, in
cash or in kind, to the  participants  equal to the value (as  determined by the
Administrator) of the  consideration  payable per share of Stock pursuant to the
business  combination  (the "Merger  Price") in the case of Restricted  Stock or
deferred  Unrestricted  Stock  and  in the  case  of  Stock  Options  and  Stock
Appreciation Rights, payment, in cash or in kind equal to the difference between
(A) the  Merger  Price  times the  number of  shares  of Stock  subject  to such
outstanding  Stock  Options  and Stock  Appreciation  Rights (to the extent then
exercisable  at prices not in excess of the Merger  Price) and (B) the aggregate
exercise  price of all such  outstanding  Stock  Options and Stock  Appreciation
Rights, in exchange for the termination of such Awards. In the event Awards will
terminate upon the  consummation of the  Transaction,  all vested Awards,  other
than Stock Options and Stock Appreciation Rights, shall be fully settled in cash
or in kind, and each participant  shall be permitted,  within a specified period
determined by the  Administrator,  to exercise all outstanding Stock Options and
Stock  Appreciation  Rights,  including  those  that are not  then  exercisable,
subject to the consummation of the Transaction.

     (d) SUBSTITUTE AWARDS. The Administrator may grant Awards under the Plan in
substitution  for stock and stock  based  awards  held by  employees  of another
corporation who become employees of the Company or a Subsidiary as the result of
a merger or  consolidation  of the employing  corporation  with the Company or a
Subsidiary  or the  acquisition  by the Company or a  Subsidiary  of property or
stock of the  employing  corporation.  The  Administrator  may  direct  that the
substitute  awards be granted on such terms and conditions as the  Administrator
considers appropriate in the circumstances.

SECTION 4. ELIGIBILITY
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     Participants in the Plan will be such full or part-time  officers and other
employees,  Independent Directors and key persons (including consultants) of the
Company  and its  Subsidiaries  who are  responsible  for or  contribute  to the
management,  growth or  profitability of the Company and its Subsidiaries as are
selected from time to time by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS
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     Any  Stock  Option  granted  under  the Plan  shall be in such  form as the
Administrator may from time to time approve.

     Stock Options granted under the Plan may be either  Incentive Stock Options
or Non-Qualified  Stock Options.  Incentive Stock Options may be granted only to
employees of the Company or any  Subsidiary  that is a "subsidiary  corporation"
within the meaning of Section  424(f) of the Code. To the extent that any Option
does  not  qualify  as  an  Incentive  Stock  Option,   it  shall  be  deemed  a
Non-Qualified Stock Option.

     No Incentive  Stock  Option  shall be granted  under the Plan after May 22,
2007.

     (a) STOCK OPTIONS GRANTED TO EMPLOYEES AND KEY PERSONS.  The  Administrator
in its discretion may grant Stock Options to eligible  employees and key persons
of the Company or any Subsidiary. Stock Options granted pursuant to this Section
5(a) shall be subject to the following  terms and  conditions  and shall contain
such additional  terms and conditions,  not  inconsistent  with the terms of the
Plan, as the Administrator shall deem desirable:

          (i) EXERCISE PRICE. The exercise price per share for the Stock covered
     by a Stock Option granted pursuant to this Section 5(a) shall be determined
     by the  Administrator  at the time of grant but shall not be less than 100%
     of the Fair  Market  Value  on the  date of grant in the case of  Incentive
     Stock Options, or 85% of the Fair Market Value on the date of grant, in the
     case of  Non-Qualified  Stock Options.  If an employee owns or is deemed to
     own (by reason of the attribution rules of Section 424(d) of the Code) more
     than  10% of the  combined  voting  power  of all  classes  of stock of the
     Company or any parent or  subsidiary  corporation  and an  Incentive  Stock
     Option is granted to such  employee,  the  option  price of such  Incentive
     Stock  Option  shall be not less than 110% of the Fair Market  Value on the
     grant date.

