EXHIBIT 10.2

                                   SPYGLASS, INC.


                        1995 STOCK INCENTIVE PLAN, AS AMENDED


          1.   Purpose

               The purpose of this 1995  Stock Incentive Plan (the  "Plan")
          of Spyglass, Inc., a Delaware corporation (the "Company"), is  to
          advance the interests of the Company by enhancing its ability  to
          attract and retain key employees, consultants and others who  are
          in a position to  contribute to the  Company's future growth  and
          success.

          2.   Definitions

               "Award"  means   any  Option,   Stock  Appreciation   Right,
          Performance  Shares,  Restricted  Stock  or  Unrestricted   Stock
          awarded under the Plan.

               "Board" means the Board of Directors of the Company.

               "Code" means the Internal Revenue  Code of 1986, as  amended
          from time to time.

               "Committee" means a committee of  not less than two  members
          of the  Board appointed  by the  Board  to administer  the  Plan,
          provided that if and  when the Common  Stock is registered  under
          Section 12  of the  Exchange Act,  each member  of the  Committee
          shall be a  "Non-Employee Director"  within the  meaning of  Rule
          16b-3 under the Exchange Act ("Rule 16b-3").

               "Common Stock" means  the Common Stock,  $.01 par value  per
          share, of the Company.

               "Company" means Spyglass, Inc. and, except where the context
          otherwise  requires,  all  present  and  future  subsidiaries  of
          Spyglass, Inc. as defined in Section 424(f) of the Code.

               "Designated Beneficiary" means the beneficiary designated by
          a Participant, in a  manner determined by  the Board, to  receive
          amounts due or exercise rights of the Participant in the event of
          the  Participant's  death.    In  the  absence  of  an  effective
          designation by a Participant,  Designated Beneficiary shall  mean
          the Participant's estate.

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

               "Fair Market Value" means, with  respect to Common Stock  or
          any other property,  the fair market  value of  such property  as
          determined  by  the  Board  in  good  faith  or  in  the   manner
          established by the Board from time to time.
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               "Incentive Stock Option" means an option to purchase  shares
          of Common Stock awarded to a Participant under Section 6 which is
          intended to meet the requirements of  Section 422 of the Code  or
          any successor provision.

               "Nonstatutory Stock  Option"  means an  option  to  purchase
          shares of Common Stock awarded to  a Participant under Section  6
          which is not intended to be an Incentive Stock Option.

               "Option" means an Incentive  Stock Option or a  Nonstatutory
          Stock Option.

               "Participant" means  a  person  selected  by  the  Board  to
          receive an Award under the Plan.

               "Performance Shares" mean shares  of Common Stock which  may
          be earned by the achievement of performance goals established for
          a Participant under Section 8.

               "Reporting Person" means a person  subject to Section 16  of
          the Exchange Act or any successor provision.

               "Restricted Period" means the period of time selected by the
          Board during which shares subject to a Restricted Stock Award may
          be repurchased by or forfeited to the Company.

               "Restricted Stock" means shares of Common Stock awarded to a
          Participant under Section 9.

               "Stock Appreciation Right" or "SAR" means a right to receive
          any excess in Fair  Market Value of shares  of Common Stock  over
          the exercise price awarded to a Participant under Section 7.

               "Unrestricted Stock" means shares of Common Stock awarded to
          a Participant under Section 9(c).

          3.   Administration

               The Plan will be administered by the Board.  The Board shall
          have authority to make Awards and to adopt, amend and repeal such
          administrative rules, guidelines  and practices  relating to  the
          Plan as  it  shall deem  advisable  from  time to  time,  and  to
          interpret the  provisions of  the Plan.   The  Board's  decisions
          shall be final  and binding.   No member  of the  Board shall  be
          liable for any action or determination relating to the Plan  made
          in good faith.   To the extent permitted  by applicable law,  the
          Board may  delegate to  one or  more  executive officers  of  the
          Company the  power to  make Awards  to Participants  who are  not
          Reporting Persons  and all  determinations  under the  Plan  with
          respect thereto, provided  that the Board  shall fix the  maximum
          amount of such Awards to be made by such executive officers and a
          maximum amount for any one Participant.  To the extent  permitted
          by  applicable  law,  the  Board  may  appoint  a  Committee   to
          administer the Plan  and, in such  event, all  references to  the
          Board in the Plan  shall mean such Committee  or the Board.   All
          decisions by  the Board  or the  Committee pursuant  to the  Plan
          shall be final and binding on all persons having or claiming  any
          interest in the Plan or in any Award.
 <PAGE>
          4.   Eligibility

               All  of  the   Company's  employees,  officers,   directors,
          consultants and advisors  who are expected  to contribute to  the
          Company's future growth and success, other than persons who  have
          irrevocably elected  not  to  be eligible,  are  eligible  to  be
          Participants in the Plan.  Incentive Stock Options may be awarded
          only to persons eligible to receive Incentive Stock Options under
          the Code.