          (ii) OPTION TERM.  The term of each Stock Option shall be fixed by the
     Administrator, but no Incentive Stock Option shall be exercisable more than
     ten years after the date the option is granted.  If an employee  owns or is
     deemed to own (by reason of the attribution  rules of Section 424(d) of the
     Code) more than 10% of the combined voting power of all classes of stock of
     the Company or any parent or subsidiary  corporation and an Incentive Stock
     Option is granted to such  employee,  the term of such  option  shall be no
     more than five years from the date of grant.
<PAGE>
          (iii)  EXERCISABILITY;  Rights of a  Stockholder.  Stock Options shall
     become  exercisable at such time or times,  whether or not in installments,
     as shall be  determined  by the  Administrator  at or after the grant date;
     provided, however, that Stock Options granted in lieu of compensation shall
     be exercisable in full as of the grant date. The  Administrator  may at any
     time  accelerate  the  exercisability  of all or any  portion  of any Stock
     Option.  An  optionee  shall  have the rights of a  stockholder  only as to
     shares  acquired  upon  the  exercise  of a  Stock  Option  and  not  as to
     unexercised Stock Options.

          (iv) METHOD OF EXERCISE. Stock Options may be exercised in whole or in
     part, by giving written  notice of exercise to the Company,  specifying the
     number of shares to be purchased. Payment of the purchase price may be made
     by one or more of the following methods:

               (A) In cash,  by  certified  or bank  check  or other  instrument
          acceptable to the Administrator;

               (B) In the form of shares of Stock  that are not then  subject to
          restrictions  under any Company  plan and that have been  beneficially
          owned by the  optionee  for at least six months,  if  permitted by the
          Administrator  in its  discretion.  Such  surrendered  shares shall be
          valued at Fair Market Value on the exercise date;

               (C) By the optionee delivering to the Company a properly executed
          exercise notice together with irrevocable  instructions to a broker to
          promptly deliver to the Company cash or a check payable and acceptable
          to the Company for the purchase price;  provided that in the event the
          optionee  chooses  to pay  the  purchase  price  as so  provided,  the
          optionee and the broker shall  comply with such  procedures  and enter
          into  such  agreements  of  indemnity  and  other  agreements  as  the
          Administrator   shall   prescribe  as  a  condition  of  such  payment
          procedure; or

               (D) By the optionee  delivering to the Company a promissory  note
          if the Board has  authorized the loan of funds to the optionee for the
          purpose of enabling or  assisting  the optionee to effect the exercise
          of his Stock  Option;  provided  that at least so much of the exercise
          price as  represents  the par value of the Stock  shall be paid  other
          than with a promissory note.

     Payment  instruments  will be  received  subject  to  collection.  The
     delivery of certificates  representing  the shares of Stock to be purchased
     pursuant to the exercise of a Stock Option will be contingent  upon receipt
     from the optionee (or a purchaser  acting in his stead in  accordance  with
     the  provisions  of the Stock  Option) by the Company of the full  purchase
     price  for  such  shares  and the  fulfillment  of any  other  requirements
     contained in the Stock Option or applicable provisions of laws.

          (v) ANNUAL LIMIT ON INCENTIVE  STOCK OPTIONS.  To the extent  required
     for "incentive  stock option"  treatment under Section 422 of the Code, the
     aggregate  Fair Market  Value  (determined  as of the time of grant) of the
     shares of Stock with respect to which Incentive Stock Options granted under
     this Plan and any other plan of the  Company  or its parent and  subsidiary
     corporations  become  exercisable  for the first time by an optionee during
     any calendar year shall not exceed  $100,000.  To the extent that any Stock
     Option  exceeds  this limit,  it shall  constitute  a  Non-Qualified  Stock
     Option.

     (b) RELOAD OPTIONS. At the discretion of the Administrator, Options granted
under the Plan may  include a "reload"  feature  pursuant  to which an  optionee
exercising  an  option  by the  delivery  of a  number  of  shares  of  Stock in
accordance with Section  5(a)(iv)(B)  hereof would  automatically  be granted an
additional  Option (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional  Option is granted and with such other terms as
the  Administrator may provide) to purchase that number of shares of Stock equal
to the number delivered to exercise the original Option.

     (c) STOCK OPTIONS GRANTED TO INDEPENDENT DIRECTORS.

          (i) AUTOMATIC GRANT OF OPTIONS.