          5.   Stock Available for Awards

               (a)  Subject  to  adjustment  under  subsection  (b)  below,
          Awards may be made under the  Plan for up to 3,300,000 shares  of
          Common Stock.  If any Award in respect of shares of Common  Stock
          expires or  is terminated  unexercised or  is forfeited  for  any
          reason or  settled  in a  manner  that results  in  fewer  shares
          outstanding than were  initially awarded, the  shares subject  to
          such Award or so surrendered, as  the case may be, to the  extent
          of such expiration,  termination, forfeiture  or decrease,  shall
          again be available for award under the Plan, subject, however, in
          the case of Incentive Stock  Options, to any limitation  required
          under the Code and provided  that shares made available  pursuant
          to this  sentence  shall be  available  for Awards  to  Reporting
          Persons only to the  extent consistent with  Rule 16b-3.   Shares
          issued under  the  Plan  may  consist in  whole  or  in  part  of
          authorized but unissued shares or treasury shares.

               (b)  In the event  that the Board,  in its sole  discretion,
          determines that any stock dividend, extraordinary cash  dividend,
          recapitalization,    reorganization,    merger,    consolidation,
          split-up, spin-off,  combination  or  other  similar  transaction
          affects the Common Stock such that  an adjustment is required  in
          order to preserve the benefits or potential benefits intended  to
          be made available under the Plan, then the Board, subject, in the
          case of Incentive Stock Options, to any limitation required under
          the Code, shall equitably adjust any or all of (i) the number and
          kind of shares in respect of  which Awards may be made under  the
          Plan, (ii) the number and kind  of shares subject to  outstanding
          Awards, and (iii) the award, exercise or conversion price with
          respect to any of the  foregoing, and if considered  appropriate,
          the Board may make provision for  a cash payment with respect  to
          an outstanding Award, provided that the number of shares  subject
          to any Award shall always be a whole number.

               (c)  The  Board  may   grant  Awards  under   the  Plan   in
          substitution for stock and stock  based awards held by  employees
          of another corporation who  concurrently become employees of  the
          Company as a result of a merger or consolidation of the employing
          corporation with the Company (or a subsidiary of the Company)  or
          the acquisition by the Company (or  a subsidiary of the  Company)
          of  property  or  stock  of  the  employing  corporation.     The
          substitute Awards shall be granted  on such terms and  conditions
          as the Board considers appropriate in the circumstances.
 <PAGE>
               (d)  Subject to adjustment under  Section 5(b), the  maximum
          number of shares with respect to which an Award may be granted to
          any employee under the Plan shall not exceed 150,000 per calendar
          year.  For purposes  of calculating such  maximum number, (a)  an
          Award shall continue to be treated as outstanding notwithstanding
          its repricing, cancellation or  expiration and (b) the  repricing
          of  an  outstanding  Award  or  issuance   of  a  new  Award   in
          substitution for a cancelled Award shall be deemed to  constitute
          the grant of a  new additional Award  separate from the  original
          grant of the Award that is repriced or cancelled.

          6.   Stock Options

               (a)  General

                    (i)  Subject to the provisions  of the Plan, the  Board
          may award Incentive Stock Options and Nonstatutory Stock Options,
          and determine the number of shares of Common Stock to be  covered
          by  each  Option,  the  option  price  of  such  Option  and  the
          conditions and  limitations applicable  to the  exercise of  such
          Option.   The terms  and conditions  of Incentive  Stock  Options
          shall be subject to and comply  with Section 422 of the Code,  or
          any successor provision, and any regulations thereunder.

                    (ii)     The  Board shall establish the exercise  price
          at the time  each Option is  awarded.  In  the case of  Incentive
          Stock Options, such price shall not be less than 100% of the Fair
          Market Value of the Common Stock on the date of award.

                    (iii)     Each Option  shall  be  exercisable  at  such
          times and subject to such terms  and conditions as the Board  may
          specify in the  applicable Award or  thereafter.   The Board  may
          impose such conditions with respect  to the exercise of  Options,
          including conditions  relating  to applicable  federal  or  state
          securities laws, as it considers necessary or advisable.

                    (iv) Options granted under the Plan may provide for the
          payment of the exercise price by delivery of cash or check in  an
          amount equal to  the exercise price  of such Options  or, to  the
          extent permitted  by the  Board  at or  after  the award  of  the
          Option, by (A) delivery  of shares of Common  Stock owned by  the
          optionee for at least  six months (or such  shorter period as  is
          approved by the Board),  valued at their  Fair Market Value,  (B)
          delivery of a promissory note of  the optionee to the Company  on
          terms determined by  the Board,  (C) delivery  of an  irrevocable
          undertaking by  a  broker  to deliver  promptly  to  the  Company
          sufficient funds  to  pay  the  exercise  price  or  delivery  of
          irrevocable instructions to a broker  to deliver promptly to  the
          Company cash or a check sufficient to pay the exercise price, (D)
          payment of  such  other lawful  consideration  as the  Board  may
          determine, or (E) any combination of the
          foregoing.

                    (v)  The Board may provide  for the automatic award  of
          an Option upon the delivery of  shares to the Company in  payment
          of the exercise price of an Option for up to the number of shares
          so delivered.

                    (vi) The Board may at any  time accelerate the time  at
          which all or any part of an Option may be exercised.
<PAGE>
               (b)  Incentive Stock Options

                    Options granted under the Plan which are intended to be
          Incentive  Stock  Options  shall  be  subject  to  the  following
          additional terms and conditions:

                    (i)  All Incentive Stock Options granted under the Plan
          shall, at the time of grant,  be specifically designated as  such
          in the option agreement covering  such Incentive Stock Options.  
          The Option exercise period  shall not exceed  ten years from  the
          date of grant.

                    (ii) If any employee to whom an Incentive Stock  Option
          is to be granted under the Plan is,  at the time of the grant  of
          such option, the owner of stock  possessing more than 10% of  the
          total combined  voting  power of  all  classes of  stock  of  the
          Company (after  taking  into  account the  attribution  of  stock
          ownership rule  of Section  424(b) and  of  the Code),  then  the
          following special provisions shall be applicable to the Incentive
          Stock Option granted to such individual:

                         (x)  The purchase price  per share  of the  Common
               Stock subject to  such Incentive Stock  Option shall not  be
               less than 110%  of the  Fair Market  Value of  one share  of
               Common Stock at the time of grant; and

                         (y)  The option exercise  period shall not  exceed
               five years from the date of grant.

                    (iii)     For so  long as  the Code  shall so  provide,
          options granted to  any employee under  the Plan  (and any  other
          incentive stock option plans of  the Company) which are  intended
          to  constitute  Incentive  Stock  Options  shall  not  constitute
          Incentive Stock Options to the extent  that such options, in  the
          aggregate, become  exercisable  for the  first  time in  any  one
          calendar year for shares of Common  Stock with an aggregate  Fair
          Market Value (determined as  of the respective  date or dates  of
          grant) of more than $100,000.

                    (iv) No Incentive Stock Option may be exercised unless,
          at the time of  such exercise, the Participant  is, and has  been
          continuously since  the  date of  grant  of his  or  her  Option,
          employed by the Company, except that:

                         (x)  an Incentive  Stock Option  may be  exercised
               within the  period  of  three  months  after  the  date  the
               Participant ceases  to be  an employee  of the  Company  (or
               within such  lesser  period  as  may  be  specified  in  the
               applicable option agreement),  provided, that the  agreement
               with respect to such Option may designate a longer  exercise
               period and that the  exercise after such three-month  period
               shall be treated  as the  exercise of  a Nonstatutory  Stock
               Option under the Plan;
<PAGE>
                         (y)  if the Participant dies  while in the  employ
               of the Company, or within three months after the Participant
               ceases to be  such an employee,  the Incentive Stock  Option
               may be exercised by the Participant's Designated Beneficiary
               within the period of  one year after the  date of death  (or
               within such  lesser  period  as  may  be  specified  in  the
               applicable Option agreement); and

                         (z)  if the Participant  becomes disabled  (within
               the meaning of Section 22(e)(3) of the Code or any successor
               provision thereto) while in the  employ of the Company,  the
               Incentive Stock Option may be exercised within the period of
               one year  after the  date of  death (or  within such  lesser
               period  as  may  be  specified  in  the  applicable   Option
               agreement).