               (A) Each  Independent  Director who is serving as Director of the
          Company  on the  fifth  business  day after  each  annual  meeting  of
          shareholders,   beginning   with  the  1997  annual   meeting,   shall
          automatically  be granted on such day a Non-Qualified  Stock Option to
          acquire 1,000 shares of Stock.
<PAGE>
               (B) The exercise price per share for the Stock covered by a Stock
          Option  granted  under  this  Section  5(c) shall be equal to the Fair
          Market Value of the Stock on the date the Stock Option is granted.

               (C) The  Administrator,  in its discretion,  may grant additional
          Non-Qualified Stock Options to Independent  Directors.  Any such grant
          may vary among individual Independent Directors.

          (ii) EXERCISE; TERMINATION.

               (A) Except as  provided in Section  15, an Option  granted  under
          Section 5(c) shall be exercisable in full as of the first  anniversary
          of the grant date.  An Option issued under this Section 5(c) shall not
          be  exercisable  after the  expiration  of ten years  from the date of
          grant.

               (B) Options granted under this Section 5(c) may be exercised only
          by written notice to the Company specifying the number of shares to be
          purchased.  Payment  of the full  purchase  price of the  shares to be
          purchased  may be  made by one or more  of the  methods  specified  in
          Section  5(a)(iv).  An optionee shall have the rights of a stockholder
          only as to shares acquired upon the exercise of a Stock Option and not
          as to unexercised Stock Options.

     (d)  NON-TRANSFERABILITY  OF OPTIONS. No Stock Option shall be transferable
by  the  optionee  otherwise  than  by  will  or by  the  laws  of  descent  and
distribution  and all Stock Options shall be exercisable,  during the optionee's
lifetime, only by the optionee. Notwithstanding the foregoing, the Administrator
may permit the optionee to transfer, without consideration for the transfer, his
Non-Qualified  Stock Options to members of his immediate  family,  to trusts for
the  benefit of such family  members,  or to  partnerships  in which such family
members are the only partners,  provided that the  transferee  agrees in writing
with the Company to be bound by all of the terms and conditions of this Plan and
the applicable Option.

SECTION 6. STOCK APPRECIATION RIGHTS.
-------------------------------------

     (a) NATURE OF STOCK  APPRECIATION  RIGHTS. A Stock Appreciation Right is an
Award entitling the recipient to receive an amount in cash or shares of Stock or
a  combination  thereof  having a value  equal to the excess of the Fair  Market
Value of the Stock on the date of  exercise  over the  exercise  price per Stock
Appreciation  Right,  which price shall not be less than 100% of the Fair Market
Value of the Stock on the date of grant (or more than the option  exercise price
per share,  if the Stock  Appreciation  Right was granted in tandem with a Stock
Option)  multiplied  by the number of shares of Stock with  respect to which the
Stock  Appreciation  Right  shall have been  exercised,  with the  Administrator
having the right to determine the form of payment.

     (b) GRANT AND EXERCISE OF STOCK  APPRECIATION  RIGHTS.  Stock  Appreciation
Rights may be granted by the  Administrator in tandem with, or independently of,
any Stock  Option  granted  pursuant to Section 5 of the Plan.  In the case of a
Stock  Appreciation  Right granted in tandem with a Non-Qualified  Stock Option,
such Stock  Appreciation Right may be granted either at or after the time of the
grant of such  Option.  In the case of a Stock  Appreciation  Right  granted  in
tandem with an Incentive  Stock  Option,  such Stock  Appreciation  Right may be
granted only at the time of the grant of the Option.

     A Stock  Appreciation Right or applicable portion thereof granted in tandem
with a Stock  Option  shall  terminate  and no  longer be  exercisable  upon the
termination or exercise of the related Option.

     (c) TERMS AND CONDITIONS OF STOCK APPRECIATION  RIGHTS.  Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Administrator, subject to the following:

          (i) Stock Appreciation  Rights granted in tandem with Options shall be
     exercisable  at such time or times and to the extent that the related Stock
     Options shall be exercisable.

          (ii) Upon  exercise  of a Stock  Appreciation  Right,  the  applicable
     portion of any related Option shall be surrendered.