          For all purposes of  the Plan and  any Option granted  hereunder,
          "employment" shall be defined  in accordance with the  provisions
          of Section  1.421-7(h)  of the  Income  Tax Regulations  (or  any
          successor   regulations).      Notwithstanding   the    foregoing
          provisions, no Incentive Stock Option may be exercised after  its
          expiration date.

                    (v)  Incentive Stock Options shall not be assignable or
          transferable by  the  person to  whom  they are  granted,  either
          voluntarily or by operation of law, except by will or the laws of
          descent and distribution, and, during  the life of the  optionee,
          shall be exercisable only by the optionee.

          7.   Stock Appreciation Rights

               (a)  The  Board  may  grant  SARs  entitling  recipients  on
          exercise of the SAR to receive an amount, in cash or Common Stock
          or a  combination thereof  (such form  to  be determined  by  the
          Board),  determined  in  whole  or   in  part  by  reference   to
          appreciation in the Fair Market Value of the Common Stock between
          the date of the Award and the exercise of the Award.  A SAR shall
          entitle the Participant to receive, with respect to each share of
          Common Stock as to which the SAR is exercised, the excess of  the
          share's Fair Market Value on the  date of exercise over its  Fair
          Market Value on the date the SAR was granted.  The Board may also
          grant SARs that provide  that, following a  change in control  of
          the Company (as defined by the  Board at the time of the  Award),
          the holder of such SAR will be entitled to receive, with  respect
          to each share of Common Stock subject to the SAR, an amount equal
          to the excess of a specified value (which may include an  average
          of values) for a share of Common Stock during a period  preceding
          such change in control over the  Fair Market Value of a share  of
          Common Stock on the date the SAR was granted.

               (b)  SARs may be  granted in tandem  with, or  independently
          of, Options granted under the Plan.  A SAR granted in tandem with
          an Option which is not an  Incentive Stock Option may be  granted
          either at or after the time the Option is granted.  A SAR granted
          in tandem with an Incentive Stock  Option may be granted only  at
          the time the Option is granted.

               (c)  When SARs  are  granted  in tandem  with  Options,  the
          following provisions will apply:
<PAGE>
                    (i)  The SAR will be exercisable  only at such time  or
          times, and to the extent, that the related Option is  exercisable
          and will be exercisable in accordance with the procedure required
          for exercise of the related Option.

                    (ii) The  SAR   will  terminate   and  no   longer   be
          exercisable upon  the  termination  or exercise  of  the  related
          Option, except that a SAR granted  with respect to less than  the
          full number of shares  covered by an Option  will not be  reduced
          until the number  of shares as  to which the  related Option  has
          been exercised or has terminated exceeds the number of shares not
          covered by the SAR.

                    (iii)     The Option will  terminate and  no longer  be
          exercisable upon the exercise of the related SAR.

                    (iv) The SAR will be transferable only with the related
          Option.

                    (v)  A SAR granted  in tandem with  an Incentive  Stock
          Option may be exercised only when the market price of the  Common
          Stock subject to the  Option exceeds the  exercise price of  such
          Option.

               (d)  A SAR not granted in tandem with an Option will  become
          exercisable at such time or times, and on such conditions, as the
          Board may specify.

               (e)  The Board may at any time accelerate the time at  which
          all or any part of the SAR may be exercised.

          8.   Performance Shares

               (a)  The Board may make  Performance Share Awards  entitling
          recipients to acquire shares of Common Stock upon the  attainment
          of specified performance goals.   The Board may make  Performance
          Share Awards independent of or in connection with the granting of
          any other Award under the Plan.  The Board in its sole discretion
          shall determine the performance goals applicable under each  such
          Award, the periods  during which performance  is to be  measured,
          and all  other  limitations  and  conditions  applicable  to  the
          awarded Performance Shares; provided, however, that the Board may
          rely on the performance goals  and other standards applicable  to
          other performance plans of the  Company in setting the  standards
          for Performance Share Awards under the Plan.

               (b)  Performance Share Awards and all rights with respect to
          such Awards may  not be sold,  assigned, transferred, pledged  or
          otherwise encumbered.

               (c)  A Participant receiving a Performance Share Award shall
          have the  rights of  a stockholder  only  as to  shares  actually
          received by the Participant under the  Plan and not with  respect
          to shares subject to  an Award but not  actually received by  the
          Participant.  A Participant shall be entitled to receive a  stock
          certificate evidencing the acquisition of shares of Common  Stock
          under a Performance  Share Award  only upon  satisfaction of  all
          conditions specified in the agreement evidencing the  Performance
          Share Award.
<PAGE>
               (d)  The Board may at  any time accelerate  or waive any  or
          all of the  goals, restrictions or  conditions imposed under  any
          Performance Share Award.

          9.   Restricted and Unrestricted Stock

               (a)  The Board may grant  Restricted Stock Awards  entitling
          recipients to  acquire shares  of Common  Stock, subject  to  the
          right of the Company to repurchase all or part of such shares  at
          their purchase price (or to require forfeiture of such shares  if
          purchased at  no  cost) from  the  recipient in  the  event  that
          conditions specified by the Board in the applicable Award are not
          satisfied prior to the end of the applicable Restricted Period or
          Restricted Periods  established by  the Board  for such  Award.  
          Conditions  for  repurchase  (or  forfeiture)  may  be  based  on
          continuing   employment    or   service    or   achievement    of
          pre-established performance or other goals and objectives.

               (b)  Shares of Restricted Stock  may not be sold,  assigned,
          transferred, pledged or otherwise encumbered, except as permitted
          by the Board, during the applicable Restricted Period.  Shares of
          Restricted Stock shall be evidenced in  such manner as the  Board
          may determine.  Any certificates issued  in respect of shares  of
          Restricted  Stock  shall  be  registered  in  the  name  of   the
          Participant  and,  unless  otherwise  determined  by  the  Board,
          deposited  by  the  Participant,  together  with  a  stock  power
          endorsed in blank, with  the Company (or its  designee).  At  the
          expiration  of  the  Restricted  Period,  the  Company  (or  such
          designee) shall deliver such  certificates to the Participant  or
          if the  Participant has  died,  to the  Participant's  Designated
          Beneficiary.

               (c)  The Board may, in its  sole discretion, grant (or  sell
          at a purchase price determined by  the Board, which shall not  be
          lower than  85% of  Fair Market  Value on  the date  of sale)  to
          Participants shares  of Common  Stock  free of  any  restrictions
          under the Plan ("Unrestricted Stock").

               (d)  The purchase price for  each share of Restricted  Stock
          and Unrestricted  Stock  shall  be determined  by  the  Board  of
          Directors and may not  be less than the  par value of the  Common
          Stock.   Such purchase  price may  be paid  in the  form of  past
          services or such other lawful  consideration as is determined  by
          the Board.

               (e)  The Board may at any time accelerate the expiration  of
          the Restricted  Period  applicable  to all,  or  any  particular,
          outstanding shares of Restricted Stock.

          10.  General Provisions Applicable to Awards

               (a)  Applicability of Rule 16b-3.   Those provisions of  the
          Plan which make an express reference to Rule 16b-3 shall apply to
          the Company only at  such time as the  Company's Common Stock  is
          registered under the  Exchange Act, or  any successor  provision,
          and then only to Reporting Persons.
<PAGE>
               (b)  Reporting  Person  Limitations.    Notwithstanding  any
          other provision of the  Plan, to the  extent required to  qualify
          for the exemption provided  by Rule 16b-3,  (i) any Option,  SAR,
          Performance Share  Award or  other similar  right related  to  an
          equity security issued under the Plan to a Reporting Person shall
          not be transferable other than by will or the laws of descent and
          distribution or pursuant to a qualified domestic relations  order
          as defined by  the Code  or Title  I or  the Employee  Retirement
          Income Security Act ("ERISA"), or the rules thereunder, and shall
          be exercisable  during the  Participant's  lifetime only  by  the
          Participant   or    the   Participant's    guardian   or    legal
          representative, and (ii) the selection of a Reporting Person as a
          Participant and the terms of his or her Award shall be determined
          only in accordance with the applicable provisions of Rule 16b-3.