          (iii) All Stock  Appreciation  Rights shall be exercisable  during the
     participant's  lifetime only by the participant or the participant's  legal
     representative.
<PAGE>
SECTION 7. RESTRICTED STOCK AWARDS
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     (a) NATURE OF RESTRICTED STOCK AWARDS. A Restricted Stock Award is an Award
entitling the recipient to acquire,  at par value or such other  purchase  price
determined by the  Administrator,  shares of Stock subject to such  restrictions
and  conditions  as the  Administrator  may  determine  at  the  time  of  grant
("Restricted Stock"). Conditions may be based on continuing employment (or other
business  relationship) and/or achievement of pre-established  performance goals
and objectives.

     (b) RIGHTS AS A STOCKHOLDER. Upon execution of a written instrument setting
forth the Restricted Stock Award and payment of any applicable purchase price, a
participant shall have the rights of a stockholder with respect to the voting of
the  Restricted  Stock,  subject to such  conditions  contained  in the  written
instrument evidencing the Restricted Stock Award. Unless the Administrator shall
otherwise determine,  certificates  evidencing the Restricted Stock shall remain
in the  possession  of the  Company  until  such  Restricted  Stock is vested as
provided in Section 7(d) below.

     (c) RESTRICTIONS.  Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise  encumbered or disposed of except as specifically  provided
herein or in the written instrument  evidencing the Restricted Stock Award. If a
participant's  employment (or other business  relationship) with the Company and
its Subsidiaries  terminates for any reason, the Company shall have the right to
repurchase  Restricted Stock that has not vested at its purchase price, from the
participant or the participant's legal representative.

     (d) VESTING OF RESTRICTED  STOCK.  The  Administrator  at the time of grant
shall  specify  the date or  dates  and/or  the  attainment  of  pre-established
performance   goals,    objectives   and   other   conditions   on   which   the
non-transferability   of  the  Restricted  Stock  and  the  Company's  right  of
repurchase  or forfeiture  shall lapse.  Subsequent to such date or dates and/or
the attainment of such pre-established  performance goals,  objectives and other
conditions,  the shares on which all restrictions have lapsed shall no longer be
Restricted  Stock and  shall be deemed  "vested."  Except  as may  otherwise  be
provided by the Administrator at any time, a participant's  rights in any shares
of Restricted Stock that have not vested shall automatically  terminate upon the
participant's  termination of employment (or other business  relationship)  with
the Company and its  Subsidiaries  and such shares shall be  repurchased  by the
Company.

     (e) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS.  The written instrument
evidencing  the  Restricted  Stock  Award may  require or permit  the  immediate
payment,  waiver,  deferral or  investment of dividends  paid on the  Restricted
Stock.

SECTION 8. UNRESTRICTED STOCK AWARDS
------------------------------------

     (a) GRANT OR SALE OF UNRESTRICTED STOCK. The Administrator may, in its sole
discretion,  grant (or sell at a purchase price determined by the Administrator)
an  Unrestricted  Stock  Award  to  any  participant   pursuant  to  which  such
participant may receive shares of Stock free of any restrictions  ("Unrestricted
Stock")  under the Plan.  Unrestricted  Stock  Awards  may be granted or sold as
described in the  preceding  sentence in respect of past services or other valid
consideration, or in lieu of cash compensation due to such participant.

     (b) ELECTIONS TO RECEIVE  UNRESTRICTED STOCK IN LIEU OF COMPENSATION.  With
the consent of the  Administrator,  a  participant  may,  pursuant to an advance
written  election  delivered to the Company no later than the date  specified by
the Administrator,  receive a portion of the cash compensation  otherwise due to
such participant in the form of shares of Unrestricted Stock either currently or
on a deferred basis.

     (c) RESTRICTIONS ON TRANSFERS.  The right to receive shares of Unrestricted
Stock on a deferred  basis may not be sold,  assigned,  transferred,  pledged or
otherwise   encumbered,   other  than  by  will  or  the  laws  of  descent  and
distribution.