               (c)  Documentation.   Each Award  under  the Plan  shall  be
          evidenced  by  an   instrument  delivered   to  the   Participant
          specifying the terms and  conditions thereof and containing  such
          other terms and conditions  not inconsistent with the  provisions
          of the Plan as the Board considers necessary or advisable.   Such
          instruments may be in  the form of agreements  to be executed  by
          both the Company and the Participant, or certificates, letters or
          similar documents, acceptance of which will evidence agreement to
          the terms thereof and of this Plan.

               (d)  Board Discretion.  Except as otherwise provided by  the
          Plan, each type of Award may be made alone, in addition to or  in
          relation to any other type of Award.   The terms of each type  of
          Award need  not  be  identical, and  the  Board  need  not  treat
          Participants uniformly.  Except as otherwise provided by the Plan
          or a particular Award, any determination with respect to an Award
          may be made  by the Board  at the time  of award or  at any  time
          thereafter.

               (e)  Termination of Status.   Subject to  the provisions  of
          Section 6(b)(iv), the Committee shall determine the effect on  an
          Award of the disability,  death, retirement, authorized leave  of
          absence or other termination of employment  or other status of  a
          Participant and the extent to which, and the period during which,
          the Participant's  legal representative,  guardian or  Designated
          Beneficiary may exercise rights under such Award.

               (f)  Mergers, Etc.  In the event of a consolidation,  merger
          or other reorganization in which all of the outstanding shares of
          Common Stock are exchanged for securities, cash or other property
          of any other corporation or business entity (an "Acquisition") or
          in the  event of  a  liquidation of  the  Company, the  Board  of
          Directors of  the  Company, 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 substantially equivalent Awards shall be substituted,
          by the  acquiring  or  succeeding corporation  (or  an  affiliate
          thereof) on such terms as the Board determines to be appropriate,
          (ii) upon  written  notice  to  Participants,  provide  that  all
          unexercised Options or SARs  will terminate immediately prior  to
          the consummation  of such  transaction  unless exercised  by  the
          Participant within a specified period following the date of  such
          notice, (iii) in the event of  an Acquisition under the terms  of
<PAGE>
          which holders of  the Common Stock  of the  Company will  receive
          upon  consummation  thereof  a   cash  payment  for  each   share
          surrendered in the Acquisition (the "Acquisition Price"), make or
          provide  for  a  cash  payment  to  Participants  equal  to   the
          difference between (A) the Acquisition Price times the number  of
          shares of Common Stock subject to outstanding Options or SARs (to
          the extent  then  exercisable at  prices  not in  excess  of  the
          Acquisition Price) and  (B) the aggregate  exercise price of  all
          such outstanding Options or SARs in exchange for the  termination
          of such  Options and  SARs,  and (iv)  provide  that all  or  any
          outstanding Awards shall become exercisable or realizable in full
          prior to the effective date of such Acquisition.

               (g)  Withholding.  The Participant shall pay to the Company,
          or make provision satisfactory to the  Board for payment of,  any
          taxes required by law to be  withheld in respect of Awards  under
          the Plan no  later than the  date of the  event creating the  tax
          liability.   In  the  Board's discretion,  and  subject  to  such
          conditions as the Board may  establish, such tax obligations  may
          be paid in whole or in part in shares of Common Stock,  including
          shares retained  from  the  Award creating  the  tax  obligation,
          valued at  their Fair  Market Value.   The  Company may,  to  the
          extent permitted by law, deduct any such tax obligations from any
          payment of any kind otherwise due to the Participant.

               (h)  Foreign Nationals.  Awards may be made to  Participants
          who are foreign nationals or  employed outside the United  States
          on such terms  and conditions different  from those specified  in
          the Plan as the Board considers necessary or advisable to achieve
          the purposes of the Plan or comply with applicable laws.

               (i)  Amendment of Award.   The  Board may  amend, modify  or
          terminate any outstanding Award, including substituting  therefor
          another Award of the same or a different type, changing the  date
          of exercise  or realization  and  converting an  Incentive  Stock
          Option  to  a  Nonstatutory  Stock  Option,  provided  that   the
          Participant's consent to such action shall be required unless the
          Board determines that the action, taking into account any related
          action,  would   not   materially  and   adversely   affect   the
          Participant.