SECTION 9. PERFORMANCE SHARE AWARDS
-----------------------------------

     (a) NATURE OF  PERFORMANCE  SHARE AWARDS.  A Performance  Share Award is an
Award  entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Administrator may make Performance Share Awards
independent  of or in connection  with the granting of any other Award under the
Plan. The  Administrator in its sole discretion  shall determine  whether and to
whom Performance Share Awards shall be made, the performance  goals, the periods
during  which  performance  is to be  measured,  and all other  limitations  and
conditions.
<PAGE>
     (b) RIGHTS AS A SHAREHOLDER.  A participant  receiving a Performance  Share
Award shall have the rights of a shareholder only as to shares actually received
by the participant  under the Plan and not with respect to shares subject to the
Award but not  actually  received by the  participant.  A  participant  shall be
entitled to receive a stock certificate  evidencing the acquisition of shares of
Stock under a Performance  Share Award only upon  satisfaction of all conditions
specified in the written  instrument  evidencing the Performance Share Award (or
in a performance plan adopted by the Administrator).

     (c) TERMINATION.  Except as may otherwise be provided by the  Administrator
at any time prior to termination of employment (or other business relationship),
a  participant's  rights in all  Performance  Share Awards  shall  automatically
terminate  upon  the  participant's   termination  of  employment  (or  business
relationship) with the Company and its Subsidiaries for any reason.

     (d) ACCELERATION,  WAIVER,  ETC.  At any time  prior to the  participant's
termination of employment (or other  business  relationship)  by the Company and
its Subsidiaries, the Administrator may in its sole discretion accelerate, waive
or,  subject  to Section  13,  amend any or all of the  goals,  restrictions  or
conditions applicable to a Performance Share Award.
<PAGE>
SECTION 10. DIVIDEND EQUIVALENT RIGHTS
--------------------------------------

     (a) DIVIDEND  EQUIVALENT  RIGHTS.  A Dividend  Equivalent Right is an Award
entitling the recipient to receive credits based on cash dividends that would be
paid on the shares of Stock specified in the Dividend Equivalent Right (or other
award to which it relates) if such shares were held by the recipient. A Dividend
Equivalent  Right may be granted  hereunder to any participant as a component of
another Award or as a freestanding  award.  The terms and conditions of Dividend
Equivalent Rights shall be specified in the grant. Dividend equivalents credited
to the holder of a Dividend  Equivalent  Right may be paid  currently  or may be
deemed to be  reinvested  in additional  shares of Stock,  which may  thereafter
accrue additional  equivalents.  Any such  reinvestment  shall be at Fair Market
Value on the date of  reinvestment or such other price as may then apply under a
dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent
Rights may be settled in cash or shares of Stock or a combination  thereof, in a
single  installment or  installments.  A Dividend  Equivalent Right granted as a
component of another Award may provide that such Dividend Equivalent Right shall
be settled upon exercise,  settlement,  or payment of, or lapse of  restrictions
on, such other award, and that such Dividend Equivalent Right shall expire or be
forfeited or annulled under the same  conditions as such other award. A Dividend
Equivalent  Right granted as a component of another Award may also contain terms
and conditions different from such other award.

     (b) INTEREST  EQUIVALENTS.  Any Award  under  this Plan that is settled in
whole or in part in cash on a  deferred  basis  may  provide  in the  grant  for
interest equivalents to be credited with respect to such cash payment.  Interest
equivalents  may be compounded  and shall be paid upon such terms and conditions
as may be specified by the grant.

SECTION 11. TAX WITHHOLDING
---------------------------

     (a) PAYMENT BY PARTICIPANT.  Each participant shall, no later than the date
as of which  the  value of an Award or of any  Stock or other  amounts  received
thereunder  first becomes  includable in the gross income of the participant for
Federal  income  tax  purposes,   pay  to  the  Company,  or  make  arrangements
satisfactory to the Administrator  regarding payment of, any Federal,  state, or
local  taxes of any kind  required by law to be  withheld  with  respect to such
income. The Company and its Subsidiaries  shall, to the extent permitted by law,
have the right to deduct any such taxes from any  payment of any kind  otherwise
due to the participant.
<PAGE>
     (b) PAYMENT  IN  STOCK.  Subject  to  approval  by  the  Administrator,  a
participant  may elect to have such tax  withholding  obligation  satisfied,  in
whole or in part,  by (i)  authorizing  the Company to  withhold  from shares of
Stock to be issued  pursuant to any Award a number of shares  with an  aggregate
Fair  Market  Value (as of the date the  withholding  is  effected)  that  would
satisfy the withholding  amount due, or (ii)  transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

SECTION 12. TRANSFER, LEAVE OF ABSENCE, ETC.
--------------------------------------------

     For  purposes  of the  Plan,  the  following  events  shall not be deemed a
termination of employment:

     (a) a transfer to the  employment  of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or

     (b) an approved leave of absence for military  service or sickness,  or for
any  other  purpose  approved  by  the  Company,  if  the  employee's  right  to
re-employment  is  guaranteed  either by a statute or by  contract  or under the
policy   pursuant  to  which  the  leave  of  absence  was  granted  or  if  the
Administrator otherwise so provides in writing.

SECTION 13. AMENDMENTS AND TERMINATION
--------------------------------------

     The  Board  may,  at any  time,  amend  or  discontinue  the  Plan  and the
Administrator  may, at any time,  amend or cancel any outstanding  Award for the
purpose of  satisfying  changes in law or for any other lawful  purpose,  but no
such action shall adversely  affect rights under any  outstanding  Award without
the holder's consent.  The  Administrator  may provide  substitute Awards at the
same or reduced exercise or purchase price or with no exercise or purchase price
in a manner not inconsistent with the terms of the Plan, but such price, if any,
must satisfy the  requirements  which would apply to the  substitute  or amended
Award if it were then  initially  granted  under this Plan,  but no such  action
shall adversely  affect rights under any outstanding  Award without the holder's
consent.  If and to the extent determined by the Administrator to be required by
the Code to ensure  that  Incentive  Stock  Options  granted  under the Plan are
qualified  under Section 422 of the Code or to ensure that  compensation  earned
under Stock Options and Stock Appreciation Rights qualifies as performance-based
compensation  under Section 162(m) of the Code, Plan amendments shall be subject
to  approval  by the  Company  stockholders  entitled  to vote at a  meeting  of
stockholders.

SECTION 14. STATUS OF PLAN
--------------------------

     With  respect to the portion of any Award that has not been  exercised  and
any  payments  in  cash,  Stock  or  other   consideration  not  received  by  a
participant,  a participant shall have no rights greater than those of a general
creditor of the  Company  unless the  Administrator  shall  otherwise  expressly
determine in connection with any Award or Awards.  In its sole  discretion,  the
Administrator may authorize the creation of trusts or other arrangements to meet
the  Company's  obligations  to deliver  Stock or make  payments with respect to
Awards  hereunder,   provided  that  the  existence  of  such  trusts  or  other
arrangements is consistent with the foregoing sentence.

SECTION 15. CHANGE OF CONTROL PROVISIONS
----------------------------------------

     Upon the occurrence of a Change of Control as defined in this Section 15:

     (a) Except as otherwise  provided in the applicable Award  agreement,  each
outstanding Stock Option and Stock Appreciation Right shall automatically become
fully exercisable.

     (b) Each  outstanding  Restricted  Stock Award and Performance  Share Award
shall be subject to such terms,  if any,  with respect to a Change of Control as
have been provided by the Administrator in connection with such Award.

     (c)  "Change  of  Control"  shall  mean  the  occurrence  of any one of the
following events:
<PAGE>
          (i) any "person," as such term is used in Sections  13(d) and 14(d) of
     the Act (other than the Company,  any of its Subsidiaries,  or any trustee,
     fiduciary or other person or entity holding  securities  under any employee
     benefit plan or trust of the Company or any of its Subsidiaries),  together
     with all  "affiliates"  and "associates" (as such terms are defined in Rule
     12b-2 under the Act) of such person,  shall become the  "beneficial  owner"
     (as such  term is  defined  in Rule  13d-3  under  the  Act),  directly  or
     indirectly,  of securities of the Company  representing  25% or more of the
     combined voting power of the Company's then outstanding  securities  having
     the  right to vote in an  election  of the  Company's  Board  of  Directors
     ("Voting  Securities")  (in  such  case  other  than  as  a  result  of  an
     acquisition of securities directly from the Company); or