               (j)  Cancellation and New  Grant of Options.   The Board  of
          Directors shall have  the authority to  effect, at  any time  and
          from time to time,  with the consent  of the affected  optionees,
          (i) the cancellation of any or all outstanding Options under  the
          Plan and the grant in substitution therefor of new Options  under
          the Plan  covering the  same or  different numbers  of shares  of
          Common Stock and having an option exercise price per share  which
          may be lower or higher than  the exercise price per share of  the
          cancelled Options or (ii) the amendment  of the terms of any  and
          all outstanding  Options  under the  Plan  to provide  an  option
          exercise price per share which is  higher or lower than the  then
          current exercise price per share of such outstanding Options.
<PAGE>
               (k)  Conditions on Delivery of Stock.  The Company will  not
          be obligated to deliver  any shares of  Common Stock pursuant  to
          the  Plan  or  to  remove  restrictions  from  shares  previously
          delivered under the Plan  (i) until all  conditions of the  Award
          have been satisfied or removed, (ii) until, in the opinion of the
          Company's counsel,  all applicable  federal  and state  laws  and
          regulations have  been complied  with, (iii)  if the  outstanding
          Common Stock is at the time  listed on any stock exchange,  until
          the shares to be delivered have  been listed or authorized to  be
          listed on  such  exchange  upon  official  notice  of  notice  of
          issuance, and (iv)  until all other  legal matters in  connection
          with the issuance and delivery of such shares have been  approved
          by the Company's counsel.   If the sale  of Common Stock has  not
          been registered under the Securities Act of 1933, as amended, the
          Company may require,  as a condition  to exercise  of the  Award,
          such representations or  agreements as the  Company may  consider
          appropriate to avoid violation of such  Act and may require  that
          the certificates evidencing such Common Stock bear an appropriate
          legend restricting transfer.

          11.  Miscellaneous

               (a)  No Right  To Employment  or Other  Status.   No  person
          shall have any  claim or right  to be granted  an Award, and  the
          grant of an Award shall not be construed as giving a  Participant
          the right to continued  employment or service  for the Company.  
          The Company expressly reserves the right at any time to dismiss a
          Participant free  from any  liability or  claim under  the  Plan,
          except as expressly provided in the applicable Award.

               (b)  No Rights As Stockholder.  Subject to the provisions of
          the applicable Award,  no Participant  or Designated  Beneficiary
          shall have any rights as a stockholder with respect to any shares
          of Common Stock to be distributed under the Plan until he or  she
          becomes the record holder thereof.

               (c)  Exclusion  from  Benefit  Computations.    No   amounts
          payable upon exercise of Awards granted  under the Plan shall  be
          considered salary,  wages  or compensation  to  Participants  for
          purposes of determining  the amount  or nature  of benefits  that
          Participants are entitled to  under any insurance, retirement  or
          other benefit plans or programs of the Company.

               (d)  Effective  Date  and  Term.    The  Plan  shall  become
          effective upon  the  closing  of  the  Company's  initial  public
          offering.  No Award granted under the Plan shall become effective
          until  the  Plan  shall  have  been  approved  by  the  Company's
          stockholders.   If  such  stockholder approval  is  not  obtained
          within twelve months after  the date of  the Board's adoption  of
          the Plan, no Options previously granted  under the Plan shall  be
          deemed to  be  Incentive Stock  Options  and no  Incentive  Stock
          Options shall be granted thereafter.  No Award may be made  under
          the Plan after  May 7, 2005,  but Awards  previously granted  may
          extend beyond that date.
<PAGE>
               (e)  Amendment of Plan.   The  Board may  amend, suspend  or
          terminate the Plan or any portion  thereof at any time,  provided
          that no amendment shall be  made without stockholder approval  if
          such approval is necessary to comply  with any applicable tax  or
          regulatory  requirement.     Amendments   requiring   stockholder
          approval shall  become effective  when adopted  by the  Board  of
          Directors, but no Incentive Stock  Option granted after the  date
          of such amendment  shall become exercisable  (to the extent  that
          such amendment to the Plan was required to enable the Company  to
          grant such Incentive  Stock Option to  a particular  Participant)
          unless and until such amendment shall  have been approved by  the
          Company's stockholders.   If  such  stockholder approval  is  not
          obtained within twelve  months of  the Board's  adoption of  such
          amendment, any Incentive  Stock Options granted  on or after  the
          date of such amendment  shall terminate to  the extent that  such
          amendment to the Plan was required to enable the Company to grant
          such option to a particular Participant.

               (f)  Governing Law.   The provisions  of the  Plan shall  be
          governed by and interpreted  in accordance with  the laws of  the
          State of Delaware.