          (ii) persons who, as of the Effective  Date,  constitute the Company's
     Board of  Directors  (the  "Incumbent  Directors")  cease  for any  reason,
     including,  without  limitation,  as a  result  of a  tender  offer,  proxy
     contest,  merger or similar transaction,  to constitute at least a majority
     of the Board,  provided that any person  becoming a director of the Company
     subsequent to the Effective  Date whose  election was approved by a vote of
     at least a majority of the  Incumbent  Directors  or whose  nomination  for
     election was approved by the  Nominating  Committee  comprised of Incumbent
     Directors  shall,  for purposes of this Plan,  be  considered  an Incumbent
     Director; or

          (iii)  the   stockholders   of  the  Company  shall  approve  (A)  any
     consolidation  or  merger  of the  Company  or  any  Subsidiary  where  the
     stockholders  of the Company,  immediately  prior to the  consolidation  or
     merger,   would  not,   immediately  after  the  consolidation  or  merger,
     beneficially  own (as such term is defined  in Rule  13d-3  under the Act),
     directly or indirectly, shares representing in the aggregate 50% or more of
     the voting  shares of the  corporation  issuing cash or  securities  in the
     consolidation  or merger (or of its ultimate parent  corporation,  if any),
     (B) any sale,  lease,  exchange or other transfer (in one  transaction or a
     series of  transactions  contemplated  or arranged by any party as a single
     plan) of all or  substantially  all of the assets of the Company or (C) any
     plan or proposal for the liquidation or dissolution of the Company.

     Notwithstanding the foregoing, a "Change of Control" shall not be deemed to
have occurred for purposes of the  foregoing  clause (i) solely as the result of
an  acquisition  of securities by the Company  which,  by reducing the number of
shares of Voting Securities  outstanding,  increases the proportionate number of
shares of Voting Securities  beneficially  owned by any person to 25% or more of
the combined voting power of all then outstanding Voting  Securities;  provided,
however, that if any person referred to in this sentence shall thereafter become
the beneficial owner of any additional  shares of Voting  Securities (other than
pursuant to a stock split, stock dividend, or similar transaction or as a result
of an  acquisition of securities  directly from the Company),  then a "Change of
Control"  shall be deemed to have occurred for purposes of the foregoing  clause
(i).

SECTION 16. GENERAL PROVISIONS
------------------------------

     (a) NO DISTRIBUTION;  COMPLIANCE WITH LEGAL REQUIREMENTS. The Administrator
may require each person acquiring Stock pursuant to an Award to represent to and
agree with the  Company  in writing  that such  person is  acquiring  the shares
without a view to distribution thereof.

     No  shares  of Stock  shall  be  issued  pursuant  to an  Award  until  all
applicable  securities  law and  other  legal  and  stock  exchange  or  similar
requirements  have been satisfied.  The Administrator may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards as
it deems appropriate.

     (b) DELIVERY OF STOCK  CERTIFICATES.  Stock  certificates  to  participants
under this Plan shall be deemed delivered for all purposes when the Company or a
stock transfer agent of the Company shall have mailed such  certificates  in the
United States mail,  addressed to the  participant,  at the  participant's  last
known address on file with the Company.

     (c) OTHER  COMPENSATION   ARRANGEMENTS;   NO  EMPLOYMENT  RIGHTS.  Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally  applicable or applicable only in specific cases. The adoption of this
Plan and the  grant of  Awards  do not  confer  upon any  employee  any right to
continued employment with the Company or any Subsidiary.
<PAGE>
SECTION 17. EFFECTIVE DATE OF PLAN
----------------------------------

     This Plan shall become effective upon approval by the holders of a majority
of the votes cast at a meeting  of  stockholders  at which a quorum is  present.
Subject to such  approval by the  stockholders  and to the  requirement  that no
Stock may be issued  hereunder  prior to such approval,  Stock Options and other
Awards may be granted hereunder on and after adoption of this Plan by the Board.

SECTION 18. GOVERNING LAW
-------------------------

         This Plan shall be governed by  Massachusetts  law except to the extent
such law is preempted by federal law.


DATE APPROVED BY BOARD OF DIRECTORS:    May 22, 1997


DATE APPROVED BY STOCKHOLDERS:          July 1, 1